Offshore Trust Insight | JD INDUSTRIALS (07618.HK) up 1.00% intraday; Richard Liu controls about 76.90% via offshore family trust

JD INDUSTRIALS (07618.HK) listed on the Main Board of the Hong Kong Stock Exchange on December 11, 2025 at an offer price of HKD 14.10, bringing in seven cornerstone investors including M&G, CPE Investment and Anatole Investment Management for aggregate subscriptions of about USD 170 million; controlling shareholder Richard Liu controls about 76.90% of equity through The Max Smart Trust offshore family trust, and the company was added to the Stock Connect on March 9, 2026.
Key Highlights:
  • Seven cornerstone investors — M&G, CPE Investment, Anatole Investment Management, IvyRock Asset Management (HK), CoreView Capital Management, Schonfeld and Burkehill — subscribed about USD 170 million in aggregate, equivalent to about 44.45% of the global offering, with the minimum subscription of about 85.39 million shares calculated at the maximum offer price of HKD 15.50; the six-month lock-up expired on June 11, 2026.
  • Richard Liu is the settlor and protector of The Max Smart Trust, whose trustee is UBS Trustees (BVI) Ltd., and holds JD INDUSTRIALS through the trust and offshore holding platforms it controls; the 2026 Interim Report lists 2,089,152,798 shares, or about 76.90%, with the nature of interest stated as an interest in a controlled corporation and the beneficial owner as the settlor of a discretionary trust.
  • In the first half of 2026, total revenue reached RMB 13.06 billion, up 27.4% year on year, while adjusted net profit rose 43.4% to RMB 750 million.

On October 20, 2026, the Hong Kong market weakened, with the Hang Seng Index down nearly 1% intraday, while JD INDUSTRIALS (07618.HK) moved against the trend. As of 14:18, the company was quoted at HKD 13.110, up 1.00%, with an intraday high of HKD 13.490, against the previous close of HKD 12.980.

According to the prospectus, JD INDUSTRIALS listed on the Main Board of the Hong Kong Stock Exchange on December 11, 2025 at an offer price of HKD 14.10, offering about 211 million shares globally and raising gross proceeds of about HKD 2.978 billion, or about HKD 2.827 billion net. The offering introduced seven cornerstone investors, including M&G, CPE Investment, Anatole Investment Management, IvyRock Asset Management (HK), CoreView Capital Management, Schonfeld and Burkehill, subscribing in aggregate for about USD 170 million, equivalent to about 44.45% of the global offering, with the minimum subscription of about 85.39 million shares calculated at the maximum offer price of HKD 15.50; the six-month lock-up on those shares expired on June 11, 2026.

Richard Liu is the settlor and protector of The Max Smart Trust, whose trustee is UBS Trustees (BVI) Ltd.; the trust is registered in the British Virgin Islands and is a revocable trust, and the company's 2026 Interim Report confirms that Max I&P Limited, of which Richard Liu is the sole director, is a British Virgin Islands company beneficially owned by the trust. Richard Liu holds his interest in JD INDUSTRIALS indirectly through the trust and the offshore holding platforms it controls; the "Interests in the Company" section of the Interim Report lists 2,089,152,798 shares, or about 76.90%, with the nature of interest stated as an interest in a controlled corporation and the beneficial owner described as the settlor of a discretionary trust, on which basis his interest falls within the scope of an offshore family trust. (Sources: 2026 Interim Report; Schedule 13G filed with the U.S. Securities and Exchange Commission)

On trading eligibility, JD INDUSTRIALS was announced as an constituent of the Hang Seng Composite Index by Hang Seng Indexes Company on February 13, 2026, with the change implemented after the close on March 6 and taking effect on March 9; the Shanghai and Shenzhen stock exchanges published the corresponding Stock Connect list adjustment on the same day, effective March 9. On the first day of its inclusion, the stock closed up 10.11% at HKD 12.63.

On offshore trusts, on July 24, 2026, the Ministry of Finance and the State Taxation Administration jointly issued the Announcement on Individual Income Tax Matters Related to Offshore Trusts (Announcement No. 21 of 2026), bringing the establishment, continuance and termination of offshore trusts into the individual income tax system in full and establishing three look-through points — establishment, continuance and termination — under a uniform 20% tax rate. The Announcement states that for the duration of the trust, income generated by resident individuals' offshore trusts and by overseas entities held or controlled by those trusts is taxable to the resident individual as taxpayer and must be declared annually for individual income tax purposes, whether or not it is actually distributed. Article 6 of the Announcement provides that where a resident individual ceases to be a resident individual during the continuance of an offshore trust, the taxable income shall be the balance between the market value of the trust property on the date the individual becomes a non-resident and its original cost, and individual income tax must be declared and paid. The 90-day window for retroactive declarations under the Announcement runs from July 24, 2026.

One research report noted that the combination of a revocable trust and the founder serving as protector means control over the interests under the trust has not shifted, and that the actual controller's control over the listed company is implemented through a "family trust → offshore holding platforms → listed entity" path; the tax planning value of such structures has been effectively reduced to zero following the implementation of Announcement No. 21, narrowing their function to cross-border asset isolation and directed succession. Another report noted that JD INDUSTRIALS, as the leading MRO e-commerce player in China, has a solid competitive moat backed by JD Group, with overseas peers Grainger and Fastenal having already validated that growth path, while penetration in China remains significantly lower; the firm expects the company to maintain a revenue CAGR above 20% over the next three years with further margin expansion, and sets a target price of HKD 18.65 based on 25x 2026 P/E.

On the operating front, the interim results released on August 13 showed total revenue of RMB 13.06 billion for the first half, up 27.4% year on year, and adjusted net profit of RMB 750 million, up 43.4%. The transaction value retention rate among key account customers reached 119% over the 12 months to June 30, 2026, with 13,000 key enterprise customers served, and around 230,000 manufacturers, distributors and agents working with the platform. Over 70 intelligent agents were deployed in the first half, AI-driven incremental GMV accounted for 6.5% of GMV from key account customers, and headcount productivity in core roles rose 16.6%.

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