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

Group 1 - The company guarantees the authenticity and completeness of the report and its summary, and assumes legal responsibility for any false statements or omissions [1][2][3] - The report does not represent any substantive judgment or approval from the China Securities Regulatory Commission or the Shenzhen Stock Exchange regarding the restructuring [2] - The controlling shareholder and management commit to not transferring shares during investigations related to false information provided during the transaction [3] Group 2 - The restructuring involves the acquisition of a company with a similar business focus on outdoor advertising, which will enhance the company's media network and resource coverage [8][9] - The transaction will be financed through a combination of issuing shares and cash payments, with a significant increase in the total share capital [8][9] - The transaction is expected to improve the company's total assets and revenue, although there will be a slight dilution in earnings per share in the short term [9][19] Group 3 - The transaction has undergone various decision-making and approval processes, including board meetings and agreements with multiple parties [10][11] - The company has received preliminary consent from its controlling shareholder and actual controller regarding the transaction [12] - The transaction is subject to further approvals from the shareholders' meeting, the Shenzhen Stock Exchange, and the China Securities Regulatory Commission [10][12] Group 4 - The company has established measures to protect the rights of minority investors, including strict adherence to information disclosure obligations and legal procedures [13][14] - A network voting platform will be provided for shareholders to facilitate participation in the decision-making process [14] - The company will separately disclose the voting results of minority investors to ensure transparency [15] Group 5 - The company has committed to measures to mitigate the dilution of immediate returns from the transaction, including accelerating the integration of the acquired company [19][21] - The company plans to enhance its profit distribution policy and optimize its investment return mechanisms to protect shareholder interests [21] - The controlling shareholder and management have made commitments to ensure the implementation of measures to compensate for any dilution of immediate returns [22]