Table of Contents

** **

**UNITED STATES SECURITIES AND EXCHANGE COMMISSION********WASHINGTON, D.C. 20549**

 

**FORM 20-F/A**

 

**(Amendment No. 1)**

 

**(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, 2018.**

 

**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)

 

**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 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**                                                             |   | **Trading Symbol** |
|----------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------|--------|--------------------|
| 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)   The NASDAQ Stock Market LLC (The NASDAQ |   | JD                 |
| Class A   ordinary shares, par value   US$0.00002 per share*                                                                            |   | 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.

 

|   | 2,449,222,672 Class A ordinary shares (excluding   the 58,250,658 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 the Share Incentive Plan) and 458,342,517   Class B ordinary shares, par value US$0.00002 per share, as of   December 31, 2018. |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

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 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). x Yes   o 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 x | Accelerated filer o | Non-accelerated filer o | Emerging growth company o |
|---------------------------|---------------------|-------------------------|---------------------------|

 

 

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.  ̈ Yes    ̈ No

 

† 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 which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 
| U.S. GAAP x | International Financial Reporting   Standards as issued by the International Accounting Standards Board o | Other o |
|-------------|-----------------------------------------------------------------------------------------------------------|---------|

 

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**

 
|                   |   |
|------------------------|--------|
| EXPLANATORY NOTE       | 1      |
| Item 19. Exhibits | 2      |
| SIGNATURES             | 9      |

 

----

Table of Contents

 

**EXPLANATORY NOTE**

 

This Amendment No. 1 on Form 20-F/A (the “Amendment”) is being filed by JD.com, Inc. (the “Company,” “we,” “our,” or “us”) to amend the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2018, originally filed with the U.S. Securities Exchange Commission on April 15, 2019 (the “Original Filing”). The Company is filing this Amendment to include the financial statements and related notes of Dada Nexus Limited (“Dada”), Bitauto Holdings Limited (“Bitauto”) and Tuniu Corporation (“Tuniu”), as required by Rule 3-09 of Regulation S-X under the Securities Exchange Act of 1934, as amended (“Rule 3-09”).

 

Rule 3-09 requires, among other things, that separate financial statements for unconsolidated subsidiaries and investees accounted for by the equity method to be included in the Form 20-F when such entities are individually significant. We have determined that our equity method investments in Dada, Bitauto and Tuniu, each of which is not consolidated in our financial statements, were significant under Rule 1-02(w) and Rule 3-09 of Regulation S-X in relation to our financial results for the years ended December 31, 2016 and 2017, and our equity method investments in Dada was also significant under Rule 1-02(w) and Rule 3-09 of Regulation S-X in relation to our financial results for the year ended December 31, 2018. This Amendment is therefore filed to supplement the Original Filing with the inclusion of the financial statements and related notes of Dada, Bitauto and Tuniu as of December 31, 2016, 2017 and 2018 and for the years ended December 31, 2016, 2017 and 2018 (the “Financial Statements of Dada, Bitauto and Tuniu”). In addition, Dada has restated its financial statements as of and for the years ended December 31, 2016 and 2017, all of which are included in the Financial Statements of Dada, Bitauto and Tuniu filed herewith.

 

This Form 20-F/A consists solely of the cover page, this explanatory note, the Financial Statements of Dada, Bitauto and Tuniu, certifications by our chief executive officer and chief financial officer, and the consents of the independent auditor of each of Dada, Bitauto and Tuniu. This Amendment does not affect any other parts of, or exhibits to, the Original Filing, nor does it reflect events occurring after the date of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and with our filings with the U.S. Securities and Exchange Commission subsequent to the Original Filing.

