Lehman Holdings acquires China Television New Culture for RMB 780 million, with net profit expected to be no less than RMB 240 million in the next three years

 Lehman Shares disclosed a draft of issuing shares and paying cash to purchase assets on the evening of April 11. According to the plan, the company plans to purchase 100% of the equity of China Television New Culture Company held by China Television Media and HD Investment Company through a combination of issuing shares and paying cash. About 50% of the consideration will be in the form of issued shares. About 50% of the consideration will be paid in cash, of which 18,670,212 shares and 2,074,468 shares are planned to be issued to China Television Media and HD Investment Company respectively, accounting for 5.04% and 0.56% of the total shares of the listed company after the completion of this transaction. HD Investment Company is a wholly-owned subsidiary of China Television Media, which means China Television Media directly and indirectly holds 5.60% of the shares of the listed company after this transaction.

At the same time, the company plans to issue shares to no more than 5 qualified specific investors to raise supporting funds, which will be used to pay the cash consideration of this transaction, transaction taxes, intermediary agency fees and supplement the working capital of the listed company. The assessed value of 100% equity of China Vision New Culture, the subject asset of this transaction, is 780,824,200 yuan. The transaction price was determined to be 780,000,000 yuan after negotiation between the two parties.

The listed company purchased assets and issued shares at a price of 18.80 yuan per share. It plans to issue shares to no more than 5 qualified specific investors to raise supporting funds of no more than 600 million yuan, of which approximately 390 million yuan will be used forAfter paying the cash consideration for this transaction, approximately 30 million yuan was used to pay taxes and intermediary agency fees for this transaction, and the remaining approximately 180 million yuan was used to supplement the listed company's liquidity.

According to data, Shenzhen Huashi New Culture Media Co., Ltd. has a registered capital of 40.5 million yuan and is mainly engaged in the development, purchase and sale, engineering installation and technical consulting of television equipment, digital equipment, wireless equipment and related technologies; planning agency of TV programs; cultural information consulting and business information consulting (excluding restricted projects); computer software development; and advertising business.

The announcement stated that according to the "Profit Forecast Compensation Agreement" and its supplementary agreement signed between the listed company and the transaction counterparties, China Television Media and HD Investment Company, the counterparties promised that the net profits attributable to the owners of the parent company after deducting non-recurring gains and losses realized by China Television New Culture, the subject company of this transaction, in 2016, 2017, and 2018 were not less than 60 million yuan, 80 million yuan, and 100 million yuan respectively.