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]