**This CUSIP number applies to the American Depositary Shares,
evidenced by American Depositary Receipts, each representing two Class A ordinary shares, par value $0.00002 per share. No CUSIP
has been assigned to the ordinary shares.
CUSIP No.
47215P106
|
13D/A
|
13D
|
1.
|
NAME OF REPORTING PERSON
HUANG RIVER INVESTMENT
LIMITED
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
o
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
AF
|
5.
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
|
6.
|
CITIZENSHIP OR PLACE
OF ORGANIZATION
BRITISH VIRGIN ISLANDS
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
None
|
8.
|
SHARED VOTING POWER
516,883,597
|
9.
|
SOLE DISPOSITIVE POWER
None
|
10.
|
SHARED DISPOSITIVE POWER
516,883,597
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
516,883,597
|
12.
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
13.
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
21.25%
(1)
|
14.
|
TYPE OF REPORTING PERSON
(See Instructions)
CO
|
(1)
Calculation is based on the number in Row 11 above divided by the total number of Class A Shares outstanding as of June 20, 2016,
which was 2,432,653,305, the sum of (1) 144,952,250 Class A Shares issued by the issuer to Wal-Mart Stores, Inc. on June 20, 2016,
as reported on the issuer’s Form 6-K filed June 21, 2016, and (2) 2,287,701,055 Class A Shares reported as outstanding as
of December 31, 2015 in the issuer’s Form 20-F filed with the Securities and Exchange Commission on April 18, 2016. This
calculation does not include the outstanding Class B Shares of the issuer.
CUSIP No. 47215P106
|
13D/A
|
13D
|
1.
|
NAMES OF REPORTING PERSONS
TENCENT HOLDINGS LIMITED
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)
o
(b)
o
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
AF
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
o
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
None
|
8.
|
SHARED VOTING POWER
516,883,597
|
9.
|
SOLE DISPOSITIVE POWER
None
|
10.
|
SHARED DISPOSITIVE POWER
516,883,597
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
516,883,597
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
o
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.25%
(1)
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
HC
|
(1) Calculation is based on the number in Row 11 above divided by the total number of Class A Shares outstanding as of June
20, 2016, which was 2,432,653,305, the sum of (1) 144,952,250 Class A Shares issued by the issuer to Wal-Mart Stores, Inc.
on June 20, 2016, as reported on the issuer’s Form 6-K filed June 21, 2016, and (2) 2,287,701,055 Class A Shares reported
as outstanding as of December 31, 2015 in the issuer’s Form 20-F filed with the Securities and Exchange Commission on
April 18, 2016. This calculation does not include the outstanding Class B Shares of the issuer.
This Amendment
No. 1 to statement on Schedule 13D (this “
Amendment No. 1
”) amends and supplements the Schedule 13D filed
on June 9, 2014 (the “
Original Schedule 13D
” and together with this Amendment No. 1, the
“
Statement
”), and is being filed on behalf of Tencent Holdings Limited, a Cayman Islands company
(“
Tencent
”), and Huang River Investment Limited, a British Virgin Islands company and a direct wholly
owned subsidiary of Tencent (“
Huang River
”, together with Tencent, the “
Reporting
Persons
”) in respect of the Class A ordinary shares, par value US$ 0.00002 per share (the “
Class A
Shares
”) of JD.com, Inc., a company with limited liability incorporated under the laws of the Cayman Islands (the
“
Issuer
”).
This Amendment No.
1 is being filed by the Reporting Persons to report changes to the beneficial ownership as a result of (i) certain open market
purchases of the Issuer’s American Depositary Shares, each representing two Class A Shares, by Huang River (the “
Open
Market Purchases
”) and (ii) change in the aggregate number of outstanding Class A Shares of the Issuer as reported in
its latest filings with the Securities and Exchange Commission.
Unless otherwise stated
herein, the Original Schedule 13D remains in full force and effect. All capitalized terms used in the Amendment No. 1 but not defined
herein shall have the meanings ascribed to them in the Original Schedule 13D.
Item 1. Security
and Issuer
The second paragraph
of Item 1 of the Statement is hereby amended and restated in its entirety as follows:
The Issuer’s
American Depositary Shares (the “
ADSs
”), evidenced by American Depositary Receipts, each representing two Class
A Shares, are listed on the NASDAQ Stock Market under the symbol “
JD
.” The Reporting Persons beneficially own
516,883,597 Class A Shares (including 15,319,102 ADSs representing 30,638,204 Class A Shares).
