Core Viewpoint - The announcement details the completion of a share transfer agreement involving the company's controlling shareholders and a strategic investor, which does not affect the company's management or shareholder structure [2][6]. Group 1: Share Transfer Agreement - The controlling shareholders, Xin Yian and Chen Hongxia, transferred a total of 12,368,583 shares, representing 6.97% of the company's total share capital, to Hainan Lingfa Investment Co., Ltd. at a price of RMB 16.17 per share, totaling approximately RMB 200 million [2][3]. - The share transfer was officially registered on September 30, 2025, with the transfer date being September 29, 2025, confirming the completion of the transaction as previously disclosed [3][4]. Group 2: Compliance and Regulations - The share transfer complies with various laws and regulations, including the Company Law and Securities Law of the People's Republic of China, ensuring that the transaction adheres to the relevant guidelines and does not harm minority shareholders' interests [5][6]. - The transfer does not involve secondary market reductions or takeover offers, and it will not lead to changes in the controlling shareholders or actual controllers of the company [6]. Group 3: Asset Acquisition and Review Suspension - The company intends to acquire 100% equity of Shanghai Jiato Internet Technology Group Co., Ltd. through a combination of issuing shares and cash payments, but the review of this transaction has been suspended by the Shenzhen Stock Exchange due to outdated financial data in the application [8][9]. - The company plans to update the financial data and resume the review process as soon as possible, indicating that the suspension does not have a substantial impact on the transaction [10].

Core Viewpoint - TianDi Online plans to acquire 100% equity of JiaTou Group through a combination of share issuance and cash payment, while also raising supporting funds, but the review process has been suspended due to outdated financial data [1][2][3] Group 1: Company Performance - TianDi Online's revenue has declined from 4.061 billion in 2021 to 1.338 billion in 2024, with net profit turning from profit to loss [1] - In the first half of 2025, the company reported revenue of 654 million, a year-on-year decrease of 9.86%, and a net loss of 33.44 million [1] Group 2: Acquisition Details - The acquisition price for JiaTou Group is set at 360 million, with 144 million in cash and 216 million in shares, alongside a fundraising of 216 million [2] - The performance commitment for JiaTou Group includes net profits of no less than 40 million, 46 million, and 52.9 million for the years 2025 to 2027 [2] Group 3: Transaction Adjustments - Following inquiries from the Shenzhen Stock Exchange, the acquisition price was revised down to 290 million, a nearly 20% reduction, and the total fundraising amount adjusted to no more than 174 million [3] - The performance commitments were also lowered to net profits of no less than 30 million, 34.5 million, and 39.8 million for the years 2025 to 2027 [3] Group 4: Future Steps - The company aims to update financial data and resume the review process, asserting that the suspension does not materially affect the transaction [3]

Core Viewpoint - TianDi Online's restructuring plan to acquire 100% of Shanghai JiaTou has been halted by the Shenzhen Stock Exchange due to outdated financial information in the application documents [1][2] Group 1: Acquisition Details - The acquisition plan began in November 2024, with an initial valuation of Shanghai JiaTou at 3.65 billion yuan, representing a premium of 364.75% [2] - The transaction price for acquiring Shanghai JiaTou was adjusted from 360 million yuan to 290 million yuan, a decrease of approximately 19.44% [1][2] - The total amount for supporting fundraising was revised from a maximum of 216 million yuan to 174 million yuan [1] Group 2: Financial Performance - TianDi Online's revenue has been declining for several years, with reported revenues of 3.045 billion yuan, 1.845 billion yuan, and 1.338 billion yuan from 2022 to 2024 [4] - The company reported a net profit of 314.8 million yuan in 2022, followed by losses of 2610.33 million yuan and 6754.39 million yuan in 2023 and 2024, respectively [4] - In the first half of this year, the company achieved a revenue of 654 million yuan, a year-on-year decline of 9.86%, with a net loss of 3343.56 million yuan [4] Group 3: Market Position and Client Base - Shanghai JiaTou primarily serves large internet companies such as Alibaba, Meituan, JD.com, and others, while TianDi Online's clients are mainly small and medium-sized enterprises [3] - The geographical focus of Shanghai JiaTou's clients is mainly in the Yangtze River Delta, contrasting with TianDi Online's coverage in North China and Southwest regions [3] Group 4: Strategic Changes and Shareholder Actions - TianDi Online has made strategic adjustments in response to declining demand, including optimizing its product line and abandoning low-margin businesses [5] - On the same day the restructuring review was halted, the company announced the completion of a share transfer, where the controlling shareholders transferred 12.3686 million shares, accounting for 6.97% of the total share capital, for a total of 200 million yuan [6]

