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share issuance and cash payment, while also raising supporting funds, but the review process has been suspended due to outdated financial data [1][2][3] Group 1: Company Performance - TianDi Online's revenue has declined from 4.061 billion in 2021 to 1.338 billion in 2024, with net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 (002995) plans to acquire 100% equity of Shanghai JiaTou Internet Technology Group (JiaTou Group) for a total consideration of 360 million yuan, with 216 million yuan paid in shares and 144 million yuan in cash [1] Group 1: Acquisition Details - The acquisition will involve issuing shares and cash payments, with a total equity valuation of JiaTou Group at 360 million yuan [1] - The company intends to raise up to 216 million yuan through a private placement to no more than 35 specific investors [1] Group 2: Business Overview - JiaTou Group specializes in real-time advertising trading system services and intelligent marketing services, serving major internet companies such as Alibaba, Meituan, JD.com, Pinduoduo, and Kuaishou [1] - The core business of JiaTou Group is its self-developed ADX (Ad Exchange) advertising trading system, which provides efficient advertising placement services [1] Group 3: Financial Performance - Projected revenues for JiaTou Group are 114 million yuan in 2023 and 167 million yuan in 2024, with net profits of 18.73 million yuan and 30.57 million yuan respectively after deducting non-recurring gains and losses [2] - The gross profit margins for the advertising trading system services are expected to decline from 61.96% in 2023 to 56.96% in 2024 [2] Group 4: Client Base and Risks - The top five clients of JiaTou Group account for over 75% of its total revenue, indicating a high dependency on major internet companies [3] - The performance of JiaTou Group may be adversely affected if major clients change their marketing strategies or face operational difficulties [3] - The transaction is subject to regulatory approvals, and the timeline for these approvals remains uncertain [3]