Group 1 - The response from Shanghai Zhonghua Asset Appraisal Co., Ltd. to the Shenzhen Stock Exchange regarding the merger and acquisition inquiry of DreamNet Cloud Technology Group provides key insights into the transaction details, including evaluation methods, revenue growth, qualification renewal, and goodwill risk [1] - Under the income approach, the net asset book value attributable to the parent company shareholders is 495 million, with an assessed value of 1.312 billion, resulting in an increment of 817 million; under the asset-based approach, the single entity report net asset book value is 170 million, with an assessed value of 610 million, leading to an increment of 440 million [1] - The asset-based approach shows a significant increase in long-term equity investment assessed value, with a book value of 104.95 million and an assessed value of 500.94 million, resulting in an increment of 395.99 million and a growth rate of 377.31%, primarily due to the operational accumulation of subsidiaries and asset appraisal increments [1] Group 2 - The target company's revenue has fluctuated in recent years, with a significant increase in 2021 due to e-commerce development and new brand additions, followed by a decline in growth rate; however, a rebound is expected in 2024 due to brand and channel advantages [2] - The income approach predicts stable revenue growth, aligning with industry trends, leading advantages, and the company's actual operating conditions, while also considering the sustainability and impact of subsidy policies [2] - After the transaction, the listed company is expected to add 815 million in goodwill, which will undergo impairment testing; any impairment could adversely affect the company's net profit, net assets, and total assets [2]
梦网科技并购重组问询回复:标的公司评估增值与商誉风险解析