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

    2/10/23 6:13:08 AM ET
    $JD
    Other Specialty Stores
    Consumer Discretionary
    Get the next $JD alert in real time by email
    SC 13G/A 1 d432391dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 8 Schedule 13G Amendment No. 8

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, DC 20549

     

     

    SCHEDULE 13G

    (Rule 13d-102)

    Information to Be Included in Statements Filed Pursuant to § 240.13d-1 (b), (c) and (d) and Amendments Thereto

    Filed Pursuant to § 240.13d-2

    Under the Securities Exchange Act of 1934

    (Amendment No. 8)*

     

     

    JD.com, Inc.

    (Name of Issuer)

    Ordinary Shares, par value of $0.00002 per share

    (Title of Class of Securities)

    47215P 106

    (CUSIP Number)

    December 31, 2022

    (Date of Event Which Requires Filing of this Statement)

     

     

    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

    ☐ Rule 13d-1(b)

    ☐ Rule 13d-1(c)

    ☒ Rule 13d-1(d)

     

    *

    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 the disclosures provided in a prior cover page.

    The information required in 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).

     

     

     


      1    

      NAMES OF REPORTING PERSONS

     

      Richard Qiangdong Liu

      2  

      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

      (a)  ☐        (b)  ☐

     

      3  

      SEC USE ONLY

     

      4  

      CITIZENSHIP OR PLACE OF ORGANIZATION

     

      People’s Republic of China

    NUMBER OF

    SHARES

     BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH:

       5    

      SOLE VOTING POWER

     

      418,549,273

       6  

      SHARED VOTING POWER

     

      0

       7  

      SOLE DISPOSITIVE POWER

     

      400,181,973

       8  

      SHARED DISPOSITIVE POWER

     

      0

      9    

      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    418,549,273 (This includes 18,367,300 shares beneficially owned by Fortune Rising Holdings Limited, which holds and administers these shares for the benefit of employees of the Issuer under the Issuer’s Share Incentive Plan (excluding Mr. Richard Qiangdong Liu himself). Mr. Liu can exercise the voting power with respect to these shares on behalf of Fortune Rising Holdings Limited, but does not have any economic interest in these shares. See Item 4.)

    10  

      CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     

      ☐

    11  

      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

      13.3%. *The voting power of the shares beneficially owned represent 73.9% of the total outstanding voting power. **

    12  

      TYPE OF REPORTING PERSON

     

      IN

     

    *

    The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuer’s holders of Class A ordinary shares and Class B ordinary shares as a single class as of December 31, 2022 (taking into account the number of shares that the Reporting Person had the right to acquire upon exercise of options that shall have become vested by 60 days after December 31, 2022). Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B Shares is entitled to twenty votes per share on all matters submitted to them for a vote.

    **

    During the fourth quarter of 2022, Fortune Rising Holdings Limited sold an aggregate of 91,714 ADSs in the open market on behalf of certain employees of the Issuer (which do not include Mr. Richard Qiangdong Liu). Fortune Rising Holdings Limited holds the Class B ordinary shares of the Issuer for the purpose of transferring such shares to the plan participants according to awards granted by the Issuer under the Issuer’s Share Incentive Plan, and administers the awards and acts according to the Issuer’s instructions. However, the logistical procedures relating to the conversion of 183,428 Class B ordinary shares held by Fortune Rising Holdings Limited into 91,714 ADSs had not been completed as of December 31, 2022. Assuming such logistics had been completed as of December 31, 2022, Mr. Liu would have beneficially owned a total of 418,365,845 ordinary shares, representing 13.3% of the total outstanding ordinary shares of the Issuer, and the voting power of the shares beneficially owned represented 73.9% of the total outstanding voting power. See Item 4.

     

      

    In addition, on February 2, 2022, Mr. Richard Qiangdong Liu notified the Issuer that he will donate 62,376,643 Class B ordinary shares of the Issuer to a third-party foundation for charitable purposes. Assuming the donation had been completed as of December 31, 2022, Mr. Liu would have beneficially owned a total of 356,172,630 ordinary shares, representing 11.3% of the total outstanding ordinary shares of the Issuer, and the voting power of the shares beneficially owned represented 70.0% of the total outstanding voting power.


