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

 

SCHEDULE 13G

 

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

 

Dada Nexus Limited

(Name of Issuer)

 

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

 

23344D108**

(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)

x 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.

 

** There is no CUSIP number assigned to ordinary shares of the issuer. CUSIP number 23344D108 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on The NASDAQ Global Select Market under the symbol “DADA.” Each ADS represents four ordinary shares of the issuer.

 

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).

 

 

 

 

 

CUSIP No. 23344D 108 13G Page 2 of 9 Pages

 

1. NAMES OF REPORTING PERSONS
JD.com, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    x
3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.

SOLE VOTING POWER

 

0

6.

SHARED VOTING POWER

 

434,100,345 Ordinary Shares (1)

7.

SOLE DISPOSITIVE POWER

 

0

8.

SHARED DISPOSITIVE POWER

 

434,100,345 Ordinary Shares (1)

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

434,100,345 Ordinary Shares (1)

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(see instructions)    ¨

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

46.5% (2)

12.

TYPE OF REPORTING PERSON (see instructions)

 

HC

 

 

(1) Includes (i) 415,492,797 ordinary shares of the issuer directly held by JD Sunflower Investment Limited and (ii) 18,607,548 ordinary shares of the issuer (represented by 4,651,887 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 is in turn 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 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 934,428,565 ordinary shares of the issuer issued and outstanding immediately after the completion of the offering reported in the issuer’s prospectus on form 424B4 dated as of December 2, 2020 and filed with the Securities and Exchange Commission on December 3, 2020, assuming the underwriters therefor do not exercise their option to purchase additional ADSs.

 

 

 

 

CUSIP No. 23344D 108 13G Page 3 of 9 Pages

 

1. NAMES OF REPORTING PERSONS
JD.com Investment Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    x
3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.

SOLE VOTING POWER

 

0

6.

SHARED VOTING POWER

 

434,100,345 Ordinary Shares (1)

7.

SOLE DISPOSITIVE POWER

 

0

8.

SHARED DISPOSITIVE POWER

 

434,100,345 Ordinary Shares (1)

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

434,100,345 Ordinary Shares (1)

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(see instructions)    ¨

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

46.5% (2)

12.

TYPE OF REPORTING PERSON (see instructions)

 

CO

  (1) Includes (i) 415,492,797 ordinary shares of the issuer directly held by JD Sunflower Investment Limited and (ii) 18,607,548 ordinary shares of the issuer (represented by 4,651,887 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 is in turn 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 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 934,428,565 ordinary shares of the issuer issued and outstanding immediately after the completion of the offering reported in the issuer’s prospectus on form 424B4 dated as of December 2, 2020 and filed with the Securities and Exchange Commission on December 3, 2020, assuming the underwriters therefor do not exercise their option to purchase additional ADSs.

 

 

 

 

CUSIP No. 23344D 108 13G Page 4 of 9 Pages

 

1.

NAMES OF REPORTING PERSONS

 

JD Sunflower Investment Limited

2.

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

(a)    ¨
(b)    x

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.

SOLE VOTING POWER

 

0

6.

SHARED VOTING POWER

 

415,492,797 Ordinary Shares

7.

SOLE DISPOSITIVE POWER

 

0

8.

SHARED DISPOSITIVE POWER

 

415,492,797 Ordinary Shares

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

415,492,797 Ordinary Shares

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(see instructions)    ¨

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

44.5% (1)

12.

TYPE OF REPORTING PERSON (see instructions)

 

CO

  (1) The percentage is calculated based on a total of 934,428,565 ordinary shares of the issuer issued and outstanding immediately after the completion of the offering reported in the issuer’s prospectus on form 424B4 dated as of December 2, 2020 and filed with the Securities and Exchange Commission on December 3, 2020, assuming the underwriters therefor do not exercise their option to purchase additional ADSs.

 

 

 

 

CUSIP No. 23344D 108 13G Page 5 of 9 Pages

 

1.

NAMES OF REPORTING PERSONS

 

Windcreek Limited

2.

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

(a)    ¨
(b)    x

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.

SOLE VOTING POWER

 

0

6.

SHARED VOTING POWER

 

18,607,548 Ordinary Shares

7.

SOLE DISPOSITIVE POWER

 

0

8.

SHARED DISPOSITIVE POWER

 

18,607,548 Ordinary Shares

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

18,607,548 Ordinary Shares

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(see instructions)    ¨

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.0% (1)

12.

TYPE OF REPORTING PERSON (see instructions)

 

CO

  (1) The percentage is calculated based on a total of 934,428,565 ordinary shares of the issuer issued and outstanding immediately after the completion of the offering reported in the issuer’s prospectus on form 424B4 dated as of December 2, 2020 and filed with the Securities and Exchange Commission on December 3, 2020, assuming the underwriters therefor do not exercise their option to purchase additional ADSs.

 

 

 

 

CUSIP No. 23344D 108 13G Page 6 of 9 Pages

 

Item 1.

 

  (a)

Name of Issuer

Dada Nexus Limited

     
  (b)

Address of Issuer’s Principal Executive Offices
22/F, Oriental Fisherman's Wharf

No. 1088 Yangshupu Road

Yangpu District, Shanghai 200082

The People’s Republic of China

 

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, JD Sunflower Investment Limited and Windcreek Limited (collectively, the “Reporting Persons”).
     
