UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021.

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission file number: 001-36450

JD.com, Inc.

(Exact Name of Registrant as Specified in its Charter)

N/A

(Translation of Registrant’s Name into English)

Cayman Islands

(Jurisdiction of Incorporation or Organization)

20th Floor, Building A, No. 18 Kechuang 11 Street

Yizhuang Economic and Technological Development Zone

Daxing District, Beijing 101111

People’s Republic of China

(Address of Principal Executive Offices)

Sandy Ran Xu, Chief Financial Officer

Telephone: +86 10 8911-8888

Email: ir@jd.com

20th Floor, Building A, No. 18 Kechuang 11 Street

Yizhuang Economic and Technological Development Zone

Daxing District, Beijing 101111

People’s Republic of China

(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act: 

Title of Each Class	Trading Symbol(s)	Name of Each Exchange On Which Registered
American depositary shares (one American depositary share representing two Class A ordinary shares, par value US$0.00002 per share)	JD	The Nasdaq Stock Market LLC (The Nasdaq Global Select Market)
Class A ordinary shares, par value US$0.00002 per share	9618	The Stock Exchange of Hong Kong Limited

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

2,690,646,636 Class A ordinary shares (excluding the 40,476,694 Class A ordinary shares issued to the depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under our Share Incentive Plan) and 428,185,501 Class B ordinary shares, par value US$0.00002 per share, as of December 31, 2021.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    ☒  Yes    ☐  No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    ☐  Yes    ☒  No

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     ☒  Yes    ☐  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    ☒  Yes    ☐  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Emerging growth company	☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of the Exchange Act.  ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☒

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP  ☒ International Financial Reporting Standards as issued
by the International Accounting Standards Board  ☐
Other  ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.    ☐  Item 17    ☐  Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ☐  Yes    ☒  No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    ☐  Yes    ☐  No

TABLE OF CONTENT

INTRODUCTION		1
FORWARD-LOOKING INFORMATION		5
PART I		6
Item 1.	Identity of Directors, Senior Management and Advisers	6
Item 2.	Offer Statistics and Expected Timetable	6
Item 3.	Key Information	6
Item 4.	Information on the Company	78
Item 4A.	Unresolved Staff Comments	133
Item 5.	Operating and Financial Review and Prospects	133
Item 6.	Directors, Senior Management and Employees	155
Item 7.	Major Shareholders and Related Party Transactions	165
Item 8.	Financial Information	169
Item 9.	The Offer and Listing	171
Item 10.	Additional Information	171
Item 11.	Quantitative and Qualitative Disclosures about Market Risk	183
Item 12.	Description of Securities Other than Equity Securities	184
PART II		189
Item 13.	Defaults, Dividend Arrearages and Delinquencies	189
Item 14.	Modifications to the Rights of Security Holders and Use of Proceeds	189
Item 15.	Controls and Procedures	189
Item 16A.	Audit Committee Financial Expert	190
Item 16B.	Code of Ethics	190
Item 16C.	Principal Accountant Fees and Services	190
Item 16D.	Exemptions from the Listing Standards for Audit Committees	190
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	191
Item 16F.	Change in Registrant’s Certifying Accountant	191
Item 16G.	Corporate Governance	191
Item 16H.	Mine Safety Disclosure	191
Item 16I.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	192
PART III		193
Item 17.	Financial Statements	193
Item 18.	Financial Statements	193
Item 19.	Exhibits	194
SIGNATURES		202

i

INTRODUCTION

Unless otherwise indicated or the context otherwise requires, references in this annual report to:

• “ADSs” are to our American depositary shares, each of which represents two Class A ordinary shares;

• “annual active customer accounts” are to customer accounts that made at least one purchase during the twelve months ended on the respective dates, including both online retail and online marketplace;

• “CCASS” are to the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited, a wholly-owned subsidiary of Hong Kong Exchange and Clearing Limited;

• “China” or the “PRC” are to the People’s Republic of China, excluding, for the purposes of this annual report only, Hong Kong, Macau and Taiwan;

• “Companies (WUMP) Ordinance” are to the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong), as amended or supplemented from time to time;

• “CSRC” are to the China Securities Regulatory Commission;

• “HFCAA” are to the Holding Foreign Companies Accountable Act;

• “HK$” or “Hong Kong dollars” or “HK dollars” are to Hong Kong dollars, the lawful currency of Hong Kong;

• “Hong Kong” or “HK” or “Hong Kong S.A.R.” are to the Hong Kong Special Administrative Region of the PRC;

• “Hong Kong Listing Rules” are to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended or supplemented from time to time;

• “Hong Kong Share Registrar” are to Computershare Hong Kong Investor Services Limited;

• “Hong Kong Stock Exchange” are to The Stock Exchange of Hong Kong Limited;

• “JD Health” are to JD Health International Inc., a consolidated subsidiary of our company and the shares of which are listed on the Main Board of the Hong Kong Stock Exchange (Stock Code: 6618), and, except where the context otherwise requires, its subsidiaries and its consolidated variable interest entities and their subsidiaries;