Item 2. Identity
and Background
Appendix A to the
Original Schedule 13D is hereby amended and restated in its entirety by Appendix A attached hereto, which is incorporated herein
by reference.
Item 3. Source and Amount
of Funds or Other Consideration
Item 3 of the Statement
is hereby amended and supplemented by inserting the following at the end thereof:
On December 8, 2014, Huang River purchased an aggregate of 6,302,521 ADSs, representing 12,605,042 Class A Shares, in the
Open Market Purchases for an aggregate $149,999,999.80 in cash. Between March 3, 2016 and March 7, 2016 (both days inclusive),
Huang River purchased an aggregate of 1,000,000 ADSs, representing 2,000,000 Class A Shares, in the Open Market Purchases
for an aggregate of $25,809,682.7 in cash. Between August 12, 2016 and August 18, 2016 (both days inclusive), Huang River
purchased an aggregate of 8,016,581 ADSs, representing 16,027,162 Class A Shares, in the Open Market Purchases for an aggregate
of $199,255,753 in cash. Huang River used funds from an affiliate, which is a wholly owned subsidiary of Tencent, to pay for
the Open Market Purchase.
Item 4. Purpose of Transaction
The following paragraph
shall be inserted as the second paragraph of Item 4 of the Statement:
On December 8, 2014, Huang River purchased an aggregate of 6,302,521 ADSs, representing 12,605,042 Class A Shares, in the
Open Market Purchases. Between March 3, 2016 and March 7, 2016 (both days inclusive), Huang River purchased an aggregate of
1,000,000 ADSs, representing 2,000,000 Class A Shares, in the Open Market Purchases. Between August 12, 2016 and August 18,
2016 (both days inclusive), Huang River purchased an aggregate of 8,016,581ADSs, representing 16,027,162 Class A Shares, in
the Open Market Purchases. These securities were acquired by the Reporting Persons for investment purposes.
Item 5. Interest in Securities of the Issuer
Items 5(a)-(b) of
the Statement are hereby amended and restated in its entirety as follows:
(a)-(b) As of the date of this Statement, each Reporting Person may be deemed to have beneficial ownership and shared power
to vote or direct the vote of 516,883,597 Class A Shares (including 15,319,102 ADSs representing 30,638,204
Class A Shares), representing approximately 21.25% of the outstanding Class A Shares, based on the total number of Class
A Shares outstanding as of June 20, 2016, which was 2,432,653,305 (being the sum of 144,952,250 Class A Shares issued by the
issuer to Wal-Mart Stores, Inc. on June 20, 2016, as reported on the Issuer’s Form 6-K filed June 21, 2016, and 2,287,701,055
Class A Shares reported as outstanding as of December 31, 2015 in the Issuer’s Form 20-F filed with the Securities and
Exchange Commission on April 18, 2016).
Except
as set forth in this Item 5(a) and (b), to the knowledge of the Reporting Persons, no person identified in
Appendix A
hereto
beneficially owns any Shares.
Item 5(c) of the Statement is hereby amended and restated in its entirety as follows:
(c) Appendix B hereto (which is incorporated
by reference in this Item 5 as if restated in full herein) sets forth all transactions with respect to the ADSs effected during
the past sixty (60) days by any of the Reporting Persons.
The information set forth in Item 3 above is also incorporated herein
by reference.
Item 7. Material to be Filed
as Exhibits
Exhibit 1: Joint Filing
Agreement, dated August 19, 2016 between Huang River Investment Limited and Tencent Holdings Limited
Appendix A
EXECUTIVE OFFICERS AND DIRECTORS OF
TENCENT HOLDINGS LIMITED
The names of the directors
and the names and titles of the executive officers of Tencent Holdings Limited and their principal occupations are set forth below.
The business address of each of the directors or executive officers is c/o Tencent Holdings Limited, 29/F., Three Pacific Place,
No. 1 Queen’s Road East, Wanchai, Hong Kong. Unless otherwise indicated, each occupation set forth opposite an individual’s
name refers to Tencent Holdings Limited.
