Focus Media(SZ:002027) Zheng Quan Zhi Xing·2025-07-22 16:16Core Viewpoint - The company intends to acquire 100% equity of Chengdu Xinchao Media Group Co., Ltd. through a combination of issuing shares and cash payments, involving 50 counterparties including Zhang Jixue, Chongqing JD Haijia E-commerce Co., Ltd., and Baidu Online Network Technology (Beijing) Co., Ltd. [1] Group 1 - The transaction complies with Article 11 of the Major Asset Restructuring Management Measures, ensuring that the asset pricing is fair and does not harm the legitimate rights and interests of the company and its shareholders [1] - The asset valuation report provided by the evaluation agency serves as a reference for the transaction, and the pricing was determined through negotiation among the parties involved [1] Group 2 - The counterparties have committed to lifting any pledges or judicial freezes on the equity before the announcement of the transaction report, ensuring that there are no legal obstacles to the transfer of equity [2][5] - As of the date of this notice, original counterparties Gujia Group and Gu Jiangsheng will exit the transaction due to their equity being auctioned, while Yingfeng Group and Daiming Trading Co., Ltd. will join as new counterparties [2][5] Group 3 - The transaction will proceed once Yingfeng Group and Daiming Trading complete payment and obtain the court's auction ruling, followed by the necessary legal procedures for equity transfer [3][6] - The company will maintain a sound corporate governance structure post-transaction, adhering to legal regulations and the company's articles of association [3][6] Group 4 - The transaction does not involve installment payments for the acquisition of assets, nor does it include fundraising arrangements related to the issuance of shares for asset purchases [4][6] - The transaction is structured to avoid significant adverse impacts on competition and ensure fairness in related transactions [4][6]