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JD.com, Inc. Major Shareholding Notification 2025
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Major Shareholding Notification
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 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.
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 Codes: 9618 (HKD counter) and 89618 (RMB counter))
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 Schedule 13D/A on January 29, 2025 (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 Dada Nexus Limited. For details, please refer to the attached Form 13D/A.
By Order of the Board of Directors
JD.com, Inc.
Mr. Richard Qiangdong Liu
Chairman of the Board of Directors
Hong Kong, February 2, 2025
As at the date of this announcement, our board of directors comprises Mr. Richard Qiangdong LIU as the chairman, Ms. Sandy Ran XU as the executive director, Ms. Caroline SCHEUFELE, Ms. Carol Yun Yau LI, Ms. Grace Kun DING, Ms. Jennifer Ngar-Wing YU, Mr. Ming HUANG, Mr. Louis T. HSIEH, and Mr. Dingbo XU as the independent directors.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Dada Nexus Limited
(Name of Issuer)
Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
23344D108
(CUSIP Number)
JD.com, Inc.
20th Fl, Build A, No.18 Kechuang 11 St, Yizhuang Eco & Tech Dev Zone, Daxing Dis
Beijing, F4, 101000
86 10 8911-8888
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
01/25/2025
(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-1(f) or 240.13d-1(g), check the following box.
☐
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).
SCHEDULE 13D/A
CUSIP No. 23344D108
| 1 | Name of reporting person
JD.com, Inc. | |
| --- | --- | --- |
| 2 | Check the appropriate box if a member of a Group (See Instructions)
☐ (a)
☑ (b) | |
| 3 | SEC use only | |
| 4 | Source of funds (See Instructions)
WC, OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |
| 6 | Citizenship or place of organization
CAYMAN ISLANDS | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power
0.00 |
| | 8 | Shared Voting Power
657,224,518.00 |
| | 9 | Sole Dispositive Power
0.00 |
| | 10 | Shared Dispositive Power
657,224,518.00 |
| 11 | Aggregate amount beneficially owned by each reporting person
657,224,518.00 | |
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ | |
| 13 | Percent of class represented by amount in Row (11)
63.4 % | |
| 14 | Type of Reporting Person (See Instructions)
HC | |
Comment for Type of Reporting Person:
(1) Includes (i) 543,635,690 ordinary shares of the issuer directly held by JD Sunflower Investment Limited and (ii) 113,588,828 ordinary shares of the issuer (including 6,526,887 ADSs) directly held by Windcreek Limited. Each of JD Sunflower Investment Limited and Windcreek Limited is a direct wholly-owned subsidiary of JD.com Investment Limited, which in turn is a direct wholly-owned subsidiary of JD.com, Inc. Pursuant to Section 13(d) of the Act and the rules promulgated thereunder, each of JD.com, Inc. and JD.com Investment Limited may be deemed to beneficially own all of the ordinary shares of the issuer (including ordinary shares of the issuer represented by ADSs) held by JD Sunflower Investment Limited and Windcreek Limited respectively in the issuer and share with JD Sunflower Investment Limited and Windcreek Limited respectively the voting power and dispositive power of such shares.
(2) The percentage is calculated based on a total of 1,036,659,038 ordinary shares of the issuer issued and outstanding as of December 31, 2024.
