分众传媒信息技术股份有限公司 董事会议事规则 （2025 年修订） 第一章 总则 第一条 分众传媒信息技术股份有限公司（以下简称"公司"）为规范董事 会的议事方式和决策程序，明确董事会的职责权限，根据《中华人民共和国公司 法》《中华人民共和国证券法》《深圳证券交易所股票上市规则》（以下简称"《上 市规则》"）等相关法律、行政法规、部门规章和公司章程的规定，结合公司实 际情况，制订本规则。 分众传媒信息技术股份有限公司董事会议事规则 第二条 董事会是股东会的执行机构和公司经营管理的决策机构，执行股东 会决议，维护公司和全体股东的利益。 第三条 董事会应当在相关法律、行政法规、部门规章和公司章程规定的范 围内依法行使职权。 第二章 董事的一般规定 第四条 公司董事为自然人，有下列情形之一的，不得担任公司的董事： （一）无民事行为能力或者限制民事行为能力； （二）因贪污、贿赂、侵占财产、挪用财产或者破坏社会主义市场经济秩序， 被判处刑罚，或者因犯罪被剥夺政治权利，执行期满未逾五年，被宣告缓刑的， 自缓刑考验期满之日起未逾二年； （三）担任破产清算的公司、企业的董事或者厂长、经理，对该公司、企业 的破产负有个人责任的 ...

• 分众传媒估值经历了美股时期（成长，PE TTM 40 倍左右）和 A 股时期 （周期和竞争，PE TTM 10-20 倍）两个阶段，目前 PE 约为 17 倍。竞争 格局稳定后维持在 15-20 倍之间。 • 分众传媒通过租赁物业和影院广告位，以出租广告位收取租金，收入端波 动大，成本端相对固定，具有较强经营杠杆效应。主要媒体产品包括智能 屏、电梯海报及电梯电视。 • 线下广告媒体核心竞争力在于与场景和自然流量的绑定，电梯和电影院等 场景具有抗干扰性、高信息传递效率和稳定性，能有效触达都市白领等高 消费群体。 • 分众传媒点位集中在一二线城市核心位置，满足品牌广告投放的二八原则， 通过优质场景选择、大量点位及广泛覆盖范围构建经营壁垒，承接全国性 大客户需求。 • 电梯媒体行业竞争格局从区域性向全国性转变，分众传媒通过收购框架媒 介和聚众电视完成全国布局，先发优势明显，新产品形式难以通过价格战 竞争。 分众传媒 2025042220250416 摘要 Q&A 华创证券为何将分众传媒列入内需金股？ 华创证券将分众传媒列入内需金股主要基于三个原因。首先，分众收购新潮的 交易预案将显著改善其在国内的竞争格局，并在 ...

Investment Rating - The report maintains a "Buy" rating for the company [1] Core Views - The company plans to acquire 100% equity of New潮传媒 for an estimated value of 8.3 billion yuan, primarily through share issuance at a price of 5.68 yuan per share [4][8] - The acquisition is expected to optimize media resources, reduce costs, and enhance operational efficiency and profitability [8] - The outdoor advertising market in China is projected to grow from 85.2 billion yuan in 2024 to over 120.2 billion yuan by 2029, benefiting the company from urbanization trends [8] Financial Data and Profit Forecast - Total revenue is forecasted to be 12.63 billion yuan in 2024, 13.54 billion yuan in 2025, and 14.51 billion yuan in 2026, with year-on-year growth rates of 6.1%, 7.2%, and 7.2% respectively [6][10] - Net profit attributable to the parent company is expected to reach 5.34 billion yuan in 2024, 5.87 billion yuan in 2025, and 6.48 billion yuan in 2026, with growth rates of 10.6%, 10.0%, and 10.3% respectively [6][10] - The company's earnings per share are projected to be 0.37 yuan in 2024, 0.41 yuan in 2025, and 0.45 yuan in 2026 [6][10] - The report anticipates a price-to-earnings ratio of 19 for 2024, 18 for 2025, and 16 for 2026 [6][10]

