梦网云科技集团股份有限公司 第九届董事会第二次会议决议公告

Group 1 - The company held its ninth board meeting on August 13, 2025, where all seven participating directors voted in favor of several resolutions [2][3][4] - The company plans to acquire all shares of Hangzhou Bicheng Digital Technology Co., Ltd. through a combination of issuing shares and cash payment, while also raising matching funds from no more than 35 specific investors [3][5] - The audit reference date for the transaction has been updated to May 31, 2025, and the company has prepared a revised draft of the transaction report based on updated financial data [3][20] Group 2 - The board approved a supplementary agreement for a performance compensation agreement with specific individuals and entities, which is subject to certain conditions [5][21] - The board also approved the related audit reports and evaluation reports for the transaction, which are necessary for compliance with regulations [7][20] - The company has committed to measures to compensate for the dilution of immediate returns resulting from the transaction, ensuring that the interests of minority investors are protected [10][20] Group 3 - The company announced the cancellation of certain proposals for the upcoming second extraordinary general meeting of shareholders and added new temporary proposals [12][18] - The second extraordinary general meeting is scheduled for August 25, 2025, and will include both on-site and online voting options for shareholders [25][27] - The company has set the record date for shareholders to participate in the meeting as August 20, 2025 [29] Group 4 - The company will cancel a total of 5,761,552 stock options that were not exercised during the third exercise period of the 2021 stock option incentive plan, which represents 0.7153% of the total share capital [16][54] - The cancellation of these stock options is in accordance with the relevant regulations and does not affect the implementation of the company's incentive plan [54][62]