 

1

----

Table of Contents

 
| **Item 19.** |   | **Exhibits** |
|--------------|--------|--------------|

 
| **Exhibit   Number** | ** ** | **Description of Document**                                                                                                                                                                                                                                                                                                                                          |
|----------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.1                  |       | Amended   and Restated Memorandum and Articles of Association of the Registrant   (incorporated herein by reference to Exhibit 3.2 to the registration   statement on Form F-1 (File No. 333-193650), as amended, initially   filed with the Securities and Exchange Commission on January 30, 2014)                                                       |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                           |
| 2.1                  |       | Registrant’s   Specimen American Depositary Receipt (included in Exhibit 2.3)                                                                                                                                                                                                                                                                                        |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                           |
| 2.2                  |       | Registrant’s   Specimen Certificate for Class A Ordinary Shares (incorporated herein by   reference to Exhibit 4.2 to the registration statement on Form F-1   (File No. 333-193650), as amended, initially filed with the Securities   and Exchange Commission on January 30, 2014)                                                             |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                           |
| 2.3                  |       | Deposit   Agreement dated May 21, 2014 among the Registrant, the depositary and   holder of the American Depositary Receipts (incorporated herein by reference   to Exhibit 4.3 to the registration statement on Form S-8 (File   No. 333-198578), filed with the Securities and Exchange Commission on   September 5, 2014)                          |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                           |
| 2.4                  |       | Thirteenth   Amended and Restated Shareholders Agreement between the Registrant and other   parties therein dated March 10, 2014 (incorporated herein by reference   to Exhibit 4.4 to the registration statement on Form F-1 (File   No. 333-193650), as amended, initially filed with the Securities and   Exchange Commission on January 30, 2014) |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                           |
| 2.5                  |       | Form of   Indenture between the Registrant and The Bank of New York Mellon, as trustee   (incorporated by reference to Exhibit 4.1 to the registration statement   on Form F-3 (File No. 333-210795) filed with the Securities and   Exchange Commission on April 18, 2016)                                                                           |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                           |
| 2.6                  |       | First   Supplemental Indenture dated April 29, 2016 between the Registrant and   The Bank of New York Mellon, as trustee (incorporated by reference to   Exhibit 4.1 to the current report on Form 6-K (File   No. 001-36450) furnished to the Securities and Exchange Commission on   April 29, 2016)                                                |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                           |
| 2.7                  |       | Form of   3.125% Notes Due 2021 (included in Exhibit 2.6)                                                                                                                                                                                                                                                                                                            |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                           |
| 2.8                  |       | Form of   3.875% Notes Due 2026 (included in Exhibit 2.6)                                                                                                                                                                                                                                                                                                            |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                           |
| 4.1                  |       | Share   Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the   registration statement on Form F-1 (File No. 333-200450), as   amended, initially filed with the Securities and Exchange Commission on   November 21, 2014)                                                                                                              |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                           |
| 4.2                  |       | Form of   Indemnification Agreement between the Registrant and its directors and   executive officers (incorporated herein by reference to Exhibit 10.2 to   the registration statement on Form F-1 (File No. 333-193650), as   amended, initially filed with the Securities and Exchange Commission on   January 30, 2014)                           |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                           |
| 4.3                  |       | Form of   Employment Agreement between the Registrant and its executive officers   (incorporated herein by reference to Exhibit 10.3 to the registration   statement on Form F-1 (File No. 333-193650), as amended, initially   filed with the Securities and Exchange Commission on January 30, 2014)                                                |

 

