Beijing, Sept. 25, 2025 (GLOBE NEWSWIRE) -- Kuke Music Holding Limited (NYSE: KUKE) ("Kuke" or the "Company"), a leading classical music services platform in China, today announced that it has acquired a controlling interest in Naxos Music Group, one of the world's largest independent classical music companies.

Transaction Overview

Under the terms of the agreements signed on September 17, 2025, Kuke acquired on the same day a controlling interest in Naxos Music Group through two transactions involving Naxos One Holding Limited ("Naxos One") and Desun Holding Limited ("Desun"), one of the two existing shareholders of Naxos One (the other shareholder is hereinafter referred to as the "Other Existing Shareholder"):

1. Share Subscription Agreement: Kuke firstly subscribed for 17,500 newly issued Class B ordinary shares of Naxos One at US$6,000 per share, for an aggregate consideration of US$105 million (the "Share Issuance Transaction").   
2. Share Purchase Agreement: Kuke secondly acquired 108 Class A ordinary shares of Naxos One from Desun (which automatically converted into 108 Class B ordinary shares of Naxos One upon transfer) at US$12,500 per share, for an aggregate consideration of US$1.35 million (the "Share Transfer Transaction").

The total transaction value is approximately US$106.35 million, and was settled entirely through the issuance of Kuke's Class A ordinary shares as consideration.

Transaction Structure and Consideration

Kuke issued 652,997,260 Class A ordinary shares and 8,395,679 Class A ordinary shares (collectively, the "Consideration Shares") to Naxos One and Desun, as consideration for the Share Issuance Transaction and the Share Transfer Transaction, respectively. Each Consideration Share was valued at US$0.1608 ("Price Per Consideration Share") based on the average closing price of Kuke's American Depositary Shares ("ADSs") for the 60 trading days immediately preceding September 17, 2025, discounted by 30%. 

Pursuant to the terms of the Share Subscription Agreement, the consideration may be settled either in cash (if Kuke has sufficient available funds at the closing) or through the issuance of Kuke's Class A ordinary shares. When settled through share issuance, the shares issued to Naxos One include redemption provisions allowing either party to initiate cash redemption at cost under certain circumstances, with the shares subject to lock-up and dividend waiver provisions until redemption. Kuke has committed to pursue financing to enable cash redemption as soon as reasonably practicable.

Under the Share Purchase Agreement, the Consideration Shares held by Desun are subject to a lock-up period of 24 months.

Upon completion of the transactions, Kuke holds approximately 70.43% of the outstanding shares of Naxos One, which in turn controls Naxos Music Group.

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