Registration statement pursuant to section 12(b) or 12(g) of the securities exchange act of 1934


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Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 20-F

 

(Mark One)

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

OR

 

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

For the fiscal year ended December 31, 2015.

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

The People’s Republic of China

(Address of principal executive offices)

 

Sidney Xuande Huang, 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

The People’s Republic of China

(Name, Telephone, Email 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

 

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)

 

The NASDAQ Stock Market LLC

(The NASDAQ Global Select Market)

Class A ordinary shares, par value

US$0.00002 per share*

 

The NASDAQ Stock Market LLC

(The NASDAQ Global Select Market)

 

*  Not for trading, but only in connection with the listing on The NASDAQ Global Select Market of American depositary shares.

 

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.

 

 

2,313,578,195 Class A ordinary shares and 480,178,455 Class B ordinary shares, par value US$0.00002 per share, as of December 31, 2015.

 

 

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

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). x Yes   o No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filerx

 

Accelerated filero

 

Non-accelerated filero

 

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

 

U.S. GAAPx

 

International Financial Reporting Standards as issued

by the International Accounting Standards Board o

 

Othero

 

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.o Item 17   o 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).o Yes  x 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. o Yes   o No

 

 

 

Table of Contents

 

TABLE OF CONTENTS

 

 

 

Page

 

 

 

INTRODUCTION

1

FORWARD-LOOKING INFORMATION

1

PART I

 

2

 

Item 1.

Identity of Directors, Senior Management and Advisers

2

 

Item 2.

Offer Statistics and Expected Timetable

2

 

Item 3.

Key Information

2

 

Item 4.

Information on the Company

48

 

Item 4A.

Unresolved Staff Comments

82

 

Item 5.

Operating and Financial Review and Prospects

83

 

Item 6.

Directors, Senior Management and Employees

107

 

Item 7.

Major Shareholders and Related Party Transactions

118

 

Item 8.

Financial Information

121

 

Item 9.

The Offer and Listing

122

 

Item 10.

Additional Information

123

 

Item 11.

Quantitative and Qualitative Disclosures about Market Risk

134

 

Item 12.

Description of Securities Other than Equity Securities

135

PART II

137

 

Item 13.

Defaults, Dividend Arrearages and Delinquencies

137

 

Item 14.

Material Modifications to the Rights of Security Holders and Use of Proceeds

137

 

Item 15.

Controls and Procedures

137

 

Item 16A.

Audit Committee Financial Expert

138

 

Item 16B.

Code of Ethics

138

 

Item 16C.

Principal Accountant Fees and Services

138

 

Item 16D.

Exemptions from the Listing Standards for Audit Committees

139

 

Item 16E.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

139

 

Item 16F.

Change in Registrant’s Certifying Accountant

139

 

Item 16G.

Corporate Governance

139

 

Item 16H.

Mine Safety Disclosure

140

PART III

140

 

Item 17.

Financial Statements

140

 

Item 18.

Financial Statements

140

 

Item 19.

Exhibits

140

SIGNATURES

 

144

 

i

Table of Contents

 

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 from core business” are to annual active customer accounts excluding Paipai.com unique customers, while “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 direct sales and online marketplace, which include Paipai.com, or Paipai, since the third quarter of 2014 after our acquisition of it from Tencent Holdings Limited on March 10, 2014;

 

·                  “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;

 

·                  “core GMV” are to GMV excluding that from Paipai.com, while “GMV” are to the total value of all orders for products and services placed in our online direct sales business and on our online marketplaces, regardless of whether the goods are sold or delivered or whether the goods are returned. GMV includes the value from orders placed on our website and mobile applications as well as orders placed on third-party mobile applications that are fulfilled by us or by our third-party merchants. Our calculation of GMV includes shipping charges paid by buyers to sellers and excludes (i) any transactions in our B2C business with order value exceeding RMB2,000 (US$309) that are not ultimately sold or delivered, (ii) products or services on our C2C marketplace, Paipai.com, with list prices above RMB100,000 (US$15,437), and (iii) transactions conducted by buyers on Paipai.com who make purchases exceeding RMB1,000,000 (US$154,373) in the aggregate in a single day;

 

·                  “orders fulfilled for core business” are to orders fulfilled excluding orders from Paipai.com, while “orders fulfilled” are to the total number of orders delivered, including the orders for products and services sold in our online direct sales business and on our online marketplaces, net of orders returned;

 

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

 

·                  “we,” “us,” “our company” and “our” are to JD.com, Inc., its subsidiaries and its consolidated variable interest entities.

 

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,” “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 sellers;

 

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Table of Contents

 

·                  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 an 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.

 

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