• “JD Logistics” are to JD Logistics, Inc., a consolidated subsidiary of our company and the shares of which are listed on the Main Board of the Hong Kong Stock Exchange (Stock Code: 2618), and, except where the context otherwise requires, its subsidiaries and its consolidated variable interest entities and their subsidiaries;

• “Main Board” are to the stock market (excluding the option market) operated by the Hong Kong Stock Exchange which is independent from and operated in parallel with the Growth Enterprise Market, or GEM, of the Hong Kong Stock Exchange;

• “ordinary shares” are to our Class A and Class B ordinary shares, par value US$0.00002 per share;

• “PCAOB” are to the Public Company Accounting Oversight Board of the United States;

• “SEC” are to the United States Securities and Exchange Commission;

• “SFC” are to the Securities and Futures Commission of Hong Kong;

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• “SFO” are to the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended or supplemented from time to time; and

• “we,” “us,” “our company” or “our” are to JD.com, Inc., its subsidiaries, and, in the context of describing our operations and consolidated financial information, our consolidated variable interest entities and their subsidiaries. Our consolidated variable interest entities include, among others, Beijing Jingdong 360 Degree E-Commerce Co., Ltd., Jiangsu Yuanzhou E-Commerce Co., Ltd., Xi’an Jingdong Xincheng Information Technology Co., Ltd., Jiangsu Jingdong Bangneng Investment Management Co., Ltd., and Suqian Juhe Digital Enterprise Management Co., Ltd. References to our consolidated variable interest entities may include their subsidiaries, depending on the context as appropriate.

Summary of Risk Factors

An investment in our ADSs or Class A ordinary shares involves significant risks. Below is a summary of material risks we face, organized under relevant headings. These risks are discussed more fully in Item 3.D. Key Information—Risk Factors.

Risks Related to Our Business

Risks and uncertainties relating to our business include, but are not limited to, the following:

• If we are unable to manage our growth or execute our strategies effectively, our business and prospects may be materially and adversely affected;

• We incurred net losses in the past and we may not be able to maintain profitability in the future;

• If we are unable to provide superior customer experience, our business and reputation may be materially and adversely affected;

• Uncertainties relating to the growth and profitability of the retail industry in China in general, and the online retail industry in particular, could adversely affect our revenues and business prospects;

• Any harm to our JD brand or reputation may materially and adversely affect our business and results of operations;

• If we are unable to offer products that attract purchases from new and existing customers, our business, financial condition and results of operations may be materially and adversely affected;

• If we are unable to manage our nationwide fulfillment infrastructure efficiently and effectively, our business prospects and results of operations may be materially and adversely affected;

• We face intense competition. We may not be able to maintain or may lose market share and customers if we fail to compete effectively;

• Our expansion into new product categories and substantial increase in the number of products may expose us to new challenges and more risks;

• If we fail to manage our inventory effectively, our results of operations, financial condition and liquidity may be materially and adversely affected;

• Our business is subject to complex and evolving Chinese and international laws and regulations regarding data privacy and cybersecurity. Failure to protect confidential information of our customers and network against security breaches could damage our reputation and brand and substantially harm our business and results of operations;

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• The approval of the CSRC or other PRC government authorities may be required in connection with our offshore offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval; and

• The PCAOB is currently unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections over our auditor deprives our investors with the benefits of such inspections.

• Our ADSs will be prohibited from trading in the United States under the HFCAA in 2024 if the PCAOB is unable to inspect or fully investigate auditors located in China, or in 2023 if proposed changes to the law are enacted. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment. On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. The PCAOB identified our auditor as one of the registered public accounting firms that the PCAOB is unable to inspect or investigate completely.

Risks Related to Our Corporate Structure

Risks and uncertainties relating to our corporate structure include, but are not limited to, the following:

• We are a Cayman Islands holding company with no equity ownership in our variable interest entities and we conduct certain of our operations through our variable interest entities, with which we have maintained contractual arrangements. Investors in our ADSs or Class A ordinary shares thus are not purchasing equity interest in our variable interest entities in China but instead are purchasing equity interest in a Cayman Islands holding company. If the PRC government finds that the agreements that establish the structure for operating our business do not comply with PRC laws and regulations, or if these regulations or their interpretations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations. Our holding company, variable interest entities and investors of our company face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with our variable interest entities and, consequently, significantly affect the financial performance of our variable interest entities and our company as a whole. The PRC regulatory authorities could disallow the variable interest entities structure, which would likely result in a material adverse change in our operations, and our ADSs or Class A ordinary shares may decline significantly in value.

• Any failure by our variable interest entities or their shareholders to perform their obligations under our contractual arrangements with them would have a material and adverse effect on our business; and

• The shareholders of our variable interest entities may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.

Risks Related to Doing Business in China

We are also subject to risks and uncertainties relating to doing business in China in general, including, but are not limited to, the following:

• PRC government’s significant authority in regulating our operations and its oversight and control over offerings conducted overseas by, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. Implementation of industry-wide regulations in this nature may cause the value of such securities to significantly decline;

• Changes in China’s or global economic, political or social conditions or government policies could have a material and adverse effect on our business and operations;

• Uncertainties with respect to the PRC legal system could adversely affect us;

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• We are subject to consumer protection laws that could require us to modify our current business practices and incur increased costs; and

• We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of internet-related business and companies.

