0001104659-18-069976.txt : 20181127 0001104659-18-069976.hdr.sgml : 20181127 20181127061344 ACCESSION NUMBER: 0001104659-18-069976 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20181127 DATE AS OF CHANGE: 20181127 GROUP MEMBERS: JD.COM INVESTMENT LTD GROUP MEMBERS: KADI GROUP HOLDING LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Farfetch Ltd CENTRAL INDEX KEY: 0001740915 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90730 FILM NUMBER: 181201922 BUSINESS ADDRESS: STREET 1: 211 OLD STREET, THE BOWER, 4TH FLOOR CITY: LONDON STATE: X0 ZIP: EC1V 9NR BUSINESS PHONE: 442075495400 MAIL ADDRESS: STREET 1: 211 OLD STREET, THE BOWER, 4TH FLOOR CITY: LONDON STATE: X0 ZIP: EC1V 9NR FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JD.com, Inc. CENTRAL INDEX KEY: 0001549802 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 20TH FLOOR, BUILDING A, NO. 18 KECHUANG STREET 2: YIZHUANG BDA CITY: DAXING DISTRICT, BEIJING STATE: F4 ZIP: 101111 BUSINESS PHONE: 86-10-5895-5500 MAIL ADDRESS: STREET 1: 20TH FLOOR, BUILDING A, NO. 18 KECHUANG STREET 2: YIZHUANG BDA CITY: DAXING DISTRICT, BEIJING STATE: F4 ZIP: 101111 FORMER COMPANY: FORMER CONFORMED NAME: 360buy Jingdong Inc. DATE OF NAME CHANGE: 20120511 SC 13G 1 a18-40640_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.    )*

 

Farfetch Limited

(Name of Issuer)

Class A Ordinary Shares, par value $0.04 per share

(Title of Class of Securities)

30744W107

(CUSIP Number)

September 25, 2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 30744W107

13G

 

 

 

1.

Names of Reporting Persons
Kadi Group Holding Limited

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
British Virgin Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
42,366,665 Class A Ordinary Shares

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
42,366,665 Class A Ordinary Shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
42,366,665 Class A Ordinary Shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
16.5% (3.8% of the total voting power in the Company)*

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

* The percentage is calculated based on 256,637,577 Class A Ordinary Shares, par value $0.04 per share (the “Class A Ordinary Shares”) and 42,858,080 Class B Ordinary Shares, par value $0.04 per share (the “Class B Ordinary Shares”) outstanding as of November 7, 2018, as provided by the Issuer.

 

2

 

CUSIP No. 30744W107

13G

 

 

 

1.

Names of Reporting Persons
JD.com Investment Limited

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
British Virgin Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
42,366,665 Class A Ordinary Shares

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
42,366,665 Class A Ordinary Shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
42,366,665 Class A Ordinary Shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
16.5% (3.8% of the total voting power in the Company)*

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

* The percentage is calculated based on 256,637,577 Class A Ordinary Shares, par value $0.04 per share (the “Class A Ordinary Shares”) and 42,858,080 Class B Ordinary Shares, par value $0.04 per share (the “Class B Ordinary Shares”) outstanding as of November 7, 2018, as provided by the Issuer.

 

3

 

CUSIP No. 30744W107

13G

 

 

 

1.

Names of Reporting Persons
JD.com, Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
42,366,665 Class A Ordinary Shares

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
42,366,665 Class A Ordinary Shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
42,366,665 Class A Ordinary Shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
16.5% (3.8% of the total voting power in the Company)*

 

 

12.

Type of Reporting Person (See Instructions)
HC

 

* The percentage is calculated based on 256,637,577 Class A Ordinary Shares, par value $0.04 per share (the “Class A Ordinary Shares”) and 42,858,080 Class B Ordinary Shares, par value $0.04 per share (the “Class B Ordinary Shares”) outstanding as of November 7, 2018, as provided by the Issuer.

 

4

 

CUSIP No. 30744W107

13G

 

 

Item 1.

 

(a)

Name of Issuer
Farfetch Limited

 

(b)

Address of Issuer’s Principal Executive Offices
The Bower
211 Old Street
London EC1V 9NR
United Kingdom

 

Item 2.

