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JD.com, Inc.

JD.com, Inc.JDEarnings & Financial Report

Nasdaq · e-commerce

JD.com, Inc., also known as JINGDONG, formerly called 360buy, is a Chinese e-commerce company headquartered in Beijing. With revenues more than US158.8 billion in 2024, JD.com is China’s largest retailer by revenue, and ranks 47 on Fortune Global 500. It is one of the two massive B2C online retailers in China by transaction volume and revenue, and is a major competitor to Alibaba-run Tmall. JD.com’s portfolio spans across retail, technology, logistics, health care, industrials, property manag...

What changed in JD.com, Inc.'s 20-F — 2023 vs 2024

Top changes in JD.com, Inc.'s 2024 20-F

860 paragraphs added · 856 removed · 687 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

263 edited+65 added−47 removed735 unchanged
Key Information—Risk Factors—Risks Related to Doing Business in China—Uncertainties with respect to the legal system in the Chinese mainland could adversely affect us” and “—We may be adversely affected by the complexity and changes in PRC regulation of internet-related business and companies such as e-commerce business and internet platforms.” The Holding Foreign Companies Accountable Act Pursuant to the HFCAA, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit our shares or ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States.
Key Information—Risk Factors—Risks Related to Doing Business in China—Uncertainties with respect to the legal system in the Chinese mainland could adversely affect us” and “—We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of internet-related business and companies such as e-commerce business and internet platforms.” The Holding Foreign Companies Accountable Act Pursuant to the HFCAA, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit our shares or ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States.
For example, Dada announced on January 8, 2024 and March 5, 2024 that, during its routine internal audit process, certain suspicious practices were identified that may cast doubt on certain revenues from its online advertising and marketing services.
For example, Dada announced on January 8, 2024 and March 5, 2024 that, during its routine internal audit process, certain suspicious practices were identified that may cast doubt on certain revenues from its online advertising and marketing services.
On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed the Chinese mainland and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.
On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed the Chinese mainland and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.
These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies.
These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies.
Key Information—Risk Factors—Risks Related to Doing Business in China—We may be adversely affected by the complexity and changes in PRC regulation of internet-related business and companies such as e-commerce business and internet platforms.” Given the uncertainties of interpretation and implementation of laws and regulations and the enforcement practice by government authorities, we may be required to obtain additional licenses, permits, filings or approvals for our business and operations in the future. 11 Table of Contents Furthermore, in connection with our previous issuance of securities to foreign investors, under current PRC laws, regulations and regulatory rules, as of the date of this annual report, we, our PRC subsidiaries and the consolidated variable interest entities, (i) are not required to obtain permissions from the China Securities Regulatory Commission, or the CSRC, (ii) are not required to file an application for cybersecurity review by the Cyberspace Administration of China, or the CAC, as advised by Shihui Partners, our PRC legal counsel, and (iii) have not been asked to obtain or were denied such permissions by any PRC authority.
Key Information—Risk Factors—Risks Related to Doing Business in China—We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of internet-related business and companies such as e-commerce business and internet platforms.” Given the uncertainties of interpretation and implementation of laws and regulations and the enforcement practice by government authorities, we may be required to obtain additional licenses, permits, filings or approvals for our business and operations in the future. 11 Table of Contents Furthermore, in connection with our previous issuance of securities to foreign investors, under current PRC laws, regulations and regulatory rules, as of the date of this annual report, we, our PRC subsidiaries and the consolidated variable interest entities, (i) are not required to obtain prior permissions from the China Securities Regulatory Commission, or the CSRC, (ii) are not required to file an application for cybersecurity review by the Cyberspace Administration of China, or the CAC, as advised by Shihui Partners, our PRC legal counsel, and (iii) have not been asked to obtain or were denied such permissions by any PRC authority.
In addition, our wholly foreign-owned subsidiaries in the Chinese mainland may provide RMB funding to their respective subsidiaries only through capital contributions and entrusted loans, and to the consolidated variable interest entities only through entrusted loans. See “Introduction—Summary of Risk Factors—Risks Related to Our Corporate Structure,” “Item 5.B. Operating and Financial Review—Liquidity and Capital Resources” and “Item 3.D.
In addition, our wholly foreign-owned subsidiaries in the Chinese mainland may provide RMB funding to their respective subsidiaries only through capital contributions and entrusted loans, and to the consolidated variable interest entities only through entrusted loans. See “Introduction—Summary of Risk Factors—Risks Related to Our Corporate Structure,” “Item 5.B. Operating and Financial Review and Prospects—Liquidity and Capital Resources” and “Item 3.D.
We have experienced breaches of our information security measures in the past due to external causes beyond our control, such as a leak of user account information from the China Software Developer Network (CSDN) in 2011, although none of the past breaches individually or in the aggregate was material to our business or operations.
We have experienced breaches of our information security measures in the past due to external causes beyond our control, such as a leak of user account information from the China Software Developer Network in 2011, although none of the past breaches individually or in the aggregate was material to our business or operations.
In March 2024, our board of directors adopted a new share repurchase program that became effective on March 18, 2024, pursuant to which we may repurchase up to US$3.0 billion worth of our shares (including ADSs) over the next 36 months through March 2027.
In March 2024, our board of directors adopted a share repurchase program that became effective on March 18, 2024, pursuant to which we may repurchase up to US$3.0 billion worth of our shares (including ADSs) over the next 36 months through March 2027.
For this reason, we were not identified as a Commission-Identified Issuer under the HFCAA after we filed our annual report on Form 20-F for the fiscal year ended December 31, 2022 and do not expect to be identified so after we file this annual report on Form 20-F for the fiscal year ended December 31, 2023.
