JD.com Announces Financing of JD Logistics | Your money
BEIJING, March 24, 2022 (GLOBE NEWSWIRE) — JD.comInc. (“JD.com”) (Nasdaq: JD; HKEx: 9618), a leading provider of supply chain-based technologies and services, today announced that JD Logistics, Inc. ( “JD Logistics”) (HKEx: 2618), a consolidated subsidiary of JD.com, entered into a placement agreement, pursuant to which JD Logistics agreed to issue 150,500,000 of its common shares to a group of third-party investors for an aggregate purchase price of approximately US$398 million under a placement (the “JDL Placement”). In parallel, JD.comthrough its wholly owned subsidiary (the “JD Entity”), has entered into a subscription agreement with JD Logistics, pursuant to which the JD Entity has agreed to underwrite, and JD Logistics has agreed to issue, 261,400,000 common shares of JD Logistics, at the same price per share for the JDL Placement, for an aggregate purchase price of approximately US$692 million in cash (the “JD Subscription”).
The JDL Placement and the JD Subscription are not cross-conditional and are both subject to certain customary closing conditions, including the approval of the Hong Kong Stock Exchange Limited (the “Hong Kong Stock Exchange”) for the listing of the shares. newly issued. , and the closing conditions of the JD Subscription also include the approval of the independent shareholders of JD Logistics.
There can be no assurance that any of the proposed transactions will be completed. See “Safe Harbor Statement” below for risks and uncertainties relating to the proposed transactions, including risks and uncertainties about the timing of the completion of the transactions and the risk that certain conditions to the closing of the transactions will not be satisfied. timely, or at all.
At the end of the JDL Placement and the JD Subscription, JD.comthrough the JD Entity, will maintain its ownership interest in JD Logistics at approximately 63.5% and will continue to consolidate the financial results of JD Logistics in its financial statements.
JD.com is a leading provider of supply chain-based technologies and services. JD.comIndustry-leading retail infrastructure seeks to enable consumers to buy what they want, when and where they want. JD.com opened its technology and infrastructure to partners, brands and other industries, 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 pursuant to the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “will”, “expect”, “anticipate” , “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 United States Securities and Exchange Commission (the “SEC”), in announcements made on the Hong Kong Stock Exchange’s website, 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.combeliefs and expectations of 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 statements, including, but not limited to, the following: risk and uncertainties as to the timing of transactions; the risk that certain conditions to the closing of transactions will not be satisfied in a timely manner, if at all; potential adverse effects or changes in business relationships resulting from the announcement or completion of the transactions; adverse changes in general economic or market conditions; the actions of third parties, including government agencies, that may adversely affect the proposed transactions; JD.comgrowth strategies; its future business development, results of operations and financial condition; its ability to attract and retain new customers and increase revenue from repeat customers; its expectations regarding market demand and acceptance of its products and services; trends and competition in the Chinese e-commerce market; variations in its revenues and certain cost or expense items; the expected growth of the Chinese e-commerce market; laws, regulations and government policies relating to the industries in which JD.com where its business partners operate; potential changes in laws, regulations and government policies or changes in the interpretation and implementation of laws, regulations and government policies that could adversely affect the industries in which JD.com or its business partners operate, including, but not limited to, initiatives to strengthen oversight of companies listed on a foreign stock exchange and to strengthen privacy and data security oversight; risks related to JD.comacquisitions, investments and alliances of , including fluctuations in the market value of JD.cominvestment portfolio of; impact of the COVID-19 pandemic; natural disasters and geopolitical events; changes in tax rates and financial risks; intensity of competition; and general market and economic conditions in China and around the world. Further information regarding these and other risks is included in JD.comdocuments filed with the SEC and announcements on the Hong Kong Stock Exchange website. All information provided herein is as of the date of this announcement, and JD.com does not undertake any obligation to update any forward-looking statement, except as required by applicable law.
For investor and media inquiries, please contact:
Investor Relations Ms. Ruiyu Li +86 (10) 8912-6805 E-mail: [email protected]
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