Group 1 - The company Baina Qiancheng plans to acquire 100% of Zhonglian Century's shares through a combination of issuing shares and cash payments, and will raise supporting funds from no more than 35 specific investors [2][4] - This transaction is expected to constitute a major asset restructuring and an associated transaction, but will not change the actual controller of the listed company [4] - Baina Qiancheng's stock will resume trading on December 26 [4] Group 2 - Baina Qiancheng primarily engages in multi-format film and marketing businesses, including movies, series, short videos, and various entertainment formats, generating revenue through copyright sales and content marketing [6] - Zhonglian Century is a comprehensive digital marketing service provider, known for its self-developed marketing technology service system, and has expanded its services into finance and e-commerce [6] - In 2023, 2024, and the first three quarters of 2025, Zhonglian Century achieved revenues of 736 million yuan, 1.382 billion yuan, and 1.003 billion yuan, with net profits of 151 million yuan, 177 million yuan, and 177 million yuan respectively [6] Group 3 - The acquisition is expected to enhance Baina Qiancheng's marketing business layout, integrating into China's mainstream digital advertising and cloud computing ecosystem, thereby improving its competitive strength [7] - Following the acquisition, the company's total assets, net assets, revenue, and net profit are anticipated to increase, further strengthening its operational capabilities [7] - Recently, Baina Qiancheng underwent a leadership change, with the resignation of the former chairman and the appointment of a new chairman and general manager [7]

Core Viewpoint - Baina Qiancheng plans to acquire 100% of Zhonglian Century's shares through a combination of issuing shares and cash payments, with the stock resuming trading on December 26 [2][4][7] Group 1: Acquisition Details - The acquisition is expected to constitute a major asset restructuring and an associated transaction, but will not change the actual controller of the listed company [6] - The company will issue shares to no more than 35 specific investors to raise matching funds for the acquisition [4] Group 2: Business Expansion - Baina Qiancheng primarily engages in multi-format film and marketing businesses, including movies, series, short videos, and various entertainment formats, generating revenue through copyright sales and content marketing [9] - Zhonglian Century is a comprehensive digital marketing service provider, known for its self-developed marketing technology, and has expanded its services into finance and e-commerce [9] Group 3: Financial Performance - Zhonglian Century's projected revenues for 2023, 2024, and the first three quarters of 2025 are 736 million, 1.382 billion, and 1.003 billion yuan respectively, with net profits of 151 million, 177 million, and 177 million yuan [9] Group 4: Strategic Implications - The acquisition is expected to enhance Baina Qiancheng's marketing business layout, integrating into China's mainstream digital advertising and cloud computing ecosystem, thereby improving its competitive strength [10] - Following the acquisition, the company's total assets, net assets, operating income, and net profit are anticipated to increase, further strengthening its operational capabilities [10] Group 5: Management Changes - Recently, Baina Qiancheng underwent a leadership change, with the resignation of the former chairman and CEO, Fang Gang, and the election of Zhu Youyi as the new chairman and Li Qian as the new CEO [10]

Core Viewpoint - The company Baina Qiancheng (300291) announced plans to acquire 100% of Zhonglian Century through a combination of share issuance and cash payment, which is expected to constitute a significant asset restructuring. The company's stock will resume trading on December 26 [1][3]. Group 1: Acquisition Details - The acquisition involves purchasing 64.15% of Zhonglian Century's shares from specific parties, and indirectly acquiring an additional 35.86% through other transactions [3]. - The transaction will involve up to 35 specific investors participating in the fundraising for the acquisition [2]. Group 2: Company Background and Performance - Zhonglian Century, established in 2013, focuses on AI-driven digital marketing solutions and has served over 3,000 clients across various industries [3]. - Baina Qiancheng has experienced a significant decline in performance, with a 73.43% year-on-year drop in revenue for the first three quarters of 2025, amounting to 177 million yuan, and a net loss of 67.54 million yuan [5]. - The company's marketing business has become its primary revenue source, contributing 66.7% of total revenue in the first half of 2025, although it faced a 6.53% decline year-on-year [6]. Group 3: Strategic Implications - The acquisition is seen as a strategic shift for Baina Qiancheng towards the AI and digital marketing sectors, aiming to enhance its competitive edge and diversify its business [6][7]. - The integration of Zhonglian Century's capabilities is expected to be a focal point for future growth, with market attention on how the two companies will collaborate effectively [7].