Investment Rating - The report maintains a "Strong Buy" rating for the company [4] Core Views - The company plans to acquire New Wave Media for an estimated value of 8.3 billion yuan, which is expected to enhance industry concentration and potentially lead to significant growth opportunities [1][8] - The integration of New Wave Media is anticipated to improve operational efficiency and decision-making authority under the company's management, which could lead to enhanced profitability [8] - The company is expected to benefit from the recovery of consumer demand and emerging consumption trends, particularly in high-tier cities [8] Financial Data and Valuation - Total revenue is projected to grow from 9.425 billion yuan in 2022 to 14.857 billion yuan in 2026, with a compound annual growth rate (CAGR) of approximately 10% [3][10] - Operating profit is expected to increase from 3.507 billion yuan in 2022 to 8.091 billion yuan in 2026, reflecting a significant recovery and growth trajectory [3][10] - Net profit attributable to shareholders is forecasted to rise from 2.790 billion yuan in 2022 to 6.691 billion yuan in 2026, indicating a strong recovery in profitability [3][10] - The company's price-to-earnings (PE) ratio is projected to decrease from 36.9 in 2022 to 15.4 in 2026, suggesting improved valuation attractiveness over time [10] Market Position and Competitive Advantage - The acquisition is expected to enhance the company's bargaining power and operational efficiency, similar to past successful integrations [8] - The company is positioned to capitalize on the exit of smaller competitors in the market, thereby solidifying its media value in high-tier cities [8] - The report highlights the potential for significant rental optimization and advertising price increases post-integration, driven by improved market conditions [8]

Core Viewpoint - The acquisition of New潮传媒 by 分众传媒 for 8.3 billion yuan marks a significant consolidation in China's outdoor advertising industry, enhancing 分众传媒's media network, especially in lower-tier cities and community settings [1][2]. Group 1: Strategic Rationale - The acquisition is driven by three core strategic logics: significant resource complementarity, acceleration of digital transformation through technology synergy, and alignment with national policies to boost domestic demand [1][7]. - The merger will optimize media resource coverage and enhance the comprehensive competitiveness in client development and service [2][8]. Group 2: Market Expansion - The integration of New潮传媒's 740,000 community media terminals fills coverage gaps in non-core areas, creating a complete scene loop from high-end business buildings to community settings [1][3]. - The combined media network will allow advertisers to reach diverse consumer groups, from urban elites to community families, across first-tier cities and lower-tier markets [3][7]. Group 3: Technological Advancements - 分众传媒 is redefining brand growth logic by integrating offline scenarios with digital technology, aiming to become a "super hub" connecting brand exposure and consumer conversion [5][6]. - The company is leveraging AI technology to enhance service efficiency and create new industry solutions, significantly improving advertising strategy formulation and data analysis capabilities [6][8]. Group 4: National Strategy Alignment - The strategic integration aligns with the national directive to expand domestic demand and promote consumption, positioning 分众传媒 as a key infrastructure in the consumption upgrade wave [7][8]. - The company is actively pursuing a "downward and outward" strategy, expanding media resources in lower-tier cities while optimizing coverage in first and second-tier cities [7][8].

Group 1 - The core point of the article is the significant merger in the elevator advertising industry, where the leading company, Focus Media, acquires the second-largest company, New Trend Media, for an estimated valuation of 8.3 billion yuan, using a combination of stock and cash [1][27] - The merger is seen as a strategic move to address the competitive landscape, where both companies have been engaged in a prolonged battle for market share, leading to a "prisoner's dilemma" scenario [26][31] - The elevator advertising industry is characterized by a high market concentration, with Focus Media holding approximately 60% market share and New Trend Media holding 15-20%, together accounting for over 80% of the market [29][34] Group 2 - The merger is expected to enhance the competitive position of the new Focus Media Group, providing a stronger industry moat and increased marketing synergy through the acquisition of New Trend's valuable resources [34][35] - The strategic rationale behind the merger includes the recognition of the need for digital transformation in outdoor advertising, as articulated by New Trend's CEO, who expressed a desire to collaborate with Focus Media to achieve this vision [32][33] - The industry is anticipated to stabilize with the merger, potentially leading to a more favorable environment for growth and profitability as the scale effects are expected to increase post-merger [34][35]

