北京海兰信数据科技股份有限公司董事会 关于本次交易符合《上市公司重大资产重组管理办法》 第十一条、第四十三条和第四十四条规定的说明 北京海兰信数据科技股份有限公司（以下简称"公司"或"上市公司"）拟 通过发行股份及支付现金方式购买海南省信息产业投资集团有限公司等海南海 兰寰宇海洋信息科技有限公司（以下简称"海兰寰宇"）全体 17 名股东合计持 有的海兰寰宇 100%股权，同时拟向不超过 35 名特定投资者发行股票募集配套 资金（以下简称"本次交易"）。 一、本次交易符合《上市公司重大资产重组管理办法》第十一条的规定 投资、对外投资等法律和行政法规的规定； 具的评估结果为基础并经交易各方协商后确定，资产定价方式公允，不存在损 害公司和股东合法权益的情形； 相关债权债务处理合法； 要资产为现金或者无具体经营业务的情形； 二、本次交易符合《上市公司重大资产重组管理办法》第四十三条的规定 立案侦查或涉嫌违法违规正被中国证监会立案调查的情形； 三、本次交易符合《上市公司重大资产重组管理办法》第四十四条的规定 上市公司财务状况发生重大不利变化，不会导致新增重大不利影响的同业竞争 及严重影响独立性或者显失公平的关联交易； ...

| 国泰海通证券股份有限公司 | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 关于北京海兰信数据科技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之《上市公司并 | | | | | | | | | | | 购重组财务顾问专业意见附表第 3 | | | | 号—发行股份购买资产》 | | | | | | | 北京海兰信数据科技股 | | | | | | | | | | | 上市公司名称 财务顾问名称 | | | | | | | 国泰海通证券股份有限公司 | | | | 份有限公司 | | | | | | | | | | | 证券简称 海兰信 证券代码 | | | | | 300065 | | | | | | 购买资产类型 完整经营性资产 √ | 不构成完整经营性资产 | | | | | ? | | | | | 交易对方 9、北京华宇天科投资管理有限公司 | | | | | | | | | | | 交易对方是否为上市公 | | ...

北京海兰信数据科技股份有限公司董事会 关于内幕信息知情人登记制度的制定和执行情况的说明 北京海兰信数据科技股份有限公司（以下简称"公司"或"上市公司"）拟通 过发行股份及支付现金方式购买海南省信息产业投资集团有限公司等海南海兰 寰宇海洋信息科技有限公司（以下简称"标的公司"）全体 17 名股东（以下简称 "交易对方"）合计持有的海兰寰宇 100%股权，同时拟向不超过 35 名特定投资 者发行股票募集配套资金（以下简称"本次交易"）。 一、上市公司内幕信息知情人登记制度的制定情况 二、上市公司内幕信息知情人登记制度的执行情况 特此说明。 公司与参与本次交易的交易对方及相关人员对本次交易事宜采取了严格的 保密措施和制度，对本次交易进展和内部信息等进行有效保密，以保护全体股 东的利益，具体情况如下： 关方就本次交易进行初步磋商时，已经采取了必要且充分的保密措施，并严格 控制本次交易事项参与人员范围，尽可能地缩小知悉本次交易相关敏感信息的 人员范围。 记录内幕信息知情人及筹划过程。 机构等中介机构，并与上述中介机构签署了《保密协议》，明确约定了保密信息 的范围及保密责任。上市公司与相关中介机构按照相关法律、法规和规范 ...

Core Viewpoint - Beijing Hailanxin Data Technology Co., Ltd. plans to acquire 100% equity of Hainan Hailan Universe Marine Information Technology Co., Ltd. from its 17 shareholders through a combination of issuing shares and cash payment, while also raising supporting funds by issuing stocks to no more than 35 specific investors [1][2]. Group 1 - The company has engaged the accounting firm Crowe Horwath to provide a review report for the 2024 annual and the first quarter of 2025 financial statements [2]. - The company has also hired Tianjian Accounting Firm to issue an audit report related to the transaction [2]. - Walkerston (Beijing) International Asset Appraisal Co., Ltd. has been appointed to evaluate the total equity value of the target asset and has issued an asset appraisal report [2]. Group 2 - The board of directors intends to use the aforementioned audit reports, asset appraisal reports, and review reports for information disclosure related to the transaction and as submission materials to regulatory authorities [2].