2

----

Table of Contents

 
| **Exhibit   Number** | ** ** | **Description of Document**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|----------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.4                  |       | English   translation of the Amended and Restated Loan Agreement between Beijing   Jingdong Century Trade Co., Ltd. and the shareholders of Beijing   Jingdong 360 Degree E-Commerce Co., Ltd. dated November 20, 2017   (incorporated herein by reference to Exhibit 4.4 to the annual report on   Form 20-F filed by the Registrant with the Securities and Exchange   Commission on April 27, 2018)                                                                                                 |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.5                  |       | English   translation of the Amended and Restated Equity Pledge Agreement between   Beijing Jingdong Century Trade Co., Ltd. and the shareholders of Beijing   Jingdong 360 Degree E-Commerce Co., Ltd. dated June 15, 2016   (incorporated herein by reference to Exhibit 4.5 to the annual report on   Form 20-F filed by the Registrant with the Securities and Exchange   Commission on May 1, 2017)                                                                                               |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.6                  |       | English   translation of the Power of Attorney by the shareholders of Beijing Jingdong   360 Degree E-Commerce Co., Ltd. dated June 15, 2016 (incorporated   herein by reference to Exhibit 4.6 to the annual report on   Form 20-F filed by the Registrant with the Securities and Exchange   Commission on May 1, 2017)                                                                                                                                                                                   |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.7†            |       | English   translation of the Second Amended and Restated Exclusive Technology   Consulting and Service Agreement between Beijing Jingdong Century Trade   Co., Ltd. and Beijing Jingdong 360 Degree E-Commerce Co., Ltd.,   dated June 15, 2016                                                                                                                                                                                                                                                                       |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.8                  |       | English   translation of the Amended and Restated Intellectual Property Rights License   Agreement between Beijing Jingdong Century Trade Co., Ltd. and Beijing   Jingdong 360 Degree E-Commerce Co., Ltd. dated December 25, 2013   (incorporated herein by reference to Exhibit 10.8 to the registration   statement on Form F-1 (File No. 333-193650), as amended, initially   filed with the Securities and Exchange Commission on January 30, 2014)                                          |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.9                  |       | English   translation of the Amended and Restated Business Cooperation Agreement   between Beijing Jingdong Century Trade Co., Ltd., Shanghai Shengdayuan   Information Technology Co., Ltd. and Beijing Jingdong 360 Degree   E-Commerce Co., Ltd. dated May 29, 2012 (incorporated herein by   reference to Exhibit 10.9 to the registration statement on Form F-1   (File No. 333-193650), as amended, initially filed with the Securities   and Exchange Commission on January 30, 2014) |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.10                 |       | English   translation of the Amended and Restated Exclusive Purchase Option Agreement   between Beijing Jingdong Century Trade Co., Ltd., Beijing Jingdong 360   Degree E-Commerce Co., Ltd. and the shareholders of Beijing Jingdong 360   Degree E-Commerce Co., Ltd. dated June 15, 2016 (incorporated   herein by reference to Exhibit 4.10 to the annual report on   Form 20-F filed by the Registrant with the Securities and Exchange   Commission on May 1, 2017)                         |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.11                 |       | English   translation of the Business Operations Agreement between Beijing Jingdong   Century Trade Co., Ltd., Beijing Jingdong 360 Degree E-Commerce   Co., Ltd. and the shareholders of Beijing Jingdong 360 Degree E-Commerce   Co., Ltd. dated November 20, 2017 (incorporated herein by reference   to Exhibit 4.11 to the annual report on Form 20-F filed by the   Registrant with the Securities and Exchange Commission on April 27,   2018)                                             |

 

