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]

Group 1: Business Development and Strategy - The company is focusing on virtual digital business, investing in hardware, content operation, AI, and XR live streaming to provide comprehensive digital services [2][3] - The company plans to expand its VR large space projects across the country, enhancing digital upgrades in various sectors such as culture, tourism, and entertainment [7][20] - The company aims to enhance its digital marketing capabilities and optimize traditional business while exploring new service models in marketing, virtual digital, and digital entertainment [5][15][32] Group 2: Financial Performance - In 2024, the company reported revenue of CNY 1.337 billion, a decrease of 27.49% year-on-year, and a net profit loss of CNY 67.54 million, down 158.76% [13][14] - The company's gross margin for 2024 was 7.56%, an increase of 1.4% compared to the previous year, with digital marketing services showing a 1.64 percentage point improvement [8] Group 3: Mergers and Acquisitions - The company is in the process of acquiring 100% of Shanghai Jiato Internet Technology Group, with the transaction pending approval from shareholders and regulatory bodies [4][9][25] - The acquisition is expected to enhance the company's revenue scale and profitability, leveraging Jiato's customer base and media resources [25][30] Group 4: Compliance and Risk Management - The company has established a multi-layered review mechanism to ensure compliance in its virtual digital business, including regular training and monitoring of content [26][31] - The company actively monitors policy changes in digital marketing and virtual business to assess potential impacts on operations [31] Group 5: Market Position and Future Outlook - The company has built a diverse media matrix and strong partnerships with major internet media platforms, enhancing its marketing service capabilities [33] - The company is committed to exploring new paths for cultural and tourism IP to expand its market presence internationally [27]