上海众华资产评估有限公司 关于 深圳证券交易所 《关于对梦网云科技集团股份有限公司的并购重组问询函》 意见回复 二〇二五年八月 梦网云科技集团股份有限公司的并购重组问询函 意见回复 深圳证券交易所： 上海众华资产评估有限公司对贵所《问询函》中涉及我公司的相关问题进行了认 真研究与落实，并按照《问询函》的要求对所涉及的事项进行了认真分析和意见回复， 现就核查情况回复如下。 在本意见回复中，若合计数与各分项数值相加之和在尾数上存在差异，均为四舍五 入所致。如无特别说明，本回复中出现的简称均与《梦网云科技集团股份有限公司重 大资产购买报告书（草案）》中的释义相同。 梦网云科技集团股份有限公司的并购重组问询函 意见回复 问题 3 草案显示，收益法下，标的公司合并报表口径下归属于母公司股东的净资产账 面价值为4.95亿元，评估值为13.12亿元，增值额为8.17亿元。资产基础法下，标的公 司单体报表下净资产账面价值为1.70亿元，评估值为6.10亿元，增值额为4.4亿元。请 你公司说明： （1）资产基础法下，长期股权投资、无形资产评估值相较于账面价值大幅增加 的原因及合理性，涉及对标的子公司权益增值的，说明子公司层面使 ...

Core Insights - The stock price of Dream Network Technology (002123) closed at 14.44 yuan on August 1, 2025, with a slight increase of 0.63% and a trading volume of 347,100 hands, amounting to 495 million yuan in transaction value [1] Financial Performance - For the first quarter of 2025, the company reported total revenue of 721 million yuan, a year-on-year decrease of 34.49% - The net profit attributable to shareholders was 3.73 million yuan, down 57.76% year-on-year - The non-recurring net profit was 1.52 million yuan, showing a significant year-on-year increase of 180.98% - The current ratio and quick ratio both stood at 1.656, while the debt-to-asset ratio was 52.44% [1] Investment and Business Activities - Dream Network Technology has made investments in 23 companies and participated in 494 bidding projects - The company holds 265 patents and has obtained 60 administrative licenses [2]

Group 1 - Yabont Chemical signed a 10-year supply strategic agreement with Jiangsu Hengrui Medicine to enhance collaboration in the pharmaceutical supply chain, effective from August 1, 2025 [1] - Wei Hua New Materials plans to acquire controlling interest in Jiangsu Heyutai Chemical to extend its product chain and improve competitiveness, currently in the planning stage [2] - Fujirey received a government subsidy of 2.0074 million yuan, expected to positively impact profits in 2025 [4] Group 2 - Hangzhou Garden won the land use rights for a plot in Yuhang District for 130 million yuan, planning to build a smart ecological design R&D headquarters with a total investment of no more than 450 million yuan [5] - Baotai's clinical trial for BAT5906, a recombinant anti-VEGF monoclonal antibody, received approval for new indications, aiming to accelerate commercialization [6] - Weisheng Information won multiple projects with a total bid amount of 110 million yuan, including significant contracts with Southern Power Grid and State Grid [8] Group 3 - Dong'an Power reported a 27.37% year-on-year increase in engine sales for July, totaling 34,500 units [13] - Hanma Technology's truck sales reached 956 units in July, marking a 42.69% year-on-year increase [14] - Jiangsu Bank's executives received regulatory approval for their positions, effective immediately [15] Group 4 - Chip Origin expects Q2 revenue of 584 million yuan, a 49.90% increase quarter-on-quarter, with significant growth in intellectual property licensing fees [24] - Dream Network Technology plans to establish a high-end equipment industry investment fund with a target fundraising of 2 billion yuan [26] - Hefei Urban Construction and China Real Estate Development won land use rights for a residential plot in Hefei for 980 million yuan [28] Group 5 - Lu Kang Pharmaceutical's subsidiary received a drug registration certificate for a new medication for erectile dysfunction [28] - Lifan Pharmaceutical's Mesalazine enteric-coated tablets received a drug registration certificate for treating ulcerative colitis [29] - Yahu Pharmaceutical's APL-1401 clinical trial for ulcerative colitis showed positive preliminary results [30]