Core Viewpoint - Company Baina Qiancheng (300291) plans to acquire 100% of digital marketing service provider Xiamen Zhonglian Century Co., Ltd. (referred to as "Zhonglian Century"), which is expected to constitute a major asset restructuring [4][6]. Group 1: Acquisition Details - The acquisition will be executed through a combination of issuing shares and cash payments to obtain 100% of Zhonglian Century's shares, with a share issuance price set at 4.8 yuan per share, compared to the pre-suspension price of 5.33 yuan per share [4][6]. - The funds raised from issuing shares to no more than 35 specific investors will be used for cash consideration, transaction taxes, and intermediary fees related to the acquisition [4][6]. - Zhonglian Century, established in January 2013, focuses on providing one-stop digital marketing solutions leveraging its self-developed marketing technology service system [4][6]. Group 2: Financial Performance of Zhonglian Century - Zhonglian Century's revenue for the years 2023, 2024, and the first three quarters of 2025 is approximately 736 million yuan, 1.382 billion yuan, and 1.003 billion yuan, respectively, with net profits attributable to the parent company of approximately 151 million yuan, 177 million yuan, and 177 million yuan [4][6]. Group 3: Strategic Rationale - Company Baina Qiancheng aims to enhance its risk resistance and competitive strength through external acquisitions, particularly by integrating with companies that have strong synergies in similar business areas [7][8]. - The acquisition of Zhonglian Century is expected to break the bottleneck of Baina Qiancheng's traditional business model, transitioning it from a content provider and traditional advertising operator to a comprehensive marketing solution provider driven by data and AI [8]. - This strategic move aligns with national digital economy development strategies and is anticipated to improve the stability and sustainability of Baina Qiancheng's overall performance [8].

（文章来源：证券日报） 证券日报网讯 12月25日，百纳千成发布公告称，公司第五届董事会第二十七次会议审议通过《关于发 行股份及支付现金购买资产并募集配套资金暨关联交易符合相关法律、法规规定的议案》等多项议案。 ...

炒股就看金麒麟分析师研报，权威，专业，及时，全面，助您挖掘潜力主题机会！ 筹划重大资产重组迎新进展！这家公司明日复牌 来源：证券日报之声 本报记者 贺王娟 在停牌八个交易日后，北京百纳千成影视股份有限公司（以下简称"百纳千成"）筹划重大资产重组迎来 新进展。 12月25日晚间，百纳千成公告称，公司股票将于明日开市复牌，复牌后公司将继续推进此次交易相关事 项。 责任编辑：杨红卜 炒股就看金麒麟分析师研报，权威，专业，及时，全面，助您挖掘潜力主题机会！ 根据披露的交易简案，百纳千成拟通过发行股份及支付现金的方式直接及间接取得目标公司众联世纪 100.00%股份，并向不超过35名特定投资者发行股份募集配套资金。因截至本预案摘要签署日，此次交 易相关的审计、评估工作尚未完成，标的资产的评估值及交易价格尚未确定。 公告显示，百纳千成此次交易的标的资产为兴聚盛传100%股权、鼎创世纪100%财产份额和众联世纪 64.15%股份，其中兴聚盛传为众联世纪实际控制人控制的持股平台，未实际经营业务；鼎创世纪为众 联世纪的员工持股平台，未实际经营业务。本次交易前上市公司未持有众联世纪的股权，交易完成后， 上市公司合计控制众联世纪1 ...

公告显示，百纳千成此次交易的标的资产为兴聚盛传100%股权、鼎创世纪（300083）100%财产份额和 众联世纪64.15%股份，其中兴聚盛传为众联世纪实际控制人控制的持股平台，未实际经营业务；鼎创 世纪为众联世纪的员工持股平台，未实际经营业务。本次交易前上市公司未持有众联世纪的股权，交易 完成后，上市公司合计控制众联世纪100%股份。 资料显示，众联世纪是一家以数字化+智能化技术为基础的数字营销服务商，依托其自研的全场景全链 路营销技术服务系统，其业务主要聚焦于为通信、金融、电商等行业的客户提供优质的一站式数字化智 能营销解决方案。众联世纪的主营业务涵盖了数字化营销的广告代理、媒体代理、广告竞价交易和广告 展示等全产业链环节。 对于此次交易，百纳千成称，本次交易完成后，上市公司的总资产、净资产、营业收入、净利润等主要 财务数据预计将有所增长，综合竞争实力和持续经营能力将进一步增强。 具体来看，百纳千成称，本次交易通过引入在数字营销领域具备成熟业务模式和领先技术的目标公司， 可充分发挥双方的协同效应。一方面，目标公司拥有贯穿数字营销业务链条上下游的核心技术系统，可 以与上市公司以媒介资源、品牌服务和第三方平台 ...