Risks Related to Our ADSs and Class A Ordinary Shares

In addition to the risks described above, we are subject to general risks relating to our ADSs and Class A ordinary shares, including, but not limited to, the following:

• The trading price of our ADSs and Class A ordinary shares have been and are likely to continue to be volatile, which could result in substantial losses to holders of our Class A ordinary shares and/or ADSs;

• We adopt different practices as to certain matters as compared with many other companies listed on the Hong Kong Stock Exchange;

• We cannot guarantee that any share repurchase program will be fully consummated or that any share repurchase program will enhance long-term shareholder value, and share repurchases could increase the volatility of the price of our Class A ordinary shares and/or ADSs and could diminish our cash reserves; and

• If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market price for our Class A ordinary shares and/or ADSs and trading volume could decline.

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FORWARD-LOOKING INFORMATION

This annual report on Form 20-F contains forward-looking statements that reflect our current expectations and views of future events. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by terminology such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “future,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to, among other things:

• our goals and strategies;

• our future business development, financial conditions and results of operations;

• the expected growth of the retail and online retail markets in China;

• our expectations regarding demand for and market acceptance of our products and services;

• our expectations regarding our relationships with customers, suppliers and third-party merchants;

• our plans to invest in our fulfillment infrastructure and technology platform as well as new business initiatives;

• competition in our industry; and

• relevant government policies and regulations relating to our industry.

We would like to caution you not to place undue reliance on these forward-looking statements and you should read these statements in conjunction with the risk factors disclosed in “Item 3.D. Key Information—Risk Factors.” Those risks are not exhaustive. We operate in a rapidly evolving environment. New risks emerge from time to time and it is impossible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in any forward-looking statement. We do not undertake any obligation to update or revise the forward-looking statements except as required under applicable law. You should read this annual report and the documents that we reference in this annual report completely and with the understanding that our actual future results may be materially different from what we expect.

Our reporting currency is the Renminbi, or RMB. This annual report contains translations of RMB and Hong Kong dollar amounts into U.S. dollars at specific rates solely for the convenience of the reader. Unless otherwise stated, all translations of RMB and Hong Kong dollars into U.S. dollars and from U.S. dollars into RMB in this annual report were made at a rate of RMB6.3726 to US$1.00 and HK$7.7996 to US$1.00, the respective exchange rates on December 30, 2021 set forth in the H.10 statistical release of the Federal Reserve Board. We make no representation that any RMB, Hong Kong dollar or U.S. dollar amounts referred to in this annual report could have been, or could be, converted into U.S. dollars, RMB or Hong Kong dollars, as the case may be, at any particular rate or at all.

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PART I

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

Our Holding Company Structure and Contractual Arrangements with Our Variable Interest Entities

JD.com, Inc. is not a Chinese operating company but a Cayman Islands holding company with no equity ownership in its variable interest entities. We conduct our operations in China through (i) our PRC subsidiaries and (ii) our variable interest entities with which we have maintained contractual arrangements. PRC laws and regulations restrict and impose conditions on foreign investment in certain value-added telecommunication services and certain other restricted services related to our businesses, such as domestic document delivery services. Accordingly, we operate these businesses in China through our variable interest entities, and rely on contractual arrangements among our PRC subsidiaries, our variable interest entities and their shareholders to control the business operations of our variable interest entities. The external revenues contributed by our variable interest entities accounted for 4.7%, 5.0% and 6.2% of our total revenues for the years of 2019, 2020 and 2021, respectively. As used in this annual report, “we,” “us,” “our company” and “our” refers to JD.com, Inc., its subsidiaries, and, in the context of describing our operations and consolidated financial information, our variable interest entities in China, including but not limited to Beijing Jingdong 360 Degree E-Commerce Co., Ltd., or Jingdong 360, which was established in April 2007 and holds our ICP license as an internet information provider and operates our www.jd.com website; Jiangsu Yuanzhou E-Commerce Co., Ltd., or Jiangsu Yuanzhou, which was established in September 2010 and primarily engages in the business of selling books, audio and video products; Xi’an Jingdong Xincheng Information Technology Co., Ltd., or Xi’an Jingdong Xincheng, which was established in June 2017 and primarily provides technology and consulting services relating to logistics services; Jiangsu Jingdong Bangneng Investment Management Co., Ltd., or Jiangsu Jingdong Bangneng, which was established in August 2015 and primarily engages in business of investment management; and Suqian Juhe Digital Enterprise Management Co., Ltd., or Suqian Juhe, which was established in June 2020 and primarily provides enterprise management services. Investors in our ADSs or Class A ordinary shares are not purchasing equity interest in our variable interest entities in China but instead are purchasing equity interest in a holding company incorporated in the Cayman Islands.

