New Culture plans to acquire TV program production company Qianzu Culture with 2.16 billion yuan

New Culture acquired 100% equity of Qianzu Culture for 2.16 billion yuan. New Culture stated that after the completion of this acquisition, listed companies can establish an integrated, matrix-type and complementary business system.

New Culture announced on the 31st that the company plans to issue 58.95 million shares to the counterparty at a price of 28.48 yuan/share and pay 480 million yuan in cash, for a total price of 2.16 billion yuan to acquire 100% equity of Qianzu Culture. At the same time, the company's Xinwen plans to issue shares to no more than 5 specific investors and raise matching funds of no more than 2 billion yuan. Trading in the company's shares will resume on March 31.

According to public information, Qianzu Culture was established in 2007 and is mainly engaged in content service providers and operators of business operation services such as creativity, planning, production, distribution and sales of TV and online video columns, as well as related advertising.

In recent years, Qianzu Culture has taken the initiative to enter the overall creative production business of columns, especially variety columns, and produced a number of columns with certain popularity in the industry, such as Shanghai TV's "Popular Food" column, Zhejiang TV's "I Think You Have a Play" column and CCTV's "Running Classroom" column.

During the reporting period, the advertising sales of Qianzu Culture column mainly accounted for the advertising revenue earned by "This is Life" and "Taste of China." Among them,"This is Life" has a large income scale, and "Taste of China" has a small income scale. Since "This is Life" was broadcast inter-sessional from 2014 to 2015 and most of the episodes were broadcast in 2014, most of its revenue was confirmed in 2014, so the advertising sales of Qianzu Culture Section in 2015 were relatively low.

New Culture stated that after the completion of this acquisition, listed companies can establish an integrated, matrix-type and complementary business system. The three major platforms of listed companies can effectively expand their customer channels, improve product quality and introduce advertising resources. Qianzu Culture's high-quality column products can bring good positive feedback to the listed company's video content product line and enhance the horizontal business development capabilities of listed companies.

The commitment period for profit compensation for this transaction is 2016, 2017, 2018 and 2019. The counterparty promised that the net profit during the commitment period of Qianzu Culture will not be less than 140 million yuan, 190 million yuan, 230 million yuan and 276 million yuan respectively.

In the past three years, New Culture has continuously improved the speed of business transformation and upgrading, carried out matrix planning and strategic layout of the company's business system, and achieved the implementation of the "content + channel + technology" strategy. In terms of content product areas.

The company's TV drama business adheres to the path of high-quality and Internet-oriented, focusing on the production of large IP dramas and the distribution of Internet platforms, and has reached strategic cooperation agreements with first-line Internet platforms such as iQiyi to carry out in-depth development of Internet content products; The company has further increased investment in the film business sector. In 2015 alone, eight films including "Saving Mr. My Rescue" were released. In particular, the company participated in the investment and production of "Mermaid" directed by Stephen Chow, which has broken a series of box office records since its release in early 2016., has become the best-selling Chinese film in history, creating a double harvest of reputation and box office; In terms of the development of large IP and diversified entertainment content, the company focuses on developing core IPs such as "Xuanyuan Sword" and "Monopoly" based on strategic cooperation with Taiwan Daewoo to carry out multi-dimensional transformation between film and television dramas and ACG content products such as games and comics., forming interactive communication among various audiences and improving the monetization ability of the company's core content products; In terms of column business, the company has established a variety business department and intervened in this content product field through various forms such as self-made programs, equity participation and strategic cooperation. It has also established the market influence of new culture through brand columns such as "Come on Little Boss","What to Eat Today","Twenty-Four Hours" and "Huayang Dream Factory". In terms of media channels.

In terms of technical fields. Based on its early strategic investment in 3D technology and mobile Internet, the company further deployed the "Shanghai Precision Video Search Application Cloud Public Service Platform", developed and established a three-dimensional database and a film and television database, and realized video data resources through distributed cloud storage technology. Centralized storage and management; The acquisition of Chuangsi Network, a cross-screen interactive marketing service provider, further strengthens the technical accumulation and operating experience of the listed company's mobile Internet sector, allowing the company to open up the multi-screen interactive chain from content to advertising, and promote the Internet-based operation of traditional media.

In the past three years, the company's main business income was 480.6125 million yuan, 614.4766 million yuan and 1.017.1633 million yuan respectively.

[Original Announcement]

New Culture: Issuing shares and paying cash to purchase assets and raising matching funds and plan for major asset reorganization (revised draft)

Editor: vian