UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act Of
1934
(Amendment No. 3)*
____________________
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)
____________________
June 18, 2020
(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 ordinary shares.
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1.
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NAME OF REPORTING PERSON
HUANG RIVER INVESTMENT
LIMITED
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2.
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
AF
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5.
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) ☐
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6.
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CITIZENSHIP OR PLACE
OF ORGANIZATION
BRITISH VIRGIN ISLANDS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
None
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8.
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SHARED VOTING POWER
527,207,0991
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9.
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SOLE DISPOSITIVE POWER
None
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10.
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SHARED DISPOSITIVE POWER
527,207,0991
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11.
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
527,207,0991
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12.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See
Instructions) ☐
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13.
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
17.1% of total outstanding
Ordinary Shares and 20.0% of total outstanding Class A Shares2
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14.
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TYPE OF REPORTING PERSON
(See Instructions)
CO
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1
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The
Class A Shares beneficially owned by the Reporting Person also include 19,950,000 Class A Shares borrowed by Merrill Lynch International
from Huang River pursuant to a borrowing arrangement between them in connection with the June 2020 Global Offering (as defined
below) to facilitate the settlement of over-allocations. Merrill Lynch International is obligated to return such Class A Shares
to Huang River on or before the sixth business day following the earlier of (i) the last day on which the underwriters’
option (the “Overallotment Option”) to purchase additional shares from JD.com, Inc. (the “Issuer”)
in connection with the June 2020 Global Offering may be exercised and (ii) the day on which the Overallotment Option
is exercised in full.
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2
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Calculation
is based on 3,090,371,009 outstanding Ordinary Shares (as defined below), comprising
(i) 2,506,489,928 Class A Shares issued and outstanding as of May 29, 2020, (ii) 133,000,000
Class A Shares offered and sold as part of a global offering by the Issuer completed
in June 2020 (the “June 2020 Global Offering”), and (iii) 450,881,081 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 May 29, 2020, in each case, as disclosed in the final prospectus
supplement dated June 11, 2020 (the “June 2020 Final Prospectus”)
to the base prospectus included in the registration statement on Form F-3 filed by the
Issuer on June 3, 2020 in connection with the June 2020 Global Offering. 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 527,207,099 Class A Shares beneficially
owned by the Reporting Person represent approximately 17.1% of the total outstanding
Ordinary Shares, approximately 20.0% of the total outstanding Class A Shares and approximately
4.5% of the aggregate voting power of the total outstanding Ordinary Shares.
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1.
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NAME OF REPORTING PERSON
TENCENT HOLDINGS LIMITED
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
AF
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5.
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) ☐
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6.
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CITIZENSHIP OR PLACE
OF ORGANIZATION
CAYMAN ISLANDS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
None
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8.
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SHARED VOTING POWER
527,207,0991
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9.
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SOLE DISPOSITIVE POWER
None
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10.
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SHARED DISPOSITIVE POWER
527,207,0991
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11.
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
527,207,0991
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) ☐
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13.
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
17.1% of total outstanding
Ordinary Shares and 20.0% of total outstanding Class A Shares2
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14.
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TYPE OF REPORTING PERSON
(See Instructions)
HC
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1
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Includes
527,207,099 Class A Shares held by Huang River, a wholly owned subsidiary of Tencent
Holdings Limited, including 29,895,820 Class A Shares represented by 14,947,910 ADSs
held by Huang River.
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The
Class A Shares beneficially owned by the Reporting Person include 19,950,000 Class A Shares borrowed by Merrill Lynch International
from Huang River pursuant to a borrowing arrangement entered into by and between Merrill Lynch International and Huang River in
connection with the June 2020 Global Offering to facilitate the settlement of over-allocations. Merrill Lynch International is
obligated to return such Class A Shares to Huang River on or before the sixth business day following the earlier of (i) the last
day on which the Overallotment Option may be exercised and (ii) the day on which the Overallotment Option is exercised in full.
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2
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Calculation
is based on 3,090,371,009 outstanding Ordinary Shares (as defined below), comprising
(i) 2,506,489,928 Class A Shares issued and outstanding as of May 29, 2020, (ii) 133,000,000
Class A Shares offered and sold in the June 2020 Global Offering, and (iii) 450,881,081
Class B Shares issued and outstanding as of May 29, 2020, in each case, as disclosed
in the June 2020 Final Prospectus. 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 527,207,099 Class A Shares beneficially owned by the Reporting Person
represent approximately 17.1% of the total outstanding Ordinary Shares, approximately
20.0% of the total outstanding Class A Shares and approximately 4.5% of the aggregate
voting power of the total outstanding Ordinary Shares.
