SEC Form SC 13D/A filed by JD.com, Inc. (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act Of 1934

(Amendment No. 4)*

JD.com, Inc. 

(Name of Issuer)

Class A ordinary shares, par value US$0.00002 per share
(Title of Class Securities)

47215P106
(CUSIP Number)**

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. ☐

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

**This CUSIP number applies to the American Depositary Shares, each representing two Class A ordinary shares, par value $0.00002 per share. No CUSIP has been assigned to the Class A ordinary shares.

This Amendment No. 4 to statement on Schedule 13D (this “Amendment No. 4”) amends and supplements the Schedule 13D filed on June 9, 2014, as amended by Amendment No. 1 filed on August 19, 2016, Amendment No. 2 filed on May 15, 2019 and Amendment No. 3 filed on June 19, 2020 (the “Statement”), and is being filed on behalf of Tencent Holdings Limited, a limited liability company organized and existing under the laws of the Cayman Islands (“Tencent”), and Huang River Investment Limited, a company incorporated in the British Virgin Islands and wholly owned by Tencent (“Huang River” and together with Tencent, the “Reporting Persons”) in respect of the Class A ordinary shares, par value US$0.00002 per share (the “Class A Shares”) of JD.com, Inc., a company with limited liability incorporated under the laws of the Cayman Islands (the “Issuer”). Unless otherwise stated herein, the Statement remains in full force and effect. All capitalized terms used in the Amendment No. 4 but not defined herein shall have the meanings ascribed to them in the Statement.

Item 1. Security and Issuer

The second paragraph of Item 1 of the Statement is hereby amended and restated in its entirety as follows:

The Issuer’s American depositary shares, each representing two Class A Shares, are listed on the NASDAQ Global Select Market under the symbol “JD.” The Reporting Persons beneficially own 529,122,097 Class A Shares.

Item 2. Identity and Background

Appendix A to the Statement is hereby amended and restated in its entirety by Appendix A attached hereto, which is incorporated herein by reference.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Statement is hereby amended and supplemented by inserting the following at the end thereof:

On June 4, 2021, the Issuer issued and sold to Huang River, and Huang River purchased from the Issuer, 1,914,998 Class A Shares at a cash consideration of US$68 million pursuant to the May 2019 Subscription Agreement.

Item 4. Purpose of Transaction

Item 4 of the Statement is hereby amended by replacing the first paragraph of Item 4 in its entirety with the following:

On December 23, 2021, Tencent announced that it would declare a special interim dividend in the form of distribution in specie of 457,326,671 Class A Shares indirectly held by it through Huang River to the shareholders of Tencent whose names appear on the register of members of Tencent on January 25, 2022 (the “Record Date”) in proportion to their then respective shareholdings in Tencent on the basis of 1 Class A Share for every 21 ordinary shares of Tencent held by such shareholders, subject to adjustments where appropriate and necessary (the “Distribution”). Non-qualifying shareholders as determined by Tencent will not be entitled to receive the Class A Shares in the Distribution and will instead receive cash in lieu of the Class A Shares. No fraction of Class A Shares will be distributed. Nevertheless, fractional entitlements will also be distributed in the form of cash-in-lieu payment for both qualifying shareholders and non-qualifying shareholders of Tencent, except that the net proceeds of less than HK$100 will not be distributed and will be retained for the benefit of Tencent. The Distribution is expected to be conducted on or around March 25, 2022 pursuant to the arrangements as set out in the announcement of Tencent to its shareholders. After the completion of the Distribution, Tencent’s beneficial ownership in the Issuer will be reduced to approximately 2.3% subject to such adjustments where appropriate and necessary, and the qualifying shareholders of Tencent who receive Class A Shares in the Distribution will become shareholders of the Issuer. In connection with the Distribution, Mr Lau Chi Ping Martin, a member of the Board of Directors of the Issuer and a member of the compensation committee thereof, resigned from the Issuer’s Board of Directors with effect from December 23, 2021.

Item 5. Interest in Securities of the Issuer

Items 5(a)–(b) of the Statement are hereby amended and restated in its entirety as follows:

(a)–(b) As of the date of this Statement, each Reporting Person is deemed to have beneficial ownership and shared power to vote or direct the vote of 529,122,097 Class A Shares, representing approximately 17.0% of the total outstanding Ordinary Shares, approximately 19.8% of the total outstanding Class A Shares and approximately 4.6% of the aggregate voting power of the total outstanding Ordinary Shares.

Except as set forth in this Item 5(a) and (b), to the best of knowledge of the Reporting Persons, no person identified in Appendix A hereto beneficially owns any shares in the Issuer. To the extent any person identified in Appendix A hereto qualifies as a qualifying shareholder of Tencent as of the Record Date for purposes of the Distribution, he or she will be entitled to receive the corresponding number of Class A Shares upon the completion of the Distribution.

There has been no transaction in the Ordinary Shares by the Reporting Persons or, to the best of knowledge of the Reporting Persons, any of the persons identified in Appendix A hereto during the past 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Statement is hereby amended by incorporating by reference the description under Item 4. The foregoing description of the Distribution does not purport to be a complete description of the terms thereof and is qualified in its entirety by reference to the full text of announcement of Tencent filed as Exhibit 11 hereto and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Item 7 of the Statement is hereby amended and supplemented by adding the following exhibit:

Appendix A

EXECUTIVE OFFICERS AND DIRECTORS OF TENCENT HOLDINGS LIMITED

The names of the directors and the names and titles of the executive officers of Tencent Holdings Limited and their principal occupations are set forth below. The business address of each of the directors or executive officers is c/o Tencent Holdings Limited, 29/F Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong. Unless otherwise indicated, each title set forth opposite an individual’s name refers to that held by such individual at Tencent Holdings Limited.

EXECUTIVE OFFICERS AND DIRECTORS OF HUANG RIVER INVESTMENT LIMITED

The names of the directors of Huang River Investment Limited are set forth below. The business address of each of them is c/o Tencent Holdings Limited, 29/F Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong. Unless otherwise indicated, each title set forth opposite an individual’s name refers to that held by such individual at Huang River Investment Limited.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: January 10, 2022