Group 1 - The company plans to issue shares and pay cash to acquire 100% of Hangzhou Bicheng Digital Technology Co., Ltd. and raise supporting funds [1] - The board believes the transaction complies with the regulatory requirements outlined in the "Guidelines for the Supervision of Listed Companies No. 9" [1] - The transaction involves a pledge on 16.42% of the target company's shares, which is to be resolved before the transfer [1] Group 2 - The transaction is expected to enhance the company's core business and improve its risk resistance capabilities [2] - It will also strengthen the company's independence and will not lead to significant adverse impacts from competition or unfair related transactions [2]

梦网云科技集团股份有限公司 发行股份及支付现金购买资产并募集配套资金暨关联交易报告书（草 案）与预案差异情况对照表 梦网云科技集团股份有限公司（以下简称"公司"）拟发行股份及支付现金购买杭 州碧橙数字技术股份有限公司全部股份并募集配套资金（以下简称"本次交易"）。 现金购买资产并募集配套资金暨关联交易预案》 （以下简称"重组预案" ）及相关公告。 <梦网云科技集团股份有限公司发行股份及支付现金购买资产并募集配套资金暨关联> 交易报告书（草案）>及其摘要的议案》等相关议案，现就《梦网云科技集团股份有限 公司发行股份及支付现金购买资产并募集配套资金暨关联交易报告书（草案）》 （以下 简称"重组报告书"）与重组预案内容的主要差异情况说明如下： 序号 重组报告书 重组预案 重组报告书与重组预案差异情况说明 明 中予以披露的相关表述 证券服务机 构声明 上市公司声 删除审计、评估工作尚未完成，完成后将在重组报告书 （1）根据审计、评估结果及交易各方协商的标的资产 定价、签署的交易协议等情况更新本次交易具体方案； 示 （5）根据本次交易方案和交易协议，充分论证本次交 易的性质。 （6）更新了本次重组对上市公司的影响、本次 ...

Core Viewpoint - The independent directors of the company have approved a proposal for the acquisition of 100% of the target assets through a combination of issuing shares and cash payment, which is deemed compliant with relevant laws and beneficial for the company's business structure and profitability [1][3]. Group 1 - The independent directors convened on June 26, 2025, to review and approve the proposal for the acquisition and fundraising plan [1]. - The transaction involves issuing shares to no more than 35 qualified investors to raise supporting funds [1]. - The proposal is considered reasonable and operable, aligning with the company's strategic development plan and not harming the interests of shareholders, especially minority shareholders [1][3]. Group 2 - The transaction constitutes a related party transaction and a major asset restructuring but will not lead to a change in the actual controller of the company [2]. - The evaluation report used for the transaction is deemed fair and does not harm the legal rights of the company and its shareholders [2]. - The legal documents related to the transaction comply with relevant laws and regulations, ensuring the legality and effectiveness of the transaction [2].

Core Viewpoint - DreamNet Cloud Technology Group Co., Ltd. is planning to acquire the entire equity of Hangzhou Bicheng Digital Technology Co., Ltd. through a share purchase, necessitating an asset valuation report to assess the value of the equity involved in the transaction [1][5]. Group 1: Valuation Report Overview - The asset valuation report is prepared according to the basic valuation standards issued by the Ministry of Finance and the professional standards set by the China Asset Appraisal Association [2]. - The valuation aims to provide a reference for internal decision-making regarding the equity acquisition by DreamNet Cloud Technology Group [5][6]. - The valuation methods employed include the asset-based approach and the income approach, with the income approach being selected for the final valuation conclusion [5][6]. Group 2: Valuation Details - The valuation date is set for December 31, 2024, and the assessed value of the entire equity of Hangzhou Bicheng Digital Technology Co., Ltd. will be determined as of this date [6][7]. - The valuation encompasses all assets and liabilities of Hangzhou Bicheng Digital Technology Co., Ltd., including current assets, long-term equity investments, fixed assets, intangible assets, and deferred tax assets and liabilities [5][6]. - The report emphasizes that the valuation conclusion is valid only for the specified date and typically should not exceed one year in applicability [6]. Group 3: Company Profiles - DreamNet Cloud Technology Group Co., Ltd. is based in Anshan, Liaoning Province, with a registered capital of approximately RMB 805.10 million and operates in various telecommunications and technology sectors [7][8]. - Hangzhou Bicheng Digital Technology Co., Ltd. is located in Hangzhou, Zhejiang Province, with a registered capital of RMB 121.20 million, focusing on health food sales, technology services, and various retail activities [9][10].

