ITEM 2(d). |
TITLE OF CLASS OF SECURITIES: |
Ordinary shares, par value of $0.00002 per share
The Issuers 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.
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
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, 2023:
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Reporting Person |
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Amount beneficially owned: |
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Percent of class: |
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Sole power to vote or direct the vote: |
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Shared power to vote or to direct the vote: |
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Sole power to dispose or to direct the disposition of: |
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Shared power to dispose or to direct the disposition of: |
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Richard Qiangdong Liu |
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357,986,674 |
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11.3 |
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357,986,674 |
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0 |
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340,405,330 |
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0 |
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Max Smart Limited |
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328,605,330 |
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10.5 |
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328,605,330 |
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0 |
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328,605,330 |
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0 |
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Fortune Rising Holdings Limited |
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17,581,344 |
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0.6 |
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17,581,344 |
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0 |
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17,581,344 |
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0 |
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The 357,986,674 ordinary shares of the Issuer beneficially owned by Mr. Richard Qiangdong Liu consist of
(i) 305,630,780 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) 11,800,000 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, 2023, and (iv) 17,581,344 Class B ordinary shares held by Fortune Rising Holdings Limited as described below.
Max Smart Limited, a British Virgin Islands company, directly holds 305,630,780 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.