国投证券股份有限公司 关于 北京全时天地在线网络信息股份有限公司 发行股份及支付现金购买资产 并募集配套资金暨关联交易 之 独立财务顾问报告（修订稿） 独立财务顾问 二零二五年八月 北京全时天地在线网络信息股份有限公司 独立财务顾问报告（修订稿） 独立财务顾问声明与承诺 国投证券股份有限公司（以下简称"国投证券"、"独立财务顾问"）接受 北京全时天地在线网络信息股份有限公司（以下简称"天地在线"、"公司"、 "上市公司"）委托，担任本次发行股份及支付现金购买资产并募集配套资金暨 关联交易（以下简称"本次交易"）的独立财务顾问，就该事项向天地在线全体 股东提供独立意见，并制作本独立财务顾问报告。 本独立财务顾问报告严格按照《中华人民共和国公司法》《中华人民共和国 证券法》《上市公司重大资产重组管理办法》《公开发行证券的公司信息披露内 容与格式准则第 26 号——上市公司重大资产重组》《上市公司并购重组财务顾 问业务管理办法》等法律法规的规范要求，根据本次交易各方提供的有关资料和 承诺编制而成。 本独立财务顾问按照证券行业公认的业务标准、道德规范，经过审慎调查， 本着诚实信用、勤勉尽责的态度，就本次交易认真履行尽 ...

中京民信（北京）资产评估有限公司 关于深圳证券交易所 《关于北京全时天地在线网络信息股份有限公司发行股 份购买资产并募集配套资金申请的审核问询函》 资产评估相关问题回复之核查意见 深圳证券交易所： 中京民信（北京）资产评估有限公司（以下简称"评估机构"或"我公司"） 收到贵所下发的《关于北京全时天地在线网络信息股份有限公司发行股份购买资 产并募集配套资金申请的审核问询函》后，我公司高度重视并立即组织相关人员 对有关问题经过了认真的讨论，对需评估机构核实回复的相关事项进行了核查， 现将问询函中涉及资产评估方面的问题汇报如下： 问题 3：关于评估预测 申请文件显示：（1）本次交易采用收益法评估结果作为定价依据，评估值 为 3.65 亿元，评估增值率为 364.75%。（2）收益法评估过程中，预测标的资产 2025年-2029年（以下简称预测期）广告交易系统服务收入复合增长率为 11.79%， 智能营销业务收入复合增长率为 15.94%；预测期标的资产收入由 1.87 亿元增长 至 3.09 亿元。（3）预测期内，标的资产广告交易系统服务毛利率由 55%逐步 下降至 48%，智能营销业务毛利率保持 12%不变。（4 ...

Group 1 - The transaction involves Tian Di Online acquiring 100% equity of Shanghai Jia Tou Internet Technology Group Co., Ltd. from Zhang Fu and Shanghai Ji Na Management Consulting Partnership, with a combination of share issuance and cash payment [1] - The deal has faced delays since receiving the Shenzhen Stock Exchange's inquiry letter on June 24, 2025, with a request for an extension to submit materials due to the need for further verification of certain matters [1] - Concerns have been raised regarding the quality of the target asset, as Tian Di Online has not disclosed key financial data or profitability information for Shanghai Jia Tou, which primarily operates in internet technology services [1] Group 2 - The core issues of the Shenzhen Stock Exchange's inquiry focus on three main areas: the reasonableness of the asset valuation, the feasibility of performance commitments, and the risk to the funding chain [2] - The valuation of Shanghai Jia Tou's net assets and profitability has not been made public, raising concerns about potential dilution of minority shareholders' rights due to the share issuance and cash payment involved in the transaction [2] - Tian Di Online's cash reserves were reported at only 214 million yuan at the end of Q1 2025, highlighting the financial pressure associated with the cash payment required for the transaction [2] Group 3 - The timing of the transaction raises questions about the motives behind the acquisition, especially since Tian Di Online's main business is digital marketing services, which accounted for over 80% of its revenue in 2024, while the synergy with Shanghai Jia Tou's internet technology services remains unclear [3] - The ownership structure of one of the counterparties, Shanghai Ji Na Management Consulting Partnership, is not disclosed, leading to concerns about potential related-party transactions or benefit transfers [3] - Despite the uncertainty surrounding the transaction, Tian Di Online's stock price increased by 1.18% on July 24, 2025, indicating some market participants are betting on the deal's approval, which contrasts with the company's fundamental performance [3]

Core Viewpoint - The company, Beijing All-Time Tian Di Online Network Information Co., Ltd., is seeking to acquire 100% equity of Shanghai Jiato Internet Technology Group Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds [1][2]. Group 1 - The company received an inquiry letter from the Shenzhen Stock Exchange on June 24, 2025, requiring a response within 30 days regarding the asset purchase and fundraising application [1]. - Due to the complexity of the matters involved in the inquiry, the company has applied for an extension to submit the written response within 30 days after the original deadline [2]. - The transaction is contingent upon approval from the Shenzhen Stock Exchange and registration consent from the China Securities Regulatory Commission, indicating uncertainty in the approval timeline [2].