Core Viewpoint - Tian Di Online has successfully completed the transfer of shares to Hainan Lingfa Investment Co., Ltd., marking the introduction of a state-owned strategic shareholder, which is expected to enhance the company's market position and operational capabilities [1] Group 1: Share Transfer Details - The share transfer has resulted in Hainan Lingfa holding 6.97% of Tian Di Online's shares, making it a significant strategic shareholder [1] - The original controlling shareholders, Xin Yian and Chen Hongxia, along with their concerted parties, retain a combined 47.46% stake, ensuring that the company's control remains unchanged [1] Group 2: Strategic Implications - Hainan Lingfa, as a wholly-owned subsidiary of Hainan Province Ling Shui Li Autonomous County Development Holding Group Co., Ltd., brings substantial industry resources and capital operation capabilities [1] - The strategic investment reflects confidence in Tian Di Online's prospects in digital marketing, metaverse, digital cultural tourism, and AI technology [1] - The partnership aims to leverage the benefits of the Hainan Free Trade Port policy for regional market expansion and resource integration [1] Group 3: Future Collaboration - The completion of the share transfer marks a new starting point for strategic collaboration between Tian Di Online and Hainan Lingfa [1] - Both parties will work together to accelerate the construction of an ecosystem that integrates "technology + content + scenarios," enhancing innovation in digital technology applications across various sectors [1] - This collaboration is expected to strengthen the company's core competitiveness and profitability in the digital economy [1]

Core Viewpoint - Tian Di Online (002995) has successfully completed the transfer of shares to Hainan Lingfa Investment Co., Ltd., marking the introduction of a state-owned strategic shareholder [1] Group 1: Shareholder Changes - After the transaction, Lingfa Investment holds 6.97% of Tian Di Online's shares, becoming a significant strategic shareholder [1] - The original controlling shareholders, Xin Yi'an and Chen Hongxia, along with their concerted parties, retain a combined 47.46% stake, ensuring no change in control and stability in corporate governance [1] Group 2: Strategic Implications - Lingfa Investment, as a wholly-owned subsidiary of Hainan Lingshui Li Autonomous County Development Holding Group Co., Ltd., brings substantial industry resources and capital operation capabilities [1] - The strategic investment reflects confidence in Tian Di Online's prospects in digital marketing, metaverse, digital cultural tourism, and AI technology [1] - The partnership aims to leverage the benefits of Hainan Free Trade Port policies for regional market expansion and resource integration [1] Group 3: Future Collaboration - The completion of the share transfer marks a new starting point for strategic collaboration between Tian Di Online and Lingfa Investment [1] - Both parties will work together to accelerate the construction of an ecosystem integrating "technology + content + scenarios," enhancing innovation in digital technology applications across various sectors [1] - This collaboration is expected to strengthen the company's core competitiveness and profitability in the digital economy [1]

现金购买资产并募集配套资金暨关联交易通知的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚 假记载、误导性陈述或重大遗漏。 证券代码：002995 证券简称：天地在线 公告编号：2025-064 北京全时天地在线网络信息股份有限公司 关于收到深圳证券交易所中止审核公司发行股份及支付 董事会 三、风险提示 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。 北京全时天地在线网络信息股份有限公司（以下简称"上市公司"、"天地在 线"或"公司"）拟以发行股份及支付现金的方式向张富、上海极那管理咨询合伙 企业（有限合伙）（以下简称"交易对方"）购买其合计持有的上海佳投互联网技 术集团有限公司（以下简称"标的公司"）100%股权并募集配套资金（以下简称"本 次交易"）。 特此公告。 公司于 2025 年 9 月 30 日收到深圳证券交易所（以下简称"深交 ...