SCHEDULE 13D/A
CUSIP No. 23344D108
| 1 | Name of reporting person
JD.com Investment Limited | |
| --- | --- | --- |
| 2 | Check the appropriate box if a member of a Group (See Instructions)
☐ (a)
☑ (b) | |
| 3 | SEC use only | |
| 4 | Source of funds (See Instructions)
AF | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power
0.00 |
| | 8 | Shared Voting Power
657,224,518.00 |
| | 9 | Sole Dispositive Power
0.00 |
| | 10 | Shared Dispositive Power
657,224,518.00 |
| 11 | Aggregate amount beneficially owned by each reporting person
657,224,518.00 | |
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ | |
| 13 | Percent of class represented by amount in Row (11)
63.4 % | |
| 14 | Type of Reporting Person (See Instructions)
CO | |
Comment for Type of Reporting Person:
(1) Includes (i) 543,635,690 ordinary shares of the issuer directly held by JD Sunflower Investment Limited and (ii) 113,588,828 ordinary shares of the issuer (including 6,526,887 ADSs) directly held by Windcreek Limited. Each of JD Sunflower Investment Limited and Windcreek Limited is a direct wholly-owned subsidiary of JD.com Investment Limited, which in turn is a direct wholly-owned subsidiary of JD.com, Inc. Pursuant to Section 13(d) of the Act and the rules promulgated thereunder, each of JD.com, Inc. and JD.com Investment Limited may be deemed to beneficially own all of the ordinary shares of the issuer (including ordinary shares of the issuer represented by ADSs) held by JD Sunflower Investment Limited and Windcreek Limited respectively in the issuer and share with JD Sunflower Investment Limited and Windcreek Limited respectively the voting power and dispositive power of such shares.
(2) The percentage is calculated based on a total of 1,036,659,038 ordinary shares of the issuer issued and outstanding as of December 31, 2024.
SCHEDULE 13D/A
CUSIP No. 23344D108
| 1 | Name of reporting person
JD Sunflower Investment Limited | |
| --- | --- | --- |
| 2 | Check the appropriate box if a member of a Group (See Instructions)
☐ (a)
☑ (b) | |
| 3 | SEC use only | |
| 4 | Source of funds (See Instructions)
AF | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power
0.00 |
| | 8 | Shared Voting Power
543,635,690.00 |
| | 9 | Sole Dispositive Power
0.00 |
| | 10 | Shared Dispositive Power
543,635,690.00 |
| 11 | Aggregate amount beneficially owned by each reporting person
543,635,690.00 | |
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ | |
| 13 | Percent of class represented by amount in Row (11)
52.4 % | |
| 14 | Type of Reporting Person (See Instructions)
CO | |
Comment for Type of Reporting Person:
(1) The percentage is calculated based on a total of 1,036,659,038 ordinary shares of the issuer issued and outstanding as of December 31, 2024.
SCHEDULE 13D/A
CUSIP No. 23344D108
| 1 | Name of reporting person
Windcreek Limited | |
| --- | --- | --- |
| 2 | Check the appropriate box if a member of a Group (See Instructions)
☐ (a)
☑ (b) | |
| 3 | SEC use only | |
| 4 | Source of funds (See Instructions)
AF | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power
0.00 |
| | 8 | Shared Voting Power
113,588,828.00 |
| | 9 | Sole Dispositive Power
0.00 |
| | 10 | Shared Dispositive Power
113,588,828.00 |
| 11 | Aggregate amount beneficially owned by each reporting person
113,588,828.00 | |
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ | |
| 13 | Percent of class represented by amount in Row (11)
11 % | |
| 14 | Type of Reporting Person (See Instructions)
CO | |
Comment for Type of Reporting Person:
(1) Includes (i) 87,481,280 ordinary shares and (ii) 26,107,548 ordinary shares in the form of 6,526,887 ADSs of the issuer directly held by Windcreek Limited.
(2) The percentage is calculated based on a total of 1,036,659,038 ordinary shares of the issuer issued and outstanding as of December 31, 2024.
SCHEDULE 13D/A
Item 1. Security and Issuer
(a) Title of Class of Securities:
Ordinary Shares, par value $0.0001 per share
(b) Name of Issuer:
Dada Nexus Limited
(c) Address of Issuer's Principal Executive Offices:
22/F, Oriental Fisherman's Wharf, No. 1088 Yangshupu Road, Yangpu District, Shanghai, CHINA, 200082.