根据《审核问询函》的要求，公司会同中介机构就《审核问询函》的反馈意 见进行逐项核查、落实和回复。鉴于《审核问询函》涉及的部分事项还需进一步 落实，以上事项的完成所需工作时间较长，预计无法在规定时间内完成回复工作。 公司已向深交所申请，将延期至《审核问询函》回复届满之日起 30 日内向审核 中心提交《审核问询函》的书面回复材料并及时履行信息披露义务。 本次交易尚需深交所审核通过以及中国证券监督管理委员会同意注册后方 可实施。最终能否经深交所审核通过，并经中国证券监督管理委员会予以注册以 及最终获得审批通过或同意注册的时间均存在不确定性。公司将根据该事项的进 展情况，按照有关法律法规的规定和要求及时履行信息披露义务，敬请广大投资 者注意投资风险。 证券代码：002995 证券简称：天地在线 公告编号：2025-048 北京全时天地在线网络信息股份有限公司 关于延期回复《关于北京全时天地在线网络信息股份有 限公司发行股份购买资产并募集配套资金申请的审核问 询函》的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或者重大遗漏。 北京全时天地在线网络信息股份有限公司（以下简称" ...

Core Viewpoint - The recent public fund reports reveal that high-performing funds have achieved impressive returns by focusing on sectors like innovative pharmaceuticals and new consumption, while also highlighting a trend towards thematic funds targeting niche markets [1][2][5]. Fund Performance and Holdings - High-performing funds have seen significant returns, with the Changcheng Pharmaceutical Industry Fund achieving a return rate of 102.52% this year, driven primarily by its focus on innovative pharmaceuticals [2]. - Many top-performing funds in the first half of the year are pharmaceutical-themed, including Zhongyin Hong Kong Stock Connect Pharmaceutical and Huashan Pharmaceutical Biotechnology [2][3]. - The top holdings of several funds have shifted towards technology and pharmaceuticals, with notable new additions like Zhongji Xuchuang and Xin Yisheng in the top ten holdings of the China Europe Digital Economy Mixed Fund [3]. Thematic Funds and Sector Focus - Some actively managed funds have undergone significant portfolio changes, with a complete overhaul of their top holdings to focus on emerging sectors like robotics and short dramas [4]. - The Tongtai Industry Upgrade Mixed Fund increased its stock position from 30% to 90% and shifted its focus to robotics, while the Tongtai Huile Mixed Fund transitioned to short drama and gaming stocks [4]. - Fund companies are launching numerous thematic products targeting specific high-growth sectors, such as controllable nuclear fusion and deep-sea technology, indicating a trend towards specialized investment strategies [5]. Market Outlook - Fund managers maintain a positive outlook for the equity market in the third quarter, with confidence in the performance of related sectors [6]. - The Changcheng Pharmaceutical Industry Fund manager anticipates growth in innovative pharmaceuticals driven by overseas licensing and domestic sales, while the Tongtai Industry Upgrade Fund manager expects significant opportunities in the robotics sector due to increased production and technological advancements [6].

Core Viewpoint - The market is currently experiencing structural opportunities, particularly with a "seesaw" phenomenon between technology stocks and high-dividend assets, as technology stocks strengthen while bank sector high-dividend assets undergo a correction [1]. Group 1: Technology Stocks and AI - Technology stocks, especially in the AI sector, have shown significant strength, with hardware and application segments both rising, leading to a boost in the TMT (Technology, Media, and Telecommunications) sector [1]. - Notable stocks in the AI sector include New Yi Sheng (300502), which rose by 11.69%, and Zhong Ji Xu Chuang (300308), which increased by 1.54%, with trading volumes of 130 billion and 101.7 billion respectively, ranking first and second in A-shares [1]. - The human-shaped robot and innovative drug sectors are also experiencing a rebound, with stocks like Wang Wei New Material and Rong Tai Co. seeing significant gains [1]. Group 2: Human-shaped Robots - The human-shaped robot sector has rebounded significantly, positively impacting the overall market, with multiple related sectors such as PEEK materials, motors, automotive parts, and industrial mother machines also rising [4]. - Key stocks in this sector include Rong Tai Co. (605133) and Zhejiang Rong Tai (603119), both hitting the daily limit up with increases of 10.01% and 10.00% respectively [6][5]. - The industry is in a relatively early stage, with expectations for broader applications in service, household, industrial, and rescue scenarios over the next 3 to 5 years, despite facing challenges in large-scale application [8]. Group 3: New Consumption Trends - The new consumption sectors, including the "Guzi Economy," pet economy, and beauty care, have collectively risen, indicating a rebound in consumer spending [10]. - In the "Guzi Economy," stocks like Tian Di Online and Hengdian Film & Television hit the daily limit up, reflecting strong market interest [10]. - The pet economy is also thriving, with Lan Sheng Co. hitting the daily limit up, supported by a growing pet ownership trend in urban areas, projected to reach 120 million pets by 2024 [14]. Group 4: Market Dynamics - The overall market is characterized by index fluctuations while individual stocks are performing strongly, particularly in AI, human-shaped robots, and innovative drugs [1]. - The market sentiment is shifting towards higher risk appetite, driven by the performance of technology stocks and emerging sectors [1].