For this reason, we were not identified as a Commission-Identified Issuer under the HFCAA after we filed our annual report on Form 20-F for the fiscal year ended December 31, 2022 or 2023 and do not expect to be identified so after we file this annual report on Form 20-F.
The shareholders of the consolidated variable interest entities may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition. Mr. Richard Qiangdong Liu, Ms. Yayun Li and Ms. Pang Zhang are the shareholders of Suqian Juhe. Mr. Qin Miao, Ms. Yayun Li and Ms.
The shareholders of the consolidated variable interest entities may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition. Mr. Richard Qiangdong Liu, Ms. Yayun Li and Ms. Pang Zhang are the individual shareholders of Suqian Juhe. Mr. Qin Miao, Ms. Yayun Li and Ms.
If we fail to complete such registrations or record-filings, our ability to use foreign currency, including the proceeds we received from our initial public offering, and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business. 64 Table of Contents Contractual arrangements in relation to the consolidated variable interest entities may be subject to scrutiny by the PRC tax authorities and they may determine that we or the variable interest entities owe additional taxes, which could negatively affect our financial condition and the value of your investment.
If we fail to complete such registrations or record-filings, our ability to use foreign currency, including the proceeds we received from our initial public offering, and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business. 66 Table of Contents Contractual arrangements in relation to the consolidated variable interest entities may be subject to scrutiny by the PRC tax authorities and they may determine that we or the variable interest entities owe additional taxes, which could negatively affect our financial condition and the value of your investment.
If we operate our stores at locations not suitable for our growth strategy, or if we are unable to maintain our existing store locations, open new stores in desirable places and on favorable terms or compete successfully with other retailers, the results of operations of our 7FRESH brand could be materially and adversely affected. 45 Table of Contents If JD Technology is unable to successfully manage its business or conflicts that could arise between us and JD Technology are not resolved in our favor, our business, financial condition, results of operations and prospects could be materially and adversely affected as a result.
If we operate our stores at locations not suitable for our growth strategy, or if we are unable to maintain our existing store locations, open new stores in desirable places and on favorable terms or compete successfully with other retailers, the results of operations of our 7FRESH brand could be materially and adversely affected. 46 Table of Contents If JD Technology is unable to successfully manage its business or conflicts that could arise between us and JD Technology are not resolved in our favor, our business, financial condition, results of operations and prospects could be materially and adversely affected as a result.
If the PRC government requires additional licenses or permits or provides stricter supervision requirements in the future in order for us to conduct our businesses, there is no guarantee that we would be able to obtain such licenses or permits or meet all the supervision requirements in a timely manner, or at all. 50 Table of Contents We have granted, and may continue to grant, restricted share units and other types of awards under our share incentive plans and our consolidated subsidiaries’ share incentive plans, which may result in increased share-based compensation expenses.
If the PRC government requires additional licenses or permits or provides stricter supervision requirements in the future in order for us to conduct our businesses, there is no guarantee that we would be able to obtain such licenses or permits or meet all the supervision requirements in a timely manner, or at all. 51 Table of Contents We have granted, and may continue to grant, restricted share units and other types of awards under our share incentive plans and our consolidated subsidiaries’ share incentive plans, which may result in increased share-based compensation expenses.
Furthermore, geopolitical tension and conflicts, energy crisis, inflation risk, interest rate increases, instability in the financial system, and the tightening of monetary policy by the U.S. Federal Reserve impose new challenges and uncertainties on the global economy.
Geopolitical tension and conflicts, energy crisis, inflation risk, interest rate increases, instability in the financial system, and the tightening of monetary policy by the U.S. Federal Reserve impose new challenges and uncertainties on the global economy.
See “—Strategic alliances, investments or acquisitions may have a material and adverse effect on our business, reputation, results of operations and financial condition.”Negative publicity and user sentiment generated as a result of actual or alleged fraudulent or deceptive conduct on our platform or by our employees would severely diminish consumer confidence in us, reduce our ability to attract new or retain current third-party merchants and customers, damage our reputation and diminish the value of our brand names, and materially and adversely affect our business, financial condition and results of operations.
See “—Strategic alliances, investments or acquisitions may have a material and adverse effect on our business, reputation, results of operations and financial condition.” Negative publicity and user sentiment generated as a result of actual or alleged fraudulent or deceptive conduct on our platform or by our employees would severely diminish consumer confidence in us, reduce our ability to attract new or retain current third-party merchants and customers, damage our reputation and diminish the value of our brand names, and materially and adversely affect our business, financial condition and results of operations.
If we revise these policies to reduce our costs and expenses, our customers may be dissatisfied, which may result in loss of existing customers or failure to acquire new customers at a desirable pace, which may materially and adversely affect our results of operations. 44 Table of Contents The offline fresh food markets operated under our 7FRESH brand rely heavily on sales of perishable products, and ordering errors or product supply disruptions may have an adverse impact on its profitability and operating results.
If we revise these policies to reduce our costs and expenses, our customers may be dissatisfied, which may result in loss of existing customers or failure to acquire new customers at a desirable pace, which may materially and adversely affect our results of operations. 45 Table of Contents The offline fresh food markets operated under our 7FRESH brand rely heavily on sales of perishable products, and ordering errors or product supply disruptions may have an adverse impact on its profitability and operating results.
In addition, there are significant uncertainties on the evolving legislative activities and varied local implementation practices of antimonopoly and competition laws and regulations in China, especially with respect to the interpretation and implementation of the newly amended Anti-Monopoly Law.