Core Points - The company announced that its controlling shareholders, Xin Yi'an and Chen Hongxia, have completed the transfer of shares to Hainan Lingfa Investment Co., Ltd. [1] - A total of 12,368,600 shares, representing 6.97% of the company's total equity, were transferred at a price of 16.17 RMB per share, amounting to a total transaction value of 200 million RMB [1] - Following the transfer, Xin Yi'an's shareholding decreased from 58,129,800 shares (32.76%) to 52,907,800 shares (29.81%), while Chen Hongxia's shareholding decreased from 28,586,600 shares (16.11%) to 21,440,000 shares (12.08%) [1] - Hainan Lingfa Investment Co., Ltd. acquired 12,368,600 shares, representing 6.97% of the total equity [1] - The completion of the share transfer did not result in any changes to the company's controlling shareholders or actual controllers [1]

2025 年 5 月 12 日，公司控股股东、实际控制人信意安、实际控制人陈洪霞与 陵发投签署了《股份转让协议》，协议约定信意安、陈洪霞通过协议转让的方式向 陵发投转让其合计持有的 12,368,583 股公司无限售流通股股份，占公司总股本的 6.97% ， 每 股 转 让 价 格 为 人 民 币 16.17 元 ， 股 份 转 让 总 价 款 合 计 为 人 民 币 199,999,987.11 元。具体内容详见公司于 2025 年 5 月 13 日披露于巨潮资讯网 （http:/www.cninfo.com.cn）的《关于控股股东、实际控制人协议转让部分股份引入 战略投资者暨权益变动的提示性公告》（公告编号：2025-036）、《天地在线简式 权益变动报告书（受让方）》《天地在线简式权益变动报告书（转让方及一致行动 人）》。 证券代码：002995 证券简称：天地在线 公告编号：2025-063 北京全时天地在线网络信息股份有限公司 关于控股股东、实际控制人协议转让部分股份完成过户登记 的公告 公司控股股东、实际控制人及一致行动人保证向本公司提供的信息内容真 实、准确、完整，没有虚假记载、误导性陈述或重大 ...

Core Viewpoint - Tian Di Online (002995.SZ) reported a decline in revenue and increased net losses for the first half of 2025 compared to the previous year, indicating ongoing financial challenges for the company [1][2]. Financial Performance Summary - The company achieved operating revenue of 6.54 billion yuan in the first half of 2025, a decrease of 9.86% year-on-year [1][2]. - The net profit attributable to shareholders was -334.36 million yuan, worsening from -223.79 million yuan in the same period last year, reflecting a decline of 49.41% [1][2]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was -341.52 million yuan, compared to -233.02 million yuan in the previous year, marking a decrease of 46.57% [1][2]. - The net cash flow from operating activities was 2.44 million yuan, a significant improvement from -85.96 million yuan in the same period last year, representing a change of 102.84% [1][2]. 2024 Financial Overview - In 2024, the company reported operating revenue of 1.34 billion yuan, down 27.49% from 1.84 billion yuan in 2023 [3]. - The net profit attributable to shareholders for 2024 was -675.44 million yuan, a decline of 158.76% from -261.03 million yuan in 2023 [3]. - The net profit after deducting non-recurring gains and losses was -674.43 million yuan, compared to -446.43 million yuan in the previous year, indicating a decrease of 51.07% [3]. - The net cash flow from operating activities was -127.92 million yuan, a significant decline from 63.52 million yuan in 2023, reflecting a change of -301.40% [3]. Company Background - Tian Di Online was listed on the Shenzhen Stock Exchange on August 5, 2020, with an initial public offering of 16.17 million shares, representing 25% of the total shares post-issuance, at a price of 33.84 yuan per share [3]. - The total amount raised during the IPO was 547.19 million yuan, with a net amount of 480.95 million yuan intended for various projects including integrated marketing services and research and development [4].

Company Overview - Tian Di Online, established on December 30, 2005, and listed on August 5, 2020, is located in Beijing and primarily provides digital marketing services and intelligent comprehensive services [1][2] - The company's revenue composition includes 90.67% from digital marketing services, 8.49% from intelligent comprehensive services, and 0.84% from other sources [1] Financial Performance - For the first half of 2025, Tian Di Online reported a revenue of 654 million yuan, a year-on-year decrease of 9.86%, and a net profit attributable to shareholders of -33.44 million yuan, down 49.41% year-on-year [2] - Cumulative cash dividends since the A-share listing amount to 65.11 million yuan, with 12.68 million yuan distributed over the past three years [3] Stock Performance - As of September 30, the stock price of Tian Di Online increased by 2.05% to 17.96 yuan per share, with a market capitalization of 3.187 billion yuan [1] - Year-to-date, the stock has declined by 18.03%, with a 2.86% increase over the last five trading days, a 3.39% decrease over the last 20 days, and a 5.47% decrease over the last 60 days [1] Shareholder Information - As of June 30, 2025, the number of shareholders decreased by 7.41% to 31,700, while the average circulating shares per person increased by 8.01% to 3,542 shares [2] - Notably, the top ten circulating shareholders saw the exit of Galaxy Zhihui Mixed A (519644) from the list [3]