香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部分內容而產生或因依賴 該等內容而引致的任何損失承擔任何責任。 本公告僅供參考，並不構成收購、購買或認購本公司證券之邀請或要約。 SHAW BROTHERS HOLDINGS LIMITED 邵氏兄弟控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：00953） 有關 (1)有關收購CMC MOON HOLDINGS LIMITED 全部已發行股本的潛在極端及關連交易； (2)根據特別授權發行代價股份； 及 (3)申請清洗豁免 茲提述邵氏兄弟控股有限公司（「本公司」）日期為2026年1月21日的公告（「該公 告」），內容有關（其中包括）有關收購CMC Moon Holdings Limited全部已發行股 本的潛在極端及關連交易。除文義另有所指外，本公告所用詞彙與該公告所界定 者具有相同涵義。 通函須(i)根據上市規則第14.60(7)條自本公告日期起計15個營業日內；或(ii)根 據收購守則規則8.2不遲於本公告日期後的21日內（以較早發生者為準）寄發予股 ...

Group 1: Film Industry Insights - The Hong Kong film stocks have seen significant gains, with Fengde Li Holdings and Damai Entertainment rising over 6%, Ningmeng Film and Daocaoxiong Entertainment increasing over 5%, and Maoyan Entertainment up over 3% [1] - As of February 9, the pre-sale box office for new films during the 2026 Spring Festival has exceeded 70 million yuan, indicating strong market interest [1] - CICC's report estimates that the total box office for this year's Spring Festival could range between 6.5 billion yuan and 8.5 billion yuan, with the performance of leading films being crucial for the final box office outcome [1] Group 2: AI Video Technology Developments - ByteDance's AI video product, Seedance 2.0, has launched, generating highly realistic videos that exceed creators' expectations [2] - Seedance 2.0 can create cinematic-quality videos based on text or images, utilizing a dual-branch diffusion transformer architecture to generate both video and audio simultaneously [2] - Tim, a well-known tech blogger, praised Seedance 2.0 for its industry-level performance in generating precision, continuity of shots, and audio-visual synchronization, suggesting that traditional film processes are on the verge of being disrupted by AI advancements [2]

Core Viewpoint - Shaw Brothers Holdings is making a significant move by acquiring multiple film and television assets from its major shareholder, China Media Capital (CMC), which has sparked public interest and industry discussions [1][3]. Group 1: Transaction Overview - Shaw Brothers will acquire core film and television assets from CMC for RMB 4.5765 billion, including a 50% stake in Noon Sunshine, 100% of Shanghai Chinese Film Production, and other platforms [4]. - The transaction will be executed entirely through the issuance of new shares at HKD 0.32 per share, resulting in a 91.82% ownership stake for new shares and reducing existing shareholders' stake to below 10% [4][6]. - CMC, already the largest single shareholder with a 29.94% stake, will increase its ownership to 59.74% post-transaction, achieving absolute control [6]. Group 2: Strategic Implications - The deal is viewed as a capital restructuring rather than a conventional acquisition, allowing CMC to consolidate its non-listed film assets into a publicly traded entity [6]. - For CMC, this move enhances its overall asset valuation and provides liquidity for future financing or divestment opportunities [8]. - Shaw Brothers can mitigate project risks and leverage the mainland audience base to enhance brand recognition and attract quality projects and talent [8][10]. Group 3: Market Reaction and Financial Performance - Following the announcement, Shaw Brothers' stock price dropped by 15.79%, reflecting investor concerns over shareholder dilution and the profitability of the injected assets [10]. - The company has faced continuous net profit losses from 2022 to 2024, although it reported a revenue of RMB 106.38 million in the first half of 2025, with a net profit of RMB 0.07 million [22][23]. Group 4: Historical Context - Shaw Brothers, originally a prominent film studio, has undergone significant transformations, including a shift to real estate and passive investments after its decline in the late 20th century [16][17]. - The company was privatized in 2009 and later sold its core assets, marking the end of its traditional film production era [17][19]. - The recent acquisition marks a potential rebirth for Shaw Brothers, aiming to reconnect with its historical roots in the film industry while adapting to modern market dynamics [24][25].

FF301 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 公司名稱: 邵氏兄弟控股有限公司 (於開曼群島註冊成立之有限公司) 呈交日期: 2026年2月2日 截至月份: 2026年1月31日 狀態: 新提交 致：香港交易及結算所有限公司 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00953 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | | 增加 / 減少 (-) | | | 0 | | | HKD | | 0 | | 本月底結存 | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 ...