A series of contractual agreements, including loan agreements, exclusive purchase option agreements, exclusive technology consulting and services agreements or exclusive business cooperation agreements, as applicable, intellectual property rights license agreement, equity pledge agreements, powers of attorney, business cooperation agreement and business operations agreements, have been entered into by and among our subsidiaries, our variable interest entities and their respective shareholders. Terms contained in each set of contractual arrangements with our variable interest entities and their respective shareholders are substantially similar. As a result of the contractual arrangements, we have effective control over and are considered the primary beneficiary of these companies, and we have consolidated the financial results of these companies in our consolidated financial statements under the U.S. GAAP for accounting purposes. For more details of these contractual arrangements, see “Item 4.C. Information on the Company—Organizational Structure—Our Consolidated Variable Interest Entities.”

However, the contractual arrangements may not be as effective as direct ownership in providing us with control over our variable interest entities and we may incur substantial costs to enforce the terms of the arrangements. In addition, these agreements have not been tested in China courts. See “Item 3.D. Key Information—Risk Factors—Risks Related to Our Corporate Structure— We rely on contractual arrangements with our variable interest entities and their owners for a portion of our business operations, which may not be as effective as direct ownership in providing operational control” and “Item 3.D. Key Information—Risk Factors—Risks Related to Our Corporate Structure—The shareholders of our variable interest entities may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.”

6

Our corporate structure is subject to risks associated with our contractual arrangements with our variable interest entities. If the PRC government deems that our contractual arrangements with our variable interest entities do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations. Our holding company, our PRC subsidiaries and variable interest entities, and investors of our company face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with our variable interest entities and, consequently, significantly affect the financial performance of our variable interest entities and our company as a whole. For a detailed description of the risks associated with our corporate structure, please refer to risks disclosed under “Item 3.D. Key Information—Risk Factors—Risks Related to Our Corporate Structure.” Specifically, there are also substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules regarding the status of the rights of our Cayman Islands holding company with respect to its contractual arrangements with our variable interest entities and their shareholders. It is uncertain whether any new PRC laws or regulations relating to variable interest entity structures will be adopted or if adopted, what they would provide. If we or any of our variable interest entities is found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures. See “Item 3.D. Key Information—Risk Factors—Risks Related to Our Corporate Structure—If the PRC government deems that the contractual arrangements in relation to our variable interest entities do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations” and “—Our current corporate structure and business operations may be affected by the PRC Foreign Investment Law.”

Risks and Uncertainties Relating to Doing Business in China

We face various risks and uncertainties related to doing business in China. Our business operations are primarily conducted in China, and we are subject to complex and evolving PRC laws and regulations. For example, we face risks associated with regulatory approvals on offshore offerings, anti-monopoly regulatory actions, and oversight on cybersecurity and data privacy, as well as the lack of inspection by the PCAOB, on our auditor, which may impact our ability to conduct certain businesses, accept foreign investments, or list on a United States stock exchange. These risks could result in a material adverse change in our operations and the value of our ADSs and Class A ordinary shares, significantly limit or completely hinder our ability to continue to offer securities to investors, or cause the value of such securities to significantly decline. For a detailed description of risks related to doing business in China, please refer to risks disclosed under “Item 3.D. Key Information—Risk Factors—Risks Related to Doing Business in China.”

PRC government’s significant authority in regulating our operations and its oversight and control over offerings conducted overseas by, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. Implementation of industry-wide regulations, including data security or anti-monopoly related regulations, in this nature may cause the value of such securities to significantly decline. For more details, see “Item 3.D. Key Information—Risk Factors—Risks Related to Doing Business in China—The PRC government’s significant oversight over our business operation could result in a material adverse change in our operations and the value of our ADSs and Class A ordinary shares.”

Risks and uncertainties arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and quickly evolving rules and regulations in China, could result in a material adverse change in our operations and the value of our ADSs and Class A ordinary shares. For more details, see “Item 3.D. Key Information—Risk Factors— Risks Related to Doing Business in China —Uncertainties with respect to the PRC legal system could adversely affect us” and “—We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of internet-related business and companies such as e-commerce business and internet platforms.”

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The Holding Foreign Companies Accountable Act

The HFCAA, which was enacted on December 18, 2020, states that if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit our shares or ADSs from being traded on a national securities exchange or in the over-the-counter market in the United States. Since our auditor is located in China, a jurisdiction where the PCAOB has been unable to conduct inspections without the approval of the Chinese authorities, our auditor is not currently inspected by the PCAOB, which may impact our ability to remain listed on a United States stock exchange. The related risks and uncertainties could cause the value of our ADSs and Class A ordinary shares to significantly decline. For more details, see “Item 3.D. Key Information—Risk Factors—Risks Related to Our Business—The PCAOB is currently unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections over our auditor deprives our investors with the benefits of such inspections” and “Item 3.D. Key Information—Risk Factors— Risks Related to Our Business —Our ADSs will be prohibited from trading in the United States under the HFCAA in 2024 if the PCAOB is unable to inspect or fully investigate auditors located in China, or in 2023 if proposed changes to the law are enacted. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.”

