[This is a public offering of American depositary shares, or ADSs, of JD.com, Inc. We are not selling any ADSs. The selling shareholders identified in this prospectus are selling 26,003,171 ADSs. Each ADS represents two of our Class A ordinary shares, par value US$0.00002 per share. We will not receive any proceeds from the sale of ADSs by the selling]
[This is a public offering of American depositary shares, or ADSs, of JD.com, Inc. We are not selling any ADSs. The selling shareholders identified in this prospectus are selling 26,003,171 ADSs. Each ADS represents two of our Class A ordinary shares, par value US$0.00002 per share. We will not receive any proceeds from the sale of ADSs by the selling]
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[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) Copies to: Z.] [Our ref RDS/688087-000001/7617599v2 Direct tel +852 2971 3046 Email richard .spooner@maplesandcalder.com JD.com, Inc. 10th Floor, Building A, North Star Century Center No. 8 Beichen West Street, Chaoyang District Beijing 100101 Peoples Republic of China 2 December 2014 Dear Sirs JD.com, Inc. Company Registration Statement Offering ADSs Shares We have acted as Cayman Islands legal advisers to JD.com, Inc. (the ] [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 to]
[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) Copies to: Z.] [Our ref RDS/688087-000001/7617599v2 Direct tel +852 2971 3046 Email richard .spooner@maplesandcalder.com JD.com, Inc. 10th Floor, Building A, North Star Century Center No. 8 Beichen West Street, Chaoyang District Beijing 100101 Peoples Republic of China 2 December 2014 Dear Sirs JD.com, Inc. Company Registration Statement Offering ADSs Shares We have acted as Cayman Islands legal advisers to JD.com, Inc. (the ] [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 to]
[Amendment No. 1 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) [ ] American Depositary Receipts Representing [ ] Class A Ordinary Shares UNDERWRITING AGREEMENT December [ ], 2014 Merrill Lynch, Pierce, Fenner & Smith Incorporated 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 299] [Our ref RDS/688087-000001/7617599v2 Direct tel +852 2971 3046 Email richard .spooner@maplesandcalder.com JD.com, Inc. 10th Floor, Building A, North Star Century Center No. 8 Beichen West Street, Chaoyang District Beijing 100101 Peoples Republic of China 2 December 2014 Dear Sirs JD.com, Inc. Company Registration Statement Offering ADSs Shares We have acted as Cayman Islands legal advisers to JD.com, Inc. (the ] [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 to]
[Amendment No. 1 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) [ ] American Depositary Receipts Representing [ ] Class A Ordinary Shares UNDERWRITING AGREEMENT December [ ], 2014 Merrill Lynch, Pierce, Fenner & Smith Incorporated 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 299] [Our ref RDS/688087-000001/7617599v2 Direct tel +852 2971 3046 Email richard .spooner@maplesandcalder.com JD.com, Inc. 10th Floor, Building A, North Star Century Center No. 8 Beichen West Street, Chaoyang District Beijing 100101 Peoples Republic of China 2 December 2014 Dear Sirs JD.com, Inc. Company Registration Statement Offering ADSs Shares We have acted as Cayman Islands legal advisers to JD.com, Inc. (the ] [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 to]
[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) Copies to: Z.] [Our ref RDS/688087-000001/7617599v1 Direct tel +852 2971 3046 Email richard .spooner@maplesandcalder.com JD.com, Inc. 10th Floor, Building A, North Star Century Center No. 8 Beichen West Street, Chaoyang District Beijing 100101 Peoples Republic of China [ · ] November 2014 Dear Sirs JD.com, Inc. Company Registration Statement Offering ADSs Shares We have acted as Cayman Islands legal advisers to JD.com, Inc.] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] November 21, 2014 JD.com Inc. 10th Floor, Building A, North Star Century Center Re: American Depositary Shares of JD.com Inc. (the Company) Ladies and Gentlemen: November 21, 2014 (the Registration Statement). In connection with rendering the opinion set forth below, we have examined and relied on originals or copies of the] [JD.COM, INC. SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan The purpose of the Share Incentive Plan (the a company incorporated under the laws of the Cayman Islands Company (the ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular] [List of Principal Subsidiaries and Consolidated Variable Interest Entities of JD.com, Inc. Subsidiaries Place of Incorporation Jingdong Technology Group Corporation Cayman Islands Jingdong Logistics Group Corporation Cayman Islands 360buy E-Commerce (JingDong) Hong Kong Co., Ltd. Hong Kong Jingdong E-Commerce (Trade) Hong Kong Co., Ltd. (formerly known as 360buy E-Commerce (Trade) Hong Kong Co., Ltd.) Hong Kong Jingdong E-Commerce (Logistics) Hong] [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 to] [LEGAL OPINION To: JD.com, Inc. 10th Floor, Building A, North Star Century Center No. 8 Beichen West Street, Chaoyang District Beijing 100101 Peoples Republic of China November 21, 2014 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the Peoples Republic of China (the 2. Company We act as the PRC counsel to JD.com, Inc. (the Offering]
[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) Copies to: Z.] [Our ref RDS/688087-000001/7617599v1 Direct tel +852 2971 3046 Email richard .spooner@maplesandcalder.com JD.com, Inc. 10th Floor, Building A, North Star Century Center No. 8 Beichen West Street, Chaoyang District Beijing 100101 Peoples Republic of China [ · ] November 2014 Dear Sirs JD.com, Inc. Company Registration Statement Offering ADSs Shares We have acted as Cayman Islands legal advisers to JD.com, Inc.] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] November 21, 2014 JD.com Inc. 10th Floor, Building A, North Star Century Center Re: American Depositary Shares of JD.com Inc. (the Company) Ladies and Gentlemen: November 21, 2014 (the Registration Statement). In connection with rendering the opinion set forth below, we have examined and relied on originals or copies of the] [JD.COM, INC. SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan The purpose of the Share Incentive Plan (the a company incorporated under the laws of the Cayman Islands Company (the ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular] [List of Principal Subsidiaries and Consolidated Variable Interest Entities of JD.com, Inc. Subsidiaries Place of Incorporation Jingdong Technology Group Corporation Cayman Islands Jingdong Logistics Group Corporation Cayman Islands 360buy E-Commerce (JingDong) Hong Kong Co., Ltd. Hong Kong Jingdong E-Commerce (Trade) Hong Kong Co., Ltd. (formerly known as 360buy E-Commerce (Trade) Hong Kong Co., Ltd.) Hong Kong Jingdong E-Commerce (Logistics) Hong] [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 to] [LEGAL OPINION To: JD.com, Inc. 10th Floor, Building A, North Star Century Center No. 8 Beichen West Street, Chaoyang District Beijing 100101 Peoples Republic of China November 21, 2014 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the Peoples Republic of China (the 2. Company We act as the PRC counsel to JD.com, Inc. (the Offering]