      1    

      NAMES OF REPORTING PERSONS

     

      Max Smart Limited

      2  

      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

      (a)  ☐        (b)  ☐

     

      3  

      SEC USE ONLY

     

      4  

      CITIZENSHIP OR PLACE OF ORGANIZATION

     

      British Virgin Islands

    NUMBER OF

    SHARES

     BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH:

       5    

      SOLE VOTING POWER

     

      390,981,973

       6  

      SHARED VOTING POWER

     

      0

       7  

      SOLE DISPOSITIVE POWER

     

      390,981,973

       8  

      SHARED DISPOSITIVE POWER

     

      0

      9    

      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

      390,981,973

    10  

      CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     

      ☐

    11  

      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

      12.4%. The voting power of the shares beneficially owned represent 70.4% of the total outstanding voting power. *

    12  

      TYPE OF REPORTING PERSON

     

      CO

     

    *

    The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuer’s holders of Class A ordinary shares and Class B ordinary shares as a single class as of December 31, 2022. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B Shares is entitled to twenty votes per share on all matters submitted to them for a vote.


      1    

      NAMES OF REPORTING PERSONS

     

      Fortune Rising Holdings Limited *

      2  

      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

      (a)  ☐        (b)  ☐

     

      3  

      SEC USE ONLY

     

      4  

      CITIZENSHIP OR PLACE OF ORGANIZATION

     

      British Virgin Islands

    NUMBER OF

    SHARES

     BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH:

       5    

      SOLE VOTING POWER

     

      18,367,300

       6  

      SHARED VOTING POWER

     

      0

       7  

      SOLE DISPOSITIVE POWER

     

      18,367,300

       8  

      SHARED DISPOSITIVE POWER

     

      0

      9    

      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    18,367,300 (Fortune Rising Holdings Limited holds and administers these shares for the benefit of employees of the Issuer under the Issuer’s Share Incentive Plan (excluding Mr. Richard Qiangdong Liu himself). Mr. Liu can exercise the voting power with respect to these shares on behalf of Fortune Rising Holdings Limited, but does not have any economic interest in these shares. See Item 4.)

    10  

      CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     

      ☐

    11  

      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

      0.6%. **The voting power of the shares beneficially owned represent 3.5% of the total outstanding voting power. ***

    12  

      TYPE OF REPORTING PERSON

     

      CO

     

    *

    Fortune Rising Holdings Limited, a British Virgin Islands company, holds and administers the Class B ordinary shares of the Issuer for the benefit of plan participants under the Issuer’s Share Incentive Plan (excluding Mr. Richard Qiangdong Liu himself), such as transferring such shares to the plan participants according to awards granted by the Issuer under the Issuer’s Share Incentive Plan, and administers the awards and acts according to the Issuer’s instructions. See Item 4.

    **

    The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuer’s holders of Class A ordinary shares and Class B ordinary shares as a single class as of December 31, 2022. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for a vote.

    ***

    During the fourth quarter of 2022, Fortune Rising Holdings Limited sold an aggregate of 91,714 ADSs in the open market on behalf of certain employees of the Issuer (which do not include Mr. Richard Qiangdong Liu). Fortune Rising Holdings Limited holds the Class B ordinary shares of the Issuer for the purpose of transferring such shares to the plan participants according to awards granted by the Issuer under the Issuer’s Share Incentive Plan, and administers the awards and acts according to the Issuer’s instructions. However, the logistical procedures relating to the conversion of 183,428 Class B ordinary shares held by Fortune Rising Holdings Limited into 91,714 ADSs had not been completed as of December 31, 2022. Assuming such logistics had been completed as of December 31, 2022, Fortune Rising Holdings Limited would have held 18,183,872 Class B ordinary shares, representing 0.6% of the total outstanding ordinary shares of the Issuer, and the voting power of the shares beneficially owned represented 3.5% of the total outstanding voting power. See Item 4.


    ITEM 1(a).

    NAME OF ISSUER:

    JD.com, Inc.

     

    ITEM 1(b).

    ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

    20th Floor, Building A

    No. 18 Kechuang 11 Street

    Yizhuang Economic and Technological Development Zone

    Daxing District, Beijing 101111

    People’s Republic of China

     

    ITEM 2(a).