In addition, there are significant uncertainties on the evolving legislative activities and varied local implementation practices of anti-monopoly and competition laws and regulations in China, especially with respect to the interpretation and implementation of the newly amended Anti-Monopoly Law.
It may also be a challenge for us to service our interest and principal repayments in a timely manner or at all, which could trigger cross-defaults with other debt, as applicable, as well as limit our ability to obtain further debt financing. 51 Table of Contents Failure to comply with the terms of our indebtedness or enforcement of our obligations under any guarantee or other similar arrangement could have an adverse effect on our cash flow and liquidity.
It may also be a challenge for us to service our interest and principal repayments in a timely manner or at all, which could trigger cross-defaults with other debt, as applicable, as well as limit our ability to obtain further debt financing. 52 Table of Contents Failure to comply with the terms of our indebtedness or enforcement of our obligations under any guarantee or other similar arrangement could have an adverse effect on our cash flow and liquidity.
Xi’an Jingdong Xincheng primarily provides courier services through Jingbangda and its subsidiaries. 59 Table of Contents We entered into a series of contractual arrangements with Jingdong 360, Jiangsu Yuanzhou, Xi’an Jingdong Xincheng and other variable interest entities in China and their respective shareholders, which enable us to: • receive substantially all of the economic benefits of Jingdong 360, Jiangsu Yuanzhou, Xi’an Jingdong Xincheng and other variable interest entities in China; and • have an exclusive option to purchase all or part of the equity interests in Jingdong 360, Jiangsu Yuanzhou, Xi’an Jingdong Xincheng and other variable interest entities in China when and to the extent permitted by PRC law.
Xi’an Jingdong Xincheng primarily provides courier services through Jingbangda and its subsidiaries. 61 Table of Contents We entered into a series of contractual arrangements with Jingdong 360, Jiangsu Yuanzhou, Xi’an Jingdong Xincheng and other variable interest entities in China and their respective shareholders, which enable us to: • receive substantially all of the economic benefits of Jingdong 360, Jiangsu Yuanzhou, Xi’an Jingdong Xincheng and other variable interest entities in China; and • have an exclusive option to purchase all or part of the equity interests in Jingdong 360, Jiangsu Yuanzhou, Xi’an Jingdong Xincheng and other variable interest entities in China when and to the extent permitted by PRC law.
As used in this annual report, “we,” “us,” “our company” and “our” refers to JD.com, Inc., its subsidiaries, and, in the context of describing our operations and consolidated financial information, the consolidated variable interest entities in China, including Beijing Jingdong 360 Degree E-Commerce Co., Ltd., or Jingdong 360, which was established in April 2007 and holds our ICP license as an internet information provider and operates our www.jd.com website; Jiangsu Yuanzhou E-Commerce Co., Ltd., or Jiangsu Yuanzhou, which was established in September 2010 and primarily engages in the business of selling books, audio and video products; Xi’an Jingdong Xincheng Information Technology Co., Ltd., or Xi’an Jingdong Xincheng, which was established in June 2017 and primarily provides technology and consulting services relating to logistics services; Jiangsu Jingdong Bangneng Investment Management Co., Ltd., or Jiangsu Jingdong Bangneng, which was established in August 2015 and primarily engages in business of investment management; and Suqian Juhe Digital Enterprise Management Co., Ltd., or Suqian Juhe, which was established in June 2020 and primarily provides enterprise management services.
As used in this annual report, “we,” “us,” “our company” and “our” refers to JD.com, Inc., its subsidiaries, and, in the context of describing our operations and consolidated financial information, the consolidated variable interest entities in China, including Beijing Jingdong 360 Degree E-Commerce Co., Ltd., or Jingdong 360, which was established in April 2007 and holds our ICP license as an internet information provider and operates our www.jd.com website; Jiangsu Yuanzhou E-Commerce Co., Ltd., or Jiangsu Yuanzhou, which was established in September 2010 and primarily engages in the business of selling books, audio and video products; Xi’an Jingdong Xincheng Information Technology Co., Ltd., or Xi’an Jingdong Xincheng, which was established in June 2017 and primarily provides technology and consulting services relating to logistics services; Jiangsu Jingdong Bangneng Investment Management Co., Ltd., or Jiangsu Jingdong Bangneng, which was established in August 2015 and primarily engages in business of investment management; Suqian Juhe Digital Enterprise Management Co., Ltd., or Suqian Juhe, which was established in June 2020 and primarily provides enterprise management services; and Suqian Hanyu Technology Co., Ltd., or Suqian Hanyu, which was established in December 2024 and primarily provides technology services.
Mr. Richard Qiangdong Liu, our founder and beneficial owner, has completed required registrations with SAFE in relation to our financing and restructuring and will make amendments when needed and required in accordance with SAFE Circular 37.
Richard Qiangdong Liu, our founder and beneficial owner, has completed required registrations with SAFE in relation to our financing and restructuring and will make amendments when needed and required in accordance with SAFE Circular 37.
Our reputation may be negatively affected as a result of the public dissemination of anonymous allegations or malicious statements about our business, which in turn may cause us to lose market share, customers and revenues and adversely affect the price of our Class A ordinary shares and/or ADSs. 55 Table of Contents We face risks related to natural disasters, health epidemics and other public safety concerns.
Our reputation may be negatively affected as a result of the public dissemination of anonymous allegations or malicious statements about our business, which in turn may cause us to lose market share, customers and revenues and adversely affect the price of our Class A ordinary shares and/or ADSs. 57 Table of Contents We face risks related to natural disasters, health epidemics and other public safety concerns.
