梦网云科技集团股份有限公司 章程 2023 年 8 月 梦网云科技集团股份有限公司章程 梦网云科技集团股份有限公司 章程 目录 1 第一章 总则 第二章 经营宗旨和范围 第三章 股份 第一节 股份发行 第二节 股份增减和回购 第三节 股份转让 第四章 股东和股东大会 第一节 股东 第二节 股东大会的一般规定 第三节 股东大会的召集 第四节 股东大会的提案与通知 第五节 股东大会的召开 第六节 股东大会的表决和决议 第五章 董事会 第一节 董事 第二节 董事会 第六章 总经理（总裁）及其他高级管理人员 第七章 监事会 第一节 监事 第二节 监事会 第八章 内部控制与内部审计 第九章 党的组织及党建活动 第十章 信息披露 第十一章 财务会计制度、利润分配和审计 梦网云科技集团股份有限公司章程 第一节 财务会计制度 第二节 会计师事务所的聘任 第十二章 通知和公告 第一节 通知 第二节 公告 第十三章 合并、分立、增资、减资、解散和清算 第一节 合并、分立、增资和减资 第二节 解散和清算 第十四章 修改章程 第十五章 附则 2 梦网云科技集团股份有限公司章程 第一章 总则 第一条 为维护公司、股东和债权人的合法权益 ...

证券代码：002123 证券简称：梦网科技 公告编号：2023-054 梦网云科技集团股份有限公司 关于控股股东部分股份解除质押及质押的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有 虚假记载、误导性陈述或重大遗漏。 特别风险提示： 公司控股股东及其一致行动人质押股份数量（含本次）占其所持公司股份数 量比例为 81.7%，请投资者注意相关风险。 梦网云科技集团股份有限公司（以下简称"公司"或"梦网科技"）于近日 收到公司控股股东余文胜先生关于其所持有的公司部分股份进行了解除质押及 质押的通知，现将有关情况公告如下： 一、股东股份质押的基本情况 股东名称 是否为控 股股东或 第一大股 东及其一 致行动人 本次解除 质押股份 数量（股） 占其所持股 份比例（%） 占公司总股 本比例（%） 起始日 解除日期 质权人 余文胜 是 22,280,000 14.78 2.77 2021 年 8 月 6 日 2023 年 8 月 8 日 深圳市高新 投集团有限 公司 合计 -- 22,280,000 14.78 2.77 -- -- -- （一）股东股份解除质押的基本情况 （二）股东股份质押基本情况 ...

Financial Performance - The company's operating revenue for 2022 was ¥4,157,441,578.69, representing a 30.93% increase compared to ¥3,175,249,438.44 in 2021[24]. - The net profit attributable to shareholders was -¥722,070,695.73 in 2022, a decrease of 203.25% from -¥238,113,811.08 in 2021[24]. - The cash flow from operating activities improved to ¥47,488,229.27 in 2022, a significant increase of 106.97% compared to -¥681,524,914.59 in 2021[24]. - The total assets at the end of 2022 were ¥6,285,773,747.58, a slight increase of 0.74% from ¥6,239,898,779.21 at the end of 2021[24]. - The company's net assets attributable to shareholders decreased by 18.61% to ¥3,425,041,538.97 at the end of 2022 from ¥4,208,323,048.80 at the end of 2021[24]. - The basic earnings per share for 2022 was -¥0.90, a decline of 210.34% from -¥0.29 in 2021[24]. - The company reported a net profit margin of -18.95% for 2022, down from -5.49% in 2021[24]. - In Q4 2022, the operating revenue reached ¥1,675,813,604.61, contributing significantly to the annual total[28]. - The company experienced a net loss of -¥740,819,659.02 in Q4 2022, indicating ongoing financial challenges[28]. Goodwill and Impairment - The company reported a goodwill of approximately CNY 2.543 billion resulting from acquisitions, with a cumulative impairment provision of CNY 934 million by the end of 2022, leaving a remaining goodwill of about CNY 1.608 billion[6]. - The company is focused on strengthening the operational management of acquired companies to improve efficiency and mitigate goodwill impairment risks[7]. - The company is committed to enhancing operational efficiency and internal controls to mitigate goodwill impairment risks[136]. Research and Development - The company has committed to increasing R&D investment and improving the management level of its innovation system to maintain competitiveness in the 5G rich media messaging market[4]. - The company is committed to maintaining a high level of R&D and market investment to capture new industry opportunities in the 5G messaging sector[4]. - The company invested in several R&D projects, including a 5G messaging platform and an intelligent messaging platform, aimed at enhancing customer engagement and service capabilities[96]. - Research and development (R&D) expenditure decreased by 4.88% to approximately CNY 135.03 million, representing 3.25% of total revenue[98]. - The number of R&D personnel decreased by 13.10% to 421, with the proportion of R&D staff in the total workforce dropping to 39.91%[97]. Market Expansion and Strategy - The company aims to rapidly expand market share in private domain traffic operations by investing more resources in new businesses such as 5G rich media messaging and international cloud communication[5]. - The company has shifted its focus to a single