Shanghai New Culture Media Group Co., Ltd. (SZSE:300336) agreed to acquire Tulip Advertising & Media (Shanghai) Corporation from Wise Genesis Limited and other shareholders for CNY 1.2 billion in cash and stock on June 4, 2014. Shanghai New Culture will pay CNY 589.1 million in cash and issue 23.6 million in shares. In a related deal, Shanghai New Culture Media Group Co., Ltd. (SZSE:300336) agreed to acquire another Shenyang based advertising company from two individuals for CNY 300 million. For both the acquisitions, Shanghai New Culture Media Group Co Ltd will issue 33.65 million shares at an issue price of CNY 25.86 and will pay CNY 629.85 million in cash in total. Shanghai New Culture Media will acquire 42.38% stake in Tulip Media held by Wise Genesis Limited, Fame Hill Media Corporation Limited Panpacific Outdoor Media Company Limited, Yumi Media Corporation Limited, BNO Media Corporation Limited, Switch Media Corporation Limited, Asha New Media Limited by way of cash of CNY 508.8 million, 30.79% stake in Tulip Media held by Shanghai Yinjiu Advertising Co., Ltd, Shanghai Xinzhi Cultural Transmission Co., Ltd, by way of share issuance, a total of 14.3 million shares and will acquire 26.82% stake in Tulip Media held by Shanghai Xinxiang Advertising Co., Ltd, Shanghai Shidian Cultural Transmission Co., Ltd, Chengdu Chanyue Advertising & Media Co., Ltd. Shanghai Huiyu Cultural Transmission Co., Ltd, Beijing Zhibaiyang Advertising Co., Ltd, Shanghai Jufeng Advertising Co., Ltd, Shanghai Mingrui Advertising & Media Co., Ltd, Shenyang Wushi Integrated Advertising & Media Co., Ltd by way of share issuance and cash payment, a total of CNY 80.5 million will be paid in cash, and 9.3 million shares will be issued.

Shanghai New Culture Media Group Co., Ltd. will issue new shares through private placement to raise up to CNY 500 million for the acquisitions. For the year ended December 31, 2013, Tulip Advertising had total assets of CNY 623.59 million, revenues of CNY 459.11 million, operating profit of CNY 50.8 million, net profit of CNY 43.55 million. As of June 3, 2014, transaction was approved by Board of Shanghai New Culture Media Group and shareholders of Tulip Advertising. The transaction is subject to approval by shareholders of Shanghai New Culture Media Group, Shanghai Municipal Commission of Commerce and CSRC. As of June 20, 2014, the transaction was approved by the shareholders of New Culture Media and Tulip Advertising. As of October 20, 2014, the transaction was approved by CSRC. Haitong Securities Co., Ltd. acted as financial advisor, Llinks Law Offices acted as legal advisor and Zhonghua Certified Public Accountants acted as accountant for Shanghai New Culture Media Group.