JD.com Announces JD Logistics’ Proposed Financing

Rhea-AI Summary

JD.com announced plans for JD Logistics to conduct a share placement of up to US$400 million and concurrently for JD.com to subscribe for new shares in JD Logistics totaling US$700 million. These actions are aimed at strengthening JD Logistics' capital structure. Both transactions are dependent on market conditions and require approvals from the Hong Kong Stock Exchange and JD Logistics' independent shareholders. The company cautioned that definitive agreements may not be executed and outlined potential risks regarding the completion of the deals.

Positive

• Proposed share placement aims to raise up to US$400 million for JD Logistics.
• JD.com plans to invest up to US$700 million in JD Logistics, enhancing financial support.

Negative

• Completion of the share placement and subscription is uncertain due to market conditions.
• Potential delays or failure to meet closing conditions may affect transaction completion.

BEIJING, March 24, 2022 (GLOBE NEWSWIRE) -- JD.com, Inc. (“JD.com”) (Nasdaq: JD; HKEx: 9618), a leading supply chain-based technology and service provider, today announced that JD Logistics, Inc. (“JD Logistics”) (HKEx: 2618), a consolidated subsidiary of JD.com, proposes to conduct a placing of new ordinary shares for an aggregate amount of up to approximately US$400 million (the “JDL Placement”). In addition, JD.com intends to enter into a subscription agreement with JD Logistics concurrently to subscribe for new ordinary shares to be issued by JD Logistics, at the same per share price for the JDL Placement, for a total purchase price of up to approximately US$700 million in cash (the “JD Subscription”). The JDL Placement and JD Subscription are both subject to market conditions, and are not inter-conditional.

The proposed JDL Placement and JD Subscription will be subject to the execution of definitive transaction documents, including placing agreement and subscription agreement, respectively. Further, the completion of JDL Placement and JD Subscription will be subject to certain closing conditions, including the approval of the Stock Exchange of Hong Kong Stock Limited (the “Hong Kong Stock Exchange”) for the listing of the newly issued shares, and the closing conditions for the JD Subscription will also include the approval of JD Logistics’ independent shareholders.

There can be no assurance that the definitive agreements for any of the proposed transactions will be executed, or any of the proposed transactions will be completed. See “Safe Harbor Statement” below for the risks and uncertainties for the proposed transactions, including risks and uncertainties on the timing of the execution of the transaction documents or consummation of the transactions and the risk that certain closing conditions of the transactions may not be satisfied on a timely basis, or at all.

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any securities, nor shall there be a sale of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

About JD.com

JD.com is a leading supply chain-based technology and service provider. JD.com’s cutting-edge retail infrastructure seeks to enable consumers to buy whatever they want, whenever and wherever they want it. JD.com has opened its technology and infrastructure to partners, brands and other sectors, as part of its Retail as a Service offering to help drive productivity and innovation across a range of industries.

Safe Harbor Statement

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,” “confident” and similar statements. JD.com may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in announcements made on the website of the Hong Kong Stock Exchange, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about JD.com’s beliefs and expectations, are 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, including but not limited to the following: the risk and uncertainties as to the timing of the execution of the transaction documents and the consummation of the transactions; the risk that certain closing conditions of the transactions may not be satisfied on a timely basis, or at all; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transactions; adverse changes in general economic or market conditions; actions by third parties, including government agencies, that may adversely affect the proposed transactions; JD.com’s growth strategies; its future business development, results of operations and financial condition; its ability to attract and retain new customers and to increase revenues generated from repeat customers; its expectations regarding demand for and market acceptance of its products and services; trends and competition in China’s e-commerce market; changes in its revenues and certain cost or expense items; the expected growth of the Chinese e-commerce market; laws, regulations and governmental policies relating to the industries in which JD.com or its business partners operate; potential changes in laws, regulations and governmental policies or changes in the interpretation and implementation of laws, regulations and governmental policies that could adversely affect the industries in which JD.com or its business partners operate, including, among others, initiatives to enhance supervision of companies listed on an overseas exchange and tighten scrutiny over data privacy and data security; risks associated with JD.com’s acquisitions, investments and alliances, including fluctuation in the market value of JD.com’s investment portfolio; impact of the COVID-19 pandemic; natural disasters and geopolitical events; change in tax rates and financial risks; intensity of competition; and general market and economic conditions in China and globally. Further information regarding these and other risks is included in JD.com’s filings with the SEC and the announcements on the website of the Hong Kong Stock Exchange. All information provided herein is as of the date of this announcement, and JD.com undertakes no obligation to update any forward-looking statement, except as required under applicable law.

For investor and media inquiries, please contact:

JD.com

Investor Relations
Ms. Ruiyu Li
+86 (10) 8912-6805
E-mail: IR@JD.com

FAQ

What is the purpose of JD.com's recent share placement for JD Logistics?

The share placement aims to raise up to US$400 million to strengthen JD Logistics' capital structure.

How much is JD.com planning to invest in JD Logistics?

JD.com plans to invest up to US$700 million in JD Logistics through a subscription for new shares.

What approvals are needed for JD Logistics' share placement?

The placement requires approval from the Hong Kong Stock Exchange and JD Logistics' independent shareholders.

What are the risks associated with JD Logistics' share placement?

Risks include uncertainty in the execution of agreements and potential failure to meet closing conditions.