Group 1 - The independent financial advisor, Guotai Junan Securities Co., Ltd., has been appointed by Beijing Hailanxin Data Technology Co., Ltd. to conduct due diligence and internal verification for the transaction involving the issuance of shares and cash payment for asset acquisition [1] - The independent financial advisor has committed that their professional opinions do not differ materially from the content disclosed by the listed company [1] - The disclosed documents meet the required content and format standards, and the restructuring plan complies with relevant laws, regulations, and the requirements of the China Securities Regulatory Commission and Shenzhen Stock Exchange [1] Group 2 - The independent financial advisor has ensured that the information disclosed is true, accurate, and complete, with no false records, misleading statements, or significant omissions [1] - Strict confidentiality measures and risk control protocols are in place to prevent insider trading, market manipulation, and securities fraud [1]

Core Viewpoint - The event hosted by Tsinghua University Internet Industry Research Institute focused on the launch of the DataRocks trusted data space product solution, addressing the core pain points in the current data factor market and promoting the safe circulation of massive data [2][4]. Group 1: Policy and Market Demand - The era of developing trusted data resources for urban construction has begun, with the key to digital urban development being the development of the data factor market [5]. - The DataRocks solution aims to overcome three major barriers in data value release: invisible cross-domain data, inaccessible high-value resources, and sensitive data that is not utilized [5]. - The National Data Bureau's action plan aims to establish over 100 trusted data spaces by 2028, emphasizing the need for trusted control, resource interaction, and value co-creation [5]. Group 2: Core Technical Advantages of DataRocks - DataRocks leverages Tsinghua University's research in trusted data spaces and combines it with Bubi Technology's blockchain, privacy computing, and DID (Decentralized Identity) technologies to create its core capabilities [6]. - The solution utilizes a fully controllable blockchain platform to ensure data transaction integrity through on-chain evidence and smart contracts [7]. - Privacy computing technology allows for controlled data sharing, ensuring data sovereignty while releasing data value [8]. - The integration of DID with CA technology provides a unique global identifier for data subjects, enhancing identity security and facilitating safe data circulation [9]. Group 3: Key Functions of DataRocks - DataRocks encompasses a comprehensive product design that covers the entire data circulation chain, including trusted infrastructure, connectors, and data services [13]. - Key functionalities include DID identity management, data encapsulation and secure publishing, smart contract signing, and full lifecycle traceability, creating a closed loop for data value circulation based on trusted governance [13]. Group 4: Application Cases - The DataRocks solution has supported the construction of multiple trusted data spaces, providing end-to-end support from data registration to security supervision [14]. - In industry-specific applications, it connects banks and government entities, utilizing privacy computing to combine loan data with social security and business data for enterprise credit scoring, with over 10 banks already integrated [14]. Conclusion - The DataRocks solution represents a significant breakthrough in building trusted infrastructure and exploring intelligent production and living models, transforming dormant resources into powerful drivers for an intelligent society [15].

Core Viewpoint - The "Equity Option + Loan" business model is gaining traction, providing companies with credit support and enhancing their market expansion capabilities through innovative financing solutions [1][2]. Group 1: Business Model Overview - The "Equity Option + Loan" model combines bank loans with equity options, allowing companies to secure funding based on their technological value and growth potential rather than just historical sales performance [2][4]. - This model is particularly beneficial for small and micro technology enterprises that require further observation and nurturing, enabling them to establish a "small equity" link without immediate equity dilution [2][4]. Group 2: Market Implementation - As of June this year, 69 equity options have been successfully implemented on the Shanghai Equity Exchange platform, with a total financing amount of 86.17 million yuan, primarily benefiting high-quality technology enterprises in sectors like medical devices, new energy, and data technology [3]. - Various business models, such as "Bank + Industrial Park + Equity Option" and "Bank + Guarantee + Equity Option," have also been established to provide comprehensive financial support to technology enterprises [3]. Group 3: Challenges and Solutions - The valuation of equity options is a critical challenge in both the "Equity Option + Loan" and "Equity Option + Technology Achievements" models, as accurate valuation is essential for realizing equity premium transfers [4]. - The Shanghai Equity Exchange has developed a valuation model to assist in fair pricing of equity options, addressing the limitations of traditional valuation methods [4].

