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（修订稿）

Core Viewpoint - The company is undergoing a significant restructuring involving the acquisition of assets through a combination of cash and stock issuance, which aims to enhance its operational capabilities and market position in the outdoor advertising sector [8][14][25]. Group 1: Transaction Overview - The restructuring plan involves the acquisition of 90.02% of the target company's shares for a total transaction price of 779,442.45 million yuan, with cash consideration of 2,964.95 million yuan and stock consideration of 776,477.51 million yuan [9][12]. - The transaction will increase the company's total shares to 15,907,251,607, with the issuance of 1,465,051,881 new shares [14][25]. Group 2: Impact on Business Operations - The target company operates in a similar sector, focusing on outdoor advertising and digital media platforms, which will allow the company to expand its media resource coverage and enhance its competitive edge [14][25]. - Post-transaction, the company expects an increase in total assets and revenue, although there will be a slight short-term dilution in earnings per share, with a decrease of 0.03 yuan per share for 2024 and 0.02 yuan per share for the first nine months of 2025 [14][25]. Group 3: Approval and Compliance - The transaction has undergone various approval processes, including board meetings and independent director reviews, and is pending approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission [15][17]. - The company has committed to strict compliance with information disclosure obligations and legal procedures throughout the transaction process [18][19]. Group 4: Investor Protection Measures - The company has implemented measures to protect investor interests, including providing a network voting platform for shareholders and ensuring separate counting of votes from minority shareholders [20][21]. - All parties involved in the transaction have guaranteed the authenticity and completeness of the information provided, assuming legal responsibility for any misrepresentation [23][24].