梦网科技回复深交所并购重组问询函，多维度解析交易细节

Group 1 - The company, DreamNet Technology, has responded to the Shenzhen Stock Exchange's inquiry regarding its merger and acquisition restructuring, addressing concerns about control stability, historical equity transfers, and asset evaluation to ensure smooth transaction progress [1] - The controlling shareholder, Yu Wensheng, holds 14.05% of the company's shares, with a pledge ratio of 79.97%. Despite the high pledge ratio, there is a low risk of forced liquidation due to the availability of over 20% of shares for further financing and the shareholder's good credit status [2] - The valuation of the target company in the current transaction is set at 1.312 billion yuan, reflecting an increase from previous valuations due to factors such as improved profitability and asset scale [2][3] Group 2 - The asset evaluation methods used, including the income approach and asset-based approach, show significant differences, with the income approach providing a more comprehensive view of the company's value as a light-asset operation [3] - The company expects to recognize goodwill of 815 million yuan post-transaction, with a commitment to enhance management capabilities and monitor goodwill value to mitigate impairment risks [4] - The transaction pricing varies based on performance commitments, with the overall valuation for those assuming commitments set at 1.384 billion yuan, while others are valued at 1.12 billion yuan, reflecting a market-driven negotiation process [5][6] Group 3 - The target company is projected to achieve revenues of 1.281 billion yuan and 1.363 billion yuan in 2023 and 2024, respectively, with a year-on-year growth of 6.36% in 2024, although net profit is expected to decline by 23.41% [7] - The main revenue sources for the target company include brand retail, brand operation management, and channel distribution, with stable long-term partnerships with major brands [8] - The risk of share pledge resolution is low, and the pricing for the transfer of shares to a related party is deemed fair, with no signs of interest transfer [9]