Jingdong Disclosed The New Shareholding Structure Of Tencent After Its Entry Into The Tencent

Yesterday (March 20th), JD.COM The latest version of the F1 document was submitted to the securities and Exchange Commission of the United States, disclosing the new shareholding structure of Tencent after its entry into the WTO.

Reporters noted that according to Tencent and Jingdong cooperation agreement, Tencent's right to increase the 5% stake in the future, may become a huge change in the structure of Jingdong shareholding.

　　 Tencent enters into third largest shareholder

Previously, Jingdong was in Prospectus In the past 4 years, the net loss of Jingdong was 103 million yuan, 412 million yuan, 1 billion 284 million yuan and 1 billion 729 million yuan respectively, from 2009 to 2012.

According to Jingdong's latest update in 2013 financial data Jingdong's revenue in 2013 was 69 billion 340 million yuan (US $11 billion 454 million), an increase of 67.6% compared to the same period last year. The operating loss was 579 million yuan (US $96 million), a loss of 1 billion 951 million yuan in the same period last year, a net loss of 50 million yuan (US $8 million), and a net loss of 1 billion 729 million yuan in the same period last year. By comparison, net losses in 2013 dropped by nearly 97% over the same period last year.

On the evening of January 30th, the prospectus submitted by Jingdong showed that Liu Qiangdong and his management team directly and indirectly shared 23.67% stake in Jingdong, ranking the largest shareholder, followed by Tiger Fund holding 22.1%.

In March 10th, Tencent entered Jingdong. At that time, Jingdong did not disclose its detailed shareholding structure changes. Yesterday, the F1 document submitted to Jingdong by SEC disclosed the latest shareholding structure of the company: after the dilution of shares, Liu Qiangdong and his management team directly and indirectly share the shareholding ratio of Jingdong 18.8%, but the voting rights under the A/ B-share mechanism can reach about 82%. From the standpoint of voting right, Jingdong still holds the controlling power; the second largest shareholder is Tiger Fund, with a shareholding ratio of 18.1%; at present, the number of Tencent holding shares is 351678637 shares, accounting for 14.3% of the total share capital, becoming the third largest shareholder.

In this regard, Wang Liyang, an e-commerce analyst, told reporters that in view of the lack of mobile terminals at the operational level, Alibaba and so on, as well as capital stories to strengthen the capital story of Jingdong listing, Jingdong shareholders hoped that Tencent could participate in the joint efforts. However, in view of the setting of A/ B shares, Liu Qiangdong still has more than half of the voting power, thus controlling the company's right to speak.

　 The largest shareholder or inventory variable

It is worth noting that in the cooperation agreement between Tencent and Jingdong, Tencent has the right to increase 5% of the common equity rights in circulation outside the listing of Jingdong. The 5% may disrupt the shareholding structure of Jingdong.

Wang Liyang believes that the possibility of Tencent's choice of holdings is relatively large, but how to equip it is not easy to say at the time.

Reporters noted that at present, including the Jingdong's SEC documents and so on, did not disclose details of the number of shares issued and issue price of IPO. However, if the proportion of common shares issued by Listed Companies in the industry is 20%, the shareholding held by Liu Qiangdong and management team will be diluted to nearly 15.04% after the Jingdong IPO increased 5% stake in Tencent. The shareholding ratio of Tiger Fund may be diluted to about 14.48%. The proportion of Tencent's existing 14.3% will be diluted to 11.44%, plus 5% of its holdings, which is likely to become the largest shareholder of Jingdong.

However, the SEC documents disclosed by Jingdong show that in order to avoid the trouble of Ma Yun, Liu Qiangdong set up A/ B shares in the company, that is, the shares held by Liu Qiangdong and its management group are B shares, and the proportion of voting rights corresponds to 1:20. Other shareholders' shares are all class A shares, and the proportion of voting rights is 1:1.

In other words, even if the Tencent increased its holdings by 5%, as above, it became the largest shareholder of Jingdong. With its A/ B-share mechanism, the voting rights of Liu Qiangdong and its management team about 15% stake still amounted to nearly 78%.

In addition, according to Bloomberg news, Jingdong or officially landed in the US capital market in July this year, intends to raise $1 billion 500 million (about 9 billion 200 million yuan). The Jingdong prospectus shows that the Bank of America, Merrill Lynch and UBS will be the underwriters of the IPO. The venue will be selected between the NASDAQ and the NYSE, and the stock trading code has not yet been determined.