As of December 31, 2019, Fortune Rising Holdings Limited, a British Virgin Islands
company, held 32,164,588 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 Issuers 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 Issuers Share Incentive Plan, and administers the awards and acts according to the
Issuers 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, 2019 is based on 2,937,038,275 outstanding ordinary shares as a single class, being the sum of 2,483,366,264 Class A ordinary shares and
453,672,011 Class B ordinary shares outstanding as of December 31, 2019 assuming conversion of all Class B ordinary shares into Class A ordinary shares, and excluding the 36,904,874 Class A ordinary shares issued to the
Issuers depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercising or vesting of awards granted under the Issuers 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 10,400,000 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, 2019.
* During the third and fourth quarter of 2019, Fortune Rising Holdings Limited sold an aggregate of 1,395,465 ADSs
(representing 2,790,930 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 Issuers Share Incentive Plan. However, the logistics with the Issuers Cayman registrar and depositary bank, including the conversion of 2,790,930 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 1,395,465 ADSs, had not been completed as of December 31, 2019. Assuming the aforementioned logistics had been
completed as of December 31, 2019, Fortune Rising Holdings Limited would have held 29,373,658 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
|
|
|
475,281,081
|
|
|
|
16.1
|
|
|
|
475,281,081
|
|
|
|
0
|
|
|
|
445,907,423
|
|
|
|
0
|
|
Max Smart Limited
|
|
|
435,507,423
|
|
|
|
14.8
|
|
|
|
435,507,423
|
|
|
|
0
|
|
|
|
435,507,423
|
|
|
|
0
|
|
Fortune Rising Holdings Limited
|
|
|
29,373,658
|
|
|
|
1.0
|
|
|
|
29,373,658
|
|
|
|
0
|
|
|
|
29,373,658
|
|
|
|
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