A non-United States corporation, such as our company, will be classified as a PFIC for United States federal income tax purposes for any taxable year, if either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the value of its assets (generally determined on the basis of a quarterly average) during such year produce or are held for the production of passive income.
A non-United States corporation, such as our company, will be classified as a passive foreign investment company, or PFIC, for United States federal income tax purposes for any taxable year, if either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the value of its assets (generally determined on the basis of a quarterly average) during such year produce or are held for the production of passive income.
Key Information—Risk Factors—Risks Related to Our Corporate Structure—PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from making loans to our PRC subsidiaries and the consolidated variable interest entities or making additional capital contributions to our wholly foreign-owned subsidiaries in the Chinese mainland, which could materially and adversely affect our liquidity and our ability to fund and expand our business.” 12 Table of Contents Under PRC laws and regulations, our PRC subsidiaries and the consolidated variable interest entities are subject to certain restrictions with respect to paying dividends or otherwise transferring any of their net assets to us.
Key Information—Risk Factors—Risks Related to Our Corporate Structure—PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from making loans to our PRC subsidiaries and the consolidated variable interest entities or making additional capital contributions to our wholly foreign-owned subsidiaries in the Chinese mainland, which could materially and adversely affect our liquidity and our ability to fund and expand our business.” Under PRC laws and regulations, our PRC subsidiaries and the consolidated variable interest entities are subject to certain restrictions with respect to paying dividends or otherwise transferring any of their net assets to us.
In the event that we proceed with a spin-off, our interest in the entity to be spun-off (and its corresponding contribution to the financial results of our company) will be reduced accordingly. 83 Table of Contents An active trading market for our Class A ordinary shares on the Hong Kong Stock Exchange might not develop or be sustained and trading prices of our Class A ordinary shares might fluctuate significantly.
In the event that we proceed with a spin-off, our interest in the entity to be spun-off (and its corresponding contribution to the financial results of our company) will be reduced accordingly. 85 Table of Contents An active trading market for our Class A ordinary shares on the Hong Kong Stock Exchange might not develop or be sustained and trading prices of our Class A ordinary shares might fluctuate significantly.
See “—Any failure by the consolidated variable interest entities or their shareholders to perform their obligations under our contractual arrangements with them would have a material and adverse effect on our business.” Therefore, our contractual arrangements with the consolidated variable interest entities may not be as effective in ensuring our control over the relevant portion of our business operations as direct ownership would be. 61 Table of Contents Any failure by the consolidated variable interest entities or their shareholders to perform their obligations under our contractual arrangements with them would have a material and adverse effect on our business.
See “—Any failure by the consolidated variable interest entities or their shareholders to perform their obligations under our contractual arrangements with them would have a material and adverse effect on our business.” Therefore, our contractual arrangements with the consolidated variable interest entities may not be as effective in ensuring our control over the relevant portion of our business operations as direct ownership would be. 63 Table of Contents Any failure by the consolidated variable interest entities or their shareholders to perform their obligations under our contractual arrangements with them would have a material and adverse effect on our business.
Heightened scrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on potential acquisitions we may pursue in the future. 75 Table of Contents Risks Related to Our ADSs and Class A Ordinary Shares The trading price of our ADSs and Class A ordinary shares have been and are likely to continue to be volatile, which could result in substantial losses to holders of our Class A ordinary shares and/or ADSs.
Heightened scrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on potential acquisitions we may pursue in the future. 77 Table of Contents Risks Related to Our ADSs and Class A Ordinary Shares The trading price of our ADSs and Class A ordinary shares have been and are likely to continue to be volatile, which could result in substantial losses to holders of our Class A ordinary shares and/or ADSs.
As a result, in certain circumstances it may be difficult to determine what actions or omissions may be deemed to be in violation of applicable laws and regulations. Issues, risks and challenges relating to PRC government regulation of the internet industry include, but are not limited to, the following: We only have control over our websites through contractual arrangements.
As a result, in certain circumstances it may be difficult to determine what actions or omissions may be deemed to be in violation of applicable laws and regulations. Issues, risks and uncertainties relating to PRC government regulation of the internet industry include, but are not limited to, the following: We only have control over our websites through contractual arrangements.
These factors include: • the growth of internet, broadband, personal computer and mobile penetration and usage in China, and the rate of any such growth; • the consumers’ trust and confidence level towards online retail in China, as well as changes in customer demographics and consumer tastes and preferences; • the selection, price and popularity of products as well as promotions that we and our competitors offer online; • whether alternative retail channels or business models that better address the needs of consumers emerge in China; and • the development of fulfillment, payment and other ancillary services associated with online purchases.
These factors include: 28 Table of Contents • the growth of internet, broadband, personal computer and mobile penetration and usage in China, and the rate of any such growth; • the consumers’ trust and confidence level towards online retail in China, as well as changes in customer demographics and consumer tastes and preferences; • the selection, price and popularity of products as well as promotions that we and our competitors offer online; • whether alternative retail channels or business models that better address the needs of consumers emerge in China; and • the development of fulfillment, payment and other ancillary services associated with online purchases.
These challenges include: • potential downturn in general economy, which will slow down the demand for logistics properties and increase the vacancy rate, resulting in a more competitive market environment for JD Property; 47 Table of Contents • slowdown in such business area as industrial park and logistic properties; and • uncertainties in JD Property’s venture into the overseas markets, such as the Southeast Asian market and the European market, including cultural differences, complexity of local regulatory environment, political stability and communication with local clients and business partners, among other things.
