Tencent announced today that it has resolved to declare a special interim dividend in the form of a distribution in specie of 457,326,671 Class A ordinary shares of JD.com (assuming there is no change in the total number of issued Shares from the date of this announcement to the Record Date) indirectly held by the Company through Huang River to the Shareholders whose names appear on the register of members of the Company on the Record Date in proportion to their then respective shareholdings in the Company on the basis of 1 Class A ordinary share of JD.com for every 21 Shares held by the Qualifying Shareholders, being rounded down to the nearest whole number of JD.com Shares.
The exact total number of the JD.com Shares to be distributed by the Company is subject to such adjustments where appropriate and necessary in order to give effect to the Distribution in Specie on the basis of 1 Class A ordinary share of JD.com for every 21 Shares held on theRecord Date and such other arrangements in relation to the Distribution in Specie as set out in this announcement.
Non-Qualifying Shareholders will not be entitled to receive the JD.com Shares and will instead receive cash in lieu of the JD.com Shares in respect of the Shares held by them on the basis of 1 Class A ordinary share of JD.com for every 21 Shares held on the Record Date.
For determining entitlements to the Distribution in Specie, the register of members and transfer book of the Company will be closed from 24 January 2022, Monday to 25 January 2022, Tuesday, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for the Distribution in Specie, any document in respect of the transfer of Shares accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for registration not later than 4:30 p.m. on 21 January 2022, Friday. The last day for dealing in Shares on the Stock Exchange with entitlements to the Distribution in Specie is expected to be 19 January 2022, Wednesday.
JD.com also announced same things.JD.com is aware that Tencent Holdings Limited (“Tencent”), that currently owns indirectly approximately 17.0% of the Company’s outstanding shares, announced that it will distribute approximately 460 million Class A ordinary shares of the Company owned by Tencent to its shareholders. Immediately following the distribution, Tencent’s shareholding in the Company will be approximately 2.3%, and the shareholders of Tencent who receive shares of the Company in the distribution will become the shareholders of the Company. The Company and Tencent will continue to maintain their mutually beneficial business relationship, including their ongoing strategic partnership agreement.
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