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. 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)**

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. 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:

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: March 30, 2022