出品：新浪上市公司研究院 文/夏虫工作室 核心观点：天地在线遭遇合同诈骗疑问重重，其一，公司相关内控是否存在严重缺陷？其二，公司疑似 与刚设立公司进行大额项目合作，是否考虑相关款项资金安全等问题，相关合同实质性又如何？值得注 意的是，天地在线上市前后业绩反差大，上市后渠道业务反超直销业务，但毛利率低至0.11%，相关业 务合理性或待考。 近日，天地在线因子公司全时分享陷入合同诈骗引发市场关注，所涉金额超5000万元。 值得注意的是，2025年前三季度，公司实现营业收入9.07亿元，同比下降17.47%，归属于上市公司股东 的净利润-4，435.43万元，同比下降43.09%。从公司盈利层面看，这笔合同金额显然属于一笔不小的款 项。 合同诈骗疑云：合作方旗下公司刚设立不久 公告显示，全时分享于2025年7月、2025年8月与客户签署3份《推广服务合作合同》，合同约定由全时 分享为客户提供营销策划及执行服务。全时分享在上述营销服务执行过程中发现客户方项目对接人员谢 偲帆及其同伙涉嫌合同诈骗，涉案金额5，508.53万元。 天眼查显示，谢偲帆旗下存在三家公司，分别为奥润耀世（上海）科技发展有限公司、上海君略天成科 ...

先讲个故事。 前几天，与一位好久没见的投行老友小聚，我送了刚出版的新书《财报真相》（京东当当热销中，如需签名版请加微信raojiaoshou9） 我的财务分析体系：发现好公司，排除坏公司。已经出了两本书，《简明财务分析》，发现好公司的财务分析方法。《财报真相》是另一只手，排除坏公 司的极致，财务造假。 老友随手翻翻，看到一个案例，兴奋地讲，这家我之前去过，让我否了，觉着他家财务问题多，风险大，没敢接。 英雄所见略同，哈哈哈。 老友说，看了照片，领导也不敢做了，大家扯呼，散了，回家，了事。 我和老友讲，你这个小故事证明了，财务造假是不能从外部确证的，你需要进入到内部，才能找到证据。这对于外部投资者而言，是不可能的任务。企业 财务系统对于外部人而言就是个黑箱。 我随口问道，你是怎么发现他家有问题？ 老友说，我带着队伍进场，一看，另一家头牌券商人还在，正准备走，都是熟人，问他们，"你们为啥不做？"，尬笑回应："我们做不了，你们来，你们 来。" 别人不接，闻着就有问题。团队搞了几天，觉着疑点很多，老友觉着有风险，和领导汇报，说有风险，领导问，有啥证据？ 这家连财务室都不让进，凭证也不让看，哪来的证据？ 几个人发愁，凑 ...

Core Viewpoint - The acquisition process of Tian Di Online has been terminated after 13 months due to the withdrawal of the application for asset purchase and fundraising, as decided by the Shenzhen Stock Exchange [1] Group 1: Acquisition Details - Tian Di Online announced plans to acquire 100% equity of Jia Tou Group for a total price of 360 million yuan, with 144 million yuan in cash and 216 million yuan in shares, along with a fundraising of 216 million yuan [1] - The performance commitments from Jia Tou Group include net profits of no less than 40 million yuan, 46 million yuan, and 52.9 million yuan for the years 2025 to 2027 [1] Group 2: Business Impact - The acquisition aimed to expand Tian Di Online's business into advertising trading system services and smart marketing services, enhancing its market position and operational capabilities [2] - The company has faced challenges, with a decline in revenue from 4.061 billion yuan in 2021 to 1.338 billion yuan in 2024, and a shift from profit to loss [2] Group 3: Regulatory Challenges - Following inquiries from the Shenzhen Stock Exchange regarding asset quality and valuation, Tian Di Online requested an extension to provide further information [2] - The acquisition price was later revised down to 290 million yuan, with adjusted performance commitments of 30 million yuan, 34.5 million yuan, and 39.8 million yuan for the same period [2]