Market Overview - The media sector index fell by 6.78% last week, underperforming the CSI 300 index, which declined by 2.87%, resulting in a 3.91% lag behind the broader market [1] - The current focus for the media sector is on the rise of AI applications and cultural confidence driven by the success of the animated film "Nezha" [1] - 2023 is anticipated to be a pivotal year for the explosion of open-source large models and the reshaping of application landscapes in China [1] Investment Opportunities - The first step involves the revaluation of public cloud services and a return to growth in the industry, particularly for companies like Alibaba Cloud and Tencent Cloud [1] - The second step focuses on companies with platforms and users but lacking large model capabilities, such as B2B SaaS and internet platform companies [1] - The third step emphasizes the continuous rollout of consumer-side applications, including hardware and gaming entertainment [1] Sector Recommendations - In the gaming sector, companies such as Huatuo, Kaiying, Giant Network, and Perfect World are recommended for investment [1] - In the Hong Kong market, the Hang Seng Technology Index fell by 7.77%, but companies like Tencent, Alibaba, Meituan, and Bilibili are still considered worthy of investment due to improving fundamentals and cash flow [1] Digital Content Export - The impact of tariff expectations on the media and internet sector is relatively neutral, as digital content exports are exempt from tariffs according to WTO regulations [2] - The focus for the media sector in the short term should be on Q1 performance and defensive strategies, particularly in publishing and gaming [2] AI Application and Industry Trends - The performance of open-source large models and decreasing costs are making AI applications more viable, with several key areas of focus identified [3] - Recommended companies for AI-enhanced applications include Tencent, Alibaba, and various educational and entertainment software firms [3] Game and Internet Sector Insights - The gaming sector is expected to benefit from improved industry dynamics and regulatory easing, with companies like Kaiying Network and Perfect World highlighted for their potential [4] - In the internet sector, quality assets such as Tencent and Alibaba are recommended, despite short-term pressures from tariffs [5] Education Sector Outlook - The education sector is experiencing a high level of activity due to favorable policies and improved industry dynamics, with leading institutions expected to benefit from regulatory stability and demand [5]

AI Sector - The average decline of 44 AI application companies this week was 9.51%, with a total decline of 9.64% since the Spring Festival [1] - Companies with the highest gains included Guomai Culture (+4.88%) and Rebate Technology (-2.54%) [1] - Companies with the largest declines included Maifushi (-24.93%) and Fourth Paradigm (-16.09%) [1] Hang Seng Technology - The Hang Seng Technology Index fell by 7.8% this week, with a year-to-date increase now at 9.7% [2] - Major decliners included Alibaba (-16.6%) and Trip.com Group (-12.4%) [2] - Companies with slight gains included JD Health (+4.1%) and Tongcheng Travel (+3.6%) [2] Gaming Sector - The Shenwan Gaming II Index dropped by 8.0%, erasing all year-to-date gains [3] - Companies with the largest declines included Iceberg Network (-15.8%) and Xunyou Technology (-15.5%) [3] - Companies with smaller declines included Perfect World (-3.3%) and Zhejiang Shuju Culture (-4.0%) [3] Film and Theater - The film and theater index (Shenwan) decreased by 6.61%, similar to the media index's decline of 6.78% [4] - Companies expected to see significant year-on-year growth in Q1 performed better, with Hengdian Film City (+3.49%) leading the gains [4] Publishing Sector - The publishing index (Shenwan) fell by 3.99%, outperforming the media index's decline of 6.78% [5] - High-dividend state-owned education publishing companies led the gains, with Guomai Culture (+4.88%) and Zhongnan Media (+3.98%) among the top performers [5] - Companies with the largest declines included Reader Media (-19.72%) and Reader Culture (-13.04%) [6] Marketing Sector - The Shenwan Advertising and Marketing Index decreased by 6.74%, ranking fourth among media sub-sectors [7] - Companies with slight gains included Guotour United (+0.47%), while major decliners included InSai Group (-12.89%) and BlueFocus Communication (-11.66%) [8]