3

----

Table of Contents

 
| **Exhibit   Number** | ** ** | **Description of Document**                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|----------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.12                 |       | English   translation of the Amended and Restated Loan Agreement between Beijing   Jingdong Century Trade Co., Ltd. and the shareholders of Jiangsu   Yuanzhou E-Commerce Co., Ltd. dated June 15, 2016 (incorporated   herein by reference to Exhibit 4.12 to the annual report on Form 20-F   filed by the Registrant with the Securities and Exchange Commission on   May 1, 2017)                                                                  |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.13                 |       | English   translation of the Amended and Restated Equity Pledge Agreement between   Beijing Jingdong Century Trade Co., Ltd. and the shareholders of Jiangsu   Yuanzhou E-Commerce Co., Ltd. dated June 15, 2016 (incorporated   herein by reference to Exhibit 4.13 to the annual report on   Form 20-F filed by the Registrant with the Securities and Exchange   Commission on May 1, 2017)                                                         |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.14                 |       | English   translation of the Power of Attorney by the shareholders of Jiangsu Yuanzhou   E-Commerce Co., Ltd. dated June 15, 2016 (incorporated herein by   reference to Exhibit 4.14 to the annual report on Form 20-F filed   by the Registrant with the Securities and Exchange Commission on May 1,   2017)                                                                                                                                             |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.15†           |       | English   translation of the Second Amended and Restated Exclusive Technology   Consulting and Service Agreement between Beijing Jingdong Century Trade   Co., Ltd. and Jiangsu Yuanzhou E-Commerce Co., Ltd., dated   June 15, 2016                                                                                                                                                                                                                                  |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.16                 |       | English   translation of the Amended and Restated Intellectual Property Rights License   Agreement between Beijing Jingdong Century Trade Co., Ltd. and Jiangsu   Yuanzhou E-Commerce Co., Ltd. dated December 18, 2013 (incorporated   herein by reference to Exhibit 10.15 to the registration statement on   Form F-1 (File No. 333-193650), as amended, initially filed with   the Securities and Exchange Commission on January 30, 2014)    |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.17                 |       | English   translation of the Amended and Restated Exclusive Purchase Option Agreement   between Beijing Jingdong Century Trade Co., Ltd., Jiangsu Yuanzhou   E-Commerce Co., Ltd. and the shareholders of Jiangsu Yuanzhou E-Commerce   Co., Ltd. dated June 15, 2016 (incorporated herein by reference to   Exhibit 4.17 to the annual report on Form 20-F filed by the   Registrant with the Securities and Exchange Commission on May 1, 2017) |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.18                 |       | English   translation of the Business Operations Agreement between Beijing Jingdong   Century Trade Co., Ltd., Jiangsu Yuanzhou E-Commerce Co., Ltd. and   the shareholders of Jiangsu Yuanzhou E-Commerce Co., Ltd. dated   August 25, 2016 (incorporated herein by reference to Exhibit 4.18   to the annual report on Form 20-F filed by the Registrant with the   Securities and Exchange Commission on May 1, 2017)                          |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.19                 |       | Strategic   Cooperation Agreement by and between the Registrant and Tencent Holdings   Limited dated March 10, 2014 (incorporated herein by reference to   Exhibit 10.22 to the registration statement on Form F-1 (File   No. 333-193650), as amended, initially filed with the Securities and Exchange   Commission on January 30, 2014)                                                                                                                  |

 

4

----

Table of Contents

 
| **Exhibit   Number** | ** ** | **Description of Document**                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|----------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.20                 |       | English   translation of Business Cooperation Agreement between the Registrant and   Bitauto Holdings Limited, dated January 9, 2015 (incorporated herein by   reference to Exhibit 99.3 to Schedule 13D (File No. 005-85981)   filed with the Securities and Exchange Commission on February 26, 2015)                                                                                                                                                    |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.21                 |       | Amended   and Restated Investor Rights Agreement by and among Bitauto Holdings Limited,   JD.com Global Investment Limited, Dongting Lake Investment Limited, Morespark   Limited and Baidu Holdings Limited dated June 17, 2016 (incorporated   herein by reference to Exhibit 99.6 to Schedule 13D/A (File   No. 005-85981) filed with the Securities and Exchange Commission on   June 21, 2016)                                                        |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.22†           |       | English   translation of Executed Form of the Equity Pledge Agreement between a   wholly-owned subsidiary of the Registrant and the shareholders of the Chinese   variable interest entity of the Registrant, as currently in effect                                                                                                                                                                                                                                      |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.23†           |       | English   translation of Executed Form of the Power of Attorney by the   shareholders of the Chinese variable interest entity of the Registrant, as   currently in effect                                                                                                                                                                                                                                                                                                 |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.24†           |       | English   translation of Executed Form of the Exclusive Technology Consulting and   Service Agreement between a wholly-owned subsidiary of the Registrant and a   Chinese variable interest entity of the Registrant, as currently in effect                                                                                                                                                                                                                              |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.25†           |       | English   translation of Executed Form of the Business Operations Agreement   between a wholly-owned subsidiary of the Registrant, a Chinese variable   interest entity of the Registrant, and the shareholders of the Chinese   variable interest entity of the Registrant, as currently in effect                                                                                                                                                                       |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.26†           |       | English   translation of Executed Form of the Exclusive Purchase Option Agreement   between a wholly-owned subsidiary of the Registrant, a Chinese variable   interest entity of the Registrant, and the shareholders of the Chinese   variable interest entity of the Registrant, as currently in effect                                                                                                                                                                 |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.27†           |       | English   translation of Executed Form of the Loan Agreement between a   wholly-owned subsidiary of the Registrant and the shareholders of the Chinese   variable interest entity of the Registrant, as currently in effect                                                                                                                                                                                                                                               |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.28                 |       | English   translation of Executed Form of the Termination Agreement between a   wholly-owned subsidiary of the Registrant, a Chinese variable interest entity   of the Registrant, and the former shareholders of a Chinese variable interest   entity, as currently in effect (incorporated herein by reference to   Exhibit 4.29 to the annual report on Form 20-F filed by the   Registrant with the Securities and Exchange Commission on May 1, 2017) |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.29                 |       | English   translation of Executed Form of the Subscription Agreement between a   Chinese variable interest entity of the Registrant and Yonghui, dated   August 7, 2015 (incorporated herein by reference to Exhibit 4.29 to   the annual report on Form 20-F (File No. 001-36450) filed with the   Securities and Exchange Commission on April 18, 2016)                                                                                        |