business model in enterprise cloud communication, moving away from traditional power electronics manufacturing[22]. - The company is actively expanding its market scale and tracking enterprise demand to develop new messaging products and service models[69]. - The company plans to utilize the proceeds from asset sales to strengthen its operational capabilities[121]. - The company aims to leverage the growing enterprise messaging communication market, which has a substantial market size[125]. Product Development and Innovation - The company has established a technical innovation system centered on R&D institutes and product lines to enhance product development efficiency and market recognition[4]. - The company's cloud messaging service is its largest and most mature product, providing a high-performance PaaS platform for real-time communication[44]. - The company has launched video SMS (Rich Communication 1.0), integrating multimedia messaging capabilities, targeting various industries including finance, healthcare, and e-commerce[45]. - AIM messages enhance traditional SMS with interactive rich media, supporting various media elements and enabling personalized marketing through data mining[47]. - The unified messaging center (UMC) integrates multiple messaging channels, enhancing security with national encryption standards and providing a comprehensive API for enterprise systems[50]. Corporate Governance and Investor Relations - The company emphasizes its commitment to independent operations and governance, ensuring no interference from controlling shareholders in decision-making processes[143]. - The company has established a performance evaluation and incentive mechanism for its directors and senior management, aligning compensation with industry standards and company performance[144]. - The company has implemented a transparent information disclosure system, ensuring effective communication with investors and stakeholders[144]. - The company’s governance structure is aligned with regulatory requirements, ensuring fair treatment of all shareholders and protection of minority interests[142]. - The company reported a focus on developing new technologies and products, particularly in the 5G rich media messaging sector, which is expected to drive future growth[138]. Financial Investments and Assets - The company’s cash and cash equivalents increased by ¥67,805.11 million, a growth of 90.32% compared to the beginning of the period[76]. - The company established several subsidiaries in 2022, including a 70% stake in Jingdezhen Yiciyuan Digital Technology Co., Ltd., enhancing its market presence[78]. - The company reported a significant increase in international cloud communication business revenue, which grew approximately 390% year-on-year[74]. - The company has established partnerships with major terminal manufacturers such as Huawei, Xiaomi, and OPPO, enhancing its messaging service capabilities[69]. - The company has accumulated a strong client base across various industries, including major banks and tech companies, which strengthens its market position[68]. Future Outlook - The company plans to enhance the proportion of new business in total revenue and gross profit to improve product gross margins and reduce the risk of goodwill impairment[7]. - The company aims to maintain a high growth trend in traditional SMS business and further develop 5G rich media messaging solutions in 2023[130]. - The international cloud communication business has shown significant growth, with a focus on Southeast Asia, North America, and Europe, expected to become a major profit growth point[131]. - The company provided a positive outlook for the next fiscal year, projecting a revenue growth of 10% to 12%[162]. - The company plans to increase R&D and technology investments to enhance product competitiveness and market reputation[131].

