Stock Code: 300846 Stock Abbreviation: Capital Online Announcement No.: 2026-063
Beijing Capital Online Data Service Co., Ltd.
Announcement Regarding the Acquisition of the Remaining 40% Equity Interest in Holding Subsidiary Zhongjia Hexin via Cash Payment
Special Notice:
-
To further implement the company's development strategy and rapidly expand its market layout, Beijing Capital Online Data Service Co., Ltd. (hereinafter referred to as the "Company" or "Capital Online") intends to use its own or self-raised funds of RMB 236.52 million to acquire the remaining 40% equity interest in its holding subsidiary, Beijing Zhongjia Hexin Communication Technology Co., Ltd. (hereinafter referred to as "Zhongjia Hexin" or the "Target Company") (hereinafter referred to as the "Transaction"). Upon completion of the Transaction, the Company will directly hold 100% of the equity of the Target Company.
-
This Transaction has been reviewed and approved at the 18th meeting of the 6th Board of Directors, the 5th special meeting of independent directors of the 6th Board of Directors in 2026, and the 2nd meeting of the 2026 Strategy Committee, and does not require submission to the Company's general meeting of shareholders for approval.
-
In view of the provisions of the relevant supplementary agreement for this Transaction, if the Company fails to pay the transfer consideration in full and on time in batches as agreed in the equity acquisition agreement, Mr. Qu Ning, as the controlling shareholder and actual controller of the Company, shall assume unconditional, irrevocable, and joint and several liability. This Transaction constitutes a related-party transaction. According to the "Administrative Measures for Major Asset Restructuring of Listed Companies," this Transaction does not constitute a major asset restructuring.
-
This Transaction includes a performance commitment. The performance committer promises that the Target Company will achieve a net profit of no less than RMB 42 million during the period from January 1, 2026, to December 31, 2026.
-
This Transaction involves risks such as the difference between the transaction price of the Target Company and its historical transaction price, operational integration risks, and the risk that the performance commitment may not be realized. Please refer to "VIII. Risk Warning" below.
Investors are advised to pay attention to investment risks.
I. Transaction Overview
(I) Basic Information of the Transaction
On June 18, 2026, the Company signed the "Equity Acquisition Agreement of Beijing Zhongjia Hexin Communication Technology Co., Ltd." (hereinafter referred to as the "Transaction Agreement") with Zhangjiajie Maochen Enterprise Management Consulting Center (Limited Partnership) (hereinafter referred to as "Maochen Management"), Zhangjiajie Jingfeng Enterprise Management Consulting Center (Limited Partnership) (hereinafter referred to as "Jingfeng Management"), Shenzhen Zhongjie Network Information Technology Co., Ltd. (hereinafter referred to as "Zhongjie Network"), Beijing Zhongjia Yunzhi Digital Technology Co., Ltd. (hereinafter referred to as "Zhongjia Yunzhi") (the above parties are collectively referred to as the "Counterparties"), Liang Junhai, and Zhongjia Hexin. The Company intends to acquire 40% of the equity of the Target Company held by the Counterparties through cash payment. The transaction price is RMB 236.52 million. The details are as follows:
| No. | Counterparty Name | Transfer Price (RMB 10,000) | Equity Transfer Ratio |
|---|---|---|---|
| 1 | Zhangjiajie Maochen Enterprise Management Consulting Center (Limited Partnership) | 14,355.5143 | 24.2779% |
| 2 | Zhangjiajie Jingfeng Enterprise Management Consulting Center (Limited Partnership) | 5,785.7143 | 9.7847% |
| 3 | Shenzhen Zhongjie Network Information Technology Co., Ltd. | 2,237.9143 | 3.7847% |
| 4 | Beijing Zhongjia Yunzhi Digital Technology Co., Ltd. | 1,272.8572 | 2.1526% |
| Total | 23,652.0000 | 40.0000% |