 

5

----

Table of Contents

 
| **Exhibit   Number** | ** ** | **Description of Document**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|----------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.30                 |       | Investor   Rights Agreement between the Registrant and Newheight Holdings Ltd., dated   June 20, 2016 (incorporated herein by reference to Exhibit 4.35 to   the annual report on Form 20-F filed by the Registrant with the   Securities and Exchange Commission on May 1, 2017)                                                                                                                                                                                                                                                     |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.31                 |       | Framework   Agreement by and among the Registrant, Beijing Jingdong Financial Technology   Holding Co., Ltd. and other parties listed therein, dated March 1,   2017 (incorporated herein by reference to Exhibit 4.36 to the annual   report on Form 20-F filed by the Registrant with the Securities and   Exchange Commission on May 1, 2017)                                                                                                                                                                                 |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.32                 |       | Intellectual   Property License and Software Technology Services Agreement between the   Registrant and Beijing Jingdong Financial Technology Holding Co., Ltd.,   dated March 1, 2017 (incorporated herein by reference to   Exhibit 4.37 to the annual report on Form 20-F filed by the   Registrant with the Securities and Exchange Commission on May 1, 2017)                                                                                                                                                               |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.33                 |       | English   translation of Conditional Share Subscription Agreement by and between Suqian   Jingdong Sanhong Enterprise Management Center (L.P.) and China United Network   Communications Limited, dated August 16, 2017 (incorporated herein by   reference to Exhibit 4.38 to the annual report on Form 20-F filed   by the Registrant with the Securities and Exchange Commission on   April 27, 2018)                                                                                                                              |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.34                 |       | Subscription   Agreement by and among Vipshop Holdings Limited, Windcreek Limited, and   Tencent Mobility Limited, dated December 17, 2017 (incorporated herein   by reference to Exhibit 99.2 to our report on Schedule 13D filed with   the Securities and Exchange Commission with respect to Vipshop Holdings   Limited on January 8, 2018)                                                                                                                                                                                            |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.35                 |       | Investor   Rights Agreement by and among Vipshop Holdings Limited, Windcreek Limited,   Tencent Mobility Limited and other parties listed therein, dated   December 29, 2017 (incorporated herein by reference to Exhibit 99.4   to our report on Schedule 13D filed with the Securities and Exchange   Commission with respect to Vipshop Holdings Limited on January 8, 2018)                                                                                                                                                            |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.36                 |       | English   summary of Strategic Partnership Agreement regarding Dalian Wanda Commercial   Properties Co., Ltd. by and among Dalian Wanda Group Co., Ltd.,   Dalian Wanda Commercial Properties Co., Ltd., Tencent Technology   (Shenzhen) Co., Ltd. and Beijing Jingdong Century Trading   Co., Ltd., dated January 27, 2018 (incorporated herein by reference   to Exhibit 4.41 to the annual report on Form 20-F filed by the   Registrant with the Securities and Exchange Commission on April 27,   2018) |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.37                 |       | Series A   Preference Shares Subscription Agreement by and between Jingdong Express   Group Corporation and purchasers listed therein, dated February 14, 2018   (incorporated herein by reference to Exhibit 4.42 to the annual report   on Form 20-F filed by the Registrant with the Securities and Exchange   Commission on April 27, 2018)                                                                                                                                                                                  |

