UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM
20-F/A



(Amendment
No. 1)

(Mark One)



| ̈                                                                                                                                                                                                                                                       | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (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, 2016                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                        |                                                                                               
|OR                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                        |                                                                                               
| ̈                                                                                                                                                                                                                                                       | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934      
|                                                                                                                                                                                                                                                        |                                                                                               
|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
        
        For the transition period from 
        to                                                                                                                                  
|Commission file number 001-36896                                                                                                                                                                                                                       
|JMU Limited                                                                                                                                                                                                                                            
|(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)                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                       
|North Guoquan Road 1688 Long
        No. 75, Building A8, 6F
        Yangpu District, Shanghai 200438
        People’s Republic of China                                                                                                               
|(Address of principal executive offices)                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                       
|Frank Zhigang Zhao
        Chief Financial Officer
        North Guoquan Road 1688 Long
        JMU Limited
        No. 75, Building A8, 6F
        Yangpu District, Shanghai 200438
        People’s Republic of China
        Phone: +86 21 6015 1166
|(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)                                                                                                                                                                
|                                                                                                                                                                                                                                                       
|Securities registered or to be registered pursuant to Section 12(b) of the Act:                                                                                                                                                                        
|                                                                                                                                                                                                                                                       



|Title of Each Class                                                                               |  | Name of each exchange on which registered
|------------------------------------------------------------------------------------------------- |  | -----------------------------------------
|American Depositary Shares, each representing 18 ordinary shares,
 par value US$0.00001 per share |  | The NASDAQ Global Market                 



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.



1,475,645,946 Ordinary Shares (excluding 562,724 ordinary shares
in the form of ADS that are reserved for issuance upon the exercise of outstanding options) as of December 31, 2016



Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.

 ̈ Yes
   x 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.

 ̈ 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.

 ̈ Yes
   x No



Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).

 ̈ Yes
   x 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. (Check one):



|Large accelerated filer ̈ | Accelerated filerx      
|------------------------ | ------------------------
|Non-accelerated filer ̈   | Emerging growth companyx

(Do not
check if a smaller reporting company)



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. ̈



† 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. GAAPx | International Financial Reporting Standards as issued by the International Accounting Standards Board ̈ | Other   ̈
|---------- | ------------------------------------------------------------------------------------------------------ | --------



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.

 ̈ Item
17     ̈ 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).

 ̈ 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.

 ̈ Yes
    ̈ No


















TABLE OF CONTENTS



|EXPLANATORY NOTES | 2                      
|----------------- | -----------------------
|                  |                        
|PART II           |                        
|Item 15.          | Controls and Procedures
|                  |                        
|PART III          |                        
|Item 19.          | Exhibits               



i







EXPLANATORY
NOTES



This amendment No. 1 (“Amendment No.
1”) to our annual report on Form 20-F for the fiscal year ended December 31, 2016 (the “2016 Form 20-F”) hereby
amends and restates Item 15. Control and Procedures. The 2016 Form 20-F was originally filed with the Securities and Exchange Commission
on May 26, 2017 (the “Original Report”). This Amendment No. 1 is prepared solely for the purposes of correcting an
inadvertent misstatement about the effectiveness of our disclosure controls and procedures.



This Amendment No. 1 speaks as of the filing
date of the Original Report. Other than as set forth above, this Amendment No. 1 does not, and does not purport to, amend, update
or restate any other information or disclosure included in the 2016 Form 20-F or reflect any events that have occurred since May
26, 2017.



As required by Rule 12b-15 of the Securities
and Exchange Act of 1934, as amended, we are also filing the certifications required under Section 302 of the Sarbanes-Oxley Act
of 2002 as exhibits to this Amendment
No. 1.



PART
II



| | Item 15. | Controls and Procedures.
| | -------- | ------------------------



Evaluation of Disclosure Controls and
Procedures



Our management, with the participation of
our chief executive officer and chief financial officer, has performed an evaluation of the effectiveness of our disclosure controls
and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report, as required
by Rule 13a-15(b) under the Exchange Act.



