分众传媒信息技术股份有限公司发行股份及支付现金购买资产暨关联交易报告书（草案）摘要（修订稿） 证券代码：002027 证券简称：分众传媒 上市地点：深圳证券交易所 分众传媒信息技术股份有限公司 发行股份及支付现金购买资产暨关联交易 报告书（草案）摘要 （修订稿） | 项目 | 交易对方 | | --- | --- | | 发行股份及支付现金 | 重庆京东海嘉电子商务有限公司、张继学、百度在线网络技术（北 | | 购买资产 | 京）有限公司等 名成都新潮传媒集团股份有限公司股东 45 | 独立财务顾问 二〇二六年三月 分众传媒信息技术股份有限公司发行股份及支付现金购买资产暨关联交易报告书（草案）摘要（修订稿） 上市公司声明 本公司及全体董事、高级管理人员保证本报告书及其摘要内容不存在虚假记 载、误导性陈述或者重大遗漏，并对其真实性、准确性和完整性承担个别和连带 的法律责任。 本公司全体董事、高级管理人员保证本报告书及其摘要所引用的相关数据的 真实性和合理性。 本报告书所述事项并不代表中国证监会、深圳证券交易所对于本次重组相关 事项的实质性判断、确认或批准。本报告书所述本次重组相关事项的生效和完成 尚需有关审批机 ...

公司于 2026 年 1 月 23 日收到深圳证券交易所出具的《关于分众传媒信息技 术股份有限公司发行股份及支付现金购买资产申请的审核问询函》（审核函〔2026〕 130002 号）（以下简称"《问询函》"）。 分众传媒信息技术股份有限公司 关于发行股份及支付现金购买资产暨关联交易的 审核问询函回复的提示性公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，简明清晰， 通俗易懂，没有虚假记载、误导性陈述或重大遗漏。 分众传媒信息技术股份有限公司（以下简称"公司"）拟以发行股份及支付 现金的方式购买成都新潮传媒集团股份有限公司（以下简称"标的公司"）90.02% 的股权（以下简称"本次交易"）。 证券代码：002027 证券简称：分众传媒 公告编号：2026-005 公司及相关中介机构根据《问询函》的要求，就相关事项逐项说明、论证和 回复，具体内容详见与本公告同时披露的相关公告。 本次交易尚需履行多项审批程序方可实施，包括但不限于深圳证券交易所审 核通过、中国证券监督管理委员会同意注册及通过国家市场监督管理总局反垄断 局经营者集中审查工作等，本次交易能否通过上述审批及取得审批的时间均存在 不确定性。 ...

Investment Rating - The industry investment rating is "Overweight" indicating a positive outlook for the internet media sector [2]. Core Insights - The report forecasts significant growth for key companies in 2025, with expected year-on-year growth rates exceeding 50% for companies such as Gigabit, DMG Entertainment, Meitu, Maoyan Entertainment, Xindong Company, Pop Mart, Light Media, and Century Huatong [2]. - The gaming sector is expected to see a slowdown in mobile game growth due to a higher domestic base, while PC games and overseas markets show promising growth. The report anticipates a 7.92% year-on-year growth for mobile games in 2025, and a 14.97% growth for PC games [2]. - In cloud computing and large models, the report highlights a significant increase in demand driven by AI, with the Chinese cloud infrastructure service market projected to reach $13.4 billion by Q3 2025, reflecting a 24% year-on-year growth [2]. - The report identifies key companies to watch, including Tencent, Kingsoft Cloud, Alibaba, Baidu, Minimax in AI cloud and large models; Xindong Company, Giant Network, Century Huatong, and others in gaming; and Bilibili and Kuaishou in UGC video [2]. Summary by Sections Company Performance Forecasts - Companies expected to achieve over 50% growth in 2025 include: Gigabit (89%), DMG Entertainment (257%), Meitu (61%), Maoyan Entertainment (110%), Xindong Company (67%), Pop Mart (324%), Light Media (494%) [3]. - Companies with 20-50% growth include: Kaiying Network (29%), 37 Interactive Entertainment (20%), Giant Network (49%) [3]. - Tencent is projected to have a profit of 260.25 billion with a 17% growth, while Kuaishou is expected to grow by 14% [3]. Gaming Sector Insights - The domestic mobile game market is projected to grow by 7.92% in 2025, while PC games are expected to grow by 14.97% [2]. - The report emphasizes the importance of evergreen games and overseas casual game breakthroughs in 2026 [2]. Cloud Computing and AI Models - The report notes a significant increase in the usage of public cloud large models, with a projected 16-fold increase in usage by 2025 [2]. - The report highlights the competitive advantage of domestic models in terms of cost-performance ratio, which is expected to drive further growth in the AI cloud sector [2].

