JD Logistics has disclosed that its wholly-owned subsidiary, Suqian JD Zhuofeng (also the indirect controlling shareholder of Deppon), has proposed a plan approved by the Board of Deppon. Deppon intends to actively withdraw its A-shares from trading on the Shanghai Stock Exchange through a shareholders' meeting vote.
Core Plan: Withdrawal from Listing + Cash Option
The announcement states that, to protect the interests of minority shareholders, as part of the delisting plan, the buyer (a wholly-owned subsidiary of JD Logistics) will, after obtaining Deppon shareholders' approval, offer a proposed cash option to Deppon shareholders. This will involve acquiring Deppon's target shares (all remaining shares not held by the group and its concerted parties and excluding canceled shares) at RMB 19.0 per share.
Shareholding Structure and Potential Costs: Target Shares Proportion and Estimated Amount
As of the announcement date, Deppon shareholders collectively hold approximately 203 million Deppon shares (excluding treasury shares), representing about 19.99% of the total share capital (excluding treasury shares). If excluded canceled shares are considered, Deppon's target shares amount to approximately 199.9 million, representing about 19.76% of the total share capital (excluding canceled shares). Assuming the purchase option is fully exercised at RMB 19 per share, the estimated value of the proposed cash option is around RMB 3.797 billion.
Next Steps: Submit Withdrawal Application After Shareholders' Approval
JD Logistics also disclosed that, as of the announcement date, the group holds approximately 80.01% of Deppon shares (excluding treasury shares), making Deppon its consolidated subsidiary. Once Deppon's shareholders approve the delisting proposal, Deppon will submit a withdrawal application to the Shanghai Stock Exchange.