These challenges include: • potential downturn in general economy, which will slow down the demand for logistics properties and increase the vacancy rate, resulting in a more competitive market environment for JD Property; • slowdown in such business area as industrial park and logistic properties; and • uncertainties in JD Property’s venture into the overseas markets, such as the Southeast Asian market and the European market, including cultural differences, complexity of local regulatory environment, political stability and communication with local clients and business partners, among other things.
Neither JD.com, Inc. nor its investors has an equity ownership in, direct foreign investment in, or control through such ownership or investment of, the consolidated variable interest entities, and the contractual arrangements are not equivalent to an equity ownership in the business of the consolidated variable interest entities. For more details of these contractual arrangements, see “Item 4.C.
Neither JD.com, Inc. nor its investors have an equity ownership in, direct foreign investment in, or control through such ownership or investment of, the consolidated variable interest entities, and the contractual arrangements are not equivalent to an equity ownership in the business of the consolidated variable interest entities. For more details of these contractual arrangements, see “Item 4.C.
The Data Security Law also stipulates that the authorities will formulate the catalogues for important data and strengthen the protection of important data, and state core data, i.e. data having a bearing on national security, the lifelines of national economy, people’s key livelihood and major public interests, shall be subject to stricter management system.
The Data Security Law also stipulates that the authorities will formulate the catalogs for important data and strengthen the protection of important data, and state core data, i.e. data having a bearing on national security, the lifelines of national economy, people’s key livelihood and major public interests, shall be subject to stricter management system.
Furthermore, any entity engaging in road freight transportation services in China must obtain a Road Transportation Operation Permit from the road transportation administrative authorities. We operate a nationwide road freight transportation and delivery network. As of December 31, 2023, we had Courier Service Operation Permits that allow Beijing Jingbangda Trade Co., Ltd.
Furthermore, any entity engaging in road freight transportation services in China must obtain a Road Transportation Operation Permit from the road transportation administrative authorities. We operate a nationwide road freight transportation and delivery network. As of December 31, 2024, we had Courier Service Operation Permits that allow Beijing Jingbangda Trade Co., Ltd.
We have purchased all risk property insurance covering our inventory and fixed assets such as equipment, furniture and office facilities. We maintain public liability insurance for our business activities at 173 locations. We also provide social security insurance including pension insurance, unemployment insurance, work-related injury insurance, maternity insurance and medical insurance for our employees.
We have purchased all risk property insurance covering our inventory and fixed assets such as equipment, furniture and office facilities. We maintain public liability insurance for our business activities at 342 locations. We also provide social security insurance including pension insurance, unemployment insurance, work-related injury insurance, maternity insurance and medical insurance for our employees.
No impairment charges were recorded for the years ended December 31, 2021, 2022 and 2023, respectively. Those wealth management products were certain deposits with variable interest rates or principal not-guaranteed with certain financial institutions, and usually have maturities of less than one year.
No impairment charges were recorded for the years ended December 31, 2022, 2023 and 2024, respectively. Those wealth management products were certain deposits with variable interest rates or principal not-guaranteed with certain financial institutions, and usually have maturities of less than one year.
We cannot assure you that when conflicts of interest arise, any or all of these shareholders will act in the best interests of our company or such conflicts will be resolved in our favor. 62 Table of Contents Currently, we do not have any arrangements to address potential conflicts of interest between these shareholders and our company.
We cannot assure you that when conflicts of interest arise, any or all of these shareholders will act in the best interests of our company or such conflicts will be resolved in our favor. 64 Table of Contents Currently, we do not have any arrangements to address potential conflicts of interest between these shareholders and our company.
See also “—Risks Related to Doing Business in China—If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders or ADS holders.” 63 Table of Contents PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental regulation of currency conversion may delay or prevent us from making loans to our PRC subsidiaries and the consolidated variable interest entities or making additional capital contributions to our wholly foreign-owned subsidiaries in the Chinese mainland, which could materially and adversely affect our liquidity and our ability to fund and expand our business.
See also “—Risks Related to Doing Business in China—If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders or ADS holders.” PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from making loans to our PRC subsidiaries and the consolidated variable interest entities or making additional capital contributions to our wholly foreign-owned subsidiaries in the Chinese mainland, which could materially and adversely affect our liquidity and our ability to fund and expand our business.
See “Item 4.B. Information on the Company—Business Overview—Regulations.” These laws and regulations and the PRC Civil Code (which took effect on January 1, 2021 and also includes certain data-related rules) are relatively new and subject to interpretation by the regulators.
See “Item 4.B. Information on the Company—Business Overview—Regulations.” These laws and regulations and the PRC Civil Code (which took effect on January 1, 2021 and also includes certain data-related rules) are subject to interpretation by the regulators.
In addition, an independent registered public accounting firm must attest to and report on the effectiveness of the company’s internal control over financial reporting. Our management has concluded that our internal control over financial reporting was effective as of December 31, 2023. See “Item 15.
In addition, an independent registered public accounting firm must attest to and report on the effectiveness of the company’s internal control over financial reporting. Our management has concluded that our internal control over financial reporting was effective as of December 31, 2024. See “Item 15.
Each of Jingdong 360, Jiangsu Yuanzhou, Xi’an Jingdong Xincheng and Jiangsu Jingdong Bangneng is 45% owned by Mr. Qin Miao, 30% owned by Ms. Yayun Li and 25% owned by Ms. Pang Zhang. Mr. Richard Qiangdong Liu is our chairman of board of directors, Mr. Qin Miao is a vice president of our company, Ms.
Each of Jingdong 360, Jiangsu Yuanzhou, Xi’an Jingdong Xincheng, Jiangsu Jingdong Bangneng and Suqian Hanyu is 45% owned by Mr. Qin Miao, 30% owned by Ms. Yayun Li and 25% owned by Ms. Pang Zhang. Mr. Richard Qiangdong Liu is our chairman of board of directors, Mr. Qin Miao is a vice president of our company, Ms.