Investment Rating - The report does not explicitly provide an investment rating for the media industry Core Insights - The media industry is undergoing profound changes driven by digital transformation, with significant shifts in its structure, dissemination methods, and business models [14][16] - ESG (Environmental, Social, and Governance) principles are becoming essential for the media industry, influencing high-quality development and investment decisions [35][39] - The global media industry is projected to reach a market size of $2.8 trillion by 2024, with digital media's share increasing from 54% in 2019 to 68% in 2023 [23][27] - The industry faces challenges such as the decline of traditional media, the rise of digital platforms, and the need for responsible content dissemination [14][16] Summary by Sections Chapter 1: Overview of the Media Industry - The media industry plays a crucial role in information dissemination, cultural exchange, and public awareness [15] - The industry is segmented into traditional media, digital media, and supporting services, with digital media rapidly expanding [16] - The market is characterized by a concentration of power among major platforms, with the top five companies expected to hold 48% of the market share by 2024 [27] Chapter 2: ESG Practices in the Media Industry - The report highlights the importance of ESG governance, with 85% of companies upgrading their ESG frameworks due to regulatory influences [35] - There is a significant disparity in ESG disclosure quality between large and small media companies, with larger firms achieving higher transparency [39][40] - Major companies like Disney and Netflix are setting benchmarks in ESG reporting, with comprehensive disclosures on environmental impacts and social responsibilities [40][41] Chapter 3: Analysis of Media Industry Segments - The report discusses various segments, including print media, digital media, outdoor media, and broadcasting, each facing unique challenges and opportunities in ESG implementation [60] - Print media is adapting through digital transformation and exploring diversified revenue models to counteract declining readership and advertising revenue [61][63] Chapter 4: Excellent ESG Cases in Media Companies - Companies like ByteDance and Comcast are highlighted for their innovative approaches to ESG challenges, including algorithm transparency and energy efficiency improvements [40][52] - The report emphasizes the need for continuous improvement in ESG practices across the industry to meet evolving regulatory and societal expectations [39][46]

Investment Rating - The report maintains an "Overweight" rating for the industry [3] Core Insights - The AI applications are reshaping the traffic ecosystem, driving upward trends in marketing demand [5][6] - The industry is entering a new phase characterized by the competition for AI super entry points, with a focus on integrating into the core AI ecosystem [7][26] - The marketing budget is expected to expand significantly as companies compete for AI traffic, transitioning from seasonal to year-round high investment [6][7] Summary by Sections Industry Overview - The industry comprises 130 listed companies with a total market capitalization of 1,921.714 billion yuan and a circulating market value of 1,778.846 billion yuan [1][3] Key Recommendations - **Tencent Holdings**: With over 1.1 billion daily active users on WeChat, it is positioned to build an unreplicable competitive barrier in the AI entry point market. The company has a solid cash flow and a high safety margin in valuation, with AI business expected to open a second growth curve [5] - **Alibaba-W**: The integration of cloud infrastructure and e-commerce creates a full-chain advantage in AI. The rapid commercialization of its AI initiatives has shown a 59% month-on-month increase in daily active users, indicating a strong commitment to AI application promotion [6] - **MINIMAX-WP**: As a leading domestic AI native manufacturer, it is expected to benefit significantly from the reconstruction of the traffic landscape in the AI era, with high growth elasticity [6] - **Focus on Marketing Demand**: The shift in traffic dynamics will lead to a substantial increase in marketing budgets, with leading companies poised to benefit [6][7] Marketing Trends - The report highlights the significance of the Spring Festival marketing as a critical battleground for traffic competition, with major companies launching billion-yuan AI marketing campaigns [7][48] - The competition for user attention during the Spring Festival is crucial for establishing brand presence and driving user engagement [48] Industry Evolution - The report outlines three phases of the internet traffic landscape: 1. The information-driven aggregation media era (1997-2007) 2. The function-driven platform media era (2007-2023) 3. The intention-driven agent media era, which is emerging as AI applications become mainstream [9][27] - By the end of 2025, the user base for Gen AI is projected to reach 602 million, with a penetration rate of 42.8%, comparable to the mobile internet penetration rate in 2015 [24]