Based upon that evaluation, our management
has concluded that, in light of the material weakness of our internal controls over financial reporting identified below, as of
December 31, 2016, our disclosure controls and procedures were ineffective in ensuring that the information required to be disclosed
by us in the reports that we file and furnish under the Exchange Act was recorded, processed, summarized and reported within the
time periods specified in the SEC’s rules and forms, and that the information required to be disclosed by us in the reports
that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive
officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.



Management’s Annual Report on Internal
Control over Financial Reporting



Our management is responsible for establishing
and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process
designed under the supervision of our chief executive officer and chief financial officer to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes
in accordance with U.S. generally accepted accounting principles.



After our acquisition of JMU HK, the scope
of our internal controls over financial reporting was also enlarged significantly. We also performed a related assessment based
on this new control environment and change in scope.



Management assessed the effectiveness of
our internal control over financial reporting as of December 31, 2016. In making this assessment, management used the framework
set forth in the report Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company’s internal control system,
including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication and (v)
monitoring.



Based on that evaluation, our management
concluded that these controls were not effective at December 31, 2016. We did not maintain sufficient controls over financial reporting
processes due to an insufficient complement of internal personnel with a level of accounting knowledge, experience and training
in the application of U.S. GAAP to ensure that the consolidated financial statements were prepared in compliance with U.S. GAAP
and SEC requirements properly. This deficiency constitutes as a material weakness of our internal control over financial reporting.



2







Attestation Report of the Registered
Public Accounting Firm



This annual report does not include an attestation
report of our registered public accounting firm pursuant to the transition periods established by rules of the SEC for an Emerging
Growth Company.



Changes in Internal Control over Financial
Reporting



We identified four material weaknesses
in internal control over financial reporting during our preparation of the financial statements for the year ended December 31,
2015:(i) lack of accounting personnel with appropriate knowledge
of accounting principles generally accepted in the United States of America, or U.S. GAAP, (ii) lack of comprehensive accounting
policies and procedures manual in accordance with U.S. GAAP, (iii) lack of risk assessment process, and (iv) lack of qualified
internal control team with sufficient control experience. Since then, we have implemented the following measures to remediate these
material weakness:



·We
hired a reporting manager in the first half of 2016 with experience in U.S. GAAP accounting and reporting, skills and knowledge
in the preparation of financial statements under the requirements of U.S. GAAP and financial reporting disclosure under the requirement
of SEC rules. This reporting manager has been involved in preparing and reviewing our consolidated financial statements under
U.S. GAAP;



·We
hired a controlling manager responsible for internal control establishment and implementation in the first half of 2016 with years
of working experience in one of big 4 accounting firms as well as rich experience in internal control, skills and knowledge in
the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or
COSO framework;



·We
established comprehensive accounting policies and procedures manual in accordance with U.S. GAAP in the first half of 2016 which
is monitored by the reporting manager on a continuing basis;



·We
established, implemented and improved internal control system including entity level and process level key controls as well as
policies monitored by the controlling manager according to COSO framework during 2016. Risk assessment and control evaluation
process were conducted by the controlling manager in 2016;



As a result, material weakness (ii)
to (iv)in internal control over financial reporting have been
remediated. However, we still have an insufficient number of financial reporting personnel with an appropriate level of knowledge,
experience and training in application of U.S. GAAP and SEC rules and regulations commensurate with our reporting requirements.
We will (i) hire additional qualified financial reporting personnel with
U.S. GAAP and SEC reporting experience, and, (ii) improve the capabilities of existing financial reporting personnel through training
and education in the accounting and reporting requirements under U.S. GAAP, and SEC rules and regulations. In addition, we will
establish effective monitoring and oversight controls for non-recurring and complex transactions to ensure the accuracy and completeness
of the Company’s consolidated financial statements and related disclosures.