 

(a)

Name of Person Filing
This statement is jointly filed by and on behalf of each of JD.com, Inc., JD.com Investment Limited and Kadi Group Holding Limited.

 

(b)

Address of the Principal Office or, if none, Residence
JD.com, Inc.:

20th Floor, Building A, No. 18 Kechuang 11 Street

Yizhuang Economic and Technological Development Zone

Daxing District, Beijing 101111

The People’s Republic of China

 

Kadi Group Holding Limited:

Geneva Place, Waterfront Drive

P.O. Box 3469

Road Town, Tortola, British Virgin Islands

 

JD.com Investment Limited:

Offshore Incorporations Centre

P.O. Box 957

Road Town, Tortola, British Virgin Islands

 

(c)

Citizenship
JD.com, Inc. is a company organized under the laws of the Cayman Islands; JD.com Investment Limited and Kadi Group Holding Limited are companies organized under the laws of the British Virgin Islands.

 

(d)

Title of Class of Securities
Class A Ordinary Shares, par value $0.04 per share (the “Class A Ordinary Shares”)

 

(e)

CUSIP Number
30744W107

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

 

 

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

42,366,665 Class A Ordinary Shares

 

(b)

Percent of class:   

16.5% (3.8% of the total voting power in the Company)

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

0.

 

 

(ii)

Shared power to vote or to direct the vote    

42,366,665 Class A Ordinary Shares.

 

 

(iii)

Sole power to dispose or to direct the disposition of   

0.

 

 

(iv)

Shared power to dispose or to direct the disposition of   

42,366,665 Class A Ordinary Shares.

 

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

 

5

 

CUSIP No. 30744W107

13G

 

 

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Instruction. Dissolution of a group requires a response to this item.

 

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

 

 

Item 8.

Identification and Classification of Members of the Group.

All shares of Kadi Group Holding Limited are directly held by JD.com Investment Limited, and all shares of JD.com Investment Limited are directly owned by JD.com, Inc.

 

JD.com, Inc., JD.com Investment Limited and Kadi Group Holding Limited have entered into a joint filing agreement with respect this statement, which is attached hereto as Exhibit 99.1.

 

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

 

Item 10.

Certification.

Not applicable.

 

Exhibit Index

 

Exhibit 99.1                              Joint Filing Agreement, dated November 27, 2018, among JD.com, Inc., JD.com Investment Limited and Kadi Group Holding Limited.

 

6

 

CUSIP No. 30744W107

13G

 

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct as of November 27, 2018.

 

 

 

KADI GROUP HOLDING LIMITED

 

 

 

 

 

BY:

 

/s/ Nani Wang

 

 

 

NANI WANG

 

Director

 

 

 

JD.COM INVESTMENT LIMITED

 

 

 

 

 

BY:

 

/s/ Nani Wang

 

 

 

NANI WANG

 

Director

 

 

 

 

 

JD.COM, INC.

 

 

 

 

 

BY:

 

/s/ Richard Liu

 

 

 

RICHARD LIU

 

Director

 

7

 EX-99.1 2 a18-40640_1ex99d1.htm EX-99.1

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned parties hereby agrees as follows:

 

Each party represents to the other parties that it is eligible to make the required statement on Schedule 13G.

 

Each party is responsible for the timely filing of the statement and any amendments to the statement.

 

Each party is not responsible for the completeness and accuracy of the information concerning the other parties, unless it knows or has reason to believe the information is inaccurate.

 

Each party agrees to the filing with the Securities and Exchange Commission on its behalf of a joint statement on Schedule 13G (including amendments thereto) with respect to the Class A Ordinary Shares of Farfetch Limited and to the inclusion of this Agreement as an Exhibit to such filing.

 

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of this 27th day of November 2018.

 

 

 

KADI GROUP HOLDING LIMITED

 

 

 

 

 

BY:

 

/s/ Nani Wang

 

 

 

NANI WANG

 

Director

 

 

 

JD.COM INVESTMENT LIMITED

 

 

 

 

 

BY:

 

/s/ Nani Wang

 

 

 

NANI WANG

 

Director

 

 

 

 

 

JD.COM, INC.

 

 

 

 

 

BY:

 

/s/ Richard Liu

 

 

 

RICHARD LIU

 

Director