Core Viewpoint - The company is conducting a transaction to acquire all shares of Hangzhou Bicheng Digital Technology Co., Ltd. and has engaged Shanghai Zhonghua Asset Appraisal Co., Ltd. as the evaluation agency to assess the market value of the target assets [1][2]. Group 1: Independence and Reasonableness of the Evaluation - The evaluation agency, Shanghai Zhonghua, has no related party relationships with the company or the transaction counterpart, ensuring its independence [1]. - The assumptions made in the evaluation report comply with national laws and regulations, and are reasonable according to market practices and asset appraisal standards [1][2]. Group 2: Evaluation Methodology and Purpose - The purpose of the evaluation is to determine the market value of the target assets as of the evaluation benchmark date, providing a reference for the transaction [2]. - The evaluation methods used are appropriate, and the conclusions drawn are reasonable, reflecting the actual situation of the evaluated assets [2]. Group 3: Fairness of the Transaction Price - The transaction price will be based on the evaluation report, adjusted for cash dividends during the transition period, ensuring fairness and reasonableness without harming the interests of the company and minority shareholders [2].

Group 1 - The company intends to issue shares and pay cash to acquire all shares of Hangzhou Bicheng Digital Technology Co., Ltd. and raise matching funds for this transaction [1] - The board of directors confirms that all related parties involved in this transaction have not been investigated for insider trading related to this transaction and have not faced administrative penalties or criminal charges in the last 36 months [1]

Core Viewpoint - The company intends to issue shares and pay cash to acquire all shares of Hangzhou Bicheng Digital Technology Co., Ltd. and raise supporting funds for this transaction [1][2]. Group 1: Transaction Details - The transaction requires multiple approval processes, including approval from the company's shareholders' meeting, review by the Shenzhen Stock Exchange, registration with the China Securities Regulatory Commission, and clearance from national antitrust authorities [1]. - The implementation of the transaction is contingent upon obtaining the necessary approvals and there is uncertainty regarding the timing and outcome of these approvals [1]. Group 2: Compliance and Disclosure - The company will continue to advance the transaction and will strictly adhere to relevant laws and regulations regarding information disclosure [2]. - Investors are advised to pay attention to subsequent announcements and to be aware of investment risks [2].

"确保杭州橙祥持有的标的公司全部股权在交割前解 除质押，保证杭州橙祥持有的标的公司股权依照交易协议的约定过户至公司不存在任 何法律障碍。"除此之外，本次交易的交易对方合法拥有标的资产的完整权利，不存在 权利限制或者禁止转让的情形，标的公司不存在出资不实或者影响其合法存续的情况。 生产、销售和知识产权等方面保持独立。 梦网云科技集团股份有限公司董事会 关于本次交易符合《上市公司监管指引第 9 号——上市公司筹划和实施 重大资产重组的监管要求》第四条规定的说明 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（以下简称"标的公司"）全部股份并募集配套资金（以 下简称"本次交易"） 董事会认为，本次交易符合《上市公司监管指引第 9 号——上市公司筹划和实施 重大资产重组的监管要求》第四条的规定，具体如下： 地、规划、建设施工等有关报批事项。本次交易的标的资产和本次交易所涉及的相关 报批事项，已在《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）》中详细披露，并对可能无法获得批准的风险作出 特别提示。 （以下简称"杭州橙祥 ...

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].