JD.com, Inc. — Major Shareholding Notification 2021

Feb 9, 2021

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “ Hong Kong Stock Exchange ”) take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Under our weighted voting rights structure, our share capital comprises Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share entitles the holder to exercise one vote, and each Class B ordinary share entitles the holder to exercise 20 votes, respectively, on any resolution tabled at our general meetings, except as may otherwise be required by law or provided for in our Memorandum and Articles of Association. Shareholders and prospective investors should be aware of the potential risks of investing in a company with a weighted voting rights structure. Our American depositary shares, each representing two of our Class A ordinary shares, are listed on the Nasdaq Global Select Market in the United States under the symbol JD.

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JD.com, Inc. 京東集團股份有限公司

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)

(Stock Code: 9618)

OVERSEAS REGULATORY ANNOUNCEMENT

We are making this announcement pursuant to Rule 13.10B of The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

We filed a Form 13G on February 9, 2021 (U.S. Eastern Time) with the Securities and Exchange Commission of the United States in relation to our beneficial ownership report on our interest in Farfetch Limited. For details, please refer to the attached Form 13G.

By Order of the Board of Directors JD.com, Inc. Mr. Richard Qiangdong Liu Chairman of the Board of Directors and Chief Executive Officer

Hong Kong, February 9, 2021

As at the date of this announcement, our board of directors comprises Mr. Richard Qiangdong LIU as the chairman, Mr. Martin Chi Ping LAU as the director, Mr. Ming HUANG, Mr. Louis T. HSIEH, and Mr. Dingbo XU as the independent directors.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

Farfetch Limited

(Name of Issuer)

Class A Ordinary Shares, par value $0.04 per share

(Title of Class of Securities)

30744W107

(CUSIP Number)

December 31, 2020

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

• Rule 13d-1(b)

• Rule 13d-1(c)

• Rule 13d-1(d)

• 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).

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1. NAMES OF REPORTING PERSONS Kadi Group Holding Limited

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

3. (a) 

4. (b) 

5. SEC USE ONLY

6. CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

1. SOLE VOTING POWER

0 NUMBER OF 6. SHARED VOTING POWER SHARES BENEFICIALLY 9,005,030 Class A Ordinary Shares OWNED BY 7. SOLE DISPOSITIVE POWER EACH REPORTING 0 PERSON WITH 8. SHARED DISPOSITIVE POWER 9,005,030 Class A Ordinary Shares

1. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,005,030 Class A Ordinary Shares

1. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) 

2. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.0% (0.8% of the total voting power in the Company)*

1. TYPE OF REPORTING PERSON (see instructions)

CO

• The percentage is calculated based on 296,740,928 Class A Ordinary Shares, par value $0.04 per share (the “Class A Ordinary Shares”) and 42,858,080 Class B Ordinary Shares, par value $0.04 per share (the “Class B Ordinary Shares”) outstanding as listed in the Issuer’s Annual Report on Form 20-F for the fiscal year ended December 31, 2019.

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1. NAMES OF REPORTING PERSONS

JD.com Investment Limited

1. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

2. (a) 

3. (b) 

4. 1. SEC USE ONLY

5. CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

1. SOLE VOTING POWER

2. 0

3. 1. SHARED VOTING POWER 9,005,030 Class A Ordinary Shares
4. 1. SOLE DISPOSITIVE POWER 0
5. 1. SHARED DISPOSITIVE POWER

NUMBER OF 6. SHARED VOTING POWER SHARES BENEFICIALLY 9,005,030 Class A Ordinary Shares OWNED BY 7. SOLE DISPOSITIVE POWER EACH REPORTING 0 PERSON WITH

9,005,030 Class A Ordinary Shares

1. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2. 9,005,030 Class A Ordinary Shares

3. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) 

4. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.0% (0.8% of the total voting power in the Company)*

1. TYPE OF REPORTING PERSON (see instructions)

CO

• The percentage is calculated based on 296,740,928 Class A Ordinary Shares and 42,858,080 Class B Ordinary Shares outstanding as listed in the Issuer’s Annual Report on Form 20-F for the fiscal year ended December 31, 2019.

