JD.com, Inc. Amends Filing for Dada Nexus Ltd.

TL;DR

JD.com just updated its filing on Dada Nexus. Keep an eye on this.

AI Summary

On September 16, 2024, JD.com, Inc. filed an amendment (SC 13D/A) regarding their holdings in Dada Nexus Ltd. The filing indicates changes in beneficial ownership, with JD.com, Inc. and its subsidiaries, JD Sunflower Investment Ltd. and JD.com Investment Ltd., being the reporting entities. The specific details of the ownership change or the exact number of shares involved are not explicitly stated in this excerpt, but it signifies an update to their previous filings concerning Dada Nexus Ltd.

Why It Matters

This filing updates the market on JD.com's stake in Dada Nexus, a key player in last-mile delivery, potentially signaling strategic shifts or changes in control. Investors will monitor this for implications on JD.com's logistics strategy and Dada Nexus's future.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate significant strategic moves or shifts in control, requiring careful investor attention.

Key Players & Entities

• JD.com, Inc. (company) — Filing entity and subject company
• Dada Nexus Ltd (company) — Subject company
• JD Sunflower Investment Ltd (company) — Group member of JD.com, Inc.
• JD.com Investment Ltd (company) — Group member of JD.com, Inc.
• WINDCREEK LTD (company) — Group member of JD.com, Inc.

FAQ

Key Financial Figures

• $0.0001 — of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securiti
• $0.25 — ry shares of the Issuer at a price of US$0.25 per share and (ii) 1,875,000 ADSs of th
• $1.00 — ry shares of the Issuer at a price of US$1.00 per ADS from the Seller. The closing of

Filing Documents

• d829492dsc13da.htm (SC 13D/A) — 122KB
• d829492dex998.htm (EX-99.8) — 106KB
• 0001193125-24-219589.txt ( ) — 230KB

of the Statement is hereby supplemented by the following

Item 3 of the Statement is hereby supplemented by the following: On September 16, 2024, Windcreek Limited entered into a share purchase agreement (the SPA ) with Global Pinnacle Corporation, a Delaware corporation (the Seller ), pursuant to which Windcreek Limited has purchased a total of (i) 87,481,280 ordinary shares of the Issuer at a price of US$0.25 per share and (ii) 1,875,000 ADSs of the Issuer representing 7,500,000 ordinary shares of the Issuer at a price of US$1.00 per ADS from the Seller. The closing of the transactions has occurred concurrently with the execution of the SPA. A copy of the SPA is filed herewith as Exhibit 99.8 . The description of the SPA contained herein is qualified in its entirety by reference to Exhibit 99.8 , which is incorporated herein by reference. Item4. Source and Amount of Funds or Other Consideration.

of the Original Schedule 13D is hereby amended and supplemented by adding the following

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following: The information set forth in Item 3 above and Item 6 below is hereby incorporated by reference in this Item 4. Following the transactions described in this Amendment No. 3, JD.com, Inc. will be deemed to beneficially own, taking into account its existing beneficial ownership, approximately 63.2% of the Issuers issued and outstanding shares. Except as set forth in this (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer, (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (d) Any change in the present board or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) Any material change in the present capitalization or dividend policy of the Issuer, 6 (f) Any other material change in the Issuers business or corporate structure, (g) Changes in the Issuers charter, bylaws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person, (h) Causing a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, or (j) Any action similar to any of those enumerated above. Item5. Interest in Securities

of the Statement is hereby amended and supplemented by the following

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. 3 and the information set forth or incorporated in Items 2, 3, 4, and 6 are hereby incorporated herein by reference in this Item 5. (a) As of the date hereof, JD Sunflower directly holds 543,635,690 ordinary shares, representing 52.3% of the Issuers total outstanding ordinary shares, and Windcreek Limited directly holds (i) 87,481,280 ordinary shares and (ii) 26,107,548 ordinary shares in the form of 6,526,887 ADSs of the issuer, representing 10.9% of the Issuers total outstanding ordinary shares. As of the date hereof, each of JD and JD Investment may be deemed to have beneficial ownership of 657,224,518 ordinary shares, representing 63.2% of the Issuers total outstanding ordinary shares, representing all the shares held by JD Sunflower and Windcreek Limited. JD Investment is the sole shareholder of each of JD Sunflower and Windcreek Limited. JD is the sole shareholder of JD Investment. Pursuant to Section 13(d) of the Act and the rules promulgated thereunder, each of JD and JD Investment may be deemed to beneficially own all of the ordinary shares (including ordinary shares represented by ADSs) held by JD Sunflower and Windcreek Limited, respectively. The above disclosure of percentage information was calculated based on a total of 1,039,219,710 ordinary shares of the Issuer issued and outstanding as of June 30, 2024. 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. (b) 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 dir

of the Statement is hereby amended and supplemented by the following

Item 5 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. Share Purchase Agreement On September 16, 2024, Windcreek Limited entered into the SPA with the Seller, pursuant to which Windcreek Limited has purchased a total of (i) 87,481,280 ordinary shares of the Issuer at a price of US$0.25 per share and (ii) 1,875,000 ADSs of the Issuer representing 7,500,000 ordinary shares of the Issuer at a price of US$1.00 per ADS from the Seller. The total of 94,981,280 ordinary shares represented approximately 9.1% of the Issuers outstanding ordinary shares. The closing of the transactions has occurred concurrently with the execution of the SPA. The SPA also contains customary representations, warranties, covenants and indemnification from each of Windcreek Limited and the Seller for a transaction of this nature. A copy of the SPA is filed herewith as Exhibit 99.8 . The description of the SPA contained herein is qualified in its entirety by reference to Exhibit 99.8 , which is incorporated herein by reference. Item7. Material to be Filed as Exhibits. Exhibit No. Description 99.1* Joint Filing Agreement, dated March 4, 2022, by and among JD.com, Inc., JD.com Investment Limited, JD Sunflower Investment Limited and Windcreek Limited. 99.2* Share Subscription Agreement, dated March 22, 2021, by and between Dada Nexus Limited and JD Sunflower Investment Limited (incorporated herein by reference to Exhibit 4.11 to annual report on Form 20-F filed by the Issuer with the Securities and Exchange Commission on March 31, 2021). 99.3* Amendment to Share Subscription Agreement, dated February 25, 2022, by and between Dada Nexus Limited and JD Sunflower Investment Limited. 99.4* English translation of Business Cooperation Agreement, dated February 28, 2022, by and between JD.com, Inc. and Dada Nexus Limited. 99.5* Sixth Amended and Restated Shareho

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