Market Overview - On April 10, the Shanghai Composite Index rose by 1.16% to return to 3200 points, while the Shenzhen Component Index increased by 2.25% and the ChiNext Index by 2.27% [1] - The total market turnover was 165.9 billion yuan, a decrease of 81.9 billion yuan from the previous day, with nearly 5000 stocks rising [1] - Sectors such as dairy, precious metals, consumer electronics, cross-border e-commerce, robotics, and logistics saw significant gains [1] Individual Stocks Performance - Seagull Home (海鸥住工) achieved a six-day consecutive rise, while agricultural stocks like New Sai Co. (新赛股份) and consumer stocks like Guofang Group (国芳集团) recorded five consecutive rises [3] - Stocks such as Rui Maotong (瑞茂通) and Zhongyuan Home (中源家居) had three consecutive rises, while Quartz Co. (石英股份) and Wangfujing (王府井) had two consecutive rises [3] Top Net Buy and Sell on Dragon and Tiger List - The top three net buying stocks were Guangqi Technology (光启技术) with 224 million yuan, Wanma Co. (万马股份) with 147 million yuan, and Weichai Heavy Industry (潍柴重机) with 126 million yuan [4] - The top three net selling stocks were Focus Media (分众传媒) with 547 million yuan, Jinhua Biological (金河生物) with 137 million yuan, and Meino Biological (美农生物) with 6.11 million yuan [5] Stock Highlights - Guangqi Technology specializes in the research, production, and sales of advanced materials and has recently introduced strategic investors, transferring 15% of its shares for a total transaction value of 7.7 billion yuan [6][7] - Wanma Co. has made significant advancements in high-voltage cable insulation materials, marking a breakthrough in domestic production [8] - Jinjian Rice Industry (金健米业) focuses on deep processing of grain and dairy products, holding a leading position in liquid fresh milk in Hunan [9][11][12] Industry Insights - The People's Daily highlighted that the government is prepared to implement monetary policy tools such as interest rate cuts to stimulate domestic consumption in response to external pressures [10] - The grain and dairy industry is characterized by significant state involvement, with Jinjian Rice Industry being a state-owned enterprise under the supervision of the Hunan Provincial Government [13]

Investment Rating - The report maintains a "Buy" rating for the company [1] Core Views - The acquisition of 100% equity in New Trend Media is expected to enhance performance and reshape the competitive landscape of the elevator media industry [2][6] - The estimated valuation for New Trend Media is 8.3 billion yuan, which is significantly discounted compared to its previous valuation of 12 billion yuan after investment from Baidu [6] - The acquisition is anticipated to expand the company's resource points, increase the number of smart screens, and improve media quality, contributing to performance growth [7][11] Recent Performance - The company's stock performance over the last year shows a 10.2% increase, outperforming the CSI 300 index, which declined by 4.9% [4] - As of April 10, 2025, the company's market capitalization is approximately 103.69 billion yuan, with a current stock price of 7.18 yuan [4] Financial Projections - Revenue forecasts for the company are 130.72 billion yuan in 2024, 140.40 billion yuan in 2025, and 149.85 billion yuan in 2026, with corresponding net profits of 53.10 billion yuan, 58.27 billion yuan, and 62.36 billion yuan [10][11] - The projected growth rates for revenue and net profit are 10% and 10% respectively for 2024 and 2025 [10] - The report anticipates a diluted earnings per share (EPS) of 0.37 yuan in 2024, increasing to 0.40 yuan in 2025 [10] Historical Context - The report references past acquisitions, noting that the company experienced significant revenue growth following the acquisitions of Framework Media and JuZhong Media in 2005 and 2006, respectively [8][9]