NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION 

JD.com Announces Start of the Acceptance Period for its Voluntary Public Takeover Offer for CECONOMY AG

• Offer document published following approval by BaFin


• Acceptance period starts today, 1 September 2025, and ends on 10 November 2025


• Offer price of EUR 4.60 per share in cash represents an attractive premium of c. 42.6% to the 3 months VWAP as of 23 July 2025, the day prior to CECONOMY’s ad-hoc release confirming advanced discussions with JD.com


• The public takeover offer does not contain a minimum acceptance threshold and the delisting of CECONOMY is expected to be implemented shortly after the completion of the offer


• JD.com already 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


• Management Board and Supervisory Board of CECONOMY fully support the offer and intend to recommend that shareholders accept the Offer

Beijing, China / Düsseldorf, Germany – 1 September 2025: JINGDONG HOLDING GERMANY GMBH (the \"Bidder\"), a wholly-owned indirect subsidiary of JD.com, Inc. (together with the Bidder and other companies of JD.com group \"JD.com\"), today published the Offer Document for its voluntary public takeover offer (the “Offer”) to all shareholders of CECONOMY AG (“CECONOMY” or the “Company”) for the acquisition of all outstanding shares of CECONOMY (the \"CECONOMY Shares\", ISIN: DE0007257503), following approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – \"BaFin\").

As of today, CECONOMY shareholders can accept the Offer by tendering their CECONOMY Shares at an attractive offer price of EUR 4.60 per share in cash (the \"Offer Price\"), which represents a 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. As such, the offer provides existing shareholders with near-term liquidity and the opportunity to realise the long-term value potential in advance.

The acceptance period will end on 10 November 2025, at 24:00 hours (Frankfurt am Main local time) / 18:00 hours (New York local time). The offer is not subject to a minimum acceptance threshold and the investment agreement provides for a delisting, which is expected to be implemented shortly after the completion of the Offer. Shareholders who remain invested may face the risk of holding a less liquid stock with reduced financial reporting and limited opportunities to sell their shares at a fair price. Details as to how the Offer can be accepted are set out in the offer document in relation to the Offer (the “Offer Document”). To tender their shares, shareholders should contact their respective custodian bank or any other securities services company where their CECONOMY Shares are being held. Shareholders should in particular enquire with their custodian banks on any relevant deadlines set by custodian banks which may require action prior to the end of the acceptance period.

CECONOMY's Management Board and Supervisory Board fully support the Offer and consider the transaction to be in the best interests of the Company, its shareholders, employees, customers, partners and other stakeholders. The Management Board and Supervisory Board intend to recommend that shareholders accept the Offer, subject to their review of the Offer Document.

Furthermore, CECONOMY’s shareholders Convergenta, Haniel, freenet, and Beisheim Stiftung support the Offer, demonstrating the attractiveness of the Offer to all shareholders of the Company. The Bidder has secured irrevocable undertakings from these 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.

Closing of the Offer is subject to customary regulatory closing conditions, including merger control, foreign investment and EU foreign subsidies clearances, that are set out in the Offer Document. Subject to the fulfilment of these conditions and approvals, JD.com expects the Offer to be closed in the first half of 2026.

The Offer follows the previously announced signing of a strategic investment agreement between JD.com and CECONOMY. The partnership aims to drive CECONOMY’s growth as a stand-alone business and accelerate CECONOMY’s transformation into Europe’s leading next-generation consumer electronics platform, as 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. 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.

In accordance with the requirements of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG), the Offer Document and other information pertaining to the Offer (in both English and German language) are now available at www.green-offer.com. Copies of the Offer Document can also be obtained in Germany free of charge at Deutsche Bank Aktiengesellschaft, TSS, Post-IPO Services, Taunusanlage 12, 60325 Frankfurt am Main, Germany (requests via email to dct.tender-offers@db.com, indicating a complete mailing or email address to which a copy of the Offer Document can be sent).

*** 

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 152.8 billion) in the financial year ended December 31, 2024. In the first half of the current financial year that ended on 30 June 2025, JD.com reported revenue of USD 91.8 billion (EUR 78.3 billion). 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 constitutes neither an offer to purchase nor a solicitation of an offer to sell CECONOMY Shares. The final terms of the Offer as well as other provisions relating to the Offer are set out in the Offer Document as approved for publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of CECONOMY Shares are strongly advised to read the Offer Document and all other documents relating to the Offer, as they contain important information.

The Offer is 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 Offer is not 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 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 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 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 of America. The Offer published in this announcement relates to shares in a German company admitted to trading on the Frankfurt Stock Exchange and are 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.

Any contract entered into with the Bidder as a result of the acceptance of the Offer will be governed exclusively by and construed in accordance with the laws of the Federal Republic of Germany. It may be difficult for shareholders from the United States of America (or from elsewhere outside of Germany) to enforce certain rights and claims arising in connection with the Offer under United States of America federal securities laws (or other laws they are acquainted with) since the Bidder and the Company are located outside the United States of America (or the jurisdiction where the shareholder resides), and their respective officers and directors reside outside the United States of America (or the jurisdiction where the shareholder resides). It may not be possible to sue a non-United States of America company or its officers or directors in a non-United States of America court for violations of United States of America securities laws. It also may not be possible to compel a non-United States of America company or its subsidiaries to submit themselves to a United States of America court’s judgment.

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 in future change their intentions and estimates stated in documents or notifications or in the Offer Document published hereby.