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分众传媒: 华泰联合证券有限责任公司关于本次交易产业政策和交易类型的核查意见
Zheng Quan Zhi Xing· 2025-08-06 14:12
Core Viewpoint - The transaction involves the acquisition of 100% equity of Chengdu Xinchao Media Group Co., Ltd. by Focus Media Information Technology Co., Ltd. through a combination of share issuance and cash payment, with independent financial advisor Huatai United Securities providing a review of the transaction's compliance with relevant regulations [1][2]. Group 1: Industry and Company Analysis - The main business of the listed company is the development and operation of outdoor advertising in the lifestyle media sector, focusing on elevator media and cinema screen advertising [1][2]. - The target company also operates in the outdoor advertising sector, specializing in digital and print advertising services in residential communities, indicating that both companies belong to the advertising industry [2][3]. - The independent financial advisor confirmed that the transaction does not fall under the categories of industries supported for mergers and acquisitions as outlined by the State Council and relevant ministries, such as automotive, steel, and pharmaceuticals [2][3]. Group 2: Transaction Details - The transaction type is classified as a merger within the same industry, as both the listed company and the target company operate in the advertising sector [3]. - The transaction does not constitute a restructuring listing, as there has been no change in the actual controller of the listed company within the past 36 months, maintaining Media Management Hong Kong Limited as the controlling shareholder [3][4]. - The transaction involves the issuance of shares to 50 counterparties, including Chongqing Jingdong Haijia E-commerce Co., Ltd., Zhang Jixue, and Baidu Online Network Technology (Beijing) Co., Ltd. [4].