Permissions Required from the PRC Authorities for Our Operations

We conduct our business primarily through our PRC subsidiaries and variable interest entities in China. Our operations in China are governed by PRC laws and regulations. As of the date of this annual report, our PRC subsidiaries and variable interest entities have obtained the requisite licenses and permits from the PRC government authorities that are material for the business operations of our holding company and our variable interest entities in China, including, among others, ICP licenses, Courier Service Operation Permits and Practicing License for Medical Institutions. Given the uncertainties of interpretation and implementation of relevant laws and regulations and the enforcement practice by relevant government authorities, we may be required to obtain additional licenses, permits, filings or approvals for the functions and services of our platform in the future. For more detailed information, see “Item 3.D. Key Information—Risk Factors— Risks Related to Doing Business in China—We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of internet-related business and companies such as e-commerce business and internet platforms.”

Furthermore, in connection with our previous issuance of securities to foreign investors, under current PRC laws, regulations and regulatory rules, as of the date of this annual report, we, our PRC subsidiaries and our variable interest entities, (i) are not required to obtain permissions from the China Securities Regulatory Commission, or the CSRC, (ii) are not required to go through cybersecurity review by the Cyberspace Administration of China, or the CAC, and (iii) have not been asked to obtain or were denied such permissions by any PRC authority.

However, the PRC government has recently indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers. For more detailed information, see “Item 3.D. Key Information—Risk Factors—Risks Related to Doing Business in China—The approval of and filing with the CSRC or other PRC government authorities may be required in connection with our offshore offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing.”

Cash and Asset Flows through Our Organization

JD.com, Inc. is a holding company with no operations of its own. We conduct our operations in China primarily through our subsidiaries and consolidated variable interest entities in China. As a result, although other means are available for us to obtain financing at the holding company level, JD.com, Inc.’s ability to pay dividends to the shareholders and to service any debt it may incur may depend upon dividends paid by our PRC subsidiaries and license and service fees paid by our PRC consolidated variable interest entities. If any of our subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to JD.com, Inc. In addition, our PRC subsidiaries are permitted to pay dividends to JD.com, Inc. only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Further, our PRC subsidiaries and consolidated variable interest entities are required to make appropriations to certain statutory reserve funds or may make appropriations to certain discretionary funds, which are not distributable as cash dividends except in the event of a solvent liquidation of the companies. For more details, see “Item 5.B. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Holding Company Structure.”

8

Under PRC laws and regulations, our PRC subsidiaries and consolidated variable interest entities are subject to certain restrictions with respect to paying dividends or otherwise transferring any of their net assets to us. Remittance of dividends by a wholly foreign-owned enterprise out of China is also subject to examination by the banks designated by State Administration of Foreign Exchange, or SAFE. The amounts restricted include the paid-in capital and the statutory reserve funds of our PRC subsidiaries and the net assets of our consolidated variable interest entities in which we have no legal ownership, totaling RMB24.2 billion, RMB28.9 billion and RMB46.4 billion (US$7.3 billion) as of December 31, 2019, 2020 and 2021, respectively. For risks relating to the fund flows of our operations in China, see “Item 3.D. Key Information—Risk Factors—Risks Related to Doing Business in China— We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.”

Under PRC law, JD.com, Inc. may provide funding to our PRC subsidiaries only through capital contributions or loans, and to our PRC consolidated variable interest entities only through loans, subject to satisfaction of applicable government registration that we are not able to make direct capital contribution.

For the year ended December 31, 2019, JD.com, Inc. received repayment of loans of RMB5.2 billion from our intermediate holding companies and subsidiaries. For the years ended December 31, 2020 and 2021, JD.com, Inc. provided loans of RMB13.4 billion and RMB20.9 billion (US$3.3 billion) to our intermediate holding companies and subsidiaries respectively.

Most of the time, our variable interest entities may be funded from intermediate holding companies, but certain VIE with function of comprehensive funds management, may also provide loan to other internal entities within our group. Since these VIEs belong to different business units, these funds transferred among business units can’t offset each other. Therefore, for the years ended December 31, 2019, 2020 and 2021, our consolidated variable interest entities received funding by loans and capital contribution of RMB5.6 billion, RMB3.4 billion and RMB11.7 billion (US$1.8 billion) from our intermediate holding companies, respectively, and also provided loans of RMB1.4 billion for the year ended December 31, 2019 and received repayment of RMB0.3 billion and RMB1.1 billion (US$0.2 billion) for the years ended December 2020 and 2021, respectively.

JD.com, Inc. has not declared or paid any cash dividends in the past. On April 21, 2022, we announced that our board of directors is considering the declaration and payment of a special dividend in cash. If the board decides to proceed, the declaration of dividend will be adopted by resolution on or about May 4, 2022. See “Item 8.A. Financial Information— Consolidated Statements and Other Financial Information—Dividend Policy.” For PRC and United States federal income tax considerations of an investment in our ADSs, see “Item 10.E. Additional Information—Taxation.”