Financial Performance - The company's operating revenue for Q1 2023 was ¥1,035,238,617.77, representing a 49.43% increase compared to ¥692,797,884.24 in the same period last year[5] - Net profit attributable to shareholders was ¥11,009,438.57, a significant turnaround from a loss of ¥39,102,296.30 in the previous year, marking a 128.16% increase[5] - The net profit after deducting non-recurring gains and losses was ¥4,555,254.85, compared to a loss of ¥38,881,484.10 last year, reflecting an increase of 111.72%[5] - The total operating revenue for Q1 2023 was CNY 1,035,238,617.77, an increase of 49.5% compared to CNY 692,797,884.24 in the same period last year[44] - The total operating costs amounted to CNY 1,036,046,734.48, up from CNY 732,067,024.54, reflecting a year-over-year increase of 41.6%[44] - The net profit for Q1 2023 was CNY 10,329,300.65, a significant recovery from a net loss of CNY 41,439,374.01 in the previous year[45] - The company reported a gross profit margin of approximately 0.1% for Q1 2023, compared to a negative margin in the same quarter last year[45] - The total comprehensive income for the first quarter was CNY 10,765,958.88, compared to a loss of CNY 40,332,462.97 in the previous period[46] - Basic and diluted earnings per share were both CNY 0.01, recovering from a loss of CNY 0.05 in the previous period[46] Revenue Sources - The revenue from 5G rich media messaging increased by 234.39%, while international cloud communication revenue surged by 469.00% year-on-year[8] - The company reported a significant increase in cash received from sales of goods and services, totaling CNY 1,077,693,593.96, compared to CNY 793,040,969.45 in the previous year[47] - The company experienced a 401.90% increase in tax payments, reflecting higher tax liabilities due to increased profits[19] Cash Flow and Assets - Cash flow from operating activities decreased by 50.94% to ¥86,206,443.24, down from ¥175,718,461.76 in the previous year[5] - The net cash flow from operating activities was CNY 86,206,443.24, down from CNY 175,718,461.76 in the same period last year[48] - Cash inflow from operating activities totaled CNY 1,084,499,976.82, an increase of 30.2% from CNY 832,473,565.50 in the previous year[47] - Cash outflow from operating activities was CNY 998,293,533.58, compared to CNY 656,755,103.74 in the previous period, reflecting a 51.9% increase[48] - The total assets at the end of the reporting period were ¥5,820,018,144.00, a decrease of 7.41% from ¥6,285,773,747.58 at the end of the previous year[5] - The company's cash and cash equivalents were reported at CNY 3,087,808,173.41, compared to CNY 3,552,622,743.88 in the previous year, reflecting a decrease of 13.1%[42] - The total cash and cash equivalents at the end of the period were CNY 296,544,768.65, down from CNY 371,045,601.54 at the end of the previous period[48] Liabilities and Equity - The total liabilities decreased to CNY 2,384,344,884.79 from CNY 2,860,866,447.24, a reduction of 16.7%[42] - Tax payable decreased by 34.22% compared to the beginning of the period, mainly due to tax payments made during the reporting period[29] - Other payables decreased by 36.41% compared to the beginning of the period, primarily due to settlement of accounts during the reporting period[29] - Lease liabilities increased by 73.17% compared to the beginning of the period, attributed to the recognition of lease liabilities under the new lease cycle during the reporting period[30] - Minority interests decreased by 506.66% compared to the beginning of the period, mainly due to losses borne by minority shareholders during the reporting period[31] - The total equity attributable to shareholders increased slightly to CNY 3,436,487,635.77 from CNY 3,425,041,538.97[42] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 58,682[32] - The largest shareholder, Yu Wensheng, holds 18.79% of the shares, amounting to 150,747,375 shares, with 124,280,000 shares pledged[32] - The second-largest shareholder, Ruiyuan Changjia Value Mixed Fund, holds 4.94% of the shares, totaling 39,643,300 shares[32] - The company has implemented multiple employee stock ownership plans, with the first and second plans holding 12,460,406 shares and 12,399,171 shares respectively[33] - The company has no preferred shareholders as of the reporting period[34] - There were no financing or securities lending activities reported among the top 10 shareholders[33] Strategic Initiatives - The company is actively pursuing new product and technology development as part of its strategic initiatives[38] - Future outlook includes market expansion and potential mergers and acquisitions to enhance growth opportunities[38] - The company has implemented a stock option incentive plan to align employee interests with company performance[37] - The first quarter report indicates a focus on improving operational efficiency and cost management strategies[38] - The company aims to leverage its technological advancements to capture a larger market share in the upcoming quarters[38] - Overall, the company is committed to enhancing shareholder value through strategic investments and operational improvements[38] Research and Development - Research and development expenses decreased to CNY 28,580,316.08 from CNY 37,051,472.01, indicating a reduction of 22.9%[45] Financial Assets - The fair value changes in financial assets increased by 144.35%, attributed to market price fluctuations of stocks and other financial assets[11] - The trading financial assets decreased significantly to ¥14,103,286.36 from ¥61,854,167.20, reflecting a decline of approximately 77.2%[40] - Prepayments increased slightly to ¥308,048,885.83 from ¥302,308,204.52, showing a growth of about 1.3%[40] Audit Information - The company did not conduct an audit for the first quarter report[49]

证券代码：002123 证券简称：梦网科技 公告编号：2023-026 梦网云科技集团股份有限公司 关于举办 2022 年度报告业绩说明会的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有 虚假记载、误导性陈述或重大遗漏。 梦网云科技集团股份有限公司（以下简称"公司"）已于 2023 年 4 月 18 日 在《中国证券报》、《证券时报》、《上海证券报》和巨潮资讯网上披露了公司 《2022 年年度报告》全文及摘要等相关公告。 参与方式二：登录价值在线，访问网址 https://eseb.cn/142dHJjxjsA，或使 用微信扫描下方小程序码进行提问互动交流。 为便于广大投资者更加全面深入地了解公司 2022 年度经营业绩及未来发展 战略等情况，公司定于 2023 年 4 月 24 日（星期一）下午 14:00-16:00 在"同花 顺路演平台"和"价值在线"举办年度网上业绩说明会。本次年度业绩说明会将 采用网络远程方式举行，投资者可通过以下两种方式参与互动交流： 参与方式一：登录同花顺路演平台（以下链接），进入直播间进行提问； （https://board.10jqka.com.cn/r ...