Group 1: Microsoft Financial Performance - Microsoft shares opened up 8.2%, briefly surpassing a market capitalization of $4 trillion, making it the second company to achieve this milestone [2] - In Q2, Microsoft's commercial cloud revenue reached $46.7 billion, a 27% year-over-year increase [2] - The intelligent cloud segment generated $29.9 billion in revenue, up 26% year-over-year, with Azure and other cloud services revenue growing 39% when excluding currency effects [2] Group 2: OpenAI Developments - OpenAI's annualized revenue reached $12 billion in the first seven months of 2025, doubling from approximately $4 billion in 2024, and is expected to exceed the previously set target of $12.7 billion [3] - The weekly active users of ChatGPT surpassed 700 million, marking a 40% increase from 500 million in March [3] - OpenAI announced its first AI data center project in Europe, Stargate Norway, with an initial power capacity of 230 MW and plans to expand to 290 MW [4] Group 3: Apple iPhone Pricing - Analysts predict that Apple will increase the prices of the iPhone 17 series by $50 to offset rising component costs and tariffs [5] - All four models in the iPhone 17 series are expected to see a price increase, including the standard iPhone 17, iPhone 17 Air, iPhone 17 Pro, and iPhone 17 Pro Max [5] Group 4: Tesla Robotaxi Service - Tesla expanded its Robotaxi service to the San Francisco Bay Area, covering key cities like Berkeley, Oakland, and Fremont [6] - Unlike the service in Austin, the California Robotaxi service requires human drivers [6] Group 5: Arm's Strategic Shift - Arm announced plans to invest in developing its own chips, marking a significant shift from its traditional IP licensing model [11] - The CEO emphasized the intention to increase investment beyond design to potentially include manufacturing [11] Group 6: ByteDance Employment Data - ByteDance clarified that the median tenure of its employees is 2.9 years, with an average of 3.0 years, countering claims of an average tenure of 7 months [9] Group 7: New Product Launches - DJI launched its first panoramic camera, Osmo 360, priced starting at 2999 yuan, featuring 1-inch panoramic imaging and supporting native 8K video [18] - Ankai Micro announced the release of the AK1037 series low-power SoC chip designed for smart locks, featuring a RISC-V core and various integrated functionalities [12]

Key Points - Tibet Tourism may apply for suspension of trading if significant abnormalities occur in stock transactions [1] - Southern Road Machinery's stock price has deviated from its fundamental situation [1] - Industrial Fulian's major customers and products have not undergone significant changes [1] - Yingweike has established a relatively complete liquid cooling technology and product solution capability [1] - Victory Energy's operational situation remains normal with no significant changes in the internal and external business environment [1] - Qizheng Tibetan Medicine's operational situation is normal with no significant changes in the internal and external business environment [1] - Dongxin Co. states that its investment in Shanghai Lishuan's chip products is not applicable for large model computing clusters [1] - Guosheng Co. has obtained project filing related to PEEK from its wholly-owned subsidiary [1] - Action Education's actual controller proposed a mid-term dividend of 10 yuan per 10 shares [1] Mergers and Acquisitions - Darui Electronics plans to acquire 80% of Weiste's equity through capital increase and share acquisition [1] - Dashengda intends to acquire 30% equity of Thailand's Far East [1] Financing - Aoshikang plans to issue convertible bonds not exceeding 1 billion yuan for high-end printed circuit board projects [1] - Sixuan New Materials intends to raise no more than 466 million yuan through a private placement [1] - Changhua Chemical plans to raise no more than 230 million yuan for a carbon dioxide polyether project [1] Share Buybacks and Reductions - Fuanna plans to repurchase shares worth between 55.85 million and 104 million yuan [1] - Jiangnan Yifan's board member intends to increase his stake in the company [1] - Jieya Co. and its concerted parties plan to reduce their holdings by no more than 4.95% [1] - Other companies including Tongda Co., Haohan Deep, and Wanhu Chemical also plan to reduce their holdings [1] Operational Data - Sinopec expects a net profit decline of 39.5% to 43.7% year-on-year for the first half of the year [1] - Qingdao Bank reported a net profit of 3.065 billion yuan for the first half, up 16.05% year-on-year [1] - Daodaquan's net profit increased by 563.15% year-on-year, proposing a dividend of 1.76 yuan per 10 shares [1] - Zhengdan Co. reported a net profit increase of 120.35% year-on-year, proposing a dividend of 3 yuan per 10 shares [1] - Other companies reported varying profit changes, including losses and significant increases [1] Contracts and Major Investments - Sanhui Electric signed a framework contract for robot equipment sales [1] - Zhejiang University Network New's subsidiary won a smart engineering project worth 94.2712 million yuan [1] - New Aluminum Times plans to invest no less than 500 million yuan in a project for lightweight, high-strength auto parts [1] - Zhishang Technology will use part of its raised funds for a smart manufacturing production base in Vietnam [1]

