CUSIP No. 091727925
EXPLANATORY NOTE
This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) is being jointly filed by JD.com, Inc.
(“JD”), JD.com Investment Limited (“JD Investment”) and JD.com Global Investment Limited (“JD Global,” together with JD and JD Investment, the “Reporting Persons”) as an amendment
to that certain Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on February 16, 2015, as amended by Amendment No.1 to Schedule 13D filed with the SEC on June 21, 2016, Amendment
No.2 to Schedule 13D filed with the SEC on September 16, 2019 and Amendment No.3 to Schedule 13D filed with the SEC on June 16, 2020 (collectively, the “Original Schedule 13D,” together with this Amendment No. 4, the
“Statement”). Except as amended and supplemented herein, the information set forth in the Original Schedule 13D remains unchanged. Capitalized terms used herein without definition have meanings assigned thereto in the Original
Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 is supplemented by adding the following:
As a result of the Merger, all of the Ordinary Shares (including Ordinary Shares represented by ADSs) held by the Reporting Persons prior to
the Effective Time were cancelled, among which 10,549,714 Ordinary Shares were contributed to Parent in exchange for the right to subscribe for newly issued shares of Parent in accordance with the Support Agreement and the Interim Investors
Agreement, and the remaining 6,777,887 Ordinary Shares (including Ordinary Shares represented by ADSs) were cancelled in exchange for the right to receive the merger consideration in accordance with the Merger Agreement. Accordingly, as of the date
hereof, the Reporting Persons do not beneficially own any Ordinary Shares of the Issuer directly or via ADSs.
As the result of the
Merger, the Issuer’s ADSs will no longer be listed on the New York Stock Exchange and the ADS program for the Ordinary Shares will terminate.
The descriptions of the Merger Agreement and the transactions contemplated thereby set forth above in this Item 4 do not purport to be
complete and are qualified in their entirety by reference to the full text of the Merger Agreement, which has been filed as Exhibit 99.10 to this statement and is incorporated herein by this reference in its entirety.
Item 5. Interest in Securities of the Issuer.
Items 5(a), (b), (c) and (e) are amended and restated as follows.
The information contained on each of the cover pages of this Amendment No. 4 and the information set forth or incorporated in Items 2, 3,
4, and 6 are hereby incorporated herein by reference.
(a) As a result of the Merger, all of the Ordinary Shares (including Ordinary Shares
represented by ADSs) held by the Reporting Persons prior to the Effective Time were cancelled, among which 10,549,714 Ordinary Shares were contributed to Parent in exchange for the right to subscribe for newly issued shares of Parent in accordance
with the Support Agreement and the Interim Investors Agreement, and the remaining 6,777,887 Ordinary Shares (including Ordinary Shares represented by ADSs) were cancelled in exchange for the right to receive the merger consideration in accordance
with the Merger Agreement. Accordingly, as of the date hereof, the Reporting Persons do not beneficially own any Ordinary Shares of the Issuer directly or via ADSs.
(b) The powers that a Reporting Person has relative to the shares discussed herein may be found in rows 7 through 10 of the Cover Page relating
to such Reporting Person, which is hereby incorporated by reference.
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