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This
Amendment No. 3 to the statement on Schedule 13D (this “Amendment No. 3”) amends and supplements the Schedule
13D filed on June 9, 2014, as amended by Amendment No. 1 filed on August 19, 2016 and Amendment No. 2 filed on May 15, 2019 (the
“Statement”), and is being filed on behalf of Tencent Holdings Limited, a Cayman Islands company (“Tencent”),
and Huang River Investment Limited, a British Virgin Islands company 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 the Amendment No. 3 but not defined herein shall have the meanings ascribed to them
in the Statement.
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 (the “ADSs”), each representing two Class A Shares, are listed on
the NASDAQ Global Select Market under the symbol “JD.” The Reporting Persons beneficially own 527,207,099 Class A
Shares (including 14,947,910 ADSs representing 29,895,820 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
Item
3 of the Statement is hereby amended and supplemented by inserting the following at the end thereof:
On
May 27, 2020, the Issuer issued and sold to Huang River, and Huang River purchased from the Issuer, 2,938,584
Class A Shares at a consideration of US$68.16 million in cash pursuant to the May 2019 Subscription Agreement.
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, each Reporting Person may be deemed to have beneficial ownership and shared power to vote or
direct the vote of 527,207,099 Class A Shares (including 14,947,910 ADSs representing 29,895,820 Class A Shares), representing
approximately 17.1% of the total outstanding Ordinary Shares and approximately 20.0% of the total outstanding Class A Shares.
The
Class A Shares beneficially owned by the Reporting Persons include 19,950,000 Class A Shares borrowed by Merrill Lynch International
from Huang River pursuant to a borrowing arrangement entered into by and between Merrill Lynch International and Huang River in
connection with the global offering of Class A Shares by the Issuer completed in June 2020 (the “June 2020 Global Offering”)
to facilitate the settlement of over-allocations. Merrill Lynch International is obligated to return such Class A Shares to Huang
River on or before the sixth business day following the earlier of (i) the last day on which the underwriters’ option (the “Overallotment
Option”) to purchase additional shares from JD.com, Inc. (the “Issuer”) in connection with the
June 2020 Global Offering may be exercised and (ii) the day on which the Overallotment Option is exercised in full.
The
above calculation is based on 3,090,371,009 outstanding Ordinary Shares, comprising (i) 2,506,489,928 Class A Shares issued
and outstanding as of May 29, 2020, (ii) 133,000,000 Class A Shares offered and sold in the June 2020 Global Offering, and
(iii) 450,881,081 Class B Shares issued and outstanding as of May 29, 2020, in each case, as disclosed in the final
prospectus supplement dated June 11, 2020 (the “June 2020 Final Prospectus”) to the base prospectus included
in the registration statement on Form F-3 filed by the Issuer on June 3, 2020 in connection with the June 2020 Global Offering.
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 527,207,099 Class
A Shares beneficially owned by the Reporting Person represent approximately 4.5% of the aggregate voting power of the total
outstanding Ordinary Shares.
Pursuant
to the May 2019 Subscription Agreement, the Issuer will issue to Huang River certain number of Class A Shares at then prevailing
market prices at a consideration of US$68.16 million payable in cash at the third closing under the May 2019 Subscription Agreement,
which will take place on May 27, 2021 unless otherwise agreed.
Except
as set forth in this Item 5(a) and (b), to the best of knowledge of the Reporting Persons, no person identified in Appendix A
hereto beneficially owns any Shares.
Item
5(c) of the Statement is hereby amended and restated in its entirety as follows:
(c)
On May 27, 2020, the Issuer issued and sold to Huang River, and Huang River purchased from the Issuer, 2,938,584
Class A Shares at a consideration of US$68.16 million in cash pursuant to the May 2019 Subscription Agreement.
On
June 10, 2020, Huang River entered into a stock borrowing agreement with Merrill Lynch International, pursuant to which Merrill
Lynch International borrowed 19,950,000 Class A Shares from Huang River to facilitate the settlement of over-allocations
in the June 2020 Global Offering. Merrill Lynch International is obligated to return such Class A Shares to Huang River on or
before the sixth business day following the earlier of (i) the last day on which the underwriters’ Overallotment Option
in the June 2020 Global Offering may be exercised and (ii) the day on which the Overallotment Option is exercised in full.