PART
III



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



|Exhibit No. |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                         
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1         |  | Third Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated by reference to exhibit 3.1 to our F-1 registration statement (File No. 333-201413) initially filed with the SEC on January 9, 2015)                                                                                                         
|            |  |                                                                                                                                                                                                                                                                                                                                                
|2.1         |  | Deposit Agreement by and among the Registrant and Citibank, N.A., as Depositary, and the Holders and Beneficial Owners of the American Depositary Shares issued thereunder, dated as of April 13, 2015 (incorporated by reference to exhibit 4.3 to our S-8 registration statement (File No. 333-206466) filed with the SEC on August 19, 2015)





3







|2.2  |  | Specimen American Depositary Receipt (included in Exhibit 2.1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.3  |  | Specimen Certificate for Ordinary Shares (incorporated by reference to exhibit 4.2 to our F-1 registration statement (File No. 333-201413) initially filed with the SEC on January 9, 2015)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.1  |  | Amended and Restated 2011 Share Incentive Plan (incorporated by reference to exhibit 10.1 to our S-8 registration statement (File No. 333-206466) filed with the SEC on August 19, 2015)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.2  |  | Master Exclusive Service Agreement, dated as of May 13, 2015, by and among Shanghai Zhongming Supply Chain Management Co., Ltd., Shanghai Zhongmin Supply Chain Management Co., Ltd. and the shareholder of Shanghai Zhongmin Supply Chain Management Co., Ltd.(incorporated by reference to exhibit 4.10 to our annual report on Form 20-F filed with the SEC on April 29, 2016)                                                                                                                                                                                                                                                                                                                             
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.3  |  | Business Cooperation Agreement, dated as of May 13, 2015, by and among Shanghai Zhongming Supply Chain Management Co., Ltd., Shanghai Zhongmin Supply Chain Management Co., Ltd. and the shareholder of Shanghai Zhongmin Supply Chain Management Co., Ltd. (incorporated by reference to exhibit 4.11 to our annual report on Form 20-F filed with the SEC on April 29, 2016)                                                                                                                                                                                                                                                                                                                                
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.4  |  | Exclusive Option Agreement, dated as of May 13, 2015, by and among Shanghai Zhongming Supply Chain Management Co., Ltd., Shanghai Zhongmin Supply Chain Management Co., Ltd. and the shareholder of Shanghai Zhongmin Supply Chain Management Co., Ltd. (incorporated by reference to exhibit 4.12 to our annual report on Form 20-F filed with the SEC on April 29, 2016)                                                                                                                                                                                                                                                                                                                                    
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.5  |  | Equity Interest Pledge Agreement, dated as of May 13, 2015, by and among Shanghai Zhongming Supply Chain Management Co., Ltd., Shanghai Zhongmin Supply Chain Management Co., Ltd. and the shareholder of Shanghai Zhongmin Supply Chain Management Co., Ltd. (incorporated by reference to exhibit 4.13 to our annual report on Form 20-F filed with the SEC on April 29, 2016)                                                                                                                                                                                                                                                                                                                              