Core Viewpoint - The company Baina Qiancheng (300291) plans to resume trading on December 26, 2025, after announcing a significant acquisition of 100% of Zhonglian Century through a combination of share issuance and cash payment [1][6]. Group 1: Acquisition Details - Baina Qiancheng intends to acquire 64.15% of Zhonglian Century from seven counterparties, and an additional 24.53% indirectly through the purchase of 100% of Xingjushengchuan from four counterparties [3][8]. - The company will also acquire 11.33% of Zhonglian Century by purchasing 100% of Dingchuang Century's assets from twenty counterparties, with a cash purchase of 1% of GP assets by a wholly-owned subsidiary [3][8]. Group 2: Business Overview - Baina Qiancheng primarily engages in multi-format film and marketing businesses, while Zhonglian Century is a leading digital marketing service provider that offers comprehensive digital marketing solutions across various industries, including telecommunications, finance, and e-commerce [3][8]. Group 3: Financial Impact - The acquisition is expected to enhance Baina Qiancheng's marketing business and improve its competitive edge by integrating into China's mainstream digital advertising and cloud computing ecosystem [3][9]. - Following the transaction, the company's total assets, net assets, operating income, and net profit are projected to increase, thereby strengthening its overall competitiveness and sustainability [9]. Group 4: Financial Performance - For the first three quarters of the year, Baina Qiancheng reported an operating income of 177 million, a year-on-year decrease of 73.43%, and a net profit attributable to shareholders of -67.54 million [4][9]. - The company’s total assets at the end of the reporting period were approximately 3.87 billion, reflecting a 2.83% increase from the previous year [10].

Core Viewpoint - The company Baina Qiancheng plans to resume trading on December 26, 2025, after announcing a significant acquisition of 100% of Zhonglian Century's shares through a combination of stock issuance and cash payment [1][3]. Group 1: Acquisition Details - Baina Qiancheng intends to acquire 64.15% of Zhonglian Century from seven counterparties, and an additional 24.53% indirectly through the purchase of 100% equity in Xingjushengchuan from four counterparties [3]. - The company will also acquire 11.33% of Zhonglian Century by purchasing 100% of Dingchuang Century's assets from 20 counterparties, with a specified 1% GP asset being purchased in cash by a wholly-owned subsidiary [3]. - Zhonglian Century is recognized as a leading digital marketing service provider, leveraging its proprietary marketing technology to offer comprehensive digital solutions across various industries, including telecommunications and finance [3]. Group 2: Financial Impact - The transaction is expected to enhance Baina Qiancheng's marketing business and integrate it into China's mainstream digital advertising and cloud computing ecosystem, thereby improving its competitive edge [3]. - Following the acquisition, the company's total assets, net assets, operating income, and net profit are projected to increase, strengthening its overall operational capabilities [3]. - For the first three quarters of the year, Baina Qiancheng reported an operating income of 177 million yuan, a year-on-year decrease of 73.43%, and a net profit attributable to shareholders of -67.54 million yuan [4][5].

Group 1 - The company Baina Qiancheng (300291) plans to acquire 100% of the shares of the target company Zhonglian Century through a combination of issuing shares and cash payments, and will raise supporting funds by issuing shares to no more than 35 specific investors [1] - The acquisition will be executed by purchasing a total of 64.15% of Zhonglian Century's shares from seven trading parties, and indirectly acquiring an additional 24.53% through the purchase of 100% equity of Xingjushengchuan from four trading parties [1] - The transaction is expected to constitute a major asset restructuring for the company, with the stock expected to resume trading on December 26, 2025 [1] Group 2 - Zhonglian Century is a professional digital intelligent marketing service provider, leveraging its self-developed full-scenario and full-link marketing technology service system to offer high-quality one-stop digital marketing solutions [2] - The company has established itself as a leading service provider in digital marketing within the telecommunications industry and is gradually expanding its business into finance and e-commerce sectors [2] - Through this acquisition, Baina Qiancheng aims to enhance its marketing business layout and connect with mainstream digital advertising traffic and cloud computing ecosystems in China, thereby providing more comprehensive digital marketing solutions [2]