JINGDONG HOLDING GERMANY GMBH

    JD.com expands in Europe by signing an investment agreement with CECONOMY to accelerate CECONOMY’s transformation and growth through JD.com’s advanced technological, omni-channel retail and logistics expertise JD.com intends to launch a public takeover offer at an offer price of EUR 4.60 in cash, representing a premium of c. 42.6% to the 3 month VWAP as of 23 July 2025, the day prior to CECONOMY’s ad-hoc release confirming advanced discussions with JD.com CECONOMY’s long-term founder family shareholder Convergenta will maintain a 25.35% shareholding following the public takeover offer; Convergenta and JD.com have signed a shareholder agreement aligning on the strategic path of the business going forward and will join their entrepreneurial forces JD.com secured irrevocable undertakings from shareholders for an aggregate 31.7% of the total share capital of CECONOMY, securing a total shareholding of 57.1% in combination with the retained stake of JD.com’s future partner Convergenta ahead of the launch of the offer The public takeover offer will not contain a minimum acceptance threshold and JD.com committed for a period of three years not to seek or enter into a domination and profit and loss transfer agreement CECONOMY's Supervisory Board and Management Board fully support the public takeover offer and consider the transaction to be in the best interests of the company, its shareholders, employees, customers, partners and other stakeholders CECONOMY to remain a stand-alone business in Europe with a local independent technology stack and no changes are planned to the workforce, employee agreements and sites   Beijing / Düsseldorf, 30 July, 2025 – JD.com (“Bidder”; NASDAQ: JD; HKEX: 9618 (HKD counter) / 89618 (RMB counter)), a leading global supply chain-based technology and service provider, has signed a strategic investment agreement with CECONOMY AG (“CECONOMY”; XETRA: CEC), the parent company of leading European consumer electronics retailers MediaMarkt and Saturn. With this strategic investment partnership, JD.com and CECONOMY intend to build Europe’s leading next-generation consumer electronics platform. The new partnership aims to accelerate the further transformation of CECONOMY through the technology, omni-channel retail and logistics capabilities of JD.com to support CECONOMY’s long-term growth as a leading European omni-channel retailer. In the context of the planned partnership, JD.com, through its fully owned subsidiary JINGDONG Holding Germany GmbH, announced its intention to launch a voluntary public takeover offer (the “Offer”) to the shareholders of CECONOMY at an offer price of EUR 4.60 per share in cash for all outstanding shares of CECONOMY. CECONOMY is a European retail leader in the field of consumer electronics. Its main brands MediaMarkt and Saturn operate omni-channel retail businesses, combining strong e-commerce presence with more than 1,000 retail stores in 11 countries. CECONOMY has approximately 2 billion customer contacts per year and 50,000 employees across all markets. CECONOMY generated EUR 22.4 billion in total sales and an adjusted EBIT of EUR 305 million in the financial year 2023/24.   Strong partnership for growth, leveraging unique technological, omni-channel retail and logistics expertise Under the strategic investment agreement, the partners aim to drive CECONOMY’s growth as a stand-alone business and accelerate CECONOMY’s transformation into Europe’s leading omni-channel consumer electronics platform. JD.com, renowned for its superior customer experience and industry-leading e-commerce logistics service standards, will contribute its advanced technology, leading omni-channel retail expertise, and logistics and warehouse capabilities to the partnership. This will strengthen CECONOMY’s capabilities and further develop its core business and capitalize on its market position. As part of the strategic roadmap, CECONOMY will remain a stand-alone business in Europe with a local independent technology stack, and no changes are planned to the workforce, employee agreements and sites. “This partnership with CECONOMY will build Europe’s leading next-generation consumer electronics platform,” said JD.com CEO Sandy Xu. “CECONOMY’s market-leading position, strong customer relationships and growth are impressive, and we are firmly committed to investing in its people and distinct culture to build on this success. We will work with the team to strengthen the capabilities, while applying our advanced technology capabilities to accelerate CECONOMY’s ongoing transformation. Our goal is to further grow CECONOMY’s platform across Europe and create long-term value for customers, employees, investors and local communities. We have full confidence in the management team of CECONOMY and look forward to working together to initiate the next phase of growth.” CECONOMY CEO Dr. Kai-Ulrich Deissner said: “With JD.com’s outstanding retail, logistics, and technology capabilities, we can further accelerate our successful growth trajectory and go beyond our current strategic goals. Thanks to the tremendous dedication and commitment of our entire team, CECONOMY operates from a position of strength. Given the constantly evolving customer