Item 1 Comment:
This Amendment No. 4 to Schedule 13D (this "Amendment No. 4") amends and supplements the Statement on Schedule 13D originally filed with the U.S. Securities and Exchange Commission on March 4, 2022 (the "Original Schedule 13D"), as amended by an amendment No. 1 on April 26, 2023 (the "Amendment No. 1"), an amendment No. 2 on April 28, 2023 (the "Amendment No. 2") and an amendment No. 3 on September 16, 2024 (the "Amendment No. 3" and, together with the Original Schedule 13D, the Amendment No. 1 and the Amendment No. 2, the "Statement") filed by JD.com, Inc. ("JD"), JD.com Investment Limited ("JD Investment"), JD Sunflower Investment Limited ("JD Sunflower") and Windcreek Limited (each a "Reporting Person" and collectively, the "Reporting Persons"), with respect to ordinary shares, par value $0.0001 per share, of Dada Nexus Limited, a company incorporated under the laws of the Cayman Islands (the "Issuer"), whose principal executive offices are located at 22/F, Oriental Fisherman's Wharf, No. 1088 Yangshupu Road, Yangpu District, Shanghai 200082, People's Republic of China.
Except as provided herein, this Amendment No. 4 does not modify any of the information previously reported on the Statement. Capitalized terms used but not defined in this Amendment No. 4 have the meanings ascribed to them in the Statement.
Item 2. Identity and Background
(a) Schedule A (attached as Exhibit 99.A) is hereby amended and restated in its entirety and Item 2(d)-(e) of the Schedule 13D is hereby restated in its entirety as follows:
(d)-(e) During the last five years, none of the Reporting Persons nor, to the best of the Reporting Persons' knowledge, any of the persons listed in Schedule A hereto, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(d) See Item 2(a) above
(e) See Item 2(a) above
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Statement is hereby amended and supplemented by the following:
On January 25, 2025, JD submitted a preliminary non-binding proposal (the "Proposal") to the Issuer's board of directors. In the Proposal, JD proposed to acquire all the Ordinary Shares not currently held by the Reporting Persons for US$0.5 per share or US$2.0 per ADS in cash. It is anticipated that the acquisition of the Ordinary Shares not currently held by the Reporting Persons will be funded by JD's and/or the other Reporting Persons' available cash.
Item 4. Purpose of Transaction
Item 4 of the Original Schedule 13D is hereby amended and supplemented by the following:
On January 25, 2025, JD submitted the Proposal to the Issuer's board of directors, proposing to acquire all the Ordinary Shares not currently held by the Reporting Persons for US$0.5 per share or US$2.0 per ADS in cash. The transactions contemplated by the Proposal (the "Proposed Transaction") is subject to a number of conditions, including, among other things, the negotiation and execution of a definitive agreement and other related agreements mutually acceptable in form and substance to JD and the Issuer. Neither JD nor the Issuer is obligated to complete the Proposed Transaction, and a binding commitment with respect to the Proposed Transaction will result only from the execution of definitive agreements, and then will be on the terms provided in such documentation.
If the Proposed Transaction is completed, the ADSs of the Issuer would be delisted from the Nasdaq Global Select Market, and the Issuer's obligation to file periodic reports under the Securities Exchange Act of 1934, as amended, would terminate.
The descriptions of the Proposal in this Amendment No. 4 are qualified in their entirety by reference to the Proposal, a copy of which is attached hereto as Exhibit 99.9 and incorporated herein by reference in its entirety.
Item 5. Interest in Securities of the Issuer
(a) Item 5 of the Statement is hereby amended and supplemented by the following:
The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment No. 4 and the information set forth or incorporated in Items 2, 3, 4, and 6 are hereby incorporated herein by reference in this Item 5.
Except as disclosed in this statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, beneficially owns any ordinary shares of the Issuer or has the right to acquire any ordinary shares of the Issuer.
Except as disclosed in this statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the ordinary shares of the Issuer that they may be deemed to beneficially own.
(b) See Item 5(a) above.
(c) Except as disclosed in this statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, has effected any transaction in the ordinary shares of the Issuer during the past 60 days.
(d) Except as disclosed in this statement, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ordinary shares beneficially owned by the Reporting Persons.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item 6 of the Statement is hereby amended and supplemented by the following:
The information set forth in Items 3 and 4 is hereby incorporated by reference in this Item 6.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Statement is hereby amended and supplemented by the following:
Exhibit 99.9 - Non-Binding Proposal Letter from JD to the Issuer's Board of Directors, dated January 25, 2025
Exhibit 99.A - Schedule A
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.
JD.com, Inc.
