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CUSIP No. 89977P106
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Page 8 of 13 Pages
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Upon the SPA Closing, each Reporting Person shall no longer beneficially own any Ordinary Shares of the
Company.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Original Schedule 13D is hereby amended and restated as follows:
The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment No. 2 are hereby
incorporated by reference in this Item 5.
As of the date hereof, Fabulous Jade holds 65,625,000 Class A Shares, representing 18.6%
of the Issuers outstanding Class A Shares, or 17.7% of the Issuers outstanding Ordinary Shares, or 12.5% of total voting power.
JD Investment BVI is the sole shareholder of Fabulous Jade. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as
amended, and the rules promulgated thereunder, JD Investment BVI may be deemed to beneficially own all of the Class A Shares held by Fabulous Jade.
JD is the sole shareholder of JD Investment BVI and therefore indirectly owns all the outstanding shares of Fabulous Jade. Pursuant to
Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, JD may be deemed to beneficially own all of the Class A Shares held by Fabulous Jade.
As of the date hereof, JD Investment HK holds 12,436,780 Class A Shares, representing 3.5% of the Issuers outstanding Class A
Shares, or 3.4% of the Issuers outstanding Ordinary Shares, or 2.4% of total voting power.
JD Technology is the sole shareholder of
JD Investment HK. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, JD Technology may be deemed to beneficially own all of the Class A Shares held by JD Investment
HK.
JD is the sole shareholder of JD Technology and therefore indirectly owns all the outstanding shares of JD Investment HK. Pursuant to
Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, JD may be deemed to beneficially own all of the Class A Shares held by JD Investment HK.
The 78,061,780 Class A Shares beneficially owned by JD comprise (i) 65,625,000 Class A Shares held by Fabulous Jade as
described above, and (ii) 12,436,780 Class A Shares held by JD Investment HK as described above, and represent 22.1% of the Issuers outstanding Class A Shares, or 21.1% of the Issuers outstanding Ordinary Shares, or 14.8%
of total voting power.
The percentage of the class of securities identified pursuant to Item 1 beneficially owned by each of the
Reporting Persons is based on the total number of Ordinary Shares outstanding as of March 31, 2020, which was 370,102,951, consisting of 352,729,451 Class A Shares (excluding the 19,228,593 Class A Shares, represented by ADSs,
repurchased and reserved for the future exercise of options or the vesting of other awards under the share incentive plans of the Issuer) and 17,373,500 Class B Shares, as set forth in the Issuers Annual Report on Form 20-F dated as of and filed with the Securities and Exchange Commission on May 22, 2020. The percentage of voting power was calculated by dividing the voting power beneficially owned by the Reporting Person by
the voting power of all of the Issuers holders of Class A Shares and Class B Shares as a single class as of March 31, 2020. Each holder of Class A Shares is entitled to one vote per share and each holder of Class B
Shares is entitled to ten votes per share on all matters submitted to them for a vote.
Except as disclosed in this Statement, none of the
Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, beneficially owns any Ordinary Shares or has the right to acquire any Ordinary Shares.
Except as disclosed in this Statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in
Schedule A hereto, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Ordinary Shares that they may be deemed to beneficially own.
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