Other
than the transactions described in Item 5(c) of this Statement, there have been no transactions 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 inserting the following paragraphs at the end of Item 6:
June
2020 Global Offering: June 2020 Lock-Up Undertakings and Stock Borrowing Arrangement
On
June 4, 2020, Huang River entered into a deed of lock-up undertakings (the “June 2020 Lock-Up Undertakings”)
with the joint sponsors in the June 2020 Global Offering and agreed that, subject to certain exceptions, during the period commencing
on the price determination date (i.e., June 11, 2020) and ending on, and including, the date that is 90 days after the
price determination date, it will not, without the prior written consent of such joint sponsors on behalf of the underwriters
in the June 2020 Global Offering, directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract
to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer
or dispose of any shares or ADSs, or any securities convertible into or exchangeable or exercisable for any shares or ADSs, owned
as at the price determination date directly by it (including holding as custodian) or with respect to which it has beneficial
ownership (collectively, the “Tencent Lock-Up Securities”), (ii) enter into a transaction which would
have the same effect, or enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of
the economic consequences of ownership of Tencent Lock-Up Securities, or (iii) publicly disclose the intention to make any
such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, provided that
it may make announcements with respect to any transfer of, or intention to transfer, the Tencent Lock-Up Securities to an entity
that is directly or indirectly wholly-owned by Tencent (a “Tencent Group Member”) if such transfer is not a
disposition for value received from an entity or other person that is not a Tencent Group Member, in each case, subject to the
exceptions provided in the June 2020 Lock-Up Undertakings.
On
June 10, 2020, Huang River entered into a stock borrowing agreement with Merrill Lynch International, pursuant to which Merrill
Lynch International borrowed 19,950,000 Class A Shares from Huang River to facilitate the settlement of over-allocations in the
June 2020 Global Offering. Merrill Lynch International is obligated to return such Class A Shares to Huang River on or before
the sixth business day following the earlier of (i) the last day on which the underwriters’ Overallotment Option in the
June 2020 Global Offering may be exercised and (ii) the day on which the Overallotment Option is exercised in full.
The
foregoing description of the June 2020 Lock-Up Undertakings 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 the June 2020 Lock-Up
Undertakings. A copy of the June 2020 Lock-Up Undertakings is filed as Exhibit 10 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:
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Exhibit
No.
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Description
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10
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Deed of Lock-Up Undertakings
dated June 4, 2020 from Huang River to the joint sponsors named therein.
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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 occupation set forth
opposite an individual’s name refers to Tencent Holdings Limited.
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Name
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Citizenship
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Title
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Directors:
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Ma Huateng
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People’s Republic of China
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Chairman of the Board and Executive Director
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Lau Chi Ping Martin
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People’s Republic of China (Hong Kong SAR)
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Executive Director
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Jacobus Petrus (Koos) Bekker
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Republic of South Africa
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Non-Executive Director
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Charles St Leger Searle
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Republic of South Africa
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Non-Executive Director
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Li Dong Sheng
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People’s Republic of China
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Independent Non-Executive Director
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Iain Ferguson Bruce
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People’s Republic of China (Hong Kong SAR)
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Independent Non-Executive Director
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Ian Charles Stone
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People’s Republic of China (Hong Kong SAR)
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Independent Non-Executive Director
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Yang Siu Shun
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People’s Republic of China (Hong Kong SAR)
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Independent Non-Executive Director
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Ke Yang
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People’s Republic of China
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Independent Non-Executive Director
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Executive officers:
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Ma Huateng
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People’s Republic of China
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Chief Executive Officer
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Lau Chi Ping Martin
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People’s Republic of China (Hong Kong SAR)
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President
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Xu Chenye
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People’s Republic of China
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Chief Information Officer
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Ren Yuxin
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People’s Republic of China
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Chief Operating Officer and President of Platform & Content
Group and Interactive Entertainment Group
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James Gordon Mitchell
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United Kingdom of Great Britain and Northern Ireland
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Chief Strategy Officer and Senior Executive Vice President
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David A M Wallerstein
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United States of America
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Chief eXploration Officer and Senior Executive Vice President
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John Shek Hon Lo
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People’s Republic of China (Hong Kong SAR)
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Senior Vice President and Chief Financial Officer
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EXECUTIVE
OFFICERS AND DIRECTORS OF HUANG RIVER INVESTMENT LIMITED
The
names of the directors and the names and titles of the executive officers of Huang River Investment 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 occupation set forth
opposite an individual’s name refers to Huang River Investment Limited.
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Name
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Citizenship
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Title
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Directors:
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Ma Huateng
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People’s Republic of China
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Director
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Charles St Leger Searle
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Republic of South Africa
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Director
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Executive officers:
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N/A
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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: June 19, 2020
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Tencent Holdings Limited
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By:
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/s/ Lau Chi Ping Martin
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Name: Lau Chi Ping Martin
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Title: Authorized Signatory
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Huang River Investment Limited
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By:
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/s/ Lau Chi Ping Martin
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Name: Lau Chi Ping Martin
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Title: Authorized Signatory
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