[PARTNERS JOHN ADEBIYI ¨ CHRISTOPHER W. BETTS EDWARD H.P. LAM ¨ * G.S. PAUL MITCHARD QC ¨ CLIVE W. ROUGH ¨ JONATHAN B. STONE * ALEC P. TRACY * ¨ (ALSO ADMITTED IN ENGLAND & WALES) * (ALSO ADMITTED IN NEW YORK) REGISTERED FOREIGN LAWYERS WILL H. CAI (CALIFORNIA) Z. JULIE GAO (CALIFORNIA) BRADLEY A. KLEIN (ILLINOIS) RORY MCALPINE (ENGLAND]
[AMENDMENT NO. 4 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JD.com, Inc. Not Applicable Cayman Islands (State or other jurisdiction of 5990 (Primary Standard Industrial Not Applicable (I.R.S. Employer 10th Floor, Building A, North Star Century Center Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including area code, of agent for service)] [JD.COM, INC. (an exempted company incorporated in the Cayman Islands) 93,685,620 American Depositary Receipts Representing 187,371,240 Class A Ordinary Shares UNDERWRITING AGREEMENT [ · ], 2014 Merrill Lynch, Pierce, Fenner & Smith UBS Securities LLC as Representatives of the several Underwriters c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park c/o UBS Securities LLC Ladies and Gentlemen: JD.com,] [DEPOSIT AGREEMENT DEPOSIT AGREEMENT Company Depositary W I T N E S S E T H T H A T: WHEREAS , the Company desires to establish an ADR facility with the Depositary to provide for the deposit of the Shares and the creation of American Depositary Shares representing the Shares so deposited; and WHEREAS , the Depositary is willing] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of JD.com, Inc. of our report dated March 19 , 2014 relating to the consolidated financial statements of JD.com, Inc. , which appears in such Registration Statement. We also consent to the reference to us under the heading Experts in] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of JD.com, Inc. of our report dated March 19 , 2014 relating to the combined financial statements of two e-Commerce platforms, www.paipai.com website and www.wanggou.com website of Tencent Holdings Limited , which appears in such Registration Statement. We also consent]
[Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, NY 10036 UBS Securities LLC 299 Park Avenue New York, NY 10171 VIA EDGAR AND FACSIMILE May 19 , 201 4 Mara L. Ransom, Assistant Director Daniel Porco, Staff Attorney William Thompson, Accounting Branch Chief Anthony Watson, Staff Accountant Division of Corporation Finance 100 F Street, N.E. Re:]
[Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, NY 10036 UBS Securities LLC 299 Park Avenue New York, NY 10171 VIA EDGAR AND FACSIMILE May 19 , 201 4 Mara L. Ransom, Assistant Director Daniel Porco, Staff Attorney William Thompson, Accounting Branch Chief Anthony Watson, Staff Accountant Division of Corporation Finance 100 F Street, N.E. Re:]
[[Letterhead of JD.com, Inc.] May 19, 2014 VIA EDGAR Division of Corporation Finance 100 F Street, N.E. Attention: Mara L. Ransom, Assistant Director Daniel Porco, Staff Attorney William Thompson, Accounting Branch Chief Anthony Watson, Staff Accountant Re: JD.com, Inc. Registration Statement on Form F-1 (Registration No. 333-193650) Registration Statement on Form 8-A (Registration No. 001-36450) Dear Ladies and Gentlemen: If]
[Issuer Free Writing Prospectus Registration No. 333-193650 May 19, 2014 JD.com, Inc. , 2014 , or Amendment No. 4, by visiting EDGAR on the SEC website at http://www.sec.gov/Archives/edgar/data/1549802/000104746914005020/a2220187zf-1a.htm The following information supplements and updates the information contained in the Companys preliminary prospectus dated May 9, 2014. All references to page numbers are to page numbers in Amendment No. 4. (1)]
[Issuer Free Writing Prospectus Registration No. 333-193650 May 19, 2014 JD.com, Inc. , 2014 , or Amendment No. 4, by visiting EDGAR on the SEC website at http://www.sec.gov/Archives/edgar/data/1549802/000104746914005020/a2220187zf-1a.htm The following information supplements and updates the information contained in the Companys preliminary prospectus dated May 9, 2014. All references to page numbers are to page numbers in Amendment No. 4. (1)]
[Pre-Effective Amendment No. 1 to FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS JD.com, Inc. (Exact name of issuer of deposited securities as specified in its charter) Not Applicable Cayman Islands ) (Jurisdiction of incorporation or organization of issuer Deutsche Bank Trust Company Americas ) (Exact name of depositary] [DEPOSIT AGREEMENT by and among JD. COM, INC. as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER Dated as of [●], 20[●] DEPOSIT AGREEMENT DEPOSIT AGREEMENT Company Depositary W I T N E S S E T H T H A T: WHEREAS]