证券代码：002123 证券简称：梦网科技 公告编号：2025-066 梦网云科技集团股份有限公司 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有 虚假记载、误导性陈述或重大遗漏。 特别提示： 交易所上市公司自律监管指引第7号——交易与关联交易》《梦网云科技集团 股份有限公司公司章程》（以下简称"《公司章程》"）等相关规定，本次共 同投资无需提交公司董事会、股东会审议，不构成同业竞争和关联交易，亦不 构成《上市公司重大资产重组管理办法》规定的重大资产重组。 续。本次合作各方共同出资发起设立产业投资基金，投资周期较长，在运作过 程中可能受宏观经济、行业周期、投资标的、交易方案等多种因素的影响而致 使产业投资基金总体收益水平存在不确定的风险。敬请广大投资者审慎进行投 资决策，注意投资风险。 一、本次对外投资概述 为了拓展梦网云科技集团股份有限公司（以下简称"公司"）多元化投资渠 道，为公司获取长期投资回报，公司（以下简称"公司"）作为有限合伙人与普 通合伙人深圳市高新投人才股权投资基金管理有限公司，及其他有限合伙人深 圳市引导基金投资有限公司、深圳市宝安区产业投资引导基金有限公司、深圳 市汇通金控 ...

Core Viewpoint - DreamNet Technology (002123) announced its plan to invest in a private equity fund aimed at high-end equipment industry, with a target fundraising scale of 2 billion yuan [1][2]. Group 1: Investment Details - The partnership will involve DreamNet and other limited partners, with a total subscription amount of 1.54 billion yuan, and DreamNet's contribution being 50 million yuan, representing 3.2468% of the total [1][2]. - The fund's primary investment areas include industrial mother machines, laser and additive manufacturing, precision instruments, and rail transportation, with each of the first three sectors receiving at least 20% of the investment [2][3]. - The fund management will be led by Shenzhen High-tech Investment Talent Equity Investment Fund Management Co., Ltd., which was established in December 2016 [2]. Group 2: Financial Performance - For 2024, DreamNet's projected revenue is 4.404 billion yuan, a decrease of 15.87% year-on-year, while the net profit attributable to shareholders is expected to be 38.1727 million yuan, an increase of 102.09% [3]. - In the first quarter of this year, DreamNet reported a revenue of 721 million yuan, down 34.49% year-on-year, with a net profit of 3.7331 million yuan, a decline of 57.76% [3]. Group 3: M&A Activity - Recently, DreamNet is planning an acquisition, intending to purchase 100% of Hangzhou Bicheng Digital Technology Co., Ltd. for a total price of 1.28 billion yuan, while raising up to 830 million yuan in supporting funds [4].

Core Viewpoint - The company, Dream Network Technology (002123.SZ), has announced its participation as a limited partner in a private equity investment fund focused on high-end equipment industries, with a target fundraising scale of RMB 2 billion [1] Group 1: Investment Details - The company plans to contribute RMB 50 million, representing a 3.2468% stake in the partnership [1] - The partnership includes several other limited partners and aims to invest 100% of its available funds in four key sectors: industrial mother machines, laser and additive manufacturing, precision instruments, and rail transit [1] - Each of the first three sectors will receive at least 20% of the total investment amount [1]

Core Insights - Dream Network Technology (002123.SZ) aims to diversify its investment channels and secure long-term returns by partnering with various investment funds to establish a private equity investment fund focused on high-end equipment industry [1] Group 1: Investment Details - The partnership includes multiple limited partners and aims to raise a total of RMB 2 billion for the Shenzhen High-tech Investment High-end Equipment Industry Private Equity Investment Fund [1] - Dream Network Technology plans to contribute RMB 50 million, representing a 3.2468% stake in the fund [1] Group 2: Investment Focus Areas - The fund will invest 100% of its capital in specific sectors, including industrial mother machines, laser and additive manufacturing, precision instruments, and rail transportation, with a minimum investment of 20% in each of the first three sectors [2]

Group 1 - The company Mengwang Technology (002123.SZ) announced its participation as a limited partner in a private equity investment fund focused on high-end equipment industry, with a target fundraising scale of RMB 2 billion [1] - The company plans to contribute RMB 50 million, representing a 3.2468% stake in the partnership [1] - The investment fund will allocate 100% of its investable amount into four key sectors: industrial mother machines, laser and additive manufacturing, precision instruments and equipment, and rail transit, with a minimum investment of 20% in each of the first three sectors [1]