JD.com Founder Liu Qiangdong Updates Stake in SC 13G/A Filing

Ticker: JDCMF · Form: SC 13G/A · Filed: Feb 7, 2024 · CIK: 1549802

Complexity: simple

Sentiment: neutral

Topics: insider-ownership, amendment, compliance, shareholder-update

TL;DR

**JD.com founder Liu Qiangdong just updated his ownership filing, confirming his continued major stake.**

AI Summary

Richard Qiangdong Liu, the founder of JD.com, Inc., filed an Amendment No. 9 to his Schedule 13G on February 7, 2024, indicating his beneficial ownership of JD.com's Ordinary Shares as of December 31, 2023. This filing, under Rule 13d-1(d), updates his previous disclosures regarding his significant stake in the company. This matters to investors because Liu Qiangdong's continued substantial ownership signals his long-term commitment and influence over JD.com's strategic direction, which can impact stock performance.

Why It Matters

This filing confirms that JD.com's founder, Richard Qiangdong Liu, maintains a significant ownership stake, which can influence corporate governance and strategic decisions, directly impacting the company's future and stock value.

Risk Assessment

Risk Level: low — This is a routine update filing by a major shareholder and does not indicate any immediate negative or positive risk to the company.

Analyst Insight

Investors should note that the founder's continued significant ownership suggests stability in leadership, but this filing itself doesn't provide new actionable financial data. It's a routine compliance update.

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Key Players & Entities

Forward-Looking Statements

FAQ

Who filed this SC 13G/A amendment?

The SC 13G/A Amendment No. 9 was filed by Richard Qiangdong Liu, the founder of JD.com, Inc., as indicated in the 'NAMES OF REPORTING PERSONS' section.

What is the purpose of an SC 13G/A filing?

An SC 13G/A is an amendment to a Schedule 13G, used to update information about beneficial ownership of a company's securities, as stated in the filing's title 'SCHEDULE 13G AMENDMENT NO.9'.

What is the date of the event that required this filing?

The date of the event which required the filing of this statement was December 31, 2023, as specified in the filing.

What type of securities are covered by this filing?

This filing covers 'Ordinary Shares, par value of $0.00002 per share' of JD.com, Inc., as detailed under 'Title of Class of Securities'.

Under which rule was this Schedule 13G/A filed?

This Schedule 13G/A was filed under Rule 13d-1(d), as indicated by the checked box 'Rule 13d-1(d)' on the cover page.

Filing Stats: 2,821 words · 11 min read · ~9 pages · Grade level 11.3 · Accepted 2024-02-07 06:06:59

Key Financial Figures

Filing Documents

From the Filing

SC 13G/A 1 d743388dsc13ga.htm SCHEDULE 13G AMENDMENT NO.9 SCHEDULE 13G AMENDMENT NO.9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) Information to Be Included in Statements Filed Pursuant to 240.13d-1 (b), (c) and (d) and Amendments Thereto Filed Pursuant to 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 9)* JD.com, Inc. (Name of Issuer) Ordinary Shares, par value of $0.00002 per share (Title of Class of Securities) 47215P 106 (CUSIP Number) December 31, 2023 (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) Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in 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). 1 NAMES OF REPORTING PERSONS Richard Qiangdong Liu 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)(b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Peoples Republic of China NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 357,986,674 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 340,405,330 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 357,986,674 (This includes 17,581,344 shares beneficially owned by Fortune Rising Holdings Limited, which holds and administers these shares for the benefit of employees of the Issuer under the Issuers share incentive plans (excluding Mr. Richard Qiangdong Liu himself). Mr. Liu can exercise the voting power with respect to these shares on behalf of Fortune Rising Holdings Limited, but does not have any economic interest in these shares. See Item 4.) 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.3%. *The voting power of the shares beneficially owned represent 69.9% of the total outstanding voting power. ** 12 TYPE OF REPORTING PERSON IN * The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuers holders of Class A ordinary shares and Class B ordinary shares as a single class as of December 31, 2023 (taking into account the number of shares that the Reporting Person had the right to acquire upon exercise of options that shall have become vested by 60 days after December 31, 2023). Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B Shares is entitled to twenty votes per share on all matters submitted to them for a vote. ** During the fourth quarter of 2023, Fortune Rising Holdings Limited sold an aggregate of 22,750 ADSs in the open market on behalf of certain employees of the Issuer (which do not include Mr. Richard Qiangdong Liu). Fortune Rising Holdings Limited holds the Class B ordinary shares of the Issuer for the purpose of transferring such shares to the plan participants according to awards granted by the Issuer under the Issuers share incentive plans, and administers the awards and acts according to the Issuers instructions. However, the logistical procedures relating to the conversion of 45,500 Class B ordinary shares held by Fortune Rising Holdings Limited into 22,750 ADSs had not been completed as of December 31, 2023. Assuming such logistics had been completed as of December 31, 2023, Mr. Liu would have beneficially owned a total of 357,941,174 ordinary shares, representing 11.3% of the total outstanding ordinary shares of the Issuer, and the voting power of the shares beneficially owned represented 69.9% of the total outstanding voting power. See Item 4. 1 NAMES OF REPORTING PERSONS Max Smart Limited 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)(b) 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 328,605,330 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 328,605,330 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 328,605,330 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.5%. The voting power of the shares beneficially owned represent 66.1% of the total

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