中国经济网北京11月24日讯 天地在线(002995.SZ)近日披露了关于终止发行股份及支付现金购买资 产并募集配套资金暨关联交易事项并撤回申请文件的公告。 天地在线于2025年11月21日召开第四届董事会第九次会议，审议通过了《关于终止发行股份及支付 现金购买资产并募集配套资金暨关联交易事项并撤回申请文件的议案》，决定终止本次发行股份及支付 现金购买资产并募集配套资金暨关联交易事项。 公司原拟以发行股份及支付现金的方式向张富、上海极那管理咨询合伙企业（有限合伙）（以下合 称"交易对方"）购买其合计持有的上海佳投互联网技术集团有限公司（以下简称"佳投集团"）100%股 权并募集配套资金（以下简称"本次交易"）。 对于终止本次交易的原因，天地在线表示，自本次交易事项筹划以来，公司严格按照相关法律法规 及规范性文件要求，积极组织交易各相关方推进本次交易相关工作。鉴于本次交易事项推进时间较长， 当前市场环境较本次交易事项筹划初期发生了较大变化，为切实维护公司和广大投资者利益，经公司董 事会研究并与交易对方友好协商，交易各方决定终止本次发行股份及支付现金购买资产并募集配套资金 事项，并拟向深交所申请撤回本次交易相关申 ...

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share issuance and cash payment, while also raising supporting funds, but the review process has been suspended due to outdated financial data [1][2][3] Group 1: Company Performance - TianDi Online's revenue has declined from 4.061 billion in 2021 to 1.338 billion in 2024, with net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

Core Viewpoint - TianDi Online has shown a significant increase in stock price, reflecting positive market sentiment and potential growth in its digital marketing services [1] Group 1: Company Overview - TianDi Online, officially known as Beijing TianDi Online Network Information Co., Ltd., was established on December 30, 2005, and went public on August 5, 2020 [1] - The company is headquartered in Beijing and primarily offers digital marketing services, which account for 90.67% of its revenue, alongside smart comprehensive services at 8.49% and other services at 0.84% [1] Group 2: Fund Holdings - The fund "Tongtai HuiLi Mixed A" (008180) holds 189,500 shares of TianDi Online, representing 4.79% of the fund's net value, making it the tenth largest holding [2] - The fund has achieved a year-to-date return of 30.14%, ranking 2751 out of 8172 in its category, and a one-year return of 59.39%, ranking 2348 out of 7980 [2] Group 3: Fund Manager Performance - The fund manager Chen Zongchao has been in position for 4 years and 54 days, with a total fund size of 315 million yuan, achieving a best return of 27.06% and a worst return of -25.31% during his tenure [3] - Co-manager Mai Jianpei has been in position for 129 days, managing a fund size of 161 million yuan, with a best return of 29.45% and a worst return of 3.16% [3]

Core Viewpoint - Tian Di Online (002995) reported a significant decline in net profit and revenue for the first half of 2025, indicating challenges in its business model and financial performance [1]. Financial Performance - The total revenue for the first half of 2025 was 654 million yuan, a decrease of 9.86% compared to 725 million yuan in the same period of 2024 [1]. - The net profit attributable to shareholders was -33.44 million yuan, reflecting a 49.41% decline year-on-year from -22.38 million yuan [1]. - The gross margin was 4.93%, down 21.97% from 6.31% in the previous year [1]. - The net margin was -4.68%, a decrease of 52.69% from -3.07% [1]. - Total expenses (selling, administrative, and financial) amounted to 50.80 million yuan, representing 7.77% of revenue, an increase of 32.37% year-on-year [1]. Cash Flow and Assets - The company reported cash and cash equivalents of 286 million yuan, a slight increase of 2.28% from 280 million yuan [1]. - Accounts receivable decreased by 19.96% to 125 million yuan from 156 million yuan [1]. - The company’s interest-bearing debt rose by 27.65% to 3.51 million yuan from 2.75 million yuan [1]. - Operating cash flow per share was 0.01 yuan, a significant increase of 102.84% from -0.48 yuan [1]. Business Model and Market Position - The company provides digital marketing services and integrated smart services, focusing on customer needs and offering comprehensive digital marketing solutions [3]. - Historical data indicates a median Return on Invested Capital (ROIC) of 24.31%, but the worst year recorded a ROIC of -7.18%, suggesting a fragile business model [3]. - The company has experienced two years of losses since its listing, indicating potential vulnerabilities in its business operations [3].

Core Viewpoint - The key to breaking through in the marketing industry lies in integrating technological innovation deeply into the industry, making new productive forces the core engine for high-quality corporate development [2][12]. Company Overview - Tian Di Online, established in 2005, has become a significant player in the internet marketing service sector, providing digital marketing and intelligent comprehensive services to over 170,000 enterprise clients [4]. - The company has built a marketing network covering major media resources such as Tencent, ByteDance, and 360, driving growth through a dual approach of "digital marketing services + intelligent comprehensive services" [4]. New Productive Forces - In the digital marketing field, new productive forces are reflected in the ability to innovate marketing models and enhance marketing effectiveness through data elements, AI technology, and cloud computing [5]. - Key breakthroughs for cultivating new productive forces include deep data value extraction, large-scale application of AIGC, creating virtual-real integrated marketing scenarios, and achieving automation and intelligence across the marketing chain [5][6]. Strategic Directions - The company is focusing on technology-driven strategies, scene reconstruction, and ecological collaboration to enhance its market position [6][7]. - The integration of virtual and real interactions has created new commercial spaces, with the company exploring virtual digital content services and immersive experiences in collaboration with cultural landmarks and commercial centers [6]. Business Evolution - The company adopts a strategy of "stabilizing the foundation while nurturing new opportunities," optimizing traditional digital marketing services while promoting the scene-based implementation of virtual digital businesses [8]. - Resources are strategically invested in developing innovative businesses represented by virtual digital assets and AI-driven enterprise applications [8][9]. R&D and Innovation - R&D is a core focus for the company, with significant emphasis on intelligent marketing, virtual reality content services, and AI applications [11]. - The company aims to enhance service value and client experience through continuous innovation and refinement of its offerings [11].

Core Viewpoint - Tian Di Online plans to acquire 100% equity of Shanghai Jia Tou Internet Technology Group through a combination of share issuance and cash payment, while also raising supporting funds [1][2] Group 1: Acquisition Details - The acquisition will increase the total share capital from 177 million shares to 195 million shares, resulting in a dilution of the controlling shareholders' stake from 54.44% to 49.64% [1] - The controlling shareholders, Xin Yi An and Chen Hong Xia, will transfer a total of 12.369 million shares (6.97% of current total shares) to Ling Fa Investment for a price of 200 million RMB, at a price of 16.17 RMB per share [1][2] Group 2: Strategic Intent - The transfer aims to introduce a strategic investor to enrich the shareholder structure and is based on the asset management needs of the transferors [2] - The acquisition aligns with Tian Di Online's business focus and the development direction of Hainan Ling Shui, enhancing collaboration in digital marketing and cultural industries [3] Group 3: Business Operations - Tian Di Online provides digital marketing services and integrated smart services, including internet marketing, brand promotion, and advertising analysis [3] - The company plans to enhance its marketing capabilities and customer acquisition through AI technology and digital tools, aiming to improve overall marketing efficiency and customer satisfaction [5] Group 4: Financial Performance - In 2024, the company reported a revenue of 1.338 billion RMB and a net loss attributable to shareholders of 67.54 million RMB, indicating a cautious approach to asset impairment [4]