Name
|
Citizenship
|
Title
|
Directors:
|
|
|
Ma Huateng
|
People’s Republic of China
|
Chairman of the Board
|
Lau Chi Ping Martin
|
People’s Republic of China
(Hong Kong SAR)
|
Director
|
Charles St Leger Searle
|
Republic of South Africa
|
Director
|
Jacobus Petrus Bekker
|
Republic of South Africa
|
Director
|
Li Dong Sheng
|
People’s Republic of China
|
Director
|
Iain Ferguson Bruce
|
People’s Republic of China (Hong Kong SAR)
|
Director
|
Ian Charles Stone
|
People’s Republic of China (Hong Kong SAR)
|
Director
|
Yang Siu Shun
|
People’s Republic of China (Hong Kong SAR)
|
Director
|
|
|
|
Executive officers:
|
|
|
Ma Huateng
|
People’s Republic of China
|
Chief Executive Officer
|
Lau Chi Ping Martin
|
People’s Republic of China (Hong Kong SAR)
|
President
|
David A.M. Wallerstein
|
United States of America
|
Chief eXploration Officer, Senior Executive Vice President
|
Xu Chenye
|
People’s Republic of China
|
Chief Information Officer
|
|
|
|
Ren Yuxin
|
People’s Republic of China
|
Chief Operating Officer and President of Interactive Entertainment Group and Mobile Internet Group
|
James Gordon Mitchell
|
United Kingdom of Great Britain and Northern Ireland
|
Chief Strategy Officer and Senior Executive Vice President
|
John Shek Hon Lo
|
People’s Republic of China (Hong Kong SAR)
|
Senior Vice President and Chief Financial Officer
|
EXECUTIVE OFFICERS AND DIRECTORS OF
HUANG RIVER INVESTMENT LIMITED
The names of the directors
and the names and titles of the executive officers of Huang River Investment Limited and their principal occupations are set forth
below. The business address of each of the directors or executive officers is c/o Tencent Holdings Limited, 29/F., Three Pacific
Place, No. 1 Queen’s Road East, Wanchai, Hong Kong. Unless otherwise indicated, each occupation set forth opposite an individual’s
name refers to Huang River Investment Limited.
Name
|
Citizenship
|
Title
|
Directors:
|
|
|
Ma Huateng
|
People’s Republic of China
|
Director
|
Charles St Leger Searle
|
Republic of South Africa
|
Director
|
|
|
|
Executive officers:
|
|
|
N/A
|
|
|
Appendix B
All transactions summarized in the table below were purchases effected in the open market. The Reporting Persons undertake
to provide upon request by the staff of the Securities and Exchange Commission full information regarding the number of ADSs
purchased at each separate price in the transactions summarized in the table below.
Name
|
Date
|
ADSs
|
Average
Price per ADS
|
Price
Range of ADSs
|
Huang
River Investment Limited
|
August
12,
2016
|
4,098,000
|
$24.3971
|
$23.59-$24.89
|
Huang
River Investment Limited
|
August
17,
2016
|
2,420,581
|
$25.3273
|
$24.99-$25.44
|
Huang
River Investment Limited
|
August
18,
2016
|
1,498,000
|
$25.3469
|
$25.13-$25.51
|
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.
Date: August 19, 2016
Tencent Holdings Limited
|
|
By:
|
/s/ MA Huateng
|
|
|
Name:
|
MA Huateng
|
|
|
Title:
|
Authorized Representative
|
|
|
|
|
|
|
|
|
|
|
Huang River Investment Limited
|
|
|
|
|
By:
|
/s/ MA Huateng
|
|
|
Name:
|
MA Huateng
|
|
|
Title:
|
Authorized Representative
|
|
|
|
|
|
Exhibit 1
JOINT FILING
AGREEMENT
In accordance
with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on
behalf of each of them of the Amendment No. 1 to statement on Schedule 13D (including any future amendments) relating to Class
A ordinary shares, par value US$0.00002 per share of JD.com, Inc., a company with limited liability incorporated under the laws
of the Cayman Islands. This Joint Filing Agreement shall be included as an Exhibit to such joint filing, and may be executed in
any number of counterparts all of which together shall constitute one and the same instrument.
In evidence thereof,
each of the undersigned, being duly authorized, hereby execute this Joint Filing Agreement.
Date: August 19, 2016
Tencent Holdings Limited
|
|
By:
|
/s/ MA Huateng
|
|
|
Name:
|
MA Huateng
|
|
|
Title:
|
Authorized Representative
|
|
|
|
|
|
|
|
|
|
|
Huang River Investment Limited
|
|
|
|
|
By:
|
/s/ MA Huateng
|
|
|
Name:
|
MA Huateng
|
|
|
Title:
|
Authorized Representative
|
|
|
|
|
|