Financial Performance - In 2022, the company achieved a revenue of 4.16 billion yuan, representing a year-on-year growth of 30.93% [2] - The net profit attributable to shareholders was -722 million yuan, a decrease of 203.25% year-on-year [2] - Major reasons for the net profit decline include goodwill impairment provisions of approximately 620 million yuan and investment losses totaling 75.21 million yuan [2][3] Business Development - The company is planning to sell its IDC data center, leading to an asset impairment provision of 57.16 million yuan [3] - The cloud communication services have shown significant growth, with 5G rich media messaging revenue increasing by 180% and international cloud communication revenue growing by 390% year-on-year [3] - The overall gross margin decreased by 4.56% due to increased supply costs and adverse conditions for enterprise clients [3] Product Innovation - The company has developed AIM messaging (5G read message), which has been integrated with 800 million mobile terminals [3] - AIM messaging is positioned as a solution for 5G messaging, enhancing interactivity and user engagement through rich media applications [3][4] - The collaboration with Huawei Cloud supports the KooMessage product, which offers diverse and interactive messaging capabilities for enterprises [3][4] Future Outlook - The company anticipates significant growth in 5G rich media messaging, which is expected to capture a larger market share due to its strong reach and effectiveness [4][7] - The integration of AI capabilities into AIM messaging is expected to enhance customer engagement and service delivery [5][10] - The overseas business is projected to grow rapidly, with a nearly fourfold increase in revenue compared to the previous year [6][7] Market Position - As of the end of last year, 5G rich media messaging accounted for approximately 20-30% of the company's revenue, with a higher profit margin compared to traditional messaging [7] - The company maintains a leading position in the SMS market, with a total volume of 18.748 trillion messages processed by operators last year [7][8] - The collaboration with major telecom operators is expected to enhance market penetration and business growth [8][9]

Financial Performance - The company's operating revenue for 2022 was ¥4,157,441,578.69, representing a 30.93% increase compared to ¥3,175,249,438.44 in 2021[27]. - The net profit attributable to shareholders for 2022 was -¥722,070,695.73, a decline of 203.25% from -¥238,113,811.08 in 2021[27]. - The basic earnings per share for 2022 was -¥0.90, a decrease of 210.34% from -¥0.29 in 2021[27]. - The net cash flow from operating activities improved to ¥47,488,229.27 in 2022, compared to -¥681,524,914.59 in 2021, marking a 106.97% increase[27]. - The total revenue for 2022 reached ¥4,157,441,578.69, representing a year-on-year increase of 30.93% compared to ¥3,175,249,438.44 in 2021[86]. - Revenue from cloud communication services amounted to ¥3,887,112,943.99, accounting for 93.50% of total revenue, with a year-on-year growth of 35.26%[86]. - The company's operating profit decreased by 219.55% compared to the previous year, with net profit attributable to shareholders dropping by 203.25%[80]. - The company reported a significant increase in international cloud communication business revenue, which grew approximately 390% year-on-year[80]. Goodwill and Impairment - The company reported a goodwill of 2.543 billion yuan from acquisitions, with a cumulative impairment provision of 934 million yuan, leaving a remaining goodwill of approximately 1.608 billion yuan by the end of 2022[8]. - The company aims to increase the proportion of new business revenue and gross profit from its core 5G messaging services to mitigate the risk of goodwill impairment[143]. - The goodwill impairment amounted to 741,014,986.76 CNY, which accounted for 100.49% of the total profit, indicating a significant impact on profitability[107]. - The company is focused on enhancing the operational management of its target companies to improve efficiency and reduce the risk of goodwill impairment[143]. Research and Development - The company emphasizes the importance of continuous R&D investment in 5G rich media messaging products to meet customer demands and maintain competitive advantage[6]. - The company invested in several R&D projects, including a 5G messaging platform and an intelligent messaging platform, aimed at enhancing customer engagement and operational efficiency[102]. - Research and development (R&D) expenditure amounted to 135,029,499.14 CNY, which is a decrease of 4.88% from 141,960,453.70 CNY in 2021, and accounted for 3.25% of total revenue[104]. - The number of R&D personnel decreased by 13.10% to 421 in 2022, with the proportion of R&D staff in the total workforce dropping to 39.91%[103]. - The company has implemented an active and effective R&D incentive mechanism to boost the motivation and creativity of its technical