Securities Code: 300895 Securities Abbreviation: Tongniu Information Announcement No.: 2026-003
Beijing Tongniu Information Technology Co., Ltd. Progress Announcement on Non-public Agreement Transfer and Gratuitous Transfer of State-owned Equity, and Proposed Change of Controlling Shareholder and Actual Controller
The Company and the entire Board of Directors guarantee that the content of this information disclosure is true, accurate, and complete, and that there are no false records, misleading statements, or major omissions.
Key Content Reminder:
- Beijing Tongniu Information Technology Co., Ltd. (hereinafter referred to as the "Company") and its controlling shareholder Beijing Fashion Holding Co., Ltd. (hereinafter referred to as "Fashion Holding") and its subsidiary Beijing Tongniu Group Co., Ltd. (hereinafter referred to as "Tongniu Group") have signed the "Gratuitous Transfer Agreement of State-owned Equity" and the "Share Transfer Agreement" with Beijing Data Group Co., Ltd. (hereinafter referred to as "Data Group") and Beijing Guorui Kexin Consulting Management Center (Limited Partnership) (hereinafter referred to as "Guorui Kexin"). Tongniu Group will non-publicly transfer its 16.5329% stake in the Company (23,278,415 shares, freely tradable A shares) to Data Group via agreement, and transfer its 8.2664% stake in the Company (11,639,208 shares, freely tradable A shares) to Guorui Kexin via non-public agreement; Fashion Holding will gratuitously transfer its 13.3671% stake in the Company (18,820,981 shares, freely tradable A shares) to Data Group.
- This non-public agreement transfer and gratuitous transfer matter is still subject to compliance confirmation by the Shenzhen Stock Exchange and the share transfer registration procedures by China Securities Depository and Clearing Corporation Limited. The transaction is still subject to uncertainty. After this transaction, the Company's controlling shareholder will change from Fashion Holding to Data Group, and the Company's actual controller will change from the State-owned Assets Supervision and Administration Commission of the People's Government of Beijing Municipality (hereinafter referred to as "Beijing SASAC") to Beijing State-owned Assets Management Co., Ltd. (hereinafter referred to as "State-owned Assets Management").
I. Overview of Agreement Transfer
The Company disclosed the "Notice on Non-public Agreement Transfer and Gratuitous Transfer of State-owned Equity and Proposed Change of Controlling Shareholder and Actual Controller" (Announcement No.: 2025-098) on December 15, 2025. According to the "Notice on Equity Optimization and Restructuring of Beijing Tongniu Information Technology Co., Ltd." issued by the State-owned Assets Supervision and Administration Commission of the People's Government of Beijing Municipality (Jing Guo Zi [2025] No. 72), Fashion Holding's subsidiary Tongniu Group will non-publicly transfer its 16.5329% stake in the Company (23,278,415 shares, freely tradable A shares) to Data Group at a transfer price of RMB 46.01 per share. It will also non-publicly transfer its 8.2664% stake in the Company (11,639,208 shares, freely tradable A shares) to Guorui Kexin at a transfer price of RMB 46.01 per share. Concurrently, Fashion Holding will gratuitously transfer its 13.3671% stake in the Company (18,820,981 shares, freely tradable A shares) to Data Group. After this transaction, Tongniu Group will no longer hold shares in the Company. Data Group will hold 42,099,396 shares in the Company, accounting for 29.9000% of the Company's total share capital. Fashion Holding will hold 16,644,700 shares in the Company, accounting for 11.8215% of the Company's total share capital. Guorui Kexin will hold 11,639,208 shares in the Company, accounting for 8.2664% of the Company's total share capital. For details, please refer to the relevant announcements disclosed by the Company on the Juchao Information Network (www.cninfo.com.cn). Recently, Fashion Holding and its subsidiary Tongniu Group signed the "Gratuitous Transfer Agreement of State-owned Equity" and the "Share Transfer Agreement" with Data Group and Guorui Kexin. This non-public agreement transfer and gratuitous transfer matter is still subject to compliance confirmation by the Shenzhen Stock Exchange and the share transfer registration procedures by China Securities Depository and Clearing Corporation Limited. The transaction is still subject to uncertainty.