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].

登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：002027 证券简称：分众传媒 上市地点：深圳证券交易所 上市公司声明 本公司及全体董事、高级管理人员保证本报告书及其摘要内容不存在虚假记载、误导性陈述或者重大遗 漏，并对其真实性、准确性和完整性承担个别和连带的法律责任。 本公司全体董事、高级管理人员保证本报告书及其摘要所引用的相关数据的真实性和合理性。 本报告书所述事项并不代表中国证监会、深圳证券交易所对于本次重组相关事项的实质性判断、确认或 批准。本报告书所述本次重组相关事项的生效和完成尚需有关审批机关的批准或注册。审批机关对于本 次交易相关事项所做的任何决定或意见，均不表明其对本公司股票的价值或投资者的收益做出实质性判 断或保证。 本公司控股股东以及全体董事、高级管理人员承诺：如在本次交易过程中所披露或提供的信息涉嫌虚假 记载、误导性陈述或者重大遗漏，被司法机关立案侦查或者被中国证监会立案调查的，在形成调查结论 以前不转让在上市公司拥有权益的股份，并于收到立案稽查通知的两个交易日内将暂停转让的书面申请 和股票账户提交上市公司董事会，由董事会代其向证券交易所和证券登记结算机构申请锁定；未在两个 ...

Group 1 - The core point of the article is that Focus Media plans to acquire 100% equity of New Trend Media for a total transaction price of 8.3 billion yuan, which will enhance its media resource coverage and competitive strength in the outdoor advertising sector [2][3] - The acquisition will not constitute a major asset restructuring but is classified as a related party transaction, and New Trend Media will become a wholly-owned subsidiary of Focus Media after the transaction [2] - Focus Media aims to optimize its media resource density and structure, expand its offline brand marketing network, and enhance its competitive capabilities in developing and servicing advertisers through this acquisition [2][3] Group 2 - New Trend Media specializes in operating community digital media platforms, focusing on outdoor advertising development and operation, with approximately 740,000 smart screens deployed across over 200 cities, covering more than 180 million urban residents as of September 30, 2024 [3] - Focus Media has established the largest urban lifestyle media network in China, covering mainstream consumer groups in various urban scenarios, while New Trend Media targets middle-class communities with flexible and dynamic advertising solutions [3] - The merger is expected to streamline the industry structure and promote high-quality, sustainable development in the advertising sector, creating a new ecosystem of co-construction, co-existence, and win-win collaboration [3]

Core Viewpoint - The report evaluates the market value of the total equity of Chengdu New Wave Media Group Co., Ltd. as part of the acquisition by Focus Media Information Technology Co., Ltd. [4][5] Group 1: Evaluation Summary - The evaluation was conducted by Zhonglian Asset Appraisal Consulting (Shanghai) Co., Ltd. for Focus Media, focusing on the total equity of Chengdu New Wave Media Group [4][6] - The evaluation date is set as March 31, 2025, and the value type assessed is market value [4][5] - The evaluation includes all assets and liabilities of Chengdu New Wave Media Group, considering both current and non-current assets [4][5] Group 2: Financial Findings - The book value of the total equity is reported at 3,383.487 million yuan, while the assessed value is 8,343.000 million yuan, indicating an increase of 4,959.513 million yuan, which corresponds to a growth rate of 146.58% [5][6] - The evaluation results are valid for one year, from March 31, 2025, to March 30, 2026 [5]

Core Viewpoint - The company plans to acquire 100% equity of Chengdu New Wave Media Group Co., Ltd. through a combination of issuing shares and cash payments, which may dilute the immediate earnings per share but aims to enhance long-term competitiveness in the outdoor advertising sector [1][6]. Group 1: Impact on Earnings - The transaction is expected to dilute the company's earnings per share in the short term, as the earnings will be affected until the integration of the acquired company is completed [1]. - The projected earnings per share before and after the transaction indicate a decrease in both basic and diluted earnings per share, reflecting the immediate impact of the acquisition [1]. Group 2: Measures to Mitigate Dilution - The company intends to accelerate the integration of the acquired company to enhance its competitive advantage and operational sustainability, which is expected to lead to steady growth in performance [2]. - A commitment to improve the profit distribution policy and optimize the investment return mechanism is outlined to protect shareholder interests post-transaction [2]. - The company will strengthen its governance structure and internal controls to enhance operational efficiency and manage costs effectively [3][4]. Group 3: Commitments from Stakeholders - The controlling shareholder and actual controller, along with the board of directors and senior management, have issued commitments regarding the measures to compensate for the potential dilution of immediate returns [4][5]. - These commitments include adherence to regulatory requirements and a willingness to compensate for any losses incurred by the company or investors due to non-compliance with the outlined measures [5]. Group 4: Independent Financial Advisor's Opinion - The independent financial advisor has assessed the company's analysis of the potential dilution and found it reasonable, affirming that the proposed measures align with regulatory requirements aimed at protecting minority investors [6].