As of December 31, 2023, our warehouse network covered almost all counties and districts across China, consisting of over 1,600 warehouses operated by us and over 2,000 cloud warehouses operated by third-party warehouse owner-operators under JD Logistics Open Warehouse Platform.
As of December 31, 2024, our warehouse network covered almost all counties and districts across China, consisting of over 1,600 warehouses operated by us and over 2,000 cloud warehouses operated by third-party warehouse owner-operators under JD Logistics Open Warehouse Platform.
Jingdong 360 owns the domain names and registered trademarks and has the necessary personnel to operate such website. 67 Table of Contents On February 7, 2021, the Anti-monopoly Commission of the State Council officially promulgated the Guidelines to Anti-Monopoly in the Field of Internet Platforms.
Jingdong 360 owns the domain names and registered trademarks and has the necessary personnel to operate such website. 69 Table of Contents On February 7, 2021, the Anti-monopoly Commission of the State Council officially promulgated the Guidelines to Anti-Monopoly in the Field of Internet Platforms.
As of December 31, 2023, our comprehensive fulfillment facilities cover almost all the counties and districts across China. We may be required to register those operating offices outside of the residence addresses of our relevant PRC entities as branch offices under PRC law.
As of December 31, 2024, our comprehensive fulfillment facilities cover almost all the counties and districts across China. We may be required to register those operating offices outside of the residence addresses of our relevant PRC entities as branch offices under PRC law.
The selected consolidated statements of operations data for the years ended December 31, 2021, 2022 and 2023, selected consolidated balance sheets data as of December 31, 2022 and 2023, selected consolidated cash flow data for the years ended December 31, 2021, 2022 and 2023 have been derived from our audited consolidated financial statements, which are included in this annual report.
The selected consolidated statements of operations data for the years ended December 31, 2022, 2023 and 2024, selected consolidated balance sheets data as of December 31, 2023 and 2024, selected consolidated cash flow data for the years ended December 31, 2022, 2023 and 2024 have been derived from our audited consolidated financial statements, which are included in this annual report.
If Hong Kong stamp duty is determined by the competent authority to apply to the trading or conversion of our ADSs, the trading price and the value of your investment in our Class A ordinary shares and/or ADSs may be affected. 84 Table of Contents
If Hong Kong stamp duty is determined by the competent authority to apply to the trading or conversion of our ADSs, the trading price and the value of your investment in our Class A ordinary shares and/or ADSs may be affected. 86 Table of Contents
The selected consolidated statements of operations data for the years ended December 31, 2019 and 2020, selected consolidated balance sheets data as of December 31, 2019, 2020 and 2021 and selected consolidated cash flow data for the years ended December 31, 2019 and 2020 have been derived from our audited consolidated financial statements not included in this annual report.
The selected consolidated statements of operations data for the years ended December 31, 2020 and 2021, selected consolidated balance sheets data as of December 31, 2020, 2021 and 2022 and selected consolidated cash flow data for the years ended December 31, 2020 and 2021 have been derived from our audited consolidated financial statements not included in this annual report.
We cannot assure you that we will be able to compete successfully against current or future competitors, and competitive pressures may have a material and adverse effect on our business, financial condition and results of operations. 29 Table of Contents Our expansion into new product categories and substantial increase in the number of products may expose us to new challenges and more risks.
We cannot assure you that we will be able to compete successfully against current or future competitors, and competitive pressures may have a material and adverse effect on our business, financial condition and results of operations. Our expansion into new product categories and substantial increase in the number of products may expose us to new challenges and more risks.
For example, in 2023, we recruited new employees in connection with the expansion of our fulfillment infrastructure and strengthening of our supply chain-based technology and service capability. We will continue to invest resources in training, managing and motivating our workforce.
For example, in 2024, we recruited new employees in connection with the expansion of our fulfillment infrastructure and strengthening of our supply chain-based technology and service capability. We will continue to invest resources in training, managing and motivating our workforce.
Practices regarding the collection, use, storage, transmission and security of personal information by companies operating over the internet and mobile platforms are under increased public scrutiny. Significant capital and other resources may be required to protect against information security breaches or to alleviate problems caused by such breaches or to comply with our privacy policies or privacy-related legal obligations.
Practices regarding the collection, use, storage, transmission and security of personal information by companies operating over the internet and mobile platforms are under increased public scrutiny. 42 Table of Contents Significant capital and other resources may be required to protect against information security breaches or to alleviate problems caused by such breaches or to comply with our privacy policies or privacy-related legal obligations.
We may be required to make significant expenditures or modify our business practices to comply with existing or future laws and regulations, which may increase our costs and materially limit our ability to operate our business. 66 Table of Contents We may be adversely affected by the complexity and changes in PRC regulation of internet-related business and companies such as e-commerce business and internet platforms.
We may be required to make significant expenditures or modify our business practices to comply with existing or future laws and regulations, which may increase our costs and materially limit our ability to operate our business. 68 Table of Contents We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of internet-related business and companies such as e-commerce business and internet platforms.
For example, we face risks associated with regulatory approvals on offshore offerings, antimonopoly regulatory actions, and oversight on cybersecurity and data privacy, as well as the lack of inspection by the PCAOB, on our auditor, which may impact our ability to conduct certain businesses, accept foreign investments, or list on a United States stock exchange.
For example, we face risks associated with regulatory approvals on offshore offerings, anti-monopoly regulatory actions, and oversight on cybersecurity and data privacy, as well as the lack of inspection by the PCAOB, on our auditor, which may impact our ability to conduct certain businesses, accept foreign investments, or list on a United States stock exchange.
