Qualifying Shareholders and Non-Qualifying Shareholders
The Distribution in Specie will be available to the Shareholders whose names appear on the register of members of the Company on the Record Date, but will not be extended to NonQualifying Shareholders.
Shareholders with registered addresses outside Hong Kong Based on the register of members of the Company as at 21 December 2021, there were a total of 11 Shareholders whose addresses as shown on the register of members of the Company were outside Hong Kong, comprising five overseas jurisdictions, including Australia, the British Virgin Islands, the Mainland of China, Macau and the US, with a total shareholding of 2,769,353,842 Shares, representing in aggregate approximately 28.84% of the total number of issued Shares as at the close of business on 21 December 2021.
The Company had consulted legal counsels to ascertain whether or not there are any legal or regulatory requirements or restrictions which would make extending distribution of a special interim dividend by the Company in the form of a distribution in specie of the JD.com Shares held by the Group to the Shareholders whose addresses as shown on the register of members of the Company are located in the aforesaid overseas jurisdictions administratively prohibitive or inexpedient.
With respect to Australia, the British Virgin Islands, the Mainland of China and Macau, the Company has been advised that there are no such legal or regulatory restrictions requiring the exclusion of such Shareholder(s) from the Distribution in Specie. Having considered such advice provided by the legal counsels, the Directors are of the view that the Distribution in Specie will be extended to the Shareholders whose addressees as shown on the register of members of the Company are in Australia, the British Virgin Islands, the Mainland of China
and Macau on the Record Date.
6 With respect to the US, the Company has been advised that there are applicable legal or regulatory requirements or restrictions and the Directors consider that, as additional time and resources are required to establish the satisfaction of the relevant requirements or exemptions, it is expedient and beneficial to the Company and the Shareholders as a whole to exclude the Shareholders whose respective addressees as shown on the register of members of the Company are in the US on the Record Date from receiving the JD.com Shares and to regard such Shareholders as Non-Qualifying Shareholders.
Shareholders with registered addresses outside Hong Kong should consult their own professional advisers as to whether or not they are permitted to receive the special interim dividend in the form of the Distribution in Specie or if any governmental or other consent is required or other formalities which need to be observed and whether there are any other restrictions in relation to the future sale of any JD.com Shares so received. Notwithstanding the arrangements with regard to the Shareholders with registered addresses outside Hong Kong as described above, the Board reserves the ultimate right to exclude any Shareholder from the Distribution in Specie if it believes that the transfer of the JD.com Shares to such person(s) may violate any applicable legal and/or regulatory requirements in any jurisdiction.
Arrangements for Non-Qualifying Shareholders
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.
Fractional entitlements to the JD.com Shares of the Non-Qualifying Shareholders (i.e., whose shareholding in the Company is not an integral multiple of 21 Shares) will also be distributed in the form of cash-in-lieu payment. The cash-in-lieu payments will be funded either by (i) disposing of the corresponding JD.com Shares in the market as soon as practicable, on or after the date of posting of the share certificates for the JD.com Shares (which is currently expected to be on or about 25 March 2022, Friday), and/or (ii) internal resources of the Group with the amount to be distributed to such Shareholders to be determined based on the closing price of the shares of JD.com on the Stock Exchange on the dispatch date of the share certificates for the JD.com Shares, at the Board’s discretion, and subject to applicable laws and regulations.
Such payment, after deduction of expenses and duties where applicable, will be distributed to the Non-Qualifying Shareholders in Hong Kong dollars on pro rata basis based on their respective entitlements and at their own risk, except that the net proceeds of less than HK$100 will not be distributed and will be retained for the benefit of the Company.