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.6  |  | Proxy Agreement and Power of Attorney, dated as of May 13, 2015, by and among Shanghai Zhongming Supply Chain Management Co., Ltd., Shanghai Zhongmin Supply Chain Management Co., Ltd. and the shareholder of Shanghai Zhongmin Supply Chain Management Co., Ltd. (incorporated by reference to exhibit 4.14 to our annual report on Form 20-F filed with the SEC on April 29, 2016)                                                                                                                                                                                                                                                                                                                         
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.7  |  | Share Purchase Agreement, dated as of June 5, 2015, by and among the Registrant, New Admiral Limited, Zhejiang Sunward Fishery Restaurant Group Share Co., Ltd., Junhe Investment Pte. Ltd., Shanghai Zhong Ju Investment Management Center, Extensive Power Limited, Global Oriental Development Limited, Asia Global Develop Limited, Markland (Hong Kong) Investment Limited, Markland (Hong Kong) Planning Limited, Youlong Huang, Ning Lin, Wai Poon, Gang Wang and Guoping Wu (incorporated by reference to exhibit 99.5 to the Schedule 13D (File No. 005-88838) filed with the SEC on September 21, 2015).                                                                                            
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.8  |  | Amendment to Share Purchase Agreement, dated as of September 7, 2015, by and between the Registrant, New Admiral Limited and the representative of the sellers (incorporated by reference to exhibit 99.6 to the Schedule 13D (File No. 005-88838) filed with the SEC on September 21, 2015).                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.9  |  | Share Subscription Agreement, dated as of June 5, 2015, by and between the Registrant and Maodong Xu (incorporated by reference to exhibit 99.2 to the Schedule 13D (File No. 005-88838) filed with the SEC on September 21, 2015).                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.10 |  | Amendment to Subscription Agreement, dated as of September 7, 2015, by and between the Registrant and Maodong Xu (incorporated by reference to exhibit 99.3 to the Schedule 13D (File No. 005-88838) filed with the SEC on September 21, 2015)                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.11 |  | Registration Rights Agreement, dated as of June 8, 2015, by and among the Registrant, New Admiral Limited, Zhejiang Sunward Fishery Restaurant Group Share Co., Ltd., Junhe Investment Pte. Ltd., Shanghai Zhong Ju Investment Management Center, Extensive Power Limited, Global Oriental Development Limited, Asia Global Develop Limited, Markland (Hong Kong) Investment Limited, Markland (Hong Kong) Planning Limited, Youlong Huang, Ning Lin, Wai Poon, Gang Wang, Guoping Wu, New Field Worldwide Ltd., Link Crossing Limited, Blue Ivy Holdings Limited and Maodong Xu (incorporated by reference to exhibit 99.8 to the Schedule 13D (File No. 005-88838) filed with the SEC on September 21, 2015)
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.12 |  | Lock-Up Agreement, dated as of June 8, 2015, by and between the Registrant and Maodong Xu (incorporated by reference to exhibit 99.9 to the Schedule 13D (File No. 005-88838) filed with the SEC on September 21, 2015)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.13 |  | Lock-Up Agreement, dated as of June 8, 2015, by and between the Registrant and Xiaoxia Zhu (incorporated by reference to exhibit 99.5 to the Schedule 13D (File No. 005-88838) filed with the SEC on June 18, 2015)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.14 |  | Lock-Up Agreement, dated as of June 8, 2015, by and between the Registrant and Huimin Wang (incorporated by reference to exhibit 99.5 to the Schedule 13D (File No. 005-88838) filed with the SEC on June 19, 2015)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           