In addition, we may decide to enter into settlements that may adversely affect our results of operations and financial condition. 35 Table of Contents As our business expands, including across jurisdictions, we may encounter a variety of these claims, including those brought against us pursuant to anti-monopoly or unfair competitions laws or involving higher amounts of alleged damages.
In addition, we may decide to enter into settlements that may adversely affect our results of operations and financial condition. As our business expands, including across jurisdictions, we may encounter a variety of these claims, including those brought against us pursuant to anti-monopoly or unfair competitions laws or involving higher amounts of alleged damages.
Key Information—Risk Factors—Risks Related to Doing Business in China—Govermental regulation of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment.” Under PRC law, JD.com, Inc. may provide funding to our PRC subsidiaries only through capital contributions or loans, and to the PRC consolidated variable interest entities only through loans, subject to satisfaction of applicable government registration that we are not able to make direct capital contribution.
Key Information—Risk Factors—Risks Related to Doing Business in China—Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment.” Under PRC law, JD.com, Inc. may provide funding to our PRC subsidiaries only through capital contributions or loans, and to the PRC consolidated variable interest entities only through loans, subject to satisfaction of applicable government registration that we are not able to make direct capital contribution.
If any of our overseas operations, or our associates or agents, violate such laws, we could become subject to sanctions or other penalties, which could negatively affect our reputation, business and operating results. 58 Table of Contents In addition, we may face operational issues that could have a material adverse effect on our reputation, business and results of operations, if we fail to address certain factors including the following: • difficulties in developing, staffing and simultaneously managing a foreign operation as a result of distance, language and cultural differences; • challenges in formulating effective local sales and marketing strategies targeting users from various jurisdictions and cultures, who have a diverse range of preferences and demands; • challenges in identifying appropriate local business partners and establishing and maintaining good working relationships with them; • dependence on local platforms in marketing our international products and services overseas; • challenges in selecting suitable geographical regions for international business; • longer customer payment cycles; • currency exchange rate fluctuations; • political or social unrest or economic instability; • protectionist or national security policies that restrict our ability to invest in or acquire companies; develop, import or export certain technologies, such as the national AI initiative proposed by the U.S. government; or utilize technologies that are deemed by local governmental regulators to pose a threat to their national security; • compliance with applicable foreign laws and regulations and unexpected changes in laws or regulations, including compliance with privacy laws and data security laws, including the European Union General Data Protection Regulation and compliance costs across different legal systems; • differing, complex and potentially adverse customs, import/export laws, tax rules and regulations or other trade barriers or restrictions which may be applicable to transactions conducted through our international and cross-border platforms, related compliance obligations and consequences of non-compliance, and any new developments in these areas; and • increased costs associated with doing business in foreign jurisdictions.
In addition, we may face operational issues that could have a material adverse effect on our reputation, business and results of operations, if we fail to address certain factors including the following: • difficulties in developing, staffing and simultaneously managing a foreign operation as a result of distance, language and cultural differences; • challenges in formulating effective local sales and marketing strategies targeting users from various jurisdictions and cultures, who have a diverse range of preferences and demands; • challenges in identifying appropriate local business partners and establishing and maintaining good working relationships with them; • dependence on local platforms in marketing our international products and services overseas; 60 Table of Contents • challenges in selecting suitable geographical regions for international business; • longer customer payment cycles; • currency exchange rate fluctuations; • political or social unrest or economic instability; • protectionist or national security policies that restrict our ability to invest in or acquire companies; develop, import or export certain technologies, such as the national AI initiative proposed by the U.S. government; or utilize technologies that are deemed by local governmental regulators to pose a threat to their national security; • compliance with applicable foreign laws and regulations and unexpected changes in laws or regulations, including compliance with privacy laws and data security laws, including the European Union General Data Protection Regulation and compliance costs across different legal systems; • differing, complex and potentially adverse customs, import/export laws, tax rules and regulations or other trade barriers or restrictions which may be applicable to transactions conducted through our international and cross-border platforms, related compliance obligations and consequences of non-compliance, and any new developments in these areas; and • increased costs associated with doing business in foreign jurisdictions.
On May 28, 2021, shares of JD Logistics commenced trading on the Main Board of the Hong Kong Stock Exchange under the stock code “2618.” As of December 31, 2023, we hold approximately 63% of the outstanding shares of JD Logistics.
On May 28, 2021, shares of JD Logistics commenced trading on the Main Board of the Hong Kong Stock Exchange under the stock code “2618.” As of December 31, 2024, we hold approximately 63% of the outstanding shares of JD Logistics.
In order for our online marketplace to be successful, we must continue to identify and attract third-party merchants, and we may not be successful in this regard. Failure to deal effectively with any fictitious transactions or other fraudulent conduct would materially and adversely affect our business, financial condition and results of operations.
In order for our online marketplace to be successful, we must continue to identify and attract third-party merchants, and we may not be successful in this regard. 34 Table of Contents Failure to deal effectively with any fictitious transactions or other fraudulent conduct would materially and adversely affect our business, financial condition and results of operations.
Information on the Company—History and Development of the Company—Our Major Investments.” We expect to continue to evaluate and consider a wide array of potential strategic transactions as part of our overall business strategy, including business combinations, acquisitions and dispositions of businesses, technologies, services, products and other assets, as well as strategic investments, joint ventures and alliances.