Core Viewpoint - Recently, Shaw Brothers Holdings Limited (00953.HK) announced an agreement with its major shareholder, CMC Inc., to acquire several core film and television assets through a new share issuance, with a total transaction value of approximately 4.577 billion RMB [2] Group 1: Acquisition Details - The focus of the acquisition is on a 50% stake in Noon Sunshine, a leading domestic drama production company [2] - The asset portfolio includes Shanghai Chinese Film, CMC Pictures, and the nationwide UME cinema network, which is considered a "flagship lineup" in the industry [2] - This transaction aims to create a fully integrated "production-distribution-exhibition" industry chain, positioning Shaw Brothers as the first listed company in China to integrate content production, distribution channels, and cinema operations [2] Group 2: Noon Sunshine Overview - Noon Sunshine, founded in 2011, is a leading producer of domestic dramas, known for hit series such as "Nirvana in Fire" and "Ode to Joy" [3] - The company has a standardized production process that separates production management from content creation, contributing to its success [3] - Financially, Noon Sunshine has shown stable profitability, with net profits of 291 million RMB, 202 million RMB, and 280 million RMB from 2022 to 2024, and 144 million RMB in the first three quarters of 2025 [3] Group 3: CMC Inc. Background - CMC Inc. was established in 2015 and operates across various sectors, including film, television, media, and sports [4] - The company has a history of strategic investments, including a stake in TVB, which enhances its content production and distribution capabilities [4] - CMC has expanded its portfolio to include several prominent companies and has engaged in successful collaborations in the film industry [4] Group 4: Industry Analysis - The acquisition reflects a deep cultural integration between mainland China and Hong Kong, aiming to build a complete industry chain rather than merely a financial maneuver [5] - The Chinese film industry is experiencing rapid growth and intense competition, with a focus on profitability and innovation amid challenges like content homogenization and reliance on star power [5] - Shaw Brothers' acquisition of Noon Sunshine is seen as a strategic move to enhance its market position and leverage synergies across the industry [6] Group 5: Historical Context - Shaw Brothers has a rich history in the film industry, dating back to 1925, and has played a significant role in shaping Chinese cinema [6] - The company faced challenges in recent years, with net losses reported from 2022 to 2024, but showed signs of recovery with a revenue increase of 734.61% in the first half of 2025 [7] - The acquisition is viewed as a pivotal step for Shaw Brothers to revitalize its brand and adapt to the evolving market landscape [8]

Core Viewpoint - The acquisition of core film and television assets by Shaw Brothers Holdings from its major shareholder, CMC Inc., represents a significant vertical integration in the Chinese film industry, aiming to create a full industry chain from content production to distribution and exhibition [1][4]. Group 1: Acquisition Details - Shaw Brothers Holdings announced a deal to acquire a package of core film and television assets from CMC Inc. for approximately 4.577 billion RMB, including a notable 50% stake in Noon Sunshine [1]. - The assets being injected into Shaw Brothers include Shanghai Huaren Film, CMC Pictures, and the nationwide UME cinema network, enhancing the company's revenue potential significantly [1][2]. - This transaction is characterized as a precise vertical integration rather than a traditional reverse listing, focusing on consolidating resources for business expansion and value enhancement [1][4]. Group 2: Noon Sunshine Overview - Noon Sunshine, established in 2011, is a leading domestic drama production company known for successful series such as "Nirvana in Fire" and "Ode to Joy," with a revenue model primarily based on drama distribution [2]. - The company has demonstrated stable profitability, with projected net profits of 291 million RMB, 202 million RMB, and 280 million RMB from 2022 to 2024, indicating a strong financial foundation [2]. - Noon Sunshine's industrialized production process allows for standardized operations, separating production and creative roles, which contributes to its success [2]. Group 3: CMC Inc. Background - CMC Inc. was founded in 2015 and has expanded its business across various sectors, including film, television, and digital marketing, establishing a significant presence in the entertainment industry [3]. - The company has strategically partnered with TVB to enhance content production and distribution channels, leveraging its resources for mutual benefit [3]. Group 4: Industry Context - The Chinese film industry is experiencing rapid growth and intense competition, with a shift towards diversified content and the rise of streaming platforms challenging traditional cinema [5]. - Despite facing issues like content homogenization and reliance on star power, the acquisition by Shaw Brothers is seen as a pivotal move to adapt to these industry changes [5][7]. - The historical significance of Shaw Brothers in the film industry, dating back to its founding in 1925, positions it uniquely to leverage its legacy while transitioning into new market dynamics [6][7]. Group 5: Strategic Implications - The acquisition is viewed as a strategic initiative to deepen the integration of Hong Kong and mainland cultural industries, potentially revitalizing the Hong Kong film sector through access to mainland markets [4][7]. - Shaw Brothers aims to explore market potential in the Greater Bay Area and the global Chinese community, aspiring to become a leading content production and planning institution in the Asia-Pacific region [7].