A.    Selected Financial Data

The following table presents the selected consolidated financial information of our company. As of June 30, 2017, we deconsolidated our finance business operated by Jingdong Digits Technology Holding Co., Ltd. (now known as Jingdong Technology Holding Co., Ltd., or JD Technology), as a result of the reorganization of JD Technology. Accordingly, the historical financial results of JD Technology are reflected as discontinued operations in our consolidated financial statements for period from January 1, 2017 to June 30, 2017. Please see “Item 4.A. Information on the Company—History and Development of the Company” for further information. The selected consolidated statements of operations data for the years ended December 31, 2019, 2020 and 2021, selected consolidated balance sheets data as of December 31, 2020 and 2021, selected consolidated cash flow data for the years ended December 31, 2019, 2020 and 2021 have been derived from our audited consolidated financial statements, which are included in this annual report.

The selected consolidated statements of operations data for the years ended December 31, 2017 and 2018, selected consolidated balance sheets data as of December 31, 2017, 2018 and 2019 and selected consolidated cash flow data for the years ended December 31, 2017 and 2018 have been derived from our audited consolidated financial statements not included in this annual report. Our historical results do not necessarily indicate results expected for any future periods. The selected consolidated financial data should be read in conjunction with, and are qualified in their entirety by reference to, our audited consolidated financial statements and related notes and “Operating and Financial Review and Prospects” below. Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP.

9

	For the Year Ended December 31,
	2017			2018			2019			2020			2021
	RMB			RMB			RMB			RMB			RMB			US$
	(in millions, except for share, per share and per ADS data)
Selected Consolidated Statements of Operations Data:
Net Revenues(1):
Net product revenues		331,824			416,109			510,734			651,879			815,655			127,994
Net service revenues		30,508			45,911			66,154			93,923			135,937			21,332
Total net revenues		362,332			462,020			576,888			745,802			951,592			149,326
Cost of revenues		(311,517	)		(396,066	)		(492,467	)		(636,694	)		(822,526	)		(129,072	)
Fulfillment		(25,865	)		(32,010	)		(36,968	)		(48,700	)		(59,055	)		(9,267	)
Marketing		(14,918	)		(19,237	)		(22,234	)		(27,156	)		(38,743	)		(6,080	)
Research and development		(6,652	)		(12,144	)		(14,619	)		(16,149	)		(16,332	)		(2,563	)
General and administrative		(4,215	)		(5,160	)		(5,490	)		(6,409	)		(11,562	)		(1,814	)
Impairment of goodwill and intangible assets		—			(22	)		—			—			—			—
Gain on sale of development properties		—			—			3,885			1,649			767			120
Income/(loss) from operations(2)(3)		(835	)		(2,619	)		8,995			12,343			4,141			650
Other income/(expense):
Share of results of equity investees		(1,927	)		(1,113	)		(1,738	)		4,291			(4,918	)		(772	)
Interest expense		(964	)		(855	)		(725	)		(1,125	)		(1,213	)		(190	)
Others, net(4)		3,847			2,213			7,161			35,310			(590	)		(93	)
Income/(loss) before tax		121			(2,374	)		13,693			50,819			(2,580	)		(405	)
Income tax expenses		(140	)		(427	)		(1,803	)		(1,482	)		(1,887	)		(296	)
Net income/(loss) from continuing operations		(19	)		(2,801	)		11,890			49,337			(4,467	)		(701	)
Net income from discontinued operations, net of tax		7			—			—			—			—			—
Net income/(loss)		(12	)		(2,801	)		11,890			49,337			(4,467	)		(701	)
Net loss from continuing operations attributable to non-controlling interests shareholders		(135	)		(311	)		(297	)		(75	)		(923	)		(145	)
Net loss from discontinued operations attributable to non-controlling interests shareholders		(5	)		—			—			—			—			—
Net income from continuing operations attributable to mezzanine equity classified as non-controlling interests shareholders		—			2			3			7			16			3
Net income from discontinued operations attributable to mezzanine equity classified as non-controlling interests shareholders		281			—			—			—			—			—
Net income/(loss) attributable to ordinary shareholders		(153	)		(2,492	)		12,184			49,405			(3,560	)		(559	)
Including:
Net loss from discontinued operations attributable to ordinary shareholders		(269	)		—			—			—			—			—
Net income/(loss) from continuing operations attributable to ordinary shareholders		116			(2,492	)		12,184			49,405			(3,560	)		(559	)