See “Item 4.A. Information on the Company—History and Development of the Company—Our Major Investments.” We expect to continue to evaluate and consider a wide array of potential strategic transactions as part of our overall business strategy, including business combinations, acquisitions and dispositions of businesses, technologies, services, products and other assets, as well as strategic investments, joint ventures and alliances.
Any requirement to disclose our source code or pay damages for breach of contract could be harmful to our business, results of operations and financial condition. 53 Table of Contents We have limited insurance coverage, which could expose us to significant costs and business disruption. We maintain various insurance policies to safeguard against risks and unexpected events.
Any requirement to disclose our source code or pay damages for breach of contract could be harmful to our business, results of operations and financial condition. We have limited insurance coverage, which could expose us to significant costs and business disruption. We maintain various insurance policies to safeguard against risks and unexpected events.
As a result, enforcement of a judgment rendered by a foreign court is subject to the judgment of PRC courts considering the foregoing factors. Since we are a Cayman Islands exempted company, the rights of our shareholders may be more limited than those of shareholders of a company organized in the United States or Hong Kong.
As a result, enforcement of a judgment rendered by a foreign court is subject to the judgment of PRC courts considering the foregoing factors. 82 Table of Contents Since we are a Cayman Islands exempted company, the rights of our shareholders may be more limited than those of shareholders of a company organized in the United States or Hong Kong.
As of December 31, 2023, our warehouse network had an aggregate gross floor area of over 32 million square meters, including the gross floor area of the cloud warehouses under JD Logistics Open Warehouse Platform.
As of December 31, 2024, our warehouse network had an aggregate gross floor area of over 32 million square meters, including the gross floor area of the cloud warehouses under JD Logistics Open Warehouse Platform.
Unfavorable developments in domestic and international politics, including military conflicts, political turmoil and social instability, may also adversely affect consumer confidence and reduce spending, which could in turn materially and adversely affect our growth and profitability. 27 Table of Contents Any harm to our JD brand or reputation may materially and adversely affect our business and results of operations.
Unfavorable developments in domestic and international politics, including military conflicts, political turmoil and social instability, may also adversely affect consumer confidence and reduce spending, which could in turn materially and adversely affect our growth and profitability. Any harm to our JD brand or reputation may materially and adversely affect our business and results of operations.
We do not carry business interruption insurance other than in connection with the fixed business premises of our 7FRESH business, and the occurrence of any of the foregoing risks could have a material adverse effect on our business, prospects, financial condition and results of operations. 31 Table of Contents Safe operations are critical to us.
We do not carry business interruption insurance other than in connection with the fixed business premises of our 7FRESH business, and the occurrence of any of the foregoing risks could have a material adverse effect on our business, prospects, financial condition and results of operations. Safe operations are critical to us.
Although currently there are not equivalent or similar requirements in Hong Kong on cash transfers in, or out of, our Hong Kong entities, if certain requirements in the Chinese mainland were to become applicable to cash transfers in and out of Hong Kong entities in the future, the funds in our Hong Kong entities, likewise, may not be available to fund operations or for other use outside of Hong Kong.
Although currently there are not equivalent or similar restrictions or limitations in Hong Kong on cash transfers in, or out of, our Hong Kong entities, if certain restrictions or limitations in the Chinese mainland were to become applicable to cash transfers in and out of Hong Kong entities in the future, the funds in our Hong Kong entities, likewise, may not be available to fund operations or for other use outside of Hong Kong.
However, if certain requirements were to become applicable to cash transfers in and out of Hong Kong entities in the future, the funds in our Hong Kong entities may not be available to fund operations or for other use outside of Hong Kong. For risks relating to the fund flows of our operations in China, see “Item 3.D.
However, if certain restrictions or limitations were to become applicable to cash transfers in and out of Hong Kong entities in the future, the funds in our Hong Kong entities may not be available to fund operations or for other use outside of Hong Kong. For risks relating to the fund flows of our operations in China, see “Item 3.D.
If JD Industrials’ business were negatively impacted by these challenges to a material extent, our financial condition and results of operations may be adversely affected. Our use of some leased properties could be challenged by third parties or government authorities, which may cause interruptions to our business operations.
If JD Industrials’ business were negatively impacted by these challenges to a material extent, our financial condition and results of operations may be adversely affected. 49 Table of Contents Our use of some leased properties could be challenged by third parties or government authorities, which may cause interruptions to our business operations.
Although currently there are not equivalent or similar requirements in Hong Kong on cash transfers in, or out of, our Hong Kong entities (including currency conversion), if certain requirements in the Chinese mainland were to become applicable to cash transfers in and out of Hong Kong entities (including currency conversion) in the future, the funds in our Hong Kong entities, likewise, may not be available to meet our currency demand.
Although currently there are not equivalent or similar restrictions or limitations in Hong Kong on cash transfers in, or out of, our Hong Kong entities (including currency conversion), if certain restrictions or limitations in the Chinese mainland were to become applicable to cash transfers in and out of Hong Kong entities (including currency conversion) in the future, the funds in our Hong Kong entities, likewise, may not be available to meet our currency demand.
If any existing shareholder or shareholders sell a substantial amount of our Class A ordinary shares and/or ADSs, the prevailing market price for our Class A ordinary shares and/or ADSs could be adversely affected. Holders of our ADSs may have fewer rights than holders of our ordinary shares and must act through the depositary to exercise those rights.
If any existing shareholder or shareholders sell a substantial amount of our Class A ordinary shares and/or ADSs, the prevailing market price for our Class A ordinary shares and/or ADSs could be adversely affected. 80 Table of Contents Holders of our ADSs may have fewer rights than holders of our ordinary shares and must act through the depositary to exercise those rights.
Furthermore, cash transfers from our PRC subsