TD Online(SZ:002995) Shang Hai Zheng Quan Bao·2025-09-23 18:58Core Viewpoint - The company, Beijing All-Time Tian Di Online Network Information Co., Ltd., has announced adjustments to its plan for issuing shares and cash to acquire 100% equity of Jiatu Group, with a total transaction price set at 29 million yuan, reflecting a 19.44% decrease from the previous valuation of 36 million yuan [3][58]. Group 1: Board Meeting Decisions - The fourth board meeting was held on September 23, 2025, where all five directors attended, and the meeting was deemed legal and effective [1]. - The board approved the adjustment of the asset acquisition plan, which includes a share issuance of 17.4 million yuan and cash payment of 11.6 million yuan [2][31]. - The board's voting results showed unanimous support with 5 votes in favor and no opposition [4][19]. Group 2: Transaction Details - The acquisition involves purchasing 100% equity of Jiatu Group from Zhang Fu and Shanghai Jina, with the payment structure being 60% in shares and 40% in cash [2][31]. - The number of shares to be issued is calculated to be 13,831,478 shares, based on the agreed payment amounts [5][34]. - The final issuance of shares is subject to approval by the shareholders' meeting and regulatory authorities [6][35]. Group 3: Performance Commitments - The performance commitments for the acquired company include a net profit of no less than 30 million yuan for 2025, 34.5 million yuan for 2026, and 39.8 million yuan for 2027 [8][36]. - If the actual net profit falls short of the commitments, the sellers will compensate the company with shares or cash [10][41]. - The performance commitment period will last for three years following the completion of the acquisition [8][36]. Group 4: Fundraising and Usage - The company plans to raise up to 17.4 million yuan through the issuance of shares, which will be used for cash payments, project construction, and related fees [20][47]. - The success of the fundraising is contingent upon the successful execution of the asset acquisition [22][48]. - The company may use self-raised funds for the intended purposes before the fundraising is completed [22][48]. Group 5: Regulatory Compliance - The adjustments to the transaction plan do not constitute a major change as per regulatory standards, as the reduction in transaction price does not exceed 20% [23][58]. - The company has followed the necessary decision-making procedures, including independent director reviews and financial advisor assessments [59][60]. - The independent financial advisor has confirmed that the adjustments comply with relevant regulations [60].