[FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JD.com, Inc. Cayman Islands Not Applicable (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 10th Floor, Building A, North Star Century Center 2013 Share Incentive Plan (Full title of the plan) Law Debenture Corporate Services Inc. 400 Madison Avenue, 4th Floor New York, New York 10017] [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] [Our Ref SSY/688087-000001/7399830v2 Direct tel +852 3690 7498 Email sophie.yu@maplesandcalder.com 10th Floor, Building A, North Star Century Center No. 8 Beichen West Street Chaoyang District, Beijing 100101 The People’s Republic of China 5 September 2014 Dear Sirs JD.com, Inc. (the “Company”) Registration Statement 267,501,132 Class A Shares Plan Ordinary Shares of par value US$0.00002 in the capital of the Company] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 19, 2014 relating to the consolidated financial statements of JD.com, Inc., which appears in Amendment No. 4 to the Registration Statement on Form F-1 (File No. 333-193650) filed on May 19, 2014. PricewaterhouseCoopers] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 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 Amendment No. 4 to the Registration Statement on]