 

6

----

Table of Contents

 
| **Exhibit   Number** | ** ** | **Description of Document**                                                                                                                                                                                                                                                                                                                    |
|----------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.38                 |       | Shareholders   Agreement of Jingdong Express Group Corporation, dated March 7, 2018   (incorporated herein by reference to Exhibit 4.43 to the annual report   on Form 20-F filed by the Registrant with the Securities and Exchange   Commission on April 27, 2018)                                                                 |
|                 |       |                                                                                                                                                                                                                                                                                                                                                     |
| 4.39                 |       | US$1,000,000,000   Term and Revolving Credit Facilities Agreement dated between the Registrant   and other parties thereto, dated December 21, 2017 (incorporated herein   by reference to Exhibit 4.44 to the annual report on Form 20-F   filed by the Registrant with the Securities and Exchange Commission on April 27,   2018) |
|                 |       |                                                                                                                                                                                                                                                                                                                                                     |
| 4.40†           |       | Investor   Rights Agreement, by and between the Registrant and Google LLC, dated as of   June 18, 2018                                                                                                                                                                                                                                              |
|                 |       |                                                                                                                                                                                                                                                                                                                                                     |
| 4.41†           |       | Subscription   Agreement, by and between the Registrant and Google LLC, dated as of   June 18, 2018                                                                                                                                                                                                                                                 |
|                 |       |                                                                                                                                                                                                                                                                                                                                                     |
| 4.42†           |       | Subscription   Agreement relating to the offering of limited partnership interests in JD   Logistics Properties Core Fund, L.P.                                                                                                                                                                                                                          |
|                 |       |                                                                                                                                                                                                                                                                                                                                                     |
| 4.43†           |       | Share   Purchase Agreement, by and between Jingdong E-Commerce (Logistics) Hong Kong   Corporation Limited, as sellers, and JD Star Development X (HK) Limited, as   purchaser, dated as of February 27, 2019                                                                                                                                       |
|                 |       |                                                                                                                                                                                                                                                                                                                                                     |
|                 |       | ***(Portions   of this exhibit have been omitted pursuant to Rule 406 under the   Securities Act)***                                                                                                                                                                                                                                                |
|                 |       |                                                                                                                                                                                                                                                                                                                                                     |
| 8.1†            |       | List   of Principal Subsidiaries and Consolidated Variable Interest Entities                                                                                                                                                                                                                                                                             |
|                 |       |                                                                                                                                                                                                                                                                                                                                                     |
| 11.1                 |       | Code   of Business Conduct and Ethics of the Registrant (incorporated herein by   reference to Exhibit 99.1 to the registration statement on Form F-1   (File No. 333-193650), as amended, initially filed with the Securities   and Exchange Commission on January 30, 2014)                                                        |
|                 |       |                                                                                                                                                                                                                                                                                                                                                     |
| 12.1*                |       | Certification by Principal Executive Officer Pursuant   to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                            |
|                 |       |                                                                                                                                                                                                                                                                                                                                                     |
| 12.2*                |       | Certification by Principal Financial Officer Pursuant   to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                            |
|                 |       |                                                                                                                                                                                                                                                                                                                                                     |
| 13.1**               |       | Certification by Principal Executive Officer Pursuant   to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                            |
|                 |       |                                                                                                                                                                                                                                                                                                                                                     |
| 13.2**               |       | Certification by Principal Financial Officer Pursuant   to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                            |
|                 |       |                                                                                                                                                                                                                                                                                                                                                     |
| 15.1†           |       | Consent   of PricewaterhouseCoopers Zhong Tian LLP                                                                                                                                                                                                                                                                                                       |
|                 |       |                                                                                                                                                                                                                                                                                                                                                     |
| 15.2†           |       | Consent   of Zhong Lun Law Firm                                                                                                                                                                                                                                                                                                                          |
|                 |       |                                                                                                                                                                                                                                                                                                                                                     |
| 15.3*                |       | Consent of Deloitte Touche Tohmatsu Certified Public   Accountants LLP regarding the opinion in Exhibit 99.1                                                                                                                                                                                                                                        |
|                 |       |                                                                                                                                                                                                                                                                                                                                                     |
| 15.4*                |       | Consent of Deloitte Touche Tohmatsu Certified Public   Accountants LLP regarding the opinion in Exhibit 99.2                                                                                                                                                                                                                                        |