Core Viewpoint - The acquisition of Jiatou Group by Tiandi Online has been terminated after 13 months due to the withdrawal of the application for share issuance and cash payment for asset purchase, as well as the related fundraising [1] Group 1: Acquisition Details - Tiandi Online announced plans to acquire 100% equity of Jiatou Group for a total price of 360 million yuan, with 144 million yuan in cash and 216 million yuan in shares, while raising 216 million yuan in supporting funds [1] - The revised acquisition price for Jiatou Group was adjusted down to 290 million yuan, and the total amount of supporting funds was reduced to no more than 174 million yuan [2] - The performance commitments for Jiatou Group were also lowered, with net profits for 2025 to 2027 set at no less than 30 million yuan, 34.5 million yuan, and 39.8 million yuan respectively [2] Group 2: Business Context - Jiatou Group specializes in real-time advertising trading system services and smart marketing services, serving major internet companies such as Alibaba, Meituan, JD.com, Pinduoduo, and Kuaishou [2] - Tiandi Online aims to expand its business scope into advertising trading and smart marketing services through this acquisition, enhancing its operational scale and market position [2] - Tiandi Online's main business is providing digital marketing services and integrated smart services to small and medium-sized enterprises, but its performance has been declining, with revenue dropping from 4.061 billion yuan in 2021 to 1.338 billion yuan in 2024 [3]

Core Viewpoint - Tian Di Online (002995.SZ) has announced the termination of its plan to issue shares and pay cash for asset acquisition, along with the withdrawal of related application documents due to significant changes in the market environment since the initial planning of the transaction [1][2]. Group 1: Transaction Details - The company intended to acquire 100% equity of Shanghai Jia Tou Internet Technology Group Co., Ltd. (Jia Tou Group) from Zhang Fu and Shanghai Ji Na Management Consulting Partnership (Limited Partnership) through a combination of share issuance and cash payment [1][3]. - The proposed transaction involved a payment structure where 60% of the transaction value would be paid in shares and 40% in cash, with the total transaction price set at 29 million yuan [3][4]. - The company planned to raise up to 17.4 million yuan through the issuance of shares to no more than 35 specific investors to support the transaction [4]. Group 2: Financial Performance - For the first three quarters of 2025, the company reported a revenue of 906.99 million yuan, a year-on-year decrease of 17.47%, and a net loss attributable to shareholders of 44.35 million yuan [9][10]. - The company’s operating cash flow was negative at -95.85 million yuan, reflecting a decline of 48.55% compared to the previous year [10]. - In 2024, the company recorded a revenue of 1.338 billion yuan, down 27.49% year-on-year, with a net loss of 67.54 million yuan [10]. Group 3: Corporate Structure and Control - The transaction was classified as a related party transaction, as the acquiring parties would hold more than 5% of the company's shares post-transaction [4][8]. - The company’s main business focuses on providing digital marketing services and integrated smart services to small and medium-sized enterprises [5][6]. - The controlling shareholders of the company, Xin Yi An and Chen Hong Xia, collectively hold 54.44% of the shares, ensuring that there will be no change in the company's controlling shareholder or actual controller following the transaction [7][8].

Core Viewpoint - Tian Di Online's stock price has experienced a decline of 21.59% year-to-date, reflecting challenges in its business performance and market conditions [1]. Group 1: Stock Performance - As of October 29, Tian Di Online's stock price fell by 2.05% to 17.18 CNY per share, with a trading volume of 8.6185 million CNY and a turnover rate of 0.44%, resulting in a total market capitalization of 3.049 billion CNY [1]. - The company's stock has decreased by 0.98% over the last five trading days, 1.60% over the last 20 days, and 12.92% over the last 60 days [1]. Group 2: Financial Performance - For the period from January to September 2025, Tian Di Online reported a revenue of 907 million CNY, representing a year-on-year decrease of 17.47%, while the net profit attributable to shareholders was -44.3543 million CNY, a decline of 43.09% year-on-year [1]. - Cumulative cash distributions since the company's A-share listing amount to 65.1119 million CNY, with 12.6753 million CNY distributed over the past three years [2]. Group 3: Business Overview - Tian Di Online, established on December 30, 2005, and listed on August 5, 2020, is headquartered in Beijing and primarily provides digital marketing services (90.67% of revenue) and intelligent comprehensive services (8.49% of revenue) [1]. - The company operates within the media and advertising marketing industry, with involvement in e-commerce, Web3 concepts, online live streaming, and platforms like Kuaishou and Xiaohongshu [1]. - As of September 30, the number of shareholders was 29,800, a decrease of 6.14% from the previous period, with an average of 3,773 circulating shares per shareholder, an increase of 6.55% [1].