Group 1 - The core point of the article is that Shaw Brothers Holdings (00953.HK) announced an agreement to acquire core assets from its major shareholder, CMC Inc., for a transaction value of 45.765 billion RMB (approximately 50.98 billion HKD), which is nearly 12 times its current market value of around 400 million HKD [1] - The acquisition includes significant assets such as the leading drama production company Noon Sunshine, the film investment and production company Shanghai CMC Pictures, the overseas distribution business CMC Pictures, and a network of over 50 cinemas operating under the UME brand [1] - Shaw Brothers aims to leverage this acquisition to explore market potential in the Greater Bay Area and the global Chinese community, aspiring to become a leading content production and planning institution in the Asia-Pacific region [1] Group 2 - UME (Ultimate Movie Experience), founded in 2002, is a cinema management company fully operated by CMC since 2017, focusing on high-end cinema investment and operations [2] - Shaw Brothers Holdings, a Hong Kong film investment holding company, was established in 2009 and listed on the Hong Kong Stock Exchange in 2010, primarily engaged in film and drama production investment, as well as artist and event management [2] - Historically, Shaw Brothers was a dominant player in the film industry during the 1960s to 1980s, producing numerous films and launching the careers of major stars, but has faced declining performance in recent years, with net losses reported from 2022 to 2024 [2] - In the first half of 2025, Shaw Brothers reported revenue of 106 million RMB, a year-on-year increase of 734.61%, and achieved a net profit of 7 million RMB, marking a turnaround from previous losses [2] Group 3 - The key figure in this transaction is Li Ruigang, the current chairman and CEO of CMC, who is perceived to be injecting CMC's core assets into Shaw Brothers to fulfill his ambition of taking the company public [3] - Despite aspirations for an IPO, CMC has not been able to achieve this goal in nearly five years, as the overall film industry has faced significant challenges [3]

Core Viewpoint - The article discusses the acquisition agreement between Shaw Brothers Holdings (00953.HK) and its major shareholder, CMC Inc., for the purchase of core assets valued at approximately 45.765 billion RMB (around 50.98 billion HKD), which is nearly 12 times Shaw Brothers' current market value of about 400 million HKD [3][4]. Group 1: Acquisition Details - The acquisition includes key businesses from CMC Inc., such as leading drama production company Zhengwu Sunshine, film investment and production company Shanghai CMC Pictures, overseas distribution business CMC Pictures, and a cinema network operating over 50 UME-branded theaters [3]. - Shaw Brothers aims to leverage this acquisition to explore market potential in the Greater Bay Area and the global Chinese community, aspiring to become a leading content production and planning organization in the Asia-Pacific region [3]. Group 2: Company Background - Shaw Brothers Holdings, a Hong Kong-based film investment holding company, was established in 2009 and listed on the Hong Kong Stock Exchange in 2010. The company was previously known as Shaw Film and was renamed in 2016 after CMC became the largest shareholder [4]. - Historically, Shaw Brothers was a dominant player in the film industry during the 1960s to 1980s, producing numerous films and launching the careers of many stars. However, its recent performance has been disappointing, with net losses reported from 2022 to 2024 [4]. Group 3: Key Individuals - The key figure in this transaction is Li Ruigang, the Chairman and CEO of CMC Inc. The injection of CMC's core assets into Shaw Brothers is perceived as a step towards fulfilling his ambition for an IPO, which has been delayed due to the overall downturn in the film industry [5].

Group 1 - The core asset involved in the acquisition is the production company Zhengwu Sunshine, which is a leading player in the domestic film and television industry [1] - Shaw Brothers Holdings announced an agreement to acquire core assets from CMC Inc. for a transaction value of 4.5765 billion RMB (approximately 5.098 billion HKD), which is nearly 12 times its current market value of around 400 million HKD [1] - The acquisition aims to explore market potential in the Greater Bay Area and the global Chinese community, positioning the company as a leading content production and planning institution in the Asia-Pacific region [1] Group 2 - UME (Ultimate Movie Experience), founded in 2002, is a cinema management company that has been fully operated by CMC Inc. since 2017, focusing on high-end cinema investment and operations [2] - Shaw Brothers Holdings, a Hong Kong film investment holding company, was established in 2009 and listed on the Hong Kong Stock Exchange in 2010, primarily engaged in film and television production investment [2] - The company has faced financial difficulties in recent years, with net losses of 302,000 RMB, 2.898 million RMB, and 5.779 million RMB from 2022 to 2024, although it reported a revenue of 106 million RMB in the first half of 2025, marking a year-on-year increase of 734.61% [2] Group 3 - Key figure in the transaction is Li Ruigang, Chairman and CEO of CMC Inc., who aims to inject core assets into Shaw Brothers Holdings to fulfill his dream of an IPO [3] - CMC Inc. has not yet achieved its IPO goal despite previous announcements about potential plans for a listing in Hong Kong within one to two years [3]

Group 1 - The stock of Shaw Brothers Holdings (00953.HK) increased by over 6%, specifically rising by 6.35% to reach HKD 0.335 [1] - The trading volume for Shaw Brothers Holdings was reported at HKD 4.6092 million [1]