10

	For the Year Ended December 31,
	2017			2018			2019		2020		2021
	RMB			RMB			RMB		RMB		RMB			US$
	(in millions, except for share, per share and per ADS data)
Net income/(loss) per share
Basic
Continuing operations		0.04			(0.87	)		4.18		16.35		(1.15	)		(0.18	)
Discontinued operations		(0.09	)		—			—		—		—			—
Net income/(loss) per share		(0.05	)		(0.87	)		4.18		16.35		(1.15	)		(0.18	)
Diluted
Continuing operations		0.04			(0.87	)		4.11		15.84		(1.15	)		(0.18	)
Discontinued operations		(0.09	)		—			—		—		—			—
Net income/(loss) per share		(0.05	)		(0.87	)		4.11		15.84		(1.15	)		(0.18	)
Net income/(loss) per ADS(5)
Basic
Continuing operations		0.08			(1.73	)		8.37		32.70		(2.29	)		(0.36	)
Discontinued operations		(0.19	)		—			—		—		—			—
Net income/(loss) per ADS		(0.11	)		(1.73	)		8.37		32.70		(2.29	)		(0.36	)
Diluted
Continuing operations		0.08			(1.73	)		8.21		31.68		(2.29	)		(0.36	)
Discontinued operations		(0.18	)		—			—		—		—			—
Net income/(loss) per ADS		(0.11	)		(1.73	)		8.21		31.68		(2.29	)		(0.36	)
Weighted average number of shares:
Basic		2,844,826,014			2,877,902,678			2,912,637,241		3,021,808,985		3,107,436,665			3,107,436,665
Diluted		2,911,461,817			2,877,902,678			2,967,321,803		3,109,024,030		3,107,436,665			3,107,436,665

(1) Our net revenues include net product revenues and net service revenues. Product sales is further divided into sales of electronics and home appliances products and sales of general merchandise products. Net revenues from electronics and home appliances products include revenues from sales of computer, communication and consumer electronics products as well as home appliances. Net revenues from general merchandise products mainly include revenues from sales of food, beverage and fresh produce, baby and maternity products, furniture and household goods, cosmetics and other personal care items, pharmaceutical and healthcare products, books, automobile accessories, apparel and footwear, bags and jewelry. Net service revenues are further divided into revenues from online marketplace and marketing and revenues from logistics and other services. The following table breaks down our total net revenues by these categories, by amounts and as percentages of total net revenues:

	For the Year Ended December 31,
	2017				2018				2019				2020				2021
	RMB		%		RMB		%		RMB		%		RMB		%		RMB		US$		%
	(in millions, except for percentages)
Electronics and home appliances revenues		236,269		65.2		280,059		60.6		328,703		57.0		400,927		53.8		492,592		77,298		51.8
General merchandise revenues		95,555		26.4		136,050		29.5		182,031		31.5		250,952		33.6		323,063		50,696		33.9
Net product revenues		331,824		91.6		416,109		90.1		510,734		88.5		651,879		87.4		815,655		127,994		85.7
Marketplace and marketing revenues		25,391		7.0		33,532		7.2		42,680		7.4		53,473		7.2		72,118		11,317		7.6
Logistics and other service revenues		5,117		1.4		12,379		2.7		23,474		4.1		40,450		5.4		63,819		10,015		6.7
Net service revenues		30,508		8.4		45,911		9.9		66,154		11.5		93,923		12.6		135,937		21,332		14.3
Total net revenues		362,332		100.0		462,020		100.0		576,888		100.0		745,802		100.0		951,592		149,326		100.0

(2) Includes share-based compensation expenses as follows:

11

	For the Year Ended December 31,
	2017			2018			2019			2020			2021
	RMB			RMB			RMB			RMB			RMB			US$
	(in millions)
Cost of revenues		(28	)		(72	)		(82	)		(98	)		(102	)		(16	)
Fulfillment		(426	)		(419	)		(440	)		(646	)		(882	)		(138	)
Marketing		(136	)		(190	)		(259	)		(347	)		(586	)		(92	)
Research and development		(671	)		(1,163	)		(1,340	)		(1,400	)		(1,781	)		(280	)
General and administrative		(1,520	)		(1,816	)		(1,574	)		(1,665	)		(5,783	)		(907	)

(3) Includes amortization of business cooperation arrangement and intangible assets resulting from assets and business acquisitions as follows:

	For the Year Ended December 31,
	2017			2018			2019			2020			2021
	RMB			RMB			RMB			RMB			RMB			US$
	(in millions)
Fulfillment		(164	)		(168	)		(165	)		(193	)		(220	)		(35	)
Marketing		(1,222	)		(1,232	)		(637	)		(692	)		(854	)		(134	)
Research and development		(84	)		(98	)		(99	)		(99	)		(104	)		(16	)
General and administrative		(308	)		(308	)		(308	)		(309	)		(309	)		(48	)

(4) Interest income was included in Others, net since 2021, and the presentation of prior years was also updated to conform to current presentation.

(5) Each ADS represents two Class A ordinary shares.

