梦网科技: 根据本次重大资产重组完成后的架构编制的上市公司最近一年及一期的备考财务报表及其审阅报告

Core Insights - The company, DreamNet Cloud Technology Group Co., Ltd., is undergoing a significant asset restructuring by acquiring 100% of the shares of Bicheng Digital through a combination of cash and stock issuance, with a total transaction value of 128 million yuan [2][3][4]. Company Overview - DreamNet Cloud Technology Group Co., Ltd. was formerly known as Rongxin Power Electronics Co., Ltd. and has undergone several name changes since its establishment. The company is headquartered in Anshan, Liaoning Province, with a registered capital of 805,420,590 yuan [1]. - The company operates in the software and information technology services industry, focusing on the development and sales of computer software and hardware, electronic products, and various power electronic components [1][2]. Major Asset Restructuring - The board of directors has approved a plan to acquire Bicheng Digital, with the assessed value of the 100% equity stake being 131,173.92 million yuan. After deducting cash dividends, the final transaction price is set at 128 million yuan [2][3]. - The company plans to issue 100,240,954 shares at a price of 8.30 yuan per share, raising up to 83 million yuan in supporting funds, with 44.8 million yuan allocated for cash payment and 38.2 million yuan for working capital [2][3]. Financial Reporting Basis - The pro forma financial statements are prepared under the assumption that the asset restructuring was completed on January 1, 2023, and are based on the financial reports audited by Zhongxi CPA for the years 2023 and 2024 [3][4]. - The pro forma financial statements reflect the company's financial position and performance as if the acquisition had occurred at the specified date, adhering to relevant accounting standards [4][5]. Accounting Policies and Estimates - The company has established specific accounting policies and estimates for financial instruments, fixed asset depreciation, intangible asset amortization, and revenue recognition, which are detailed in the financial statement notes [4][5]. - The pro forma financial statements do not include cash flow statements or changes in equity statements, focusing solely on consolidated financial information [4][5].