MONTNETS TECHNOLOGY(SZ:002123) Zheng Quan Zhi Xing·2025-08-13 16:23Core Viewpoint - The document outlines the legal opinions regarding the asset acquisition and capital raising by DreamNet Cloud Technology Group Co., Ltd, emphasizing compliance with relevant laws and regulations [2][4][10]. Group 1: Legal Framework and Compliance - The law firm has conducted due diligence based on various legal regulations, including the Company Law and Securities Law, confirming that the restructuring plan complies with all relevant legal requirements [2][4]. - The restructuring constitutes a major asset reorganization and related party transaction but does not qualify as a reverse listing [4][10]. Group 2: Parties Involved - DreamNet Technology is confirmed to be a legally existing company listed on the Shenzhen Stock Exchange, with no legal issues affecting its ability to participate in the transaction [5]. - The transaction counterparties, including 16 shareholders of the target company, have been verified to possess full civil capacity and legal standing to engage in the transaction [5]. Group 3: Approval and Authorization - The restructuring has received necessary approvals, including a decision from the antitrust review authority not to conduct further examination [6]. - Additional approvals required for the restructuring are outlined, with the firm confirming that all current necessary procedures have been followed [6][10]. Group 4: Substantial Conditions - The transaction meets the substantial conditions set forth in the restructuring management regulations, with no significant administrative penalties reported against the target company during the review period [7][10]. - The ownership of the target assets is clear, with no disputes or potential disputes identified, except for a portion of shares under pledge [8][12]. Group 5: Target Assets and Business Operations - The target assets consist of 100% equity in BiCheng Digital, which is confirmed to be a legally existing entity with no legal issues affecting its operations [10][11]. - BiCheng Digital has established 45 subsidiaries, with all subsidiaries legally registered and operational within their approved business scopes [13][19].