Core Viewpoint - Kuke Music Holding Limited has acquired a controlling interest in Naxos Music Group, enhancing its position in the classical music services market and expanding its global reach [1][12]. Transaction Overview - The acquisition was completed on September 17, 2025, with a total transaction value of approximately US$106.35 million, settled entirely through the issuance of Kuke's Class A ordinary shares [2]. - Kuke issued a total of 661,392,939 Class A ordinary shares as consideration for the acquisition [3]. Transaction Structure and Consideration - The shares were valued at US$0.1608 each, based on the average closing price of Kuke's American Depositary Shares for the 60 trading days prior to the transaction [3]. - The consideration may be settled in cash or through share issuance, with provisions for cash redemption under certain circumstances [4]. Shareholder Rights and Approvals - The transactions received approval from Kuke's shareholders, Board of Directors, and Audit Committee, following an independent valuation [6]. - Existing shareholders of Naxos One had preemptive rights regarding the issuance of Class B ordinary shares, which were not exercised before the deadline [7]. Acquisition Details - Kuke subscribed for 17,500 newly issued Class B ordinary shares at US$6,000 per share, totaling US$105 million, and acquired 108 Class A ordinary shares from Desun for US$1.35 million [8]. - Following the acquisition, Kuke holds approximately 70.43% of the outstanding shares of Naxos One, which controls Naxos Music Group [5]. Strategic Rationale - The acquisition is seen as a transformative step for Kuke, providing significant synergies between its music education platform and Naxos's extensive catalog and distribution network [12]. - Kuke aims to leverage Naxos's world-class content library to enhance its offerings and strengthen its market position [13]. About Naxos Music Group - Naxos Music Group, established in 1987, is a leading independent classical music organization with a vast catalog and global distribution capabilities [10][11]. - The company has pioneered digital music streaming and operates a comprehensive ecosystem for classical music, including educational services [11].

Company Overview - Kuke Music Holding Limited is a leading classical music service platform in China, providing a comprehensive range of services from content provision to music learning solutions [5] - The company collaborates with Naxos, the largest independent classical music content provider globally, granting it access to over 900 top-tier labels and record companies [5] - Kuke offers classical music licensing services to various online platforms and subscription services to over 800 universities, libraries, and institutions across China [5] Extraordinary General Meeting (EGM) Details - Kuke will hold an extraordinary general meeting on September 12, 2025, at 10:30 am Beijing Time to consider key resolutions [1] - A class meeting for holders of Class B ordinary shares will precede the EGM at 9:30 am on the same date [2] Key Proposals for EGM - Proposal to amend voting rights for Class B ordinary shares from 50 votes per share to 1,000 votes per share, contingent on approval at the Class B Meeting [3] - Proposal to remove Yu Chen as a director of the company [3] - Proposal to amend Articles of Association to allow for written shareholder resolutions under Cayman Islands law [3] - Proposal to adopt fourth amended and restated articles of association, effective immediately after the EGM [3] Voting Eligibility - Holders of record of the company's ordinary shares as of August 18, 2025, are entitled to attend and vote at the EGM and Class B Meeting [4] - American depositary shares (ADS) holders must provide voting instructions to Deutsche Bank Trust Company Americas to exercise their voting rights [4]