Group 1: Core Insights - The digital advertising landscape is increasingly focusing on family consumption scenarios, with companies like New潮传媒 and 分众传媒 adopting different strategic approaches [1] - New潮传媒 emphasizes a technology-driven model for precise marketing, while 分众传媒 relies on scale and frequency of exposure to create brand awareness [1][11] - The choice between these two companies reflects deeper considerations for advertisers regarding effectiveness and brand perception [1] Group 2: New潮传媒 Overview - New潮传媒, established in 2017, focuses on community media platforms targeting family consumption, leveraging over 200 technology patents for digital transformation [5] - It operates the largest number of community elevator smart screens in China, reaching approximately 180 million urban middle-class families daily [5] - The company has developed a comprehensive digital advertising and management system, supported by a team of over 150 software engineers [5][6] Group 3: New潮传媒's Marketing Strategies - New潮传媒's "生活圈智投放平台" enables a full digital loop for advertising, including pre-campaign targeting, in-campaign adjustments, and post-campaign analysis [6][7] - The company offers various services, such as "品牌引爆" for rapid brand awareness and "京潮计划" and "量潮计划" for full-link conversion tracking [8][9] - Recent strategic partnerships, including a significant collaboration with 扬子江药业, aim to enhance brand influence in the family consumption sector [10] Group 4: 分众传媒 Overview - 分众传媒, as a pioneer in elevator media, focuses on extensive network coverage and brand explosion value, targeting office buildings, apartments, and shopping malls [11] - Its business model is based on high-frequency, mandatory exposure to quickly enhance brand recognition, particularly effective for new product launches [12] - The company is also advancing its digital transformation by integrating screen networking and data-driven advertising strategies [13] Group 5: Choosing Between New潮传媒 and 分众传媒 - Advertisers should base their choice on core marketing objectives, budget structure, and effectiveness measurement standards [14] - New潮传媒 is more suitable for brands focusing on family consumption and precise audience targeting, while 分众传媒 is effective for reaching business professionals and quickly establishing public recognition [14] - Both companies can complement each other, allowing brands to adopt a combined strategy based on product lifecycle [14] Group 6: Future Trends - The evolution of digital advertising is characterized by distinct paths represented by New潮传媒 and 分众传媒, with potential for future integration and collaboration [15] - As data fusion and scenario interaction deepen, these two approaches may converge to define the next generation of family scene marketing [15] - Advertisers need to clarify their objectives to find an optimal balance between precision and scale [15]

Group 1 - The core viewpoint of the article emphasizes the importance of technological innovation for the company's business empowerment, particularly in areas such as elevator media intelligent placement, data analysis, and AI tools [1] - The company is continuously enhancing its layout in technology innovation to improve media operation efficiency and customer service levels [1] - The goal is to transition from high reach, high attention, high frequency, and high completion to a model that is precise, attributable, interactive, and optimizable [1]

Core Insights - The article emphasizes that despite the prevailing narrative of economic hardship, certain industries are thriving and generating substantial profits, particularly in the context of Japan's "lost 30 years" and its implications for various sectors [3][4]. Group 1: Economic Trends - The concept of a "low-desire society" does not equate to a lack of opportunities, as consumer behavior is shifting towards different spending patterns [4]. - The article identifies eight key industries that are capitalizing on changing consumer demands, highlighting that demand migration and consumption segmentation present significant business opportunities [5]. Group 2: Key Industries - **Second-Hand Economy**: The second-hand luxury market in Japan, exemplified by companies like Daikokuya, has seen a dramatic increase in revenue. In China, platforms like Hongbulin and Panghu are experiencing similar growth [6][7]. - **Pet Economy**: With declining birth rates, spending on pets is increasing, as seen with brands like Inaba in Japan and Guobao in China, which are witnessing strong sales in pet food and healthcare products [12][13][15]. - **Adult Care**: The adult diaper market in Japan has surpassed $10 billion, indicating that aging populations can drive significant economic opportunities [18][19]. - **Health Food and Beverages**: The rise in health consciousness has led to increased demand for products like sugar-free tea and functional beverages in both Japan and China [21]. - **Beauty and Aesthetics**: The beauty industry continues to thrive, with products like collagen supplements and home beauty devices gaining popularity, indicating a strong consumer desire for self-improvement [23][25][26]. - **Outdoor Recreation**: Companies in the outdoor equipment sector, such as Snow Peak in Japan, are profiting from the growing interest in outdoor activities, with Chinese brands also seeing rapid sales growth [29][31]. - **Convenience Economy**: The demand for convenience is driving growth in frozen food and smart home appliances, as consumers seek to save time in their daily routines [39][40]. - **Lazy Economy**: The trend towards convenience is evident in the increasing popularity of products that save time, suggesting that time-saving solutions may hold more commercial value than cost-saving ones in a low-desire economy [42]. Group 3: Market Dynamics - The article posits that while many perceive the current market as a "winter," the true winners will be those who identify and invest in counter-cyclical opportunities [44].

