Jingdong Industrials Limited

Date of Prospectus: December 3, 2025

Jingdong Industrials IPO: Strategic Growth, Robust Financials, and Institutional Backing Signal a Landmark Hong Kong Listing

IPO Snapshot

IPO Symbol: Not explicitly disclosed
Offer Price Range: HK\$12.70 to HK\$15.50 per share
Total Offer Size: 211,208,800 shares (subject to reallocation and Over-allotment Option)
Number of Shares Offered: 21,121,000 Hong Kong Public Offering; 190,087,800 International Offering
Post-IPO Outstanding Shares: 2,687,570,231 shares (after Conversion Adjustment, assuming Over-allotment Option not exercised and excluding shares under Share Incentive Plans)
Offer Period: December 3, 2025 (9:00 a.m.) to December 8, 2025 (12:00 noon)
Listing Date: December 11, 2025

Use of Proceeds: Funding Growth and Operations

Jingdong Industrials intends to use IPO proceeds primarily for:

• General working capital for development and operations
• Strengthening business expansion and technological capabilities
• No allocation to debt repayment, indicating a growth-driven strategy
• Approximately 60% of prior Pre-IPO proceeds already utilized as of the Latest Practicable Date

This allocation underscores the company’s commitment to business scaling and operational development.

Dividend Policy

Dividend Policy Date: Adopted November 26, 2025
Payout Ratio: No fixed payout ratio
Track Record: No dividends paid or declared during the Track Record Period
Future Commitment: Dividends will be considered based on earnings, cash flow, and capital needs. No guaranteed payout, supporting a reinvestment-focused growth agenda.

Placement and Issuance Breakdown

Hong Kong Public Offering: 21,121,000 shares (10% of total offer)
International Offering: 190,087,800 shares (90% of total offer), with (i) QIBs in the US under Rule 144A; (ii) Professional/institutional investors elsewhere via Regulation S
Cornerstone Investors: 7 named institutions with fixed allocations
Employee Allocation: Pre-IPO ESOP covers 903 grantees, representing 1.67% of post-IPO shares

Investor Participation and Book Quality

Cornerstone Investors (fixed allocations):

• M&G (US\$85m, up to 52,110,200 shares)
• CPE Investment (US\$30m, up to 18,391,800 shares)
• AIM (US\$20m, up to 12,261,200 shares)
• IvyRock (US\$15m, up to 9,195,800 shares)
• CoreView (US\$10m, up to 6,130,600 shares)
• Schonfeld (US\$5m, up to 3,065,200 shares)
• Burkehill (US\$5m, up to 3,065,200 shares)

Cornerstone investors collectively subscribe for up to 49.3% of the offer at the low-end price, reflecting exceptional institutional support and book quality. No cornerstone investor or close associate will hold 10% or more of total issued shares post-listing. No pre-listing disposals or sales by major shareholders are disclosed.

Book quality is robust and institutional participation is high, implying strong listing day performance and aftermarket stability.

Deal Parties and Structure

Joint Sponsors: Merrill Lynch (Asia Pacific) Limited, UBS AG Hong Kong Branch, Haitong International Securities Company Limited, Goldman Sachs (Asia) L.L.C., Huatai Financial Holdings (Hong Kong) Limited
Overall Coordinators: Same as above
Underwriters: Hong Kong Underwriters, International Underwriters
Stabilization/Over-allotment (Greenshoe): Up to 31,681,200 shares (15% of initial offer), exercisable for 30 days after last day of application

The presence of global investment banks and a robust stabilization structure further supports potential for strong listing day performance.

Company Overview

Business Model: Jingdong Industrials delivers industrial supply chain technology and services, focusing on electronic components, supply chain solutions, and related technology offerings.
Revenue Streams: Sales of electronic components, supply chain management and technology services.
Key Products/Services: Electronic components, industrial supply chain services.
Customer Segments: Professional and institutional buyers, industrial clients.
Geographies: Primarily China; substantial revenue from domestic operating entities.

Industry and Sector Definition

Sector: Industrial supply chain technology and electronic components.
Industry Overview: The sector is defined by demand for integrated supply chain solutions, digital transformation, and industrial automation. Exact market sizing figures are not disclosed in the document.

