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Online's restructuring plan to acquire 100% of Shanghai JiaTou has been halted by the Shenzhen Stock Exchange due to outdated financial information in the application documents [1][2] Group 1: Acquisition Details - The acquisition plan began in November 2024, with an initial valuation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 (002995.SZ) is undergoing an asset restructuring to enhance its profitability by acquiring 100% equity of Shanghai Jiato Internet Technology Group Co., Ltd. for 360 million yuan, while raising up to 216 million yuan in supporting funds [1][3]. Group 1: Acquisition Details - The acquisition involves a total valuation of Jiato Group at 365 million yuan, with a premium of 364.75% [2][3]. - The payment structure includes 144 million yuan in cash and 216 million yuan in shares [3]. - The acquisition aims to expand Tian Di Online's business scope into advertising trading systems and intelligent marketing services, leveraging synergies between the two companies [4]. Group 2: Financial Performance - Tian Di Online has faced declining performance since its IPO in August 2020, with a total net loss of 93.64 million yuan over the past two years [1][6]. - In 2024, the company reported a revenue of 1.338 billion yuan, a decrease of 27.49%, and a net loss of 67.54 million yuan, reflecting a year-on-year decline of 158.76% [5][6]. - Jiato Group, in contrast, demonstrated stronger profitability, achieving revenues of 114 million yuan and 167 million yuan in 2023 and 2024, respectively, with net profits of 20.09 million yuan and 31.43 million yuan [6][7]. Group 3: Future Projections - Jiato Group has committed to achieving a net profit of no less than 138.9 million yuan from 2025 to 2027, with specific annual targets [1][7]. - Post-acquisition, Tian Di Online's projected revenue and net profit are expected to increase by 12.49% and 50%, respectively, with total assets and equity also showing significant growth [7].