 

7

----

Table of Contents

 
| **Exhibit   Number** | ** ** | **Description of Document**                                                                                                                                                |
|----------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 15.5*                |       | Consent of PricewaterhouseCoopers Zhong Tian LLP   regarding the opinion in Exhibit 99.3                                                                                        |
|                 |       |                                                                                                                                                                                 |
| 15.6*                |       | Consent of PricewaterhouseCoopers Zhong Tian LLP   regarding the opinion in Exhibit 99.4                                                                                        |
|                 |       |                                                                                                                                                                                 |
| 99.1*                |       | Consolidated Financial Statements of Dada Nexus   Limited as of and for the years ended December 31, 2016 (Restated) and   2017 (Restated)                                      |
|                 |       |                                                                                                                                                                                 |
| 99.2*                |       | Consolidated Financial Statements of Dada Nexus   Limited as of December 31, 2017 and 2018 and for each of the three years   in the period ended December 31, 2018         |
|                 |       |                                                                                                                                                                                 |
| 99.3*                |       | Consolidated   Financial Statements of Bitauto Holdings Limited as of December 31, 2017   and 2018 and for each of the three years in the period ended   December 31, 2018 |
|                 |       |                                                                                                                                                                                 |
| 99.4*                |       | Consolidated   Financial Statements of Tuniu Corporation as of December 31, 2017 and   2018  and for each of the three years   in the period ended December 31, 2018  |
|                 |       |                                                                                                                                                                                 |
| 101.INS†        |       | XBRL Instance Document                                                                                                                                                               |
|                 |       |                                                                                                                                                                                 |
| 101.SCH†        |       | XBRL Taxonomy Extension   Schema Document                                                                                                                                            |
|                 |       |                                                                                                                                                                                 |
| 101.CAL†        |       | XBRL Taxonomy Extension   Calculation Linkbase Document                                                                                                                              |
|                 |       |                                                                                                                                                                                 |
| 101.DEF†        |       | XBRL Taxonomy Extension   Definition Linkbase Document                                                                                                                               |
|                 |       |                                                                                                                                                                                 |
| 101.LAB†        |       | XBRL Taxonomy Extension   Label Linkbase Document                                                                                                                                    |
|                 |       |                                                                                                                                                                                 |
| 101.PRE†        |       | XBRL Taxonomy Extension   Presentation Linkbase Document                                                                                                                             |

 

----

| † |   | Filed on April 15,   2019 |
|--------|--------|--------------------------------|
|   |   |                           |
| *      |   | Filed herewith                 |
|   |   |                           |
| **     |   | Furnished herewith             |

 

8

----

Table of Contents

 

**SIGNATURES**

 

The registrant hereby certifies that it meets all of the requirements for filing its annual report on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 
|                     |   | JD.com, Inc. |
|--------------------------|--------|-------------------|
|                     |   |              |
|                     |   |              |
|                     |   | By:               | /s/ Richard Qiangdong Liu |
|                     |   | Name:             | Richard Qiangdong Liu |
|                     |   | Title:            | Chairman and Chief Executive Officer |
|                     |   |              |   |
| Date: June 28, 2019 |   |              |   |

 

9

----