Financial Health: Revenue, Margins, Cash Flow

Multi-Period Financial Highlights

Key Financial Takeaways:

• Consistent double-digit revenue growth indicates strong market demand and scalable business model.
• Net margin has turned positive since 2023, with further improvements projected for 2025.
• Adjusted net margins remain healthy and stable.
• Robust cash position supports ongoing expansion and working capital needs.

Market Position and Competitive Advantages

Brand Strength: Strong reputation in industrial supply chain and electronic components within China.
Competitive Advantages: Integrated supply chain solutions, deep industry relationships, technology focus.
Market Share/Ranking: Not quantified in the document.

Management Team

Details on management names and roles are omitted in the available prospectus sections.

Trends, Timing, and Market Environment

Sector Trends: Ongoing digital transformation, increased demand for supply chain efficiency, and industrial automation.
Historical Demand Drivers: Technology upgrades, industrial modernization, and growing complexity in supply chains.
Seasonality: Not specified.
Macro Environment: Company’s main business originates in China, with filing approval from CSRC as of September 19, 2025.
Timing: Offer period December 3–8, 2025; expected listing December 11, 2025.
Recent Developments: Successful CSRC filing, robust financial improvement since 2023, and strong institutional participation.

Market conditions appear favorable for this IPO, given sector demand, regulatory compliance, and institutional support.

Risk Factors

Key Risks Disclosed:

• Regulatory Exposure: Ongoing CSRC filing requirements; failure to comply can result in penalties.
• Dilution: Immediate and substantial dilution for IPO investors due to offer price exceeding net tangible book value; further dilution possible from future share issuance.
• Market Risk: Share price sensitive to analyst coverage; withdrawal or downgrade could impact price and volume.
• Operational Risk: No prior experience operating as a public company; higher compliance and costs anticipated.
• Lock-Up Risks: Substantial shareholders subject to 6-month lock-up; post-lock-up disposals are possible.
• Reliance on Industry Data: Some business and sector data sourced from official publications; may be subject to inaccuracies.
• Waiver Risks: Multiple waivers from Listing Rules and regulatory requirements; revocation could increase compliance burden.
• Controlling Shareholder Influence: Significant influence may not align with other shareholders’ interests.
• ESOP Dilution: Full exercise of ESOP options could dilute post-IPO shareholding and earnings per share by approximately 1.64%.

Growth Strategy

Expansion Plans:

• Use of IPO proceeds for business development and technological upgrades.
• ESOP and share incentive plans to attract and retain key talent.
• No details on M&A or capex pipeline are specified, but working capital and operational use are emphasized.

Ownership and Lock-Up Structure

Pre-IPO Investors: Series A, A-1, and B preference shares automatically converted to ordinary shares at listing, with Series B holders receiving additional shares through the Conversion Adjustment Mechanism.
Lock-Up: All Pre-IPO Investors subject to a 6-month lock-up post-listing.
ESOPs: Pre-IPO ESOP covers 903 grantees, representing 1.67% of post-IPO shares. Post-IPO First Share Scheme and Second Share Scheme established for future incentives.

Valuation and Peer Comparison

No peer company symbols or comparative valuation metrics are disclosed. Table omitted by instruction.

Research and Opinions

No analyst price targets or institutional opinions are explicitly included in the document.

IPO Allotment Result

Final subscription outcomes by tranche are not disclosed.

Listing Outlook

Inference from Prospectus Data: Given strong cornerstone investor participation (up to 49.3% of offer), presence of leading global coordinators, robust financial improvement (net margin swinging to positive), and a sector marked by digital transformation and sustained demand, the IPO appears attractive for subscription. The first-day trading range is likely to be strong, with aftermarket stability supported by institutional allocations and a stabilization/greenshoe option. Listing day performance is expected to be robust relative to the offer price, with upside potential if sector sentiment remains positive.

Prospectus Access

Prospectus is available at: www.hkexnews.hk and jingdongindustrials.com

How to Apply

Application Channels:

• Online via White Form eIPO service at www.eipo.com.hk
• Through brokers or custodians who are HKSCC Participants via HKSCC’s FINI system

Application Window: December 3, 2025 (9:00 a.m.) to December 8, 2025 (12:00 noon)
Eligibility: Applicants must be 18 or older, have a Hong Kong address (for White Form eIPO), be outside the United States (Regulation S), and not be a legal or natural person of the PRC (except qualified domestic institutional investors).