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1. NAMES OF REPORTING PERSONS

JD.com, Inc.

1. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

• (a) 

• (b) 

• SEC USE ONLY

• CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

1. SOLE VOTING POWER

2. 0

3. 1. SHARED VOTING POWER 9,005,030 Class A Ordinary Shares
4. 1. SOLE DISPOSITIVE POWER 0

NUMBER OF 6. SHARED VOTING POWER SHARES BENEFICIALLY 9,005,030 Class A Ordinary Shares OWNED BY 7. SOLE DISPOSITIVE POWER EACH REPORTING 0 PERSON WITH

1. SHARED DISPOSITIVE POWER

9,005,030 Class A Ordinary Shares

1. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,005,030 Class A Ordinary Shares

1. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) 

2. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.0% (0.8% of the total voting power in the Company)*

1. TYPE OF REPORTING PERSON (see instructions)

HC

• The percentage is calculated based on 296,740,928 Class A Ordinary Shares and 42,858,080 Class B Ordinary Shares outstanding as listed in the Issuer’s Annual Report on Form 20-F for the fiscal year ended December 31, 2019.

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Item 1.

• (a) Name of Issuer Farfetch Limited

• (b) Address of Issuer’s Principal Executive Offices The Bower 211 Old Street London EC1V 9NR United Kingdom

Item 2.

• (a) Name of Person Filing

This statement is jointly filed by and on behalf of each of JD.com, Inc., JD.com Investment Limited and Kadi Group Holding Limited.

• (b) Address of the Principal Office or, if none, residence

JD.com, Inc.: 20th Floor, Building A, No. 18 Kechuang 11 Street Yizhuang Economic and Technological Development Zone Daxing District, Beijing 101111 The People’s Republic of China

Kadi Group Holding Limited: Craigmuir Chambers, Road Town, Tortola VG 1110, British Virgin Islands

JD.com Investment Limited: Vistra Corporate Services Centre Wickhams Cay II Road Town, Tortola VG1110, British Virgin Islands

• (c) Citizenship

JD.com, Inc. is a company organized under the laws of the Cayman Islands; JD.com Investment Limited and Kadi Group Holding Limited are companies organized under the laws of the British Virgin Islands.

• (d) Title of Class of Securities

Class A Ordinary Shares, par value $0.04 per share

• (e) CUSIP Number 30744W107

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Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

• (a) Amount beneficially owned: 9,005,030 Class A Ordinary Shares

• (b) Percent of class: 3.0% (0.8% of the total voting power in the Company)

• (c) Number of shares as to which the person has:

• (i) Sole power to vote or to direct the vote 0.

• (ii) Shared power to vote or to direct the vote 9,005,030 Class A Ordinary Shares.

• (iii) Sole power to dispose or to direct the disposition of 0.

• (iv) Shared power to dispose or to direct the disposition of 9,005,030 Class A Ordinary Shares.

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  .

Instruction. Dissolution of a group requires a response to this item.

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.

Not applicable.

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Item 8. Identification and Classification of Members of the Group.

All shares of Kadi Group Holding Limited are directly held by JD.com Investment Limited, and all shares of JD.com Investment Limited are directly owned by JD.com, Inc.

JD.com, Inc., JD.com Investment Limited and Kadi Group Holding Limited have entered into a joint filing agreement with respect this statement, which was attached as Exhibit 99.1 to the initial Statement on Schedule 13G.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

Not applicable.

Exhibit Index

None.

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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 as of February 9, 2021.

KADI GROUP HOLDING LIMITED

BY:

/s/Nani Wang

NANI WANG Director

JD.COM INVESTMENT LIMITED

BY:

/s/Nani Wang

NANI WANG Director

JD.COM, INC.

BY:

/s/Richard Liu

RICHARD LIU Chairman of the Board and Chief Executive Officer

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