梦网科技: 第八届董事会2025年第二次独立董事专门会议审核意见

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].