    NAME OF PERSON FILING:

    Richard Qiangdong Liu

    Max Smart Limited

    Fortune Rising Holdings Limited

     

    ITEM 2(b).

    ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:

    Richard Qiangdong Liu

    JD.com, Inc.

    20th Floor, Building A

    No. 18 Kechuang 11 Street

    Yizhuang Economic and Technological Development Zone

    Daxing District, Beijing 101111

    People’s Republic of China

    Max Smart Limited

    c/o Richard Qiangdong Liu

    JD.com, Inc.

    20th Floor, Building A

    No. 18 Kechuang 11 Street

    Yizhuang Economic and Technological Development Zone

    Daxing District, Beijing 101111

    People’s Republic of China

    Fortune Rising Holdings Limited

    c/o Richard Qiangdong Liu

    JD.com, Inc.

    20th Floor, Building A

    No. 18 Kechuang 11 Street

    Yizhuang Economic and Technological Development Zone

    Daxing District, Beijing 101111

    People’s Republic of China

     

    ITEM 2(c).

    CITIZENSHIP:

    Richard Qiangdong Liu – People’s Republic of China

    Max Smart Limited – British Virgin Islands

    Fortune Rising Holdings Limited – British Virgin Islands


    ITEM 2(d).

    TITLE OF CLASS OF SECURITIES:

    Ordinary shares, par value of $0.00002 per share

    The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to twenty votes. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

     

    ITEM 2(e).

    CUSIP NO.:

    47215P 106

    This CUSIP number applies to the American Depositary Shares of the Issuer (“ADSs”), each representing two Class A ordinary shares of the Issuer, par value $0.00002 per share. No CUSIP has been assigned to the ordinary shares.

     

    ITEM 3.

    IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13D-1(B), OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSONS FILING IS A:

    Not applicable

     

    ITEM 4.

    OWNERSHIP

    The following information with respect to the ownership of the ordinary shares of par value of $0.00002 per share of JD.com, Inc. by each of the reporting persons is provided as of December 31, 2022:

     

    Reporting Person

       Amount
    beneficially
    owned:
         Percent of
    class:
         Sole power to
    vote or direct
    the vote:
         Shared
    power to
    vote or to
    direct the
    vote:
         Sole power to
    dispose or to
    direct the
    disposition of:
         Shared power
    to dispose or
    to direct the
    disposition of:
     

    Richard Qiangdong Liu

         418,549,273        13.3        418,549,273        0        400,181,973        0  

    Max Smart Limited

         390,981,973        12.4        390,981,973        0        390,981,973        0  

    Fortune Rising Holdings Limited

         18,367,300        0.6        18,367,300        0        18,367,300        0  

    The 418,549,273 ordinary shares of the Issuer beneficially owned by Mr. Richard Qiangdong Liu consist of (i) 368,007,423 Class B ordinary shares directly held by Max Smart Limited, (ii) 11,487,275 ADSs, representing 22,974,550 Class A ordinary shares, held by Max Smart Limited, (iii) 9,200,000 Class A ordinary shares that Mr. Liu had the right to acquire upon exercise of options that shall have become vested by 60 days after December 31, 2022, and (iv) 18,367,300 Class B ordinary shares held by Fortune Rising Holdings Limited as described below.

    Max Smart Limited, a British Virgin Islands company, directly holds 368,007,423 Class B ordinary shares and 11,487,275 ADSs of the Issuer. Max Smart Limited is 100% owned by UBS Nominees Limited on behalf of The Max Smart Trust, with UBS Trustees (BVI) Ltd. as the trustee, Mr. Richard Qiangdong Liu as the settlor and protector, and Mr. Liu and others designated by Mr. Liu as beneficiaries. Mr. Liu reserves the right to revoke The Max Smart Trust without the consent of another person, and Mr. Liu is the sole director of Max Smart Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Liu may be deemed to beneficially own all of the shares of the Issuer held by Max Smart Limited.


