Core Viewpoint - The company plans to acquire 100% equity of Chengdu New潮传媒 Group Co., Ltd. through a combination of issuing shares and cash payments, with an estimated valuation of 8.3 billion RMB for the target company [10][24]. Transaction Overview - The transaction involves 50 counterparties, including Chongqing JD Haijia E-commerce Co., Ltd., Zhang Jixue, and Baidu Online Network Technology (Beijing) Co., Ltd. [10][11] - The payment structure will primarily consist of shares, with a minor portion in cash, and the exact ratio will be determined after the completion of the audit and evaluation [10][12]. Financial and Valuation Aspects - The estimated valuation of the target company is 8.3 billion RMB, but the final transaction price will be confirmed post-audit and evaluation [10][24]. - The financial data and asset evaluation results will be disclosed in the subsequent restructuring report, and there may be significant differences from the preliminary disclosures [2][10]. Impact on Company Operations - The acquisition is expected to enhance the company's existing outdoor advertising business by expanding its media resource coverage and optimizing the density and structure of its media resources [24][25]. - The target company's main business aligns with the company's current operations, focusing on outdoor advertising, which is anticipated to create synergies [24]. Regulatory and Approval Process - The transaction requires approval from the shareholders' meeting and relevant regulatory authorities, and the completion of the transaction is contingent upon these approvals [3][26]. - The company has already completed certain decision-making processes, including independent director reviews and obtaining the principle agreement from the controlling shareholder [25][26]. Shareholding and Control - The transaction is not expected to change the company's controlling shareholder or actual controller, maintaining the current ownership structure [24][25]. - The shareholding changes resulting from the transaction will be detailed in the restructuring report after the completion of the audit and evaluation [24][25].

Investment Rating - The investment rating for the company is "Buy" and is maintained [9] Core Views - The company plans to acquire 100% equity of New Wave Media through a combination of issuing shares and cash payment, with an estimated value of 8.3 billion yuan, corresponding to a price-to-sales (PS) ratio of 4.3 times based on New Wave Media's revenue of 1.932 billion yuan in 2023 [2][5] - The acquisition is expected to create synergies by complementing the company's media network coverage, especially after the bankruptcy of the third-largest media company, Huayu Media, which enhances the company's bargaining power as a leading media player [2][11] - New Wave Media has shown steady revenue growth but has not yet achieved profitability, with revenues of 1.497 billion yuan, 1.932 billion yuan, and 1.940 billion yuan for the years 2022, 2023, and the first nine months of 2024, respectively [11] - The company is projected to achieve net profits of 5.3 billion yuan and 5.9 billion yuan for the years 2024 and 2025, with price-to-earnings (PE) ratios of 20 and 18 times, respectively, assuming no consideration of the New Wave acquisition [2][11] Summary by Sections Acquisition Details - The company intends to acquire New Wave Media for 8.3 billion yuan at a share price of 5.68 yuan, with a PS ratio of 4.3 based on projected revenues [2][5] Financial Performance - New Wave Media's revenues for 2022, 2023, and the first nine months of 2024 were 1.497 billion yuan, 1.932 billion yuan, and 1.940 billion yuan, respectively, while it reported losses of 467 million yuan, 273 million yuan, and 5 million yuan [11] Market Position - The acquisition is expected to enhance the company's market position as the leading media player, benefiting from improved competition dynamics and increased bargaining power [11]