Signature: /s/ Sandy Ran Xu
Name/Title: Sandy Ran Xu, Director and Chief Executive Officer
Date: 01/29/2025
JD.com Investment Limited
Signature: /s/ Nani Wang
Name/Title: Nani Wang, Director
Date: 01/29/2025
JD Sunflower Investment Limited
Signature: /s/ Nani Wang
Name/Title: Nani Wang, Director
Date: 01/29/2025
Windcreek Limited
Signature: /s/ Nani Wang
Name/Title: Nani Wang, Director
Date: 01/29/2025
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF JD
The names of the directors and the names and titles of the executive officers of JD and their principal occupations are set forth below. Except for Professor Ming Huang, Mr. Louis T. Hsieh, Professor Dingbo Xu, Ms. Caroline Scheufele, Ms. Grace Kun Ding and Ms. Jennifer Ngar-Wing Yu, the business address of the directors and executive officers is JD national headquarters at No. 18 Kechuang 11 Street, Yizhuang Economic and Technological Development Zone, Daxing District, Beijing 101111, P.R. China.
| Name | Position with JD | Present Principal Occupation | Citizenship | Shares Beneficially Owned |
|---|---|---|---|---|
| Directors: | ||||
| Richard Qiangdong Liu | Chairman of the * Board of Directors | P.R. China | ** | |
| Sandy Ran Xu | Director and Chief * Executive Officer | P.R. China | — | |
| Ming Huang^{(1)} | Independent Director | Professor of finance at the Johnson Graduate School of Management at Cornell University | United States | — |
| Louis T. Hsieh^{(2)} | Independent Director | Director of New Oriental Education & Technology Group Inc. | United States | — |
| Dingbo Xu^{(3)} | Independent Director | Essilor Chair Professor in Accounting and an associate dean at China Europe International Business School in Shanghai | P.R. China | — |
| Caroline Scheufele^{(4)} | Independent Director | Co-president and Artistic Director of Chopard | Switzerland | — |
| Carol Yun Yau Li^{(5)} | Independent Director | Managing Director of Yale Center Beijing | P.R. China | — |
| Grace Kun Ding^{(6)} | Independent Director | Strategic consulting service provider for cooperative retail suppliers on the British Lang platform and an independent investor | United Kingdom | — |
| Jennifer Ngar-Wing Yu^{(7)} | Independent Director | Deputy Vice Chairwoman and Group President of CTF Education Group | P.R. China | — |
| Executive Officers: | ||||
| Ian Su Shan | Chief Financial Officer * | P.R. China | — | |
| Pang Zhang | Chief Human Resources Officer | * | P.R. China | — |
- The principal occupation is the same as his/her position with JD.
** Less than 1% of the total outstanding shares of the Issuer.
(1) The business address of Professor Huang is 22 W 66th Street, New York, NY 10023, United States.
(2) The business address of Mr. Hsieh is The Harbourside, Tower 2, 37-B, I Austin Road West, Kowloon, Hong Kong.
(3) The business address of Professor Xu is China Europe International Business School Building 20, Zhongguancun Software Park, Haidian District, Beijing 100193, P.R. China.
(4) The business address of Ms. Scheufele is Chopard & Cie SA - 8 rue de Veyrot - 1217 Meyrin - Switzerland.
(5) The business address of Ms. Li is Tower B 36/F, 8 Jianguomenwai Avenue, Chaoyang District, Beijing, China
(6) The business address of Ms. Ding is 5 Interchange Park, Robinson Way, Portsmouth, England, PO3 5QD, United Kingdom.
(7) The business address of Ms. Yu is Room 2209A&B, Wu Chung House, 213 Queen's Road East, Wanchai, Hong Kong.