Market Overview - The Shanghai Composite Index closed at 3500.62 points, below the five-day moving average, with a change of -0.12% [1] - The total trading volume of A-shares reached 926.995 billion yuan [1] Stock Performance - A total of 881 A-shares have prices that surpassed the five-day moving average [1] - Stocks with significant deviation rates include: - Yangdian Technology (13.80%) - Jujie Microfiber (13.15%) - Jindao Technology (9.04%) [1][2] - Stocks with minor deviation rates that just crossed the five-day moving average include: - Shanghai Laishi - Langsha Shares - Shanhe Intelligent [1] Individual Stock Data - Yangdian Technology (301012) had a trading rate of 20.02% with a latest price of 23.14 yuan and a deviation rate of 13.80% [2] - Jujie Microfiber (300819) also had a trading rate of 20.02%, latest price of 28.18 yuan, and a deviation rate of 13.15% [2] - Jindao Technology (301279) reported a trading rate of 13.38%, latest price of 25.00 yuan, and a deviation rate of 9.04% [2]

Performance Forecast - The company expects a net loss for the period from January 1, 2025, to June 30, 2025, with an estimated loss ranging from 24 million to 45 million yuan, compared to a loss of 22.3791 million yuan in the same period last year [1] - The net profit after deducting non-recurring gains and losses is projected to be a loss between 24.2 million and 46 million yuan, compared to a loss of 23.3016 million yuan in the previous year [1] - The basic earnings per share are expected to be a loss between 0.1352 yuan and 0.2536 yuan, compared to a loss of 0.1261 yuan per share in the same period last year [1] Reasons for Performance Change - The decline in overall operating performance is attributed to increased procurement costs influenced by upstream media policies [1] - The company conducted a comprehensive review of various assets at the end of the reporting period and, based on prudence, made provisions for asset impairment for assets showing signs of impairment [1]

[Current Period Performance Forecast](index=1&type=section&id=I.%20Current%20Period%20Performance%20Forecast) The company anticipates a net loss attributable to shareholders for the first half of 2025, ranging from **RMB 24 million to RMB 45 million**, representing an expanded loss compared to the prior year Performance Forecast Summary | Item | Current Period (Jan 1 - Jun 30, 2025) | Prior Period | | :--- | :--- | :--- | | **Net Profit Attributable to Shareholders** | Loss: RMB 24 million – RMB 45 million | Loss: RMB 22.3791 million | | **Net Profit After Non-Recurring Items** | Loss: RMB 24.2 million – RMB 46 million | Loss: RMB 23.3016 million | | **Basic Earnings Per Share** | Loss: RMB 0.1352/share – RMB 0.2536/share | Loss: RMB 0.1261/share | [Communication with Accounting Firm](index=1&type=section&id=II.%20Communication%20with%20Accounting%20Firm) The company explicitly states that the financial data in this performance forecast has not been audited by an accounting firm - The financial data in this performance forecast has not been audited by an accounting firm[3](index=3&type=chunk) [Explanation of Performance Changes](index=1&type=section&id=III.%20Explanation%20of%20Performance%20Changes) The decline in performance is primarily attributed to increased procurement costs due to upstream media policy changes and the company's provision for asset impairment based on prudence principles - Upstream media policy changes have led to increased procurement costs, resulting in a decline in overall operating performance[4](index=4&type=chunk) - Based on the principle of prudence, the company has made provisions for asset impairment for relevant assets showing signs of impairment[4](index=4&type=chunk) [Risk Warning and Other Related Disclosures](index=1&type=section&id=IV.%20Risk%20Warning%20and%20Other%20Related%20Disclosures) The company advises investors that this performance forecast is based on preliminary calculations and is unaudited, with final data subject to the 2025 semi-annual report, urging caution regarding investment risks - The financial data in this performance forecast are preliminary and unaudited, with detailed financial figures to be disclosed in the company's 2025 semi-annual report[5](index=5&type=chunk) - Investors are advised to make cautious decisions and be aware of investment risks[5](index=5&type=chunk)