expectations and market dynamics, standing still is not an option. In the coming years, we don’t just want to keep pace with the transformation in European retail – we want to continue leading it. JD.com is the right partner for this. We share a passion for our customers and a firm belief that our employees, trusted partnerships with international brand manufacturers, and the combination of digital and brick-and-mortar business are the keys to success. We partner with JD.com to strengthen European retail, based on complementary strengths and shared values.” “We fully support the strategic investment agreement and takeover offer and are confident that it represents the best opportunity to further drive the successful transformation of CECONOMY,” said Jürgen Kellerhals of anchor shareholder Convergenta. “The management team of CECONOMY has a clear strategic vision, and JD.com brings the resources and expertise required to accelerate the company’s next phase of growth. The technological expertise of JD.com is world-leading, as demonstrated by its success in other markets. As the long-term anchor investor, we believe this is the right step at the right time for the business, our employees, and our customers.” JD.com is a global leading supply chain-based technology and service provider and brand platform. Since it was founded in 2004, JD.com has established a strong brand reputation by providing an industry-leading integrated omni-channel shopping experience for customers and redefining logistics service standards. With a mission of making lives better through technology, JD.com aims to become the world's most trusted company. JD.com already has extensive experience in Europe, operating logistics services and warehouses in many European countries, including Germany, the UK, France, Netherlands and Poland.    Attractive offer price and support from key shareholders The offer price represents an attractive premium of c. 42.6% to the three-month volume weighted average share price (VWAP) as of 23 July 2025, the day prior to CECONOMY’s ad-hoc release confirming advanced discussions with JD.com. JD.com has secured support of CECONOMY’s shareholders Convergenta, Haniel, freenet, and Beisheim Stiftung for the Offer, demonstrating the attractiveness of its Offer to all shareholders of the Company. The anchor shareholder Convergenta has committed by way of an irrevocable undertaking to tender 3.81% of the CECONOMY shares into the Offer. In addition, Convergenta has entered into a shareholders’ agreement with JD.com in relation to its remaining 25.35% of CECONOMY shares, which will become effective upon closing of the Offer. The partnership with Convergenta will provide continuity for CECONOMY and reflects the desire of Convergenta to continue its heritage by participating in the future strategy and transformation of CECONOMY. Additionally, JD.com has signed irrevocable undertakings with Haniel, freenet, and Beisheim Stiftung for an aggregate 27.9% of the total share capital of CECONOMY, resulting in a total shareholding of 57.1% in combination with the retained stake of JD.com’s future partner Convergenta. JD.com has committed for a period of three years not to seek or enter into a Domination and Profit and Loss Transfer Agreement (DPLTA) with CECONOMY. The investment agreement provides for a delisting, which is expected to be implemented shortly after the completion of the Offer. The transaction will be financed through a combination of acquisition loan and JD.com’s cash on balance sheet. Closing of the Offer is expected to take place in the first half of 2026. The Offer will be made on, and subject to, the terms and conditions set out in the offer document, which is subject to permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin"). Following such permission by BaFin, the offer document will be published in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) and the acceptance period of the Offer will commence. The offer document (once available) and other information relating to the Offer will be published on the following website: www.green-offer.com Deutsche Bank and Goldman Sachs are acting as financial advisors and Baker McKenzie is acting as legal advisor to JD.com. HSBC, Standard Chartered Bank, and Bank of America are acting as mandated lead arrangers, bookrunners, and underwriters to the acquisition loan facility.   -ENDS- About JD.com JD.com is a global leading supply chain-based technology and service provider. The company’s cutting-edge retail infrastructure seeks to enable consumers to buy whatever they want, whenever and wherever they want it. The company has opened its technology and infrastructure to partners, brands and other sectors, as part of its Retail as a Service offering to help drive productivity and innovation across a range of industries. JD.com’s business has expanded across retail, technology, logistics, health, property development, industrials, private label, insurance and international business. Ranking 44 on the Fortune Global 500, JD.com is China’s largest retailer by revenue. The company reported revenue of USD 158.8 billion (EUR 147.0 billion) in the financial year ended December 31, 2024. JD.com has been listed on NASDAQ since 2014, and on the Hong Kong Stock Exchange since 2020. For media resources please visit https://jdcorporateblog.com/media-resources/.   