SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 2020
Commission File Number: 001-36450
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): ☐
We made an announcement dated July 12, 2020, with The Stock Exchange of Hong Kong Limited (the Hong Kong Stock Exchange) in relation to (i) the exercise in part by the Joint Representatives, on behalf of the international underwriters, of their option to purchase additional Class A ordinary shares from us, and (ii) the end of the stabilization period and the relevant stabilizing actions the Stabilizing Manager has undertaken, in connection with our global offering and listing of Class A ordinary shares on the Hong Kong Stock Exchange. For details, please refer to exhibit 99.1 to this current report on Form 6-K.
Safe Harbor Statements
This announcement contains forward-looking statements. These statements are made under the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as will, expects, anticipates, future, intends, plans, believes, estimates, potential, continue, ongoing, targets, and similar statements. Statements that are not historical facts, including statements about the allotment and issuance of Class A ordinary shares and additional net proceeds, are or contain forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement. There can be no guarantee that the allotment and issuance of Class A ordinary shares will be completed as planned, or that the expected benefits from the additional net proceeds will be achieved. You should consider the risk factors included in the registration statement (including any documents incorporated by reference), prospectus and prospectus supplements that have been filed with the U.S. Securities and Exchange Commission. All information provided in this announcement is as of the date of this announcement and are based on assumptions that we believe to be reasonable as of this date, and we do not undertake any obligation to update any forward-looking statement, except as required under applicable law.
|99.1||Announcement Partial Exercise of the Over-allotment Option, Stabilizing Actions and End of Stabilization Period|
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.
/s/ Sandy Ran Xu
|Name:||Sandy Ran Xu|
|Title:||Chief Financial Officer|
Date: July 13, 2020
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the Hong Kong Stock Exchange) and Hong Kong Securities Clearing Company 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.
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933 as amended from time to time (the U.S. Securities Act). Any public offering of our securities to be made in the United States will be made by means of a prospectus that may be obtained from us and that will contain detailed information about us and our management, as well as financial statements. We have filed a shelf registration statement on Form F-3 and a final prospectus supplement with the United States Securities and Exchange Commission in connection with the Global Offering.
Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those defined in the Hong Kong prospectus dated June 8, 2020 (the Prospectus) issued by JD.com, Inc. (the Company).
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.
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 9618)
PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION,
AND END OF STABILIZATION PERIOD
PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION
The Company refers to the Prospectus and the allotment results announcement of the Company dated June 17, 2020. On July 10, 2020 (after trading hours), the Joint Representatives, on behalf of the International Underwriters, have partially exercised the Over-allotment Option in respect of an aggregate of 19,912,100 Class A ordinary shares (the Over-allotment Shares), representing approximately 14.97% of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option.
Pursuant to the Stock Borrowing Agreement entered into between Merrill Lynch International and Huang River Investment Limited, Merrill Lynch International has borrowed 19,950,000 Class A ordinary shares from Huang River Investment Limited to cover over-allocations in the International Offering. The Over-allotment Shares will be used to facilitate the return to Huang River Investment Limited of part of the borrowed Class A ordinary shares. The Company will allot and issue the Over-allotment Shares at HK$226.00 per Class A ordinary share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005%), being the International Offer Price.
Approval of Listing
The Listing Committee of the Hong Kong Stock Exchange has granted the approval for the listing of and permission to deal in the Over-allotment Shares. Listing of the Over-allotment Shares on the Main Board of the Hong Kong Stock Exchange will commence at 9:00 a.m. on July 15, 2020.
Total Number of Shares of the Company upon the Partial Exercise of the Over-allotment Option
The Companys total number of issued and outstanding Class A ordinary shares immediately before and immediately after the completion of the partial exercise of the Over-allotment Option (assuming the total number of issued and outstanding Class A ordinary shares remains unchanged since the Latest Practicable Date, except for the Class A ordinary shares issued following the completion of the Global Offering) is 2,639,489,928 Class A ordinary shares and 2,659,402,028 Class A ordinary shares, respectively. The Companys total number of issued and outstanding Class B ordinary shares immediately before and immediately after the completion of the partial exercise of the Over-allotment Option is 450,881,081 Class B ordinary shares.
Use of Proceeds
The Company will receive additional net proceeds of approximately HK$4,500 million for the issue of the Over-allotment Shares, after deducting offering expenses payable by us in relation to the exercise of the Over-allotment Option. The Company intends to apply the additional net proceeds towards the same purposes as set out in the section headed Use of Proceeds in the Prospectus.
STABILIZING ACTIONS AND END OF STABILIZATION PERIOD
The Company further announces that the stabilization period in connection with the Global Offering ended on July 11, 2020, being the 30th day after the last day for lodging applications under the Hong Kong Public Offering.
Merrill Lynch (Asia Pacific) Limited, as Stabilizing Manager, or any person acting for it during the stabilization period, has undertaken the following stabilizing actions:
over-allocations of an aggregate of 19,950,000 Class A ordinary shares in the International Offering, representing 15% of the total number of the Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option);
the borrowing of an aggregate of 19,950,000 Class A ordinary shares from Huang River Investment Limited pursuant to the Stock Borrowing Agreement to cover over-allocations in the International Offering;
successive purchases of an aggregate of 37,900 Class A ordinary shares at the price of HK$226.00 per Class A ordinary share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005%) on the market during the stabilization period. The last purchase made by the Stabilizing Manager on the market during the course of the stabilization period was on June 23, 2020 at the price of HK$226.00 per Class A ordinary share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027% and Hong Kong Stock Exchange trading fee of 0.005%); and
the partial exercise of the Over-allotment Option by the Joint Representatives, on behalf of the International Underwriters, on July 10, 2020, in respect of an aggregate of 19,912,100 Class A ordinary shares, representing 14.97% of the total number of Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option), to facilitate the return to Huang River Investment Limited of part of the borrowed Class A ordinary shares under the Stock Borrowing Agreement which were used to cover over-allocations in the International Offering.
The portion of the Over-allotment Option which has not been exercised by the Joint Representatives, on behalf of the International Underwriters, lapsed on July 11, 2020.
By order of the Board
Mr. Richard Qiangdong Liu
Chairman of the Board of Directors
Hong Kong, July 12, 2020
As at the date of this announcement, the board of directors of the Company 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.