staff[141]. Market Expansion and Strategy - The company plans to enhance the proportion of new businesses in total revenue and gross profit to reduce the risk of goodwill impairment[9]. - The company is optimistic about the private domain traffic business and plans to invest more resources to rapidly expand market share in 5G rich media messaging and international cloud communication[7]. - The company plans to increase investment in international cloud communication, targeting markets in Southeast Asia, North America, and Europe, with significant growth expected in sectors like gaming and e-commerce[138]. - The company aims to leverage the 5G rich media messaging market, which is expected to create a new messaging distribution model and enhance user interaction[133]. - The company is focusing on expanding its market presence and developing new technologies as part of its strategic initiatives[116]. Corporate Governance and Investor Relations - The company is committed to improving its corporate governance structure in compliance with relevant regulations and guidelines[147]. - The company emphasizes transparency and timely information disclosure, ensuring all shareholders have equal access to information[150]. - The company has implemented a robust investor relations management strategy, facilitating clear communication with investors regarding strategic planning and operational performance[150]. - The company held its first extraordinary general meeting of shareholders on March 14, 2022, with a participation rate of 21.01%[154]. - The company maintains complete independence from its controlling shareholder in terms of business, personnel, assets, organization, and finance[151]. Employee Management and Incentives - The company has implemented stock option incentive plans, with the latest plan approved on March 14, 2022[191]. - The company has a total of 2 PhD holders and 67 Master's degree holders among its employees[185]. - The company emphasizes employee training, covering areas such as corporate culture, operational skills, and professional management[187]. - The company has implemented a strategy to enhance employee motivation through stock option incentives, reflecting a commitment to align employee interests with shareholder value[194]. - The company has made significant progress in establishing and refining its incentive mechanisms for senior management and key personnel[197]. Technology and Product Development - The company has established partnerships with major telecom operators and terminal manufacturers, supporting 800 million terminals and online operations, enhancing its market position in cloud communication services[46]. - The company’s core product, Message Cloud, is the largest and most mature service, facilitating real-time communication through various media formats, including text, images, and video[48]. - The unified messaging center (UMC) integrates multiple messaging channels, providing a secure and efficient communication solution for enterprises, with enhanced information security capabilities[54]. - The company has developed a range of proprietary products, including the DreamNet 5G rich media messaging platform and the intelligent messaging platform, enhancing its service offerings[71]. - The company is committed to integrating AI technology into its operations to enhance marketing efficiency and customer engagement through automated solutions[135].

Group 1: Company Performance - The company's operating profit for the reporting period is positive, estimated between 35 million to 50 million CNY [2] - In 2022, the overall revenue increased by 25% to 35% compared to 2021 [2] - The fourth quarter typically accounts for 40% to 50% of total revenue and profit, with some years reaching up to 60% [2] Group 2: Business Development - The company plans to assess goodwill in conjunction with asset group cash flow forecasts and business performance in 2023 [2] - New products, particularly the Rich Media Messaging service, are expected to enhance company performance and establish a foundation for long-term growth [2] - The company is focusing on expanding its 5G Rich Media Messaging and international cloud communication businesses [4] Group 3: Market Strategy - The increase in fourth-quarter business volume is attributed to seasonal demand, customer onboarding, and the easing of pandemic restrictions [3] - The company has invested in new business market expansion, resulting in an increase in personnel from approximately 900 to nearly 1400 in 2022 [3] - Cost control measures are being implemented to enhance efficiency and reduce expenses in the new business segment [3] Group 4: Technological Advancements - The company is developing chatbot technology based on NLP, integrating it with cloud recognition and voice recognition technologies [3] - The chatbot service aims to provide a comprehensive, intelligent 5G messaging solution, leveraging proprietary technology and meeting customer needs [3]