About CECONOMY CECONOMY AG simplifies life in the digital world. The company is a leader for concepts and brands such as MediaMarkt, MediaWorld and Saturn in the consumer electronics sector in Europe. The companies in the CECONOMY portfolio have billions of consumer contacts per year and offer products, services and solutions that make life in the digital world as easy and convenient as possible. MediaMarktSaturn is a leading brand in the consumer electronics business in Europe. In this way, they create added value for customers and investors alike.    Contacts Investor Relations IR@JD.com   Media Relations Press@JD.com   FTI Consulting Lutz Golsch +49 173 6517710 lutz.golsch@fticonsulting.com   Robert Labas +49 175 601 2124 robert.labas@fticonsulting.com   Important notice This announcement is for information purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares in CECONOMY AG ("CECONOMY Shares"). The final terms of the Takeover Offer as well as other provisions relating to the Takeover Offer will be communicated in the Offer Document after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted the publication of the Offer Document. The Bidder reserves the right to deviate from the key items presented here in the final terms and conditions of the Takeover Offer to the extent legally permissible. Investors and holders of CECONOMY Shares are strongly advised to read the Offer Document and all other documents relating to the Takeover Offer as soon as they have been made public, as they will contain important information. The Offer Document for the Takeover Offer (in German and a non-binding English translation) with the detailed terms and conditions and other information on the Takeover Offer will be published after approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht), amongst other information, on the internet at www.green-offer.com. The Takeover Offer will be implemented exclusively on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG), and certain securities law provisions of the United States of America. The Takeover Offer will not be conducted in accordance with the legal requirements of jurisdictions other than the Federal Republic of Germany or the United States of America (as applicable). Accordingly, no notices, filings, approvals or authorizations for the Takeover Offer have been filed, caused to be filed or granted outside the Federal Republic of Germany or the United States of America (as applicable). Investors and holders of CECONOMY Shares cannot rely on being protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States of America (as applicable). This announcement may not be released or otherwise distributed in whole or in part, in any jurisdiction in which the Takeover Offer would be prohibited by applicable law. The Bidder, its financial advisors and its affiliates reserve the right, to the extent permitted by law, to directly or indirectly acquire additional CECONOMY Shares outside the Takeover Offer on or off the stock exchange, provided that such acquisitions or arrangements to acquire shares will comply with the applicable German statutory provisions and Rule 14e-5 of the Securities Exchange Act of 1934 (the “Exchange Act”). Information about such purchases will be disclosed in Germany to the extent required by applicable law. To the extent information about such purchases or arrangements to purchase is made public in Germany, such information also will be deemed to be publicly disclosed in the United States. The Takeover Offer announced in this announcement will relate to shares in a German company admitted to trading on the Frankfurt Stock Exchange and will be subject to the disclosure requirements, rules and practices applicable to companies listed in the Federal Republic of Germany, which differ from those of the United States of America and other jurisdictions in certain material respects. To the extent that this document contains forward-looking statements, they are not statements of fact and are identified by the words "intend", "will" and similar expressions. These statements express the intentions, beliefs or current expectations and assumptions of the Bidder and the persons acting jointly with it. Such forward-looking statements are based on current plans, estimates and projections made by the Bidder and the persons acting jointly with it to the best of their knowledge, but are not guarantees of future accuracy (this applies in particular to circumstances beyond the control of the Bidder or the persons acting jointly with it). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are usually beyond the Bidder's control or the control of the persons acting jointly with it. It should be taken into account that actual results or consequences in the future may differ materially from those indicated or contained in the forward-looking statements. It cannot be ruled out that the Bidder and the persons acting jointly with it will change their intentions and estimates stated in documents or notifications or in the Offer Document yet to be published after publication of the documents, notifications or the Offer Document.