4







|4.15     |  | Working Capital Provision Agreement, dated as of April 20, 2015, by and between the Registrant, Xiaoxia Zhu and Huimin Wang (incorporated by reference to exhibit 4.23 of our annual report on Form 20-F filed with the SEC on April 29, 2016)                                                                                  | 
|-------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|         |  |                                                                                                                                                                                                                                                                                                                                 | 
|4.16*    |  | Working Capital Provision Agreement, dated as of May 25, 2017, by and between the Registrant, Xiaoxia Zhu and Huimin Wang.                                                                                                                                                                                                      | 
|         |  |                                                                                                                                                                                                                                                                                                                                 | 
|4.17     |  | Share Purchase Agreement, dated as of September 7, 2015, by and between the Registrant and Century Winning Limited (incorporated by reference to exhibit 4.24 of our annual report on Form 20-F filed with the SEC on April 29, 2016)                                                                                           | 
|         |  |                                                                                                                                                                                                                                                                                                                                 | 
|4.18*    |  | Supplemental Agreement, dated as of December 28, 2016, by and among Shanghai Zhongming Supply Chain Management Co., Ltd., Shanghai Zhongmin Supply Chain Management Co., Ltd. and Shanghai Zhongmin Investment and Development Group Co., ltd. (formally known as Shanghai Zhongmin Investment and Development Group Co., Ltd.) | 
|         |  |                                                                                                                                                                                                                                                                                                                                 | 
|4.19*    |  | Financial Support Letter ,dated as of May 18, 2017, from the Registrant toShanghai Zhongmin Supply Chain Management Co., Ltd.                                                                                                                                                                                                   | 
|         |  |                                                                                                                                                                                                                                                                                                                                 | 
|8.1*     |  | List of Subsidiaries of the Registrant                                                                                                                                                                                                                                                                                          | 
|         |  |                                                                                                                                                                                                                                                                                                                                 | 
|11.1     |  | Code of Business Conduct and Ethics of the Registrant (incorporated by reference to exhibit 99.1 to our F-1 registration statement (File No. 333-201413) initially filed with the SEC on January 9, 2015)                                                                                                                       | 
|         |  |                                                                                                                                                                                                                                                                                                                                 | 
|12.1***  |  | Certification of Chief Executive Officer Required by Rule 13a-14(a)                                                                                                                                                                                                                                                             | 
|         |  |                                                                                                                                                                                                                                                                                                                                 | 
|12.2***  |  | Certification of Chief Financial Officer Required by Rule 13a-14(a)                                                                                                                                                                                                                                                             | 
|         |  |                                                                                                                                                                                                                                                                                                                                 | 
|13.1**   |  | Certification of Chief Executive Officer Required by Rule 13a-14(b)                                                                                                                                                                                                                                                             | 
|         |  |                                                                                                                                                                                                                                                                                                                                 | 
|13.2**   |  | Certification of Chief Financial Officer Required by Rule 13a-14(b)                                                                                                                                                                                                                                                             | 
|         |  |                                                                                                                                                                                                                                                                                                                                 | 
|15.1*    |  | Consent of Ernst & Young Hua Ming LLP                                                                                                                                                                                                                                                                                           | 
|         |  |                                                                                                                                                                                                                                                                                                                                 | 
|15.2*    |  | Consent of Beijing Dentons Law Offices, LLP                                                                                                                                                                                                                                                                                     | 
|         |  |                                                                                                                                                                                                                                                                                                                                 | 
|15.3*    |  | Consent of Maples and Calder (Hong Kong) LLP                                                                                                                                                                                                                                                                                    | 
|         |  |                                                                                                                                                                                                                                                                                                                                 | 
|15.4*    |  | Consent of Deloitte Touche Tohmatsu Certified Public Accountants LLP                                                                                                                                                                                                                                                            | 
|         |  |                                                                                                                                                                                                                                                                                                                                 | 
|15.5*    |  | Letter from Deloitte Touche Tohmatsu Certified Public Accountants LLP to the SEC                                                                                                                                                                                                                                               
|         |  |                                                                                                                                                                                                                                                                                                                                
|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 Labels Linkbase Document.                                                                                                                                                                                                                                                                               | 
|         |  |                                                                                                                                                                                                                                                                                                                                 | 
|101.PRE* |  | XBRL Taxonomy Extension Presentation Linkbase Document.                                                                                                                                                                                                                                                                         | 










| | * | Previously filed with the annual report on Form 20-F on
May 26, 2017.
| | - | ---------------------------------------------------------------------



| | ** | Previously furnished with the annual report on Form 20-F
on May 26, 2017.
| | -- | -------------------------------------------------------------------------



| | *** | Filed with this Amendment No.1 to the annual report on
Form 20-F.
| | --- | -----------------------------------------------------------------



5







SIGNATURES



The registrant hereby certifies that it
meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment
No.1 to the annual report on its behalf.



| | JMU LIMITED
| | -----------
| |            
| | By:        
| |            
| |            



Date: September 7, 2017



6