Core Insights - The article emphasizes that despite the prevailing narrative of economic hardship, certain industries are thriving and generating substantial profits, particularly in the context of Japan's "lost 30 years" and its implications for various sectors [3]. Group 1: Economic Trends and Opportunities - The concept of a "low-desire society" does not equate to a lack of opportunities, as there are still significant business prospects available [4]. - The article identifies "consumption stratification" and "demand migration" as the largest commercial opportunities in the current market [5]. - As consumers shift away from purchasing homes and luxury goods, money is flowing into alternative markets, such as the second-hand economy, which has seen significant growth in both Japan and China [6][7]. Group 2: Emerging Industries - The second-hand luxury market is booming, with brands like "大黑屋" in Japan and "红布林" in China experiencing substantial revenue increases [6][7]. - The pet economy is thriving, with young consumers spending on high-quality pet products despite having fewer children, indicating a shift in spending priorities [11][12][15]. - The adult care market is expanding, particularly in Japan, where the adult diaper market has surpassed $10 billion, suggesting a similar potential in China [16][17][18]. - Health food and beverage sectors are growing due to changing demographics and rising health consciousness, with products like sugar-free tea and functional drinks gaining popularity [21]. Group 3: Consumer Behavior and Preferences - The "beauty economy" is on the rise, with consumers investing in beauty products and treatments, even if they cannot afford high-end cosmetic procedures [23]. - Outdoor leisure activities are gaining traction, with brands in China seeing rapid sales growth in camping and outdoor equipment [25][26]. - The "emotional economy" is emerging, where consumers are willing to spend on products that provide emotional comfort, such as low-alcohol beverages [28][29]. - The "lazy economy" reflects a trend where younger generations prefer convenience, leading to increased demand for frozen foods and smart home appliances that save time [33][35][36]. Group 4: Market Outlook - The article posits that the current economic climate, often viewed as a "winter," presents opportunities for those willing to invest in counter-cyclical sectors [39].

Core Insights - The article discusses how certain industries are thriving despite a general perception of economic downturn, highlighting eight key sectors that present significant business opportunities in a low-desire society [3][4]. Group 1: Key Industries - **Second-Hand Economy**: The second-hand luxury market in Japan, represented by companies like Daikokuya, has seen a surge in revenue. In China, platforms like Hongbulin and Panghu are experiencing similar growth, indicating a shift in consumer spending towards second-hand goods [6][7][8][9]. - **Pet Economy**: With a decline in birth rates, young consumers are increasingly spending on pets, leading to significant growth in pet food and healthcare products. Companies like Inaba in Japan and Guobao in China are capitalizing on this trend [12][13][15][16]. - **Adult Care Products**: The adult diaper market in Japan has surpassed $10 billion, showcasing the potential of the aging population as a lucrative market segment [17][18][19]. - **Health Food and Beverages**: Changing demographics and rising health awareness have led to the growth of sugar-free beverages and functional foods in both Japan and China, with brands like Suntory and Dongpeng gaining traction [21][22]. - **Beauty and Aesthetic Products**: The demand for beauty products, including collagen supplements and at-home beauty devices, remains strong, indicating that consumers prioritize personal care even in economic downturns [23][24][26]. - **Outdoor Recreation**: Companies in the outdoor equipment sector, such as Snow Peak in Japan and various Chinese brands, are benefiting from increased interest in outdoor activities as a form of stress relief [29][31][32]. - **Convenience Economy**: The rise of frozen foods and smart home appliances reflects a shift towards convenience, with brands like Anjijia and Kewell seeing steady growth as consumers seek time-saving solutions [39][40][42]. - **Lazy Economy**: The trend of reduced cooking time among younger generations has led to a preference for ready-to-eat meals and smart appliances that automate household tasks, indicating a shift in consumer priorities [39][40][42]. Group 2: Market Dynamics - The article emphasizes that even in a low-desire economy, there are significant opportunities for those willing to invest in counter-cyclical sectors. Companies that can identify and act on these opportunities are likely to emerge as winners [44].