	For the Year Ended December 31,
	2017		2018		2019		2020		2021
	RMB		RMB		RMB		RMB		RMB		US$
	(in millions, except for share data)
Selected Consolidated Balance Sheets Data:
Cash and cash equivalents		25,688		34,262		36,971		86,085		70,767		11,105
Restricted cash		4,110		3,240		2,941		4,434		5,926		930
Short-term investments		8,588		2,036		24,603		60,577		114,564		17,978
Accounts receivable, net		16,359		11,110		6,191		7,112		11,900		1,867
Inventories, net		41,700		44,030		57,932		58,933		75,601		11,863
Property, equipment and software, net		12,574		21,083		20,654		22,597		32,944		5,170
Land use rights, net		7,051		10,476		10,892		11,125		14,328		2,248
Operating lease right-of-use assets		—		—		8,644		15,484		19,987		3,136
Investment in equity investees		18,551		31,357		35,576		58,501		63,222		9,921
Investment securities		10,028		15,902		21,417		39,085		19,088		2,995
Other non-current assets		2,228		5,284		6,806		13,316		21,804		3,423
Total assets		184,055		209,165		259,724		422,288		496,507		77,912
Accounts payable		74,338		79,985		90,428		106,818		140,484		22,045
Accrued expenses and other current liabilities		15,118		20,293		24,656		30,035		34,468		5,409
Non-recourse securitization debt		17,160		4,398		—		—		—		—
Unsecured senior notes		6,447		6,786		6,912		12,854		9,386		1,473
Long-term borrowings		—		3,088		3,139		2,936		—		—
Operating lease liabilities		—		—		8,717		15,763		20,386		3,199
Total liabilities		131,666		132,337		159,099		200,669		249,723		39,187
Total mezzanine equity		—		15,961		15,964		17,133		1,212		190
Total JD.com, Inc. shareholders’ equity		52,041		59,771		81,856		187,543		208,911		32,782
Number of outstanding ordinary shares		2,852,663,429		2,894,296,355		2,924,315,263		3,103,499,039		3,110,791,649		3,110,791,649

12

	For the Year Ended December 31,
	2017			2018			2019			2020			2021
	RMB			RMB			RMB			RMB			RMB			US$
	(in millions)
Selected Consolidated Cash Flows Data:
Net cash provided by continuing operating activities		29,342			20,881			24,781			42,544			42,301			6,638
Net cash used in discontinued operating activities		(2,486	)		—			—			—			—			—
Net cash provided by operating activities(6)		26,856			20,881			24,781			42,544			42,301			6,638
Net cash used in continuing investing activities		(21,944	)		(26,079	)		(25,349	)		(57,811	)		(74,248	)		(11,651	)
Net cash used in discontinued investing activities		(17,871	)		—			—			—			—			—
Net cash used in investing activities(6)		(39,815	)		(26,079	)		(25,349	)		(57,811	)		(74,248	)		(11,651	)
Net cash provided by continuing financing activities		5,180			11,220			2,572			71,072			19,503			3,060
Net cash provided by discontinued financing activities		14,055			—			—			—			—			—
Net cash provided by financing activities		19,235			11,220			2,572			71,072			19,503			3,060
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(642	)		1,682			406			(5,082	)		(1,498	)		(235	)
Net increase/(decrease) in cash, cash equivalents and restricted cash		5,634			7,704			2,410			50,723			(13,942	)		(2,188	)
Cash, cash equivalents, and restricted cash at beginning of year, including cash and cash equivalents classified within assets held for sale		24,164			29,798			37,502			39,912			90,635			14,223
Less: cash, cash equivalents, and restricted cash classified within assets held for sale at beginning of year		—			—			—			—			116			18
Cash, cash equivalents, and restricted cash at beginning of year		24,164			29,798			37,502			39,912			90,519			14,205
Cash, cash equivalents and restricted cash at end of year, including cash and cash equivalents classified within assets held for sale		29,798			37,502			39,912			90,635			76,693			12,035
Less: cash, cash equivalents, and restricted cash classified within assets held for sale at end of year		—			—			—			116			—			—
Cash, cash equivalents and restricted cash of continuing operations at end of year		29,798			37,502			39,912			90,519			76,693			12,035

(6) As a result of new accounting guidance adopted on January 1, 2018, the consolidated statements of cash flows were retrospectively adjusted to include restricted cash in cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The impact of the retrospective reclassification on cash flows of operating activities for the year ended December 31, 2017 was an increase of RMB2,035 million. The impact on cash flows of investing activities for the year ended December 31, 2017 was a decrease of RMB2,317 million.

13

Financial Information Related to Our Consolidated Variable Interest Entities

The following table presents the condensed consolidating schedule of financial position for our consolidated variable interest entities and their subsidiaries (collectively, Consolidated Variable Interest Entities or VIEs) and other entities as of the dates presented.

Selected Condensed Consolidated Statements of Income Information

	For the Year Ended December 31, 2021
	Parent			Subsidiaries			Consolidated     Variable Interest Entities			Eliminations			Consolidated     Total
	(RMB in millions)
Net revenues		—			922,629			117,419			(88,456	)		951,592
Third-party revenues		—			892,468			59,124			—			951,592
Inter-company revenues		—			30,161			58,295			(88,456	)		—
Cost of revenues		—			(794,102	)		(104,564	)		76,140			(822,526	)
Fulfillment		—			(59,682	)		(4,657	)		5,284			(59,055	)
Marketing		(4	)		(36,269	)		(3,108	)		638			(38,743	)
Research and development		—			(17,282	)		(5,420	)		6,370			(16,332	)
General and administrative		(465	)		(8,764	)		(2,357	)		24			(11,562	)
Gain on sale of development properties		—			767			—			—			767