重大资产重组，300291，明起复牌

Core Viewpoint - Banachian will resume trading on December 26, 2025, after announcing plans to acquire 100% of Zhonglian Century through a combination of share issuance and cash payment [1]. Group 1: Acquisition Details - Banachian plans 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]. - The company will also acquire 11.33% of Zhonglian Century by purchasing 100% of Dingchuang Century from twenty counterparties, with a 1% GP stake being purchased in cash by a wholly-owned subsidiary [3]. - The acquisition aims to enhance Banachian's marketing business and integrate into China's mainstream digital advertising and cloud computing ecosystem [3]. Group 2: Company Background and Financial Impact - Banachian primarily engages in multi-format film and marketing businesses, while Zhonglian Century is a leading provider of digital marketing solutions, expanding into finance and e-commerce sectors [3]. - The transaction is expected to increase Banachian's total assets, net assets, operating income, and net profit, thereby enhancing its competitive strength and sustainability [3]. - The acquisition is classified as a major asset restructuring but will not result in a change of control for Banachian [4]. Group 3: Financial Performance - In the first three quarters of the year, Banachian reported an operating income of 17.7 million, a decrease of 73.43% year-on-year, and a net profit attributable to shareholders of -67.54 million [4]. - The company’s basic and diluted earnings per share were both -0.0508, reflecting a 94.64% decline compared to the previous year [5]. - Total assets at the end of the reporting period were approximately 3.87 billion, showing a 2.83% increase from the previous year [5].