Core Viewpoint - The controlling shareholder of Beijing Capital Online Technology Co., Ltd., Mr. Qu Ning, and the shareholder Nanjing Yunzhi Tuo Venture Capital Partnership (Limited Partnership) plan to transfer a total of 25,207,570 shares, representing 5.02% of the company's total share capital, to Tianyang Hongye Technology Co., Ltd. at a price of 17.6 yuan per share, totaling approximately 443.65 million yuan [2][4]. Group 1: Share Transfer Details - The share transfer involves Mr. Qu Ning transferring 24,815,140 shares and Nanjing Yunzhi Tuo transferring 392,430 shares [2][4]. - After the transfer, Mr. Qu Ning will hold 96,188,277 shares, accounting for 19.15% of the total share capital, while Tianyang Hongye will become a shareholder with over 5% ownership [2][4]. - The transfer will not result in a change of control or significant impact on the company's governance structure or ongoing operations [2][4][40]. Group 2: Transaction Background and Purpose - Mr. Qu Ning aims to meet personal funding needs and introduce a strategic investor who is optimistic about the company's future development, particularly in AI transformation [9][10]. - Nanjing Yunzhi Tuo is also reducing its holdings due to its own funding requirements [9][10]. - Tianyang Hongye is interested in enhancing its AI capabilities through collaboration with Beijing Capital Online [9][10]. Group 3: Compliance and Approval Process - The share transfer is subject to compliance confirmation by the Shenzhen Stock Exchange and must be registered with the China Securities Depository and Clearing Corporation Limited [3][10]. - There is uncertainty regarding the final completion of the share transfer [3][10]. Group 4: Shareholder Commitments - Mr. Qu Ning has made commitments regarding share lock-up and reduction, ensuring compliance with relevant regulations and maintaining shareholder interests [41][44]. - The transfer does not violate any existing commitments or legal regulations [44]. Group 5: Impact on Company - The share transfer will not adversely affect the company's management or operations, nor will it harm the interests of other shareholders [40]. - The transaction aligns with the company's strategic goals and does not involve any violations of laws or regulations [44].
北京首都在线科技股份有限公司 关于控股股东、实际控制人及公司股东拟协议转让部分公司股份 暨权益变动的提示性公告