SC 13D/A 1 dp169990_sc13da-5.htm FORM SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act Of 1934

(Amendment No. 5)*

JD.com, Inc.

(Name of Issuer)

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

47215P106
(CUSIP Number)**

Tencent Holdings Limited
29/F Three Pacific Place

No. 1 Queen’s Road East, Wanchai, Hong Kong Telephone: +852 3148 5100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 25, 2022

(Date of Event which Requires Filing of this Statement)

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.

CUSIP No. 47215P106

1.	NAME OF REPORTING PERSON HUANG RIVER INVESTMENT LIMITED
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION BRITISH VIRGIN ISLANDS

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER None
	8.	SHARED VOTING POWER 71,734,799⁽¹⁾
	9.	SOLE DISPOSITIVE POWER None
	10.	SHARED DISPOSITIVE POWER 71,734,799⁽¹⁾

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 71,734,799⁽¹⁾
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.3% of total outstanding Ordinary Shares and 2.7% of total outstanding Class A Shares ⁽²⁾
14.	TYPE OF REPORTING PERSON (See Instructions) CO

(1)

Includes 71,734,799 Class A ordinary shares, par value US$0.00002 per share (“Class A Shares”), beneficially owned by Huang River Investment Limited.

(2)

Calculation is based on 3,118,832,137 outstanding Ordinary Shares, comprising (i) 2,690,646,636 issued and outstanding Class A Shares, and (ii) 428,185,501 Class B ordinary shares, par value US$0.00002 per share (“Class B Shares” and collectively with Class A Shares, the “Ordinary Shares”), issued and outstanding as of December 31, 2021, assuming conversion of all Class B Shares into Class A Shares, and excluding the 40,476,694 Class A Shares issued to the Issuer’s depositary bank for bulk issuance of American depositary shares, each representing two Class A Shares, reserved for future issuances upon the exercising or vesting of awards granted under the Issuer’s share incentive plan. Holders of Class A Shares are entitled to one vote per share, while holders of Class B Shares are entitled to twenty votes per share, when voting together as one class on all matters subject to shareholder vote. Based on the foregoing, the 71,734,799 Class A Shares beneficially owned by the Reporting Person represent approximately 2.3% of the total outstanding Ordinary Shares, approximately 2.7% of the total outstanding Class A Shares, and approximately 0.6% of the aggregate voting power of the total outstanding Ordinary Shares.

CUSIP No. 47215P106

1.	NAME OF REPORTING PERSON TENCENT HOLDINGS LIMITED
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6.	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER None
	8.	SHARED VOTING POWER 71,756,227⁽¹⁾
	9.	SOLE DISPOSITIVE POWER None
	10.	SHARED DISPOSITIVE POWER 71,756,227⁽¹⁾

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 71,756,227⁽¹⁾
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.3% of total outstanding Ordinary Shares and 2.7% of total outstanding Class A Shares ⁽²⁾
14.	TYPE OF REPORTING PERSON (See Instructions) HC

(1)

See Note (1) above.

(2)

See Note (2) above. The 71,756,227 Class A Shares beneficially owned by the Reporting Person represent approximately 2.3% of the total outstanding Ordinary Shares, approximately 2.7% of the total outstanding Class A Shares, and approximately 0.6% of the aggregate voting power of the total outstanding Ordinary Shares.

This Amendment No. 5 to statement on Schedule 13D (this “Amendment No. 5”) 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, Amendment No. 3 filed on June 19, 2020 and Amendment No. 4 filed on January 10, 2022 (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 this Amendment No. 5 but not defined herein shall have the meanings ascribed to them in the Statement.

As a result of the transactions described herein, as of the date of this filing, the Reporting Persons have ceased to be beneficial owners of 5% or more of the outstanding Class A Shares. Accordingly, this Amendment No. 5 is the final amendment to the Statement and constitutes an exit filing for each of the Reporting Persons.

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 71,756,227 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

No change.

Item 4. Purpose of Transaction

Item 4 of the Statement is hereby amended by adding the following paragraph:

On March 25, 2022, Tencent announced the dispatch of share certificates for the Distribution. Please refer to exhibit no. 12 filed hereto for the full text of the announcement of Tencent on Payment of Special Interim Dividend by Way of Distribution in Specie of Shares in JD.com Inc. Immediately following the completion of the Distribution, Tencent will, through itself and Huang River, beneficially own 71,756,227 Class A Shares, representing approximately 2.3% of the total issued share capital of the Issuer as at December 31, 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, the Reporting Persons are deemed to have beneficial ownership and shared power to vote or direct the vote of 71,756,227 Class A Shares, representing approximately 2.3% of the total outstanding Ordinary Shares, approximately 2.7% of the total outstanding Class A Shares and approximately 0.6% of the aggregate voting power of the total outstanding Ordinary Shares. As of the date of this filing, each of Tencent Holdings Limited and Huang River Investment Limited has ceased to be the beneficial owner of 5% or more of the outstanding Class A Shares.

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, they are entitled to receive the corresponding number of Class A Shares upon the completion of the Distribution and may potentially enter into transactions relating to such shares.

Except as otherwise described herein, 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 12 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:

Exhibit No.	Description
12	Announcement of Tencent on Payment of Special Interim Dividend by Way of Distribution in Specie of Shares in JD.com, Inc.

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.

Name	Present Principal Employment	Citizenship
Directors:
Ma Huateng	Chairman of the Board and Executive Director	People’s Republic of China
Lau Chi Ping Martin	Executive Director	People’s Republic of China (Hong Kong SAR)
Jacobus Petrus (Koos) Bekker	Non-Executive Director	Republic of South Africa
Charles St Leger Searle	Non-Executive Director	Republic of South Africa
Li Dong Sheng	Independent Non-Executive Director	People’s Republic of China
Ian Charles Stone	Independent Non-Executive Director	United Kingdom of Great Britain and Northern Ireland
Yang Siu Shun	Independent Non-Executive Director	People’s Republic of China (Hong Kong SAR)
Ke Yang	Independent Non-Executive Director	People’s Republic of China
Executive officers:
Ma Huateng	Chief Executive Officer	People’s Republic of China
Lau Chi Ping Martin	President	People’s Republic of China (Hong Kong SAR)
Xu Chenye	Chief Information Officer	People’s Republic of China
Ren Yuxin	Chief Operating Officer and President of Platform & Content Group and Interactive Entertainment Group	People’s Republic of China
James Gordon Mitchell	Chief Strategy Officer and Senior Executive Vice President	United Kingdom of Great Britain and Northern Ireland
David A M Wallerstein	Chief eXploration Officer and Senior Executive Vice President	United States of America
John Shek Hon Lo	Chief Financial Officer and Senior Vice President	People’s Republic of China (Hong Kong SAR)

Appendix A-1

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.

Name	Title	Citizenship
Directors:
Ma Huateng	Director	People’s Republic of China
Charles St Leger Searle	Director	Republic of South Africa
Executive officers:
N/A

Appendix A-2

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: March 30, 2022

Tencent Holdings Limited


By:	/s/ Lau Chi Ping Martin
	Name:	Lau Chi Ping Martin
	Title:	Authorized Signatory




Huang River Investment Limited


By:	/s/ Lau Chi Ping Martin
	Name:	Lau Chi Ping Martin
	Name:	Authorized Signatory

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