Focus Media(SZ:002027) Zheng Quan Zhi Xing·2025-08-06 14:11Core Viewpoint - The legal opinion letter from Tongshang Law Firm confirms the legality and compliance of Focus Media's proposed acquisition of 100% equity in Chengdu New Trend Media Group Co., Ltd. through the issuance of shares and cash payment, involving 50 counterparties including Zhang Jixue, Chongqing JD, and Baidu Online [1][2][21]. Transaction Overview - Focus Media plans to acquire 100% of New Trend Media's shares by issuing shares and making cash payments, with New Trend Media becoming a wholly-owned subsidiary post-transaction [10][21]. - The transaction will involve issuing domestic listed RMB ordinary shares (A shares) at a price of RMB 5.68 per share, which is not lower than 80% of the market reference price [10][11]. Financial Details - The total assessed value of New Trend Media's equity as of March 31, 2025, is RMB 8.343 billion, with the agreed transaction price set at RMB 8.3 billion [11][21]. - The payment structure includes RMB 817.89 million in share consideration and RMB 12.11 million in cash, totaling RMB 830 million [11][12]. Share Issuance and Lock-up Period - The number of shares to be issued will be determined based on the formula: shares issued = transaction price in shares / share issuance price [11][12]. - Lock-up arrangements for the shares issued to counterparties include a 12-month restriction on transfer, with gradual unlocking thereafter [12][14]. Regulatory Compliance - The transaction does not constitute a major asset restructuring as the financial metrics do not exceed 50% of the corresponding metrics of Focus Media [21][22]. - The transaction is classified as a related party transaction due to the potential appointment of Zhang Jixue as a vice president and chief growth officer post-transaction [22]. Company Background - Focus Media, established in 1997, operates in the information technology sector and is listed on the Shenzhen Stock Exchange under the stock code 002027 [23][24].