Core Points - The company, Dawei Technology (Guangdong) Group Co., Ltd., was established on December 25, 1997, and is governed by the revised Company Law of the People's Republic of China [1][2] - The company was approved for its initial public offering of 40 million shares on May 14, 2001, and was listed on the Shanghai Stock Exchange on June 12, 2001 [2] - The registered capital of the company is RMB 1,478,469,890 [2][5] - The company aims to be a leading digital infrastructure service provider in China, focusing on technological innovation and social responsibility [4] Company Structure - The company is a permanent joint-stock company, with the legal representative determined by the board of directors [1][2] - The legal representative is responsible for civil activities conducted on behalf of the company, and the company bears the legal consequences of these activities [3] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [3][4] Business Scope - The company's business scope includes internet data services, computer system services, software development, and various technology services [4][5] - The company is also involved in renewable energy technology research and development, as well as cloud computing equipment manufacturing [4] Share Issuance and Management - The company issues shares in the form of stocks, with each share having a par value of RMB 1 [5][6] - The issuance of shares follows principles of openness, fairness, and justice, ensuring equal rights for all shares of the same category [5] - The company has a total of 1,478,469,890 shares issued, all of which are ordinary shares [5][6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and the ability to supervise the company's operations [11][12] - Shareholders holding more than 5% of shares must report any pledging of their shares to the company [17] - The company must provide necessary conditions for the activities of the Communist Party organization within the company [4] Governance and Decision-Making - The company’s governance structure includes a board of directors and a shareholder meeting, which is the highest authority of the company [11][47] - Major decisions, such as amendments to the articles of association and significant asset transactions, require approval from the shareholder meeting [19][20] - The company must disclose information regarding significant events and ensure compliance with legal and regulatory requirements [13][14]

Core Points - The company has completed the registration of its 2025 Restricted Stock Incentive Plan, granting a total of 6.2 million shares to 29 individuals at a price of 4.03 yuan per share [1][3] - The effective period of the incentive plan is up to 60 months, with a lock-up period of 12 and 24 months for the granted shares [4][5] - The total funds raised from this incentive plan amount to 24,986,000 yuan, which will be used to supplement the company's working capital [5][6] Incentive Plan Details - The registration date for the restricted stock is June 25, 2025, and the grant date is June 6, 2025 [1][5] - The stock options are distributed among senior management and core employees, with the total granted shares representing 0.52% of the company's total share capital [3][4] - The plan includes specific arrangements for the release of restrictions on the shares, with 50% becoming available after 12 months and the remaining 50% after 24 months [4][5] Financial Impact - The company will recognize the cost of the restricted stock over the years 2025 to 2027, with the estimated impact on net profit being minimal [6][7] - The incentive plan is expected to enhance management and operational efficiency, potentially leading to improved company performance that outweighs the associated costs [7]

Core Viewpoint - The legal opinion letter confirms that the company has obtained necessary approvals and authorizations for the implementation of the 2025 Restricted Stock Incentive Plan, ensuring compliance with relevant regulations and internal governance [2][4][12]. Group 1: Legal Framework and Compliance - The legal opinion is based on various laws and regulations, including the Company Law, Securities Law, and the Management Measures for Equity Incentives of Listed Companies [2][3]. - The law firm conducted thorough verification of documents and facts related to the incentive plan, ensuring no significant omissions or misrepresentations [3][4]. Group 2: Approval and Authorization Process - The company’s board of directors and the remuneration and assessment committee have held multiple meetings to review and approve the incentive plan and its related documents [5][6][8]. - The company has publicly disclosed the list of incentive objects and their qualifications, ensuring compliance with legal requirements [6][9]. Group 3: Adjustments to the Incentive Plan - The initial list of incentive objects was adjusted, reducing the number from 30 to 29 due to one individual’s disqualification and another’s reduction in stock allocation from 150,000 to 100,000 shares [8][9]. - The total number of restricted stocks granted was adjusted from 6.25 million shares to 6.2 million shares [9]. Group 4: Granting Details - The grant date for the restricted stocks is set for June 6, 2025, with a total of 620,000 shares to be granted at a price of 4.03 yuan per share [10][12]. - The granting conditions require that the incentive objects meet specific criteria, ensuring that no disqualifying events have occurred within the last 12 months [10][11]. Group 5: Conclusion - The law firm concludes that all necessary approvals and conditions for the incentive plan have been met, affirming the legality and compliance of the plan with relevant regulations [12][13].