  (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

 

JD.com Investment Limited:

Vistra Corporate Services Centre

Wickhams Cay II, Road Town, Tortola

VG1110, British Virgin Islands

   

 

JD Sunflower Investment Limited:

Vistra Corporate Services Centre

Wickhams Cay II, Road Town, Tortola

VG1110, British Virgin Islands

 

Windcreek 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, JD Sunflower Investment Limited and Windcreek Limited are companies organized under the laws of the British Virgin Islands.

     
  (d) Title of Class of Securities
Ordinary shares, par value $0.0001 per share, of the issuer (the "Ordinary Shares")
     

 

  (e)

CUSIP Number
23344D108 *

 

* There is no CUSIP number assigned to Ordinary Shares. CUSIP number 23344D108 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on The NASDAQ Global Select Market under the symbol “DADA.” Each ADS represents four Ordinary Shares.

 

 

 

 

CUSIP No. 23344D 108 13G Page 7 of 9 Pages

 

Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

(a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f) ¨ An employee benefit plan or endowment fund in accordance with Rule 13d–1(b)(1)(ii)(F);

(g) ¨A parent holding company or control person in accordance with Rule 13d–1(b)(1)(ii)(G);

(h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) ¨ A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k) ¨ Group, in accordance with Rule 13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J), please specify the type of institution: ____.

 

Item 4. Ownership.

 

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

 

(a) The information required by Items 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference.

 

(b) The information required by Items 4(b) is set forth in Row 11 of the cover page for each Reporting Person and is incorporated herein by reference.

 

(c) The information required by Items 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein by reference.

 

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

 

Not applicable.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

As indicated in notes 1 on the cover pages for JD.com, Inc. and JD.com Investment Limited, (i) JD Sunflower Investment Limited, a wholly-owned subsidiary of JD.com Investment Limited, which in turn is a wholly-owned subsidiary of JD.com, Inc., directly holds 415,492,797 Ordinary Shares included in this Statement on Schedule 13G and accordingly has the power to receive or direct the receipt of dividends from, or the proceeds from the sale of, such shares, and (ii) Windcreek Limited, a wholly-owned subsidiary of JD.com Investment Limited, which in turn is a wholly-owned subsidiary of JD.com, Inc., directly holds 18,607,548 Ordinary Shares (represented by 4,651,887 ADSs) included in this Statement on Schedule 13G and accordingly has the power to receive or direct the receipt of dividends from, or the proceeds from the sale of, such shares. Other than as described in the immediately preceding sentence, no other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares included in this Statement on Schedule 13G. 

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

As indicated in notes 1 on the cover pages for JD.com, Inc. and JD.com Investment Limited, (i) JD Sunflower Investment Limited, a wholly-owned subsidiary of JD.com Investment Limited, which in turn is a wholly-owned subsidiary of JD.com, Inc., directly holds 415,492,797 Ordinary Shares included in this Statement on Schedule 13G, and (ii) Windcreek Limited, a wholly-owned subsidiary of JD.com Investment Limited, which in turn is a wholly-owned subsidiary of JD.com, Inc., directly holds 18,607,548 Ordinary Shares (represented by 4,651,887 ADSs) included in this Statement on Schedule 13G.

 

 

 

 

CUSIP No. 23344D 108 13G Page 8 of 9 Pages

 

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

 

All shares of each of JD Sunflower Investment Limited and Windcreek 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, JD Sunflower Investment Limited and Windcreek Limited have entered into a joint filing agreement with respect this statement, which is attached hereto as Exhibit 99.1.

 

Item 9. Notice of Dissolution of Group.

 

Not applicable.

 

Item 10. Certification.

 

Not applicable.

 

Exhibit Index

 

Exhibit 99.1 Joint Filing Agreement, dated February 9, 2021, among JD.com, Inc., JD.com Investment Limited, JD Sunflower Investment Limited and Windcreek Limited.

 

 

 

 

CUSIP No. 23344D 108 13G Page 9 of 9 Pages

 

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.

 

Dated: February 9, 2021

 

 

JD.com, Inc.

 

BY:

 

/s/ Richard Qiangdong Liu

   
 

Richard Qiangdong Liu

Chairman of the Board and Chief Executive Officer

 

 

JD.COM INVESTMENT LIMITED

 

BY:

 

/s/ Nani Wang

   
 

NANI WANG

Director

 

 

JD Sunflower Investment Limited

 

BY:

 

/s/ Nani Wang

   
 

NANI WANG

Director

 

 

Windcreek Limited

 

BY:

 

/s/ Nani Wang

   
 

NANI WANG

Director

 

 

 

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned parties hereby agrees as follows:

 

Each party represents to the other parties that it is eligible to make the required statement on Schedule 13G.

 

Each party is responsible for the timely filing of the statement and any amendments to the statement.

 

Each party is not responsible for the completeness and accuracy of the information concerning the other parties, unless it knows or has reason to believe the information is inaccurate.

 

Each party agrees to the filing with the Securities and Exchange Commission on its behalf of a joint statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares of Dada Nexus Limited and to the inclusion of this Agreement as an Exhibit to such filing.

 

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

[Signature page follows]

 

 

 

 

SIGNATURE

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 9, 2021.

 

 

 

JD.com, Inc.

 

BY:

 

/s/ Richard Qiangdong Liu

   
 

Richard Qiangdong Liu

Chairman of the Board and Chief Executive Officer

 

 

JD.COM INVESTMENT LIMITED

 

BY:

 

/s/ Nani Wang

   
 

NANI WANG

Director

 

 

JD Sunflower Investment Limited

 

BY:

 

/s/ Nani Wang

   
 

NANI WANG

Director

   

 

 

Windcreek Limited

 

BY:

 

/s/ Nani Wang

   
 

NANI WANG

Director