Beijing Media Corporation Limited announced that on March 10, 2026, the Company entered into the Framework Agreement with Beijing Capital, pursuant to which the Group shall provide Comprehensive Marketing Services for the Beijing Capital Group with effect from January 1, 2026 to December 31, 2028 for a term of three years. The Group will provide the following Comprehensive Marketing Services for the Beijing Capital Group, particularly including (i) full-process design of corporate brand advertising campaigns, creation of promotional content, media cooperation, public opinion monitoring, advertisement placement and brand promotion services (Brand Marketing and Promotion Services) provided by the Group at the request of the Beijing Capital Group; (ii) media operation services and related supporting services, ancillary services and technical support (New Media Operation Services) provided by the Group at the request of the Beijing Capital Group; (iii) online and offline events planning and execution, venue setup, production of materials and props, staffing services, setup and dismantling of exhibitions, and other event-related services (Event Planning and Execution Services) provided by the Group at the request of the Beijing Capital Group; and (iv) the design, production, editing and related ancillary services for promotional materials, including but not limited to brochures, videos, and outdoor advertisements (Promotional Material Design and Production Services) provided by the Group at the request of the Beijing Capital Group. The Framework Agreement shall be valid from January 1, 2026 to December 31, 2028 and shall become effective upon the satisfaction of the following conditions: (1) Beijing Capital possesses the full and valid qualifications to perform the Framework Agreement and there is no foreseeable potential risk of its termination; (2) The Framework Agreement has been duly executed by the legal representatives or their duly authorized representatives of both the Company and Beijing Capital, affixed with the official company seals, and the Company has completed all relevant compliance procedures as required by the Stock Exchange and regulatory authorities.
During the term of the Framework Agreement, should there occur a material change in national laws, regulations, or regulatory requirements, including publicity policies and internet governance policies, which renders the cooperation model under the Framework Agreement prohibited or incapable of being lawfully continued, either party shall have the right to terminate the Framework Agreement by providing one month?s prior written notice to the other party, without bearing any liability for breach of contract. The service fees payable by the Beijing Capital Group to the Group shall not be lower than the service fees that the Group would charge any third party for the same or similar services under comparable conditions, based on the arm?s length principle. The fees for the Comprehensive Marketing Services under the Framework Agreement shall be settled on a per-project basis.
For each project the Group undertakes for the Beijing Capital Group, the corresponding service fee shall be determined by the Group based on the workload and manpower costs (including qualifications, seniority and compensation levels) incurred, with a profit margin of 10% to 30% added to such actual costs. The specific amount of service fees for the Comprehensive Marketing Services shall be determined by both parties according to the pricing principles set out above and the corresponding specific execution agreement shall be executed. Settlement shall be made in accordance with the payment method and schedule specified in such specific execution agreement.
Once executed, the specific execution agreement shall be binding on both parties. The annual caps of transactions under the Framework Agreement are as follows: For the year ending December 31, 2026: RMB 8.8 million; For the year ending December 31, 2027: RMB 8.8 million; For the year ending December 31, 2028: RMB 8.8 million. In arriving at the above annual caps, the Directors have taken into account the following factors: (i) For the year ended December 31, 2025, the Group independently negotiated and provided the following services to relevant project companies of the Beijing Capital Group: (i) Brand Marketing and Promotion Services with a contract value of approximately RMB 2.5379 million; (ii) New Media Operation Services with a contract value of approximately RMB 1.9793 million; (iii) Event Planning and Execution Services with a contract value of approximately RMB 1.7378 million; and (iv) Promotional Material Design and Production Services with a contract value of approximately RMB 2.4064 million; (ii) With reference to historical contract values, the Beijing Capital Group?s business and promotional arrangements, the estimated frequency of engagements by various project companies, the workload per project, and the anticipated campaign scale, it is estimated that the expected transaction value for Comprehensive Marketing Services to be provided by the Group to the Beijing Capital Group for each year ended will be approximately RMB 8.6 million to RMB 8.7 million; and (iii) Such cap has factored in certain buffer to accommodate potential increases in the value of Comprehensive Marketing Services provided by the Group to the Beijing Capital Group under the Framework Agreement that arise from factors such as (i) additional or ad hoc promotional projects of the Beijing Capital Group; (ii) changes in the pace of marketing campaigns; and (iii) reasonable fluctuations in manpower and production costs.
