Baina Qiancheng's Acquisition of Zhonglian Century: Risk Analysis of Cross-Industry Digital Marketing

On the evening of December 25, 2025, Baina Qiancheng (300291.SZ) issued a major asset restructuring announcement, proposing to acquire 100% equity of Xiamen Zhonglian Century Co., Ltd. via issuing shares and paying cash, which is expected to constitute a major asset restructuring. On December 26, after the company resumed trading, its share price hit the daily limit, and the capital market showed a positive response to this “film and television + AI” cross-industry marriage [1][2].

According to the transaction plan, Baina Qiancheng will complete the 100% equity acquisition of Zhonglian Century through three parts [2][3]:

1. Direct Acquisition
   : Purchase 64.15% of Zhonglian Century’s shares from 7 transaction counterparties including Guoke Dingxin and Lin Xinyang
2. Indirect Acquisition 1
   : Indirectly obtain 24.53% of Zhonglian Century’s shares by acquiring 100% equity of Xingjushengchuan
3. Indirect Acquisition 2
   : Indirectly obtain 11.33% of Zhonglian Century’s shares by acquiring 100% property share of Dingchuang Century

As of now, the audit and evaluation work has not yet been completed, and the final transaction price is pending further disclosure. Meanwhile, Baina Qiancheng will issue shares to no more than 35 specific investors to raise supporting funds, but the merger and acquisition transaction does not depend on fund-raising.

In terms of asset scale, Baina Qiancheng’s total assets of 3.87 billion yuan far exceed Zhonglian Century’s 1.02 billion yuan. However, from the perspective of operating indicators, it shows the characteristic of “small swallowing large” [1][2]:

Indicator	Zhonglian Century	Baina Qiancheng
2024 Q1-Q3 Revenue	1.0 billion yuan	177 million yuan
2024 Q1-Q3 Net Profit	177 million yuan	-100 million yuan
Number of Employees	Over 500	374

Baina Qiancheng admitted in the announcement that the core motivation of this transaction is “through this transaction, the listed company will successfully break the business bottleneck of ‘film production + traditional advertising agency’ and achieve strategic breakthrough” [1][2]. Zhonglian Century is a digital marketing service provider based on digital + intelligent technology, whose main business includes one-stop digital intelligent marketing industry solutions, AI application scenario solutions, digital channel construction, etc., which are significantly different from Baina Qiancheng’s original business.

According to the transaction plan disclosure, this acquisition

, which is rare in A-share major asset restructurings [1][2]. Comparing with Baina Qiancheng’s previous acquisition cases, when it acquired Xi’an Yongxingfang Cultural Tourism Planning and Operation Co., Ltd. in 2023, it set a three-year cumulative 60 million yuan net profit commitment and compensation mechanism. In addition, horizontal comparison of similar cases—Tiandi Online’s acquisition of Jiatou Group and Mengwang Technology’s acquisition of Bicheng Digital—both set strict performance commitments and bet-on agreements [2].

Zhonglian Century’s financial data from 2023 to Q1-Q3 2025 shows [2]:

• Revenue: 736 million yuan → 1.382 billion yuan → 1.003 billion yuan (rapid growth)
• Net Profit Attributable to Parent: 151 million yuan → 176 million yuan → 178 million yuan (growth slowdown)

Net profit growth is significantly lower than revenue growth, reflecting that the company’s profitability is under pressure.

Zhonglian Century is deeply engaged in digital marketing in the communications industry, with core customers being the three major telecom operators (China Mobile, China Unicom, China Telecom), and suppliers concentrated among leading internet media. This business structure leads to limited bargaining power with upstream and downstream. Baina Qiancheng responded that: “The target company mainly relies on large customers, these large customers have relatively higher say, and the target company may have certain disadvantages in negotiations” [2].

Two recent failed mergers and acquisitions in the digital marketing field are worth noting:

• Tiandi Online’s Acquisition of Jiatou Group
  : Terminated in November 2025 due to expired financial data, changes in market environment, target performance decline, etc. [2]
• Mengwang Technology’s Acquisition of Bicheng Digital
  : Terminated due to reasons such as the target’s shareholder equity freeze [2]

These cases indicate that the market environment and business operations in the digital marketing field have great uncertainty.

Baina Qiancheng has been helmed by He Jianfeng, son of Midea’s founder, for seven years, but its cultural and entertainment transformation path has not been smooth [1][2]. Financial data shows that the company has accumulated losses exceeding 600 million yuan over more than two years, and in 2024, it is still digesting the goodwill impairment risks left by previous investments.

Baina Qiancheng was founded in 2002 and listed on the A-share market in 2012, once producing hit works like “Emperor Wu of Han”. However, in recent years, the traditional film and television business has faced an industry winter, and the company has actively sought transformation but repeatedly encountered setbacks. This cross-industry acquisition of a digital marketing enterprise is both an exploration of a new track and a reflection of the company’s self-rescue attempt under the dilemma of its main business.

The biggest challenge facing cross-industry mergers and acquisitions lies in business integration. Baina Qiancheng and Zhonglian Century have significant differences in business model, management system, and corporate culture. Film production emphasizes creativity and content, while digital marketing focuses more on technology and big data. How to achieve effective synergy will be an important issue facing management after the transaction is completed.

Baina Qiancheng’s practice of not setting performance commitments in the acquisition of Zhonglian Century carries high risks in the current market environment.

[1][2][3]:

1. Cross-Industry Integration Risk
   : Significant differences between the film and television and digital marketing industries, high integration difficulty
2. Lack of Performance Commitments
   : No floor clause to protect the interests of the listed company
3. Target Company’s Performance Slowdown
   : Net profit growth lags behind revenue growth
4. High Customer Concentration
   : High dependence on the three major telecom operators
5. Listed Company’s Own Dilemmas
   : Still digesting historical goodwill impairment

For investors, this acquisition may be an opportunity for Baina Qiancheng to achieve strategic breakthrough, or it may be a gamble that exacerbates operational risks. With the audit and evaluation work not yet completed and transaction details not yet finalized, it is necessary to pay close attention to subsequent disclosure information and carefully evaluate investment value.

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[1] Sina Finance - Baina Qiancheng’s Seven-Year Cultural and Entertainment Transformation Loses 390 Million Yuan, Midea Group’s Second Generation’s “Snake Swallowing an Elephant” Cross-Industry Acquisition Without Performance Bet (https://finance.sina.com.cn/cj/2025-12-26/doc-inhecwfc2482626.shtml)

[2] Jiemian News - Baina Qiancheng, with Continuous Losses, Plans Cross-Industry AI Marketing, Is the Target Company’s Performance Ceiling Emerging? (https://finance.sina.com.cn/jjxw/2025-12-31/doc-inhesahv5390846.shtml)

[3] NetEase - Losses Exceed 600 Million Yuan Over More Than Two Years, Baina Qiancheng Plans to “Bet on AI” via增发 and Cash to Acquire Zhonglian Century (https://www.163.com/dy/article/KHNBF8N305569L3G.html)