JD Logistics has entered into a series of agreements in relation to the proposed acquisition of Deppon Logistics.

Deppon is an integrated, customer-centered logistics company providing a wide range of solutions including Less-Than-Truckload (LTL) transportation, Full Truck Load (FTL) transportation, delivery services, and warehousing management in China. Pursuant to the transaction agreements, JD Logistics will acquire approximately 99.99% of the equity interest in Ningbo Meishan Baoshui Area Deppon Investment Holding Company Limited (the “Deppon Holdco”), which in turn holds a total of approximately 66.50% of the issued share capital of Deppon, for a total consideration of approximately RMB9.0 billion.

The transactions are subject to a staggered acquisition arrangement and certain customary closing conditions, including relevant regulatory approvals. See “Safe Harbor Statement” below for the risks and uncertainties for the proposed transactions, including risks and uncertainties on the timing of the consummation of the transactions and the risk that certain closing conditions of the transactions may not be satisfied on a timely basis, or at all.

Upon completion of the proposed transactions, Deppon Holdco (including Deppon and its subsidiaries) will become a subsidiary of JD Logistics, and its financial results will be consolidated into JD Logistics’ consolidated financial statements. As Deppon is listed on the Shanghai Stock Exchange, subject to the satisfaction of the conditions set out in the agreements and the completion of the proposed transactions, JD Logistics will make a mandatory general offer for all the issued, unrestricted and tradable shares of Deppon (excluding the issued and unrestricted shares of Deppon held by the Deppon Holdco) at a price of RMB13.15 per share.