EX-25.1 8 a2228295zex-25_1.htm EX-25.1

Exhibit 25.1

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM T-1

 

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2
o

 


 

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

 

New York

 

13-5160382

(Jurisdiction of incorporation of organization if not a U.S.
national bank)

 

(I.R.S. Employer Identification Number)

 

One Wall Street, New York, N.Y.

 

10286

(Address of principal executive offices)

 

(Zip Code)

 

JD.com, Inc.

(Exact name of obligor as specified in its charter)

 

Cayman Islands

 

Not Applicable

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

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

 

 

 

 

 

 

101111

(Address of principal executive offices)

 

(Zip Code)

 

Debt Securities
(Title of the indenture securities)

 

 

 



 

Item 1.      GENERAL INFORMATION.  Furnish the following information as to the trustee.

 

a)                       Name and address of each examining or supervising authority to which it is subject.

 

Name

 

Address

 

 

 

Superintendent of Banks of the State of New York

 

One State Street, New York, N.Y.
10004-1417, and Albany, N.Y.
12223

 

 

 

Federal Reserve Bank of New York

 

33 Liberty Street, New York, N.Y.
10045

 

 

 

Federal Deposit Insurance Corporation

 

Washington, D.C. 20429

 

 

 

New York Clearing House Association

 

New York, N.Y. 10005

 

b)                       Whether it is authorized to exercise corporate trust powers.

 

Yes.

 

Item 2.      AFFILIATIONS WITH THE OBLIGOR.  If the obligor is an affiliate of the trustee, describe each such affiliation.

 

None.

 

Item 16.    LIST OF EXHIBITS:  List below all exhibits filed as a part of this statement of eligibility.

 

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

 

1.                                      A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form TA filed with Registration Statement No. 33-6215, Exhibits la and lb to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

 

4.                                      A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333454173).

 



 

6.                                      The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).

 

7.                                      A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

 



 

SIGNATURE

 

Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Hong Kong, on the 18th day of April, 2016.

 

 

 

The Bank of New York Mellon

 

 

 

 

 

By:

/s/ Michael Cheng

 

Name: Michael Cheng

 

Title: Vice President

 


 

EXHIBIT 7

 

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 400 South Hope Street, Suite 400, Los Angeles, CA 90071

 

At the close of business December 31, 2015, published in accordance with Federal regulatory authority instructions.

 

 

 

 

 

Dollar
amounts
in
thousands

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Cash and balances due from depository institutions:

 

 

 

 

 

Noninterest-bearing balances and currency and coin

 

 

 

6,117

 

Interest-bearing balances

 

 

 

272,045

 

Securities:

 

 

 

 

 

Held-to-maturity securities

 

 

 

0

 

Available-for-sale securities

 

 

 

679,285

 

Federal funds sold and securities purchased under agreements to resell:

 

 

 

 

 

Federal funds sold

 

 

 

0

 

Securities purchased under agreements to resell

 

 

 

0

 

Loans and lease financing receivables:

 

 

 

 

 

Loans and leases held for sale

 

 

 

0

 

Loans and leases, net of unearned income

 

0

 

 

 

LESS: Allowance for loan and lease losses

 

0

 

 

 

Loans and leases, net of unearned income and allowance

 

 

 

0

 

Trading assets

 

 

 

0

 

Premises and fixed assets (including capitalized leases)

 

 

 

11,408

 

Other real estate owned

 

 

 

0

 

Investments in unconsolidated subsidiaries and associated companies

 

0

 

 

 

Direct and indirect investments in real estate ventures

 

0

 

 

 

Intangible assets:

 

 

 

 

 

Goodwill

 

 

 

856,313

 

Other intangible assets

 

 

 

77,335

 

Other assets

 

 

 

118,036

 

Total assets

 

 

 

$

2,020,539

 

 



 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

In domestic offices

 

 

 

505

 

Noninterest-bearing

 

505

 

 

 

Interest-bearing

 

0

 

 

 

Not applicable

 

 

 

 

 

Federal funds purchased and securities sold under agreements to repurchase:

 

 

 

 

 

Federal funds purchased

 

 

 

0

 

Securities sold under agreements to repurchase

 

 

 

0

 

Trading liabilities

 

 

 

0

 

Other borrowed money:

 

 

 

 

 

(includes mortgage indebtedness and obligations under capitalized leases)

 

 

 

0

 

Not applicable

 

 

 

 

 

Not applicable

 

 

 

 

 

Subordinated notes and debentures

 

 

 

0

 

Other liabilities

 

 

 

276,953

 

Total liabilities

 

 

 

277,458

 

Not applicable

 

 

 

 

 

 

 

 

 

 

 

EQUITY CAPITAL

 

 

 

 

 

 

 

 

 

 

 

Perpetual preferred stock and related surplus

 

0

 

 

 

Common stock

 

 

 

1,000

 

Surplus (exclude all surplus related to preferred stock)

 

 

 

1,122,455

 

Not available

 

 

 

 

 

Retained earnings

 

 

 

620,521

 

Accumulated other comprehensive income

 

-895

 

 

 

Other equity capital components

 

0

 

 

 

Not available

 

 

 

 

 

Total bank equity capital

 

1,743,081

 

 

 

Noncontrolling (minority) interests in consolidated subsidiaries

 

0

 

 

 

Total equity capital

 

 

 

1,743,081

 

Total liabilities and equity capital

 

 

 

2,020,539

 

 

I,Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

 

Matthew J. McNulty

 

)

 

CFO

 



 

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

 

Antonio I. Portuondo, President

 

)

 

 

William D. Lindelof, Director

 

)

 

Directors (Trustees)

Alphonse J. Briand, Director

 

)