Audit Opinion - The audit report states that the financial statements of Hangzhou Bicheng Digital Technology Co., Ltd. fairly reflect the company's financial position as of December 31, 2023, and December 31, 2024, in accordance with accounting standards [1][2]. Key Audit Matters - Revenue recognition is identified as a key audit matter due to the inherent risk of management potentially using inappropriate revenue recognition to meet specific targets. The reported revenue for the periods is CNY 1,281,217,347.12 and CNY 1,362,754,567.32 [3][4]. - The company’s inventory net realizable value is also a key audit matter, with inventory balances of CNY 272,350,329.21 and CNY 373,586,813.27 as of the respective dates. The determination of this value involves significant management judgment [5]. Management Responsibilities - The management of the company is responsible for preparing the financial statements in accordance with accounting standards and maintaining necessary internal controls to prevent material misstatements due to fraud or error [6][7]. Financial Reporting Basis - The financial statements are prepared based on the assumption of going concern, indicating that the company does not have significant doubts about its ability to continue operations for the foreseeable future [10][12]. Company Overview - Hangzhou Bicheng Digital Technology Co., Ltd. was established as a limited liability company and transformed into a joint-stock company in 2020. The company primarily provides comprehensive e-commerce operation services for brand owners [9][10]. Consolidation Scope - The financial statements include 35 subsidiaries, reflecting the company's extensive operational structure [11]. Accounting Policies - The company employs various accounting policies and estimates, including those related to revenue recognition, inventory valuation, and financial instruments, ensuring compliance with relevant accounting standards [12][24].

Core Viewpoint - The report discusses the independent financial advisory provided by Fangzheng Securities for Mengwang Cloud Technology Group Co., Ltd.'s issuance of shares and cash payment to acquire assets, along with the fundraising for related transactions. Group 1: Transaction Overview - Mengwang Technology plans to acquire 100% equity of Hangzhou Bicheng Digital Technology Co., Ltd. through a combination of issuing shares and cash payment [5][6] - The transaction is part of a broader restructuring effort aimed at enhancing the company's market position and financial stability [4][5] Group 2: Financial Advisory Commitment - Fangzheng Securities commits to conducting thorough due diligence and ensuring that the information disclosed aligns with the company's official documents [2][3] - The advisory report emphasizes the importance of transparency and accuracy in the financial statements related to the transaction [2][3] Group 3: Regulatory Compliance - The transaction adheres to relevant laws and regulations, including the Company Law and Securities Law, ensuring compliance with the guidelines set by the China Securities Regulatory Commission [2][4] - The report highlights that all parties involved are responsible for the authenticity and completeness of the provided information [2][3] Group 4: Stakeholder Relationships - The report outlines the relationships between the transaction parties, including the controlling shareholders and management of Mengwang Technology, ensuring no conflicts of interest exist [3][4] - It also details the backgrounds of the major stakeholders involved in the acquisition, including their previous administrative or criminal penalties [3][4] Group 5: Asset Evaluation - The evaluation of the target company's assets is based on appropriate methods and assumptions, ensuring that the valuation aligns with industry standards [4][5] - The report discusses the potential impact of the acquisition on Mengwang Technology's profitability and financial condition post-transaction [4][5]

Company Overview - DreamNet Cloud Technology Group Co., Ltd. was formerly known as Rongxin Power Electronics Co., Ltd. The company changed its name in August 2016 and again in November 2020. The headquarters is located in Anshan, Liaoning Province. The registered capital is 800,589,972.00 RMB, and the total number of shares is listed on the Shenzhen Stock Exchange as of March 28, 2023 [1]. Business Activities - The company and its subsidiaries operate in the software and information technology services industry. Key activities include the development and sales of computer software and hardware, electronic product technology services, and the research, production, and sales of power electronic components and systems. Major products include mobile information services and energy-saving high-power power electronic products [2]. Subsidiaries - As of December 31, 2024, the company has 32 subsidiaries included in the consolidated financial statements. The specific details of these subsidiaries are outlined in the financial report [2]. Major Asset Restructuring - The company’s board of directors has approved a major asset restructuring plan to acquire 100% of the shares of Bicheng Digital through a combination of issuing shares and cash payments. The total transaction price is set at 128 million RMB [4]. Transaction Details - The company plans to issue 100,240,954 shares at a price of 8.30 RMB per share. The total cash payment for the transaction will be 44.8 million RMB, while 83.2 million RMB will be paid through share issuance. The funds raised will also be used to supplement the company's working capital [4]. Financial Reporting Basis - The pro forma financial statements are prepared under the assumption that the asset restructuring was completed on January 1, 2023. The financial statements reflect the new equity structure post-restructuring and are based on the approval of the shareholders and the Shenzhen Stock Exchange [6][7]. Accounting Policies - The company has established specific accounting policies and estimates based on its operational characteristics, including financial instrument impairment, fixed asset depreciation, and revenue recognition. The pro forma financial statements comply with the requirements of enterprise accounting standards [8].

