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财务资料过有效期 天地在线重组事项被中止审核

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share issuance and cash payment, while also raising supporting funds, but the review process has been suspended due to outdated financial data [1][2][3] Group 1: Company Performance - TianDi Online's revenue has declined from 4.061 billion in 2021 to 1.338 billion in 2024, with net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]