    As of December 31, 2022, Fortune Rising Holdings Limited, a British Virgin Islands company, held 18,367,300 Class B ordinary shares. Fortune Rising Holdings Limited holds and administers the Class B ordinary shares of the Issuer for the benefit of plan participants under the Issuer’s Share Incentive Plan (excluding Mr. Richard Qiangdong Liu himself), such as transferring such shares to the plan participants according to awards granted by the Issuer under the Issuer’s Share Incentive Plan, and administers the awards and acts according to the Issuer’s instructions. Mr. Richard Qiangdong Liu is the sole shareholder and the sole director of Fortune Rising Holdings Limited. As the representative of Fortune Rising Holdings Limited, Mr. Liu can exercise the voting power with respect to these shares on behalf of Fortune Rising Holdings Limited, but does not have any economic interest in these shares. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Liu may be deemed to beneficially own all of the shares of the Issuer held by Fortune Rising Holdings Limited.

    The percentage of the class of securities beneficially owned by each of the reporting persons as of December 31, 2022 is based on 3,143,016,923 outstanding ordinary shares as a single class, being the sum of 2,756,642,200 Class A ordinary shares and 386,374,723 Class B ordinary shares outstanding as of December 31, 2022 assuming conversion of all Class B ordinary shares into Class A ordinary shares, and excluding the 36,656,144 Class A ordinary shares issued to the Issuer’s depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercising or vesting of awards granted under the Issuer’s Share Incentive Plan. In addition, the calculation of percentage of the class of securities beneficially owned by Mr. Richard Qiangdong Liu has also taken into account 9,200,000 Class A ordinary shares that Mr. Liu had the right to acquire upon exercise of options that shall have become vested by 60 days after December 31, 2022.

    * During the fourth quarter of 2022, Fortune Rising Holdings Limited sold an aggregate of 91,714 ADSs (representing 183,428 Class A ordinary shares) in the open market on behalf of certain employees of the Issuer (not including Mr. Richard Qiangdong Liu) who wished to sell the shares that they had received upon the exercising or vesting of the awards granted to them under the Issuer’s Share Incentive Plan. However, the logistics with the Issuer’s Cayman registrar and depositary bank, including the conversion of 183,428 Class B ordinary shares held by Fortune Rising Holdings Limited into an equal number of Class A ordinary shares and the conversion of these Class A ordinary shares into 91,714 ADSs, had not been completed as of December 31, 2022. Assuming the aforementioned logistics had been completed as of December 31, 2022, Fortune Rising Holdings Limited would have held 18,183,872 Class B ordinary shares, and the ownership of the ordinary shares of the Issuer by each of the reporting persons would be as follows:

     

    Reporting Person

       Amount
    beneficially
    owned:
         Percent of
    class:
         Sole power to
    vote or direct
    the vote:
         Shared
    power to
    vote or to
    direct the
    vote:
         Sole power to
    dispose or to
    direct the
    disposition of:
         Shared power
    to dispose or
    to direct the
    disposition of:
     

    Richard Qiangdong Liu

         418,365,845        13.3        418,365,845        0        400,181,973        0  

    Max Smart Limited

         390,981,973        12.4        390,981,973        0        390,981,973        0  

    Fortune Rising Holdings Limited

         18,183,872        0.6        18,183,872        0        18,183,872        0  

     

    ITEM 5.

    OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

    Not applicable

     

    ITEM 6.

    OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

    Not applicable

     

    ITEM 7.

    IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON

    Not applicable


    ITEM 8.

    IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

    Not applicable

     

    ITEM 9.

    NOTICE OF DISSOLUTION OF GROUP

    Not applicable

     

    ITEM 10.

    CERTIFICATIONS

    Not applicable


    LIST OF EXHIBITS

     

    Exhibit No.

      

    Description

    99.1    Joint Filing Agreement


    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.

