Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
July 14 2022 - 6:09AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF
FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR
15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2022
Commission File Number: 001-36450
JD.com, Inc.
20th Floor, Building A, No. 18 Kechuang 11 Street
Yizhuang Economic and Technological Development Zone
Daxing District, Beijing 101111
The Peoples Republic of China
(Address of principal executive offices)
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):________________
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):________________
Completion of Compulsory Acquisition of CNLP and Withdrawal of Listing from HKEX
On July 14, 2022, JD Property Group Corporation (JD Property), a subsidiary of JD.com, Inc. (the
Company), completed the Compulsory Acquisition (as defined below) of China Logistics Property Holdings Co., Ltd (CNLP), the shares of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited
(the HKEX), and all the remaining shares of CNLP were transferred to JD Property. CNLP is principally engaged in the leasing of storage facilities and the related management services in the PRC. As the valid acceptances received
by JD Property had crossed the required threshold, JD Property elected to exercise its rights, pursuant to Section 88 of the Companies Act of the Cayman Islands, to compulsorily acquire those shares of CNLP not already acquired by JD Property
(the Compulsory Acquisition). As a result, CNLP has become a wholly-owned subsidiary of JD Property. The HKEX has approved the withdrawal of listing of the shares of CNLP from the HKEX pursuant to Rule 6.15(1) of the Hong Kong
Listing Rules. The last day of trading of the shares of CNLP on the HKEX was June 24, 2022, and the listing of the shares of CNLP on the HKEX will be withdrawn with effect from 9:00 a.m. on Friday, July 15, 2022.
In addition, CNLP intends to repurchase and cancel all of its HK$1,109,000,000 6.95% convertible bonds due 2024 (the 2024 Convertible
Bonds), which is listed on the HKEX, on or around July 18, 2022. An application will then be made to the HKEX for the withdrawal of listing of the 2024 Convertible Bonds from the HKEX. The 2024 Convertible Bonds will remain listed on
the HKEX until they are withdrawn from listing.
Unless otherwise stated, all time references contained herein are to Hong Kong time.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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JD.COM, INC. |
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By |
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/s/ Sandy Ran Xu |
Name |
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Sandy Ran Xu |
Title |
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Chief Financial Officer |
Date: July 14, 2022
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