梦网云科技集团股份有限公司（以下简称"公司"）拟发行股份及支付现金购买杭 州碧橙数字技术股份有限公司全部股份并募集配套资金（以下简称"本次交易"）。方 正证券承销保荐有限责任公司（以下简称"本独立财务顾问"）作为本次交易的独立财 务顾问，对公司本次交易前 12 个月内购买、出售资产的情况进行了核查，具体内容 如下： 根据《上市公司重大资产重组管理办法》第十四条第（四）项的规定： "上市公司 在十二个月内连续对同一或者相关资产进行购买、出售的，以其累计数分别计算相应 数额。已按照本办法的规定编制并披露重大资产重组报告书的资产交易行为，无须纳 入累计计算的范围。中国证监会对本办法第十三条第一款规定的重大资产重组的累计 期限和范围另有规定的，从其规定。交易标的资产属于同一交易方所有或者控制，或 者属于相同或者相近的业务范围，或者中国证监会认定的其他情形下，可以认定为同 一或者相关资产。" 方正证券承销保荐有限责任公司 经核查，本独立财务顾问认为：在本次交易前 12 个月内，公司未发生与本次交 易相关的购买、出售资产的交易行为，不存在需要纳入累计计算范围的情形。 关于本次交易前 12 个月内购买、出售资产情况的核查意 ...

Core Viewpoint - The company Mengwang Cloud Technology Group Co., Ltd. plans to acquire 100% of the shares of Bicheng Digital Technology Co., Ltd. through a combination of issuing shares and cash payment, along with raising supporting funds [6][10]. Group 1: Transaction Details - The transaction involves issuing shares at a price of 8.30 yuan per share, which is not less than 80% of the average trading price over the previous 120 trading days [11][12]. - The total transaction price is set at 1.28 billion yuan, after deducting cash dividends of 30 million yuan [12][17]. - The number of shares to be issued for this transaction is 100,240,954, accounting for 11.07% of the total share capital after the issuance [17][19]. Group 2: Shareholding Changes - After the transaction, the information disclosing parties will hold a total of 63,557,249 shares, representing 7.02% of the company's total share capital [9][26]. - Individual shareholdings post-transaction include: Liu Hongbin with 21,808,176 shares (2.41%), Feng Xing with 18,829,625 shares (2.08%), and others [9][26]. - The shareholding structure indicates an increase in holdings for the disclosing parties due to the acquisition [26]. Group 3: Approval and Compliance - The transaction requires approval from the company's shareholders and regulatory bodies, including the Shenzhen Stock Exchange and the China Securities Regulatory Commission [3][23]. - The disclosing parties have committed to fulfilling all necessary disclosure obligations and ensuring compliance with relevant laws and regulations [3][24].

Group 1 - The law firm Grandway Law Offices has been appointed as a special legal advisor for the restructuring of DreamNet Cloud Technology Group Co., Ltd. [1][2] - The restructuring involves the acquisition of 100% equity of Hangzhou Bicheng Digital Technology Co., Ltd. through the issuance of shares and cash payment [1][2] - The law firm has issued a special verification opinion regarding the establishment and execution of the insider information registrant system of the company [2][3] Group 2 - DreamNet has established and revised its insider information registrant system in accordance with relevant laws and regulations [3][4] - The company has informed insider information registrants of their confidentiality obligations and responsibilities, prohibiting the disclosure of insider information before legal disclosure [4] - Necessary confidentiality measures have been taken to prevent insider information leakage, and the company has complied with relevant legal and regulatory requirements during the restructuring process [4][5]