分众传媒: 公司董事会关于本次交易是否构成重大资产重组、关联交易及重组上市的说明

Group 1 - The company plans to acquire 100% equity of Chengdu Xinchao Media Group Co., Ltd. through a combination of issuing shares and cash payment, involving 50 counterparties including Zhang Jixue, Chongqing JD Haijia E-commerce Co., Ltd., and Baidu Online Network Technology (Beijing) Co., Ltd. [1] - The preliminary estimated value of the target company's 100% equity is RMB 8.3 billion, and the transaction is not expected to meet the criteria for a major asset restructuring as defined by the relevant regulations [1][2] - The transaction is classified as a related party transaction since Zhang Jixue will be appointed as the company's Vice President and Chief Growth Officer after the transaction, making him a potential related party [1] Group 2 - The company’s control has not changed in the past 36 months, and the transaction will not alter the controlling shareholder or actual controller, thus it does not constitute a restructuring listing as per the regulations [2]