    Dated: February 10, 2023

     

    Richard Qiangdong Liu

       

    /s/ Richard Qiangdong Liu

    Max Smart Limited

       

    By:

     

    /s/ Richard Qiangdong Liu

       

    Name:

     

    Richard Qiangdong Liu

       

    Title:

     

    Director

    Fortune Rising Holdings Limited

       

    By:

     

    /s/ Richard Qiangdong Liu

       

    Name:

     

    Richard Qiangdong Liu

       

    Title:

     

    Director

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      BEIJING, April 25, 2025 (GLOBE NEWSWIRE) -- JD.com, Inc. (NASDAQ: JD and HKEX: 9618 (HKD counter) and 89618 (RMB counter)), a leading supply chain-based technology and service provider, today announced that it plans to release its unaudited first quarter 2025 financial results on Tuesday, May 13, 2025, before the U.S. market opens. JD.com's management will hold a conference call at 8:00 am, Eastern Time on May 13, 2025, (8:00 pm, Beijing/Hong Kong Time on May 13, 2025) to discuss the first quarter 2025 financial results. Please register in advance of the conference using the link provided below and dial in 15 minutes prior to the call, using participant dial-in numbers, the Passcode

      4/25/25 6:00:58 AM ET
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    • JD.com Announces Fourth Quarter and Full Year 2024 Results, and Annual Dividend

      BEIJING, March 06, 2025 (GLOBE NEWSWIRE) -- JD.com, Inc. (NASDAQ: JD and HKEX: 9618 (HKD counter) and 89618 (RMB counter), the "Company" or "JD.com"), a leading supply chain-based technology and service provider, today announced its unaudited financial results for the three months and the full year ended December 31, 2024 and an annual cash dividend for the year ended December 31, 2024. Fourth Quarter and Full Year 2024 Highlights Net revenues were RMB347.0 billion (US$147.5 billion) for the fourth quarter of 2024, an increase of 13.4% from the fourth quarter of 2023. Net revenues were RMB1,158.8 billion (US$158.8 billion) for the full year of 2024, an increase of 6.8% from the full year

      3/6/25 4:30:40 AM ET
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    • JD.com to Report Fourth Quarter and Full Year 2024 Financial Results on March 6, 2025

      BEIJING, Feb. 20, 2025 (GLOBE NEWSWIRE) -- JD.com, Inc. (NASDAQ: JD and HKEX: 9618 (HKD counter) and 89618 (RMB counter)), a leading supply chain-based technology and service provider, today announced that it plans to release its unaudited fourth quarter and full year 2024 financial results on Thursday, March 6, 2025, before the U.S. market opens. JD.com's management will hold a conference call at 7:00 am, Eastern Time on March 6, 2025, (8:00 pm, Beijing/Hong Kong Time on March 6, 2025) to discuss the fourth quarter and full year 2024 financial results. Please register in advance of the conference using the link provided below and dial in 15 minutes prior to the call, using participa

      2/20/25 5:00:43 AM ET
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    • SEC Form 6-K filed by JD.com Inc.

      6-K - JD.com, Inc. (0001549802) (Filer)

      4/28/25 4:01:40 PM ET
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    • SEC Form 6-K filed by JD.com Inc.

      6-K - JD.com, Inc. (0001549802) (Filer)

      4/17/25 7:12:07 AM ET
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    • SEC Form 20-F filed by JD.com Inc.

      20-F - JD.com, Inc. (0001549802) (Filer)

      4/17/25 6:56:54 AM ET
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    • Amendment: SEC Form SC 13G/A filed by JD.com Inc.

      SC 13G/A - JD.com, Inc. (0001549802) (Subject)

      8/20/24 9:04:36 PM ET
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    • SEC Form SC 13G/A filed by JD.com Inc. (Amendment)

      SC 13G/A - JD.com, Inc. (0001549802) (Subject)

      2/13/24 4:23:55 PM ET
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    • SEC Form SC 13G/A filed by JD.com Inc. (Amendment)

      SC 13G/A - JD.com, Inc. (0001549802) (Subject)

      2/7/24 6:06:59 AM ET
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    • JD.com downgraded by Macquarie with a new price target

      Macquarie downgraded JD.com from Outperform to Neutral and set a new price target of $35.00

      4/23/25 10:49:25 AM ET
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    • JD.com upgraded by Bernstein with a new price target

      Bernstein upgraded JD.com from Mkt Perform to Outperform and set a new price target of $46.00

      12/9/24 7:55:37 AM ET
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    • JD.com downgraded by Loop Capital with a new price target

      Loop Capital downgraded JD.com from Buy to Hold and set a new price target of $48.00 from $49.00 previously

      10/21/24 10:59:37 AM ET
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