Directors and Executive Officers of JD Investment
The names of the directors and the names and titles of the executive officers of JD Investment and their principal occupations are set forth below. The business address of each of the directors and executive officers is Room 3614-19, Jardine House, 1 Connaught Place, Central, Hong Kong.
| Name | Position with JD Investment | Present Principal Occupation | Citizenship | Shares Beneficially Owned |
|---|---|---|---|---|
| Directors: | ||||
| Nani Wang | Director | Employee of JD | P.R. China | — |
| Executive Officers: | ||||
| N/A |
Directors and Executive Officers of JD Sunflower
The names of the directors and the names and titles of the executive officers of JD Sunflower and their principal occupations are set forth below. The business address of each of the directors and executive officers is c/o Room 4318-19, Jardine House, 1 Connaught Place, Central, Hong Kong.
| Name | Position with JD Investment | Present Principal Occupation | Citizenship | Shares Beneficially Owned |
|---|---|---|---|---|
| Directors: | ||||
| Nani Wang | Director | Employee of JD | P.R. China | — |
| Executive Officers: | ||||
| N/A |
Directors and Executive Officers of Windcreek Limited
The names of the directors and the names and titles of the executive officers of Windcreek Limited and their principal occupations are set forth below. The business address of each of the directors and executive officers is c/o Room 4318-19, Jardine House, 1 Connaught Place, Central, Hong Kong.
| Name | Position with Windcreek Limited | Present Principal Occupation | Citizenship | Shares Beneficially Owned |
|---|---|---|---|---|
Directors:
Nani Wang Director Employee of JD P.R. China
Executive Officers: N/A
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January 25, 2025
Board of Directors
Dada Nexus Limited (the "Company")
22/F, Oriental Fisherman’s Wharf
No. 1088 Yangshupu Road
Yangpu District, Shanghai 200082
People’s Republic of China
Dear Sirs/Madams:
We, JD.com, Inc., are pleased to submit this preliminary non-binding proposal to acquire all the outstanding ordinary shares (the "Ordinary Shares") of the Company not already owned by our wholly owned entities JD Sunflower Investment Limited and Windcreek Limited (the "JD Shareholders"), in a going-private transaction (the "Acquisition"). The JD Shareholders currently beneficially own more than 60% of the total issued and outstanding Ordinary Shares (including American depositary shares, or ADSs, each representing four Ordinary Shares) of the Company.
We believe our proposal of US$2.0 in cash per ADS provides a compelling opportunity to the Company’s shareholders. This price represents a premium of approximately 42% to the closing price of the ADSs on the most recent trading day.
The terms and conditions on which we are prepared to pursue the Acquisition are as follows.
- Purchase Price. Our proposed purchase price is US$2.0 per ADS (or US$0.5 per Ordinary Share) in cash.
- Funding. We intend to fund the Acquisition with cash funded by the JD Shareholders or other JD.com, Inc. entities. We do not currently anticipate requiring debt financing.
- Due Diligence. We have the required experience in structuring and consummating transactions of similar nature and expect to complete confirmatory due diligence on an expedited basis.
- Definitive Agreements. We are prepared to negotiate and finalize definitive agreements expeditiously. These documents will provide for representations, warranties, covenants and conditions that are typical, customary and appropriate for a transaction of this type.
- Process. We believe that the Acquisition will provide clear value to the Company’s shareholders. We recognize of course that the board of directors of the Company will evaluate the proposed Acquisition independently before it can make a determination whether to endorse it. In considering the proposed Acquisition, you should be aware that we are interested only in acquiring the outstanding Ordinary Shares (including ADSs) that the JD Shareholders do not already own, and that we do not intend to sell our stake in the Company to any third party.
- Confidentiality. We may, if required by law, file a Schedule 13D amendment to disclose this proposal. We are sure you will agree that it is in our mutual interests to ensure that we conduct
our discussion with respect to the Acquisition in a confidential manner (unless disclosure is required by law) until we have executed the definitive agreements or terminated our discussion.
- Not a Binding Commitment. This letter constitutes only a preliminary indication of our interest, and does not constitute any binding commitment with respect to the Acquisition. A binding commitment will result only from the execution of definitive agreements, and then will be on the terms provided in such documentation.
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In closing, we would like to express our commitment to working together with you to bring this Acquisition to fruition. Should you have any questions regarding this proposal, please contact us. We look forward to hearing from you.
Sincerely,
JD.com, Inc.
By: /s/ Sandy Ran Xu
Name: Sandy Ran Xu
Title: Chief Executive Officer
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