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]

Company Overview - Tian Di Online, established on December 30, 2005, and listed on August 5, 2020, is located in Beijing and primarily provides digital marketing services and intelligent comprehensive services [1][2] - The company's revenue composition includes 90.67% from digital marketing services, 8.49% from intelligent comprehensive services, and 0.84% from other sources [1] Financial Performance - For the first half of 2025, Tian Di Online reported a revenue of 654 million yuan, a year-on-year decrease of 9.86%, and a net profit attributable to shareholders of -33.44 million yuan, down 49.41% year-on-year [2] - Cumulative cash dividends since the A-share listing amount to 65.11 million yuan, with 12.68 million yuan distributed over the past three years [3] Stock Performance - As of September 30, the stock price of Tian Di Online increased by 2.05% to 17.96 yuan per share, with a market capitalization of 3.187 billion yuan [1] - Year-to-date, the stock has declined by 18.03%, with a 2.86% increase over the last five trading days, a 3.39% decrease over the last 20 days, and a 5.47% decrease over the last 60 days [1] Shareholder Information - As of June 30, 2025, the number of shareholders decreased by 7.41% to 31,700, while the average circulating shares per person increased by 8.01% to 3,542 shares [2] - Notably, the top ten circulating shareholders saw the exit of Galaxy Zhihui Mixed A (519644) from the list [3]

Group 1 - The company is executing a capital operation strategy that includes a private placement to raise up to 174 million yuan at a price of 12.58 yuan per share while simultaneously facing employee stock platform reductions [1] - Employee stock platforms, specifically Yiming Investment and Yifei Investment, plan to reduce their holdings between August 4 and November 3, 2025, citing reasons related to market conditions [1] - The company is pursuing a significant asset acquisition, intending to purchase 100% equity of Jiato Group for a transaction price of 290 million yuan while also raising matching funds not exceeding 174 million yuan [1] Group 2 - The pricing for the private placement is based on the average price over the 120 trading days prior to the board resolution on October 30, 2024, complying with regulatory requirements [2] - The reduction of shares by the controlling shareholder and actual controllers occurred nearly a year after the private placement proposal was disclosed, with the reduction price significantly higher than the placement price, creating a notable price gap [2] - The company's main business focuses on providing digital marketing services and intelligent comprehensive services tailored to customer needs [2] Group 3 - The company's post-listing performance has been disappointing, with revenue declining from 4.061 billion yuan in 2021 to 1.338 billion yuan in 2024, and net profit turning from a profit of 54.098 million yuan in 2021 to a loss of 67.5439 million yuan in 2024 [2] - Under performance pressure, the company is seeking external mergers and acquisitions, but the acquisition target, Jiato Group, has a significant reliance on major clients, with the top five clients accounting for 84.75% and 75.95% of revenue in 2023 and 2024, respectively [2]

Group 1 - The company is conducting a private placement to raise no more than 174 million yuan at a price of 12.58 yuan per share while simultaneously facing employee stock platforms reducing their holdings at an average price of approximately 18 yuan per share, raising concerns about potential profit transfer [1][2] - The reduction in holdings by the employee stock platforms is attributed to the personal financial needs of the employees, with shares originating from pre-IPO holdings and capital reserve conversions [1][2] - The company is pursuing a significant asset acquisition, planning to purchase 100% equity of Jiato Group for a transaction price of 290 million yuan while also raising matching funds not exceeding 174 million yuan [1][3] Group 2 - The capital operations have drawn market attention due to the disparity between the high selling price of the employee stock platforms and the lower private placement price [2] - The reduction occurred nearly a year after the disclosure of the private placement plan, with the selling price significantly higher than the placement price, raising further market skepticism [2] - The actual controller of the company, Xin Yian, has been involved in a share transfer agreement, transferring 12.3686 million shares, representing 6.97% of the total share capital, for a price of 200 million yuan [2] Group 3 - The company's main business focuses on providing digital marketing services and intelligent comprehensive services based on customer needs [3] - The company's financial performance post-IPO has been disappointing, with revenue declining from 4.061 billion yuan in 2021 to 1.338 billion yuan in 2024, and net profit turning from a profit of 54.098 million yuan in 2021 to a loss of 67.5439 million yuan in 2024 [3] - In the first half of 2025, the company reported revenue of 655 million yuan, a year-on-year decrease of 9.86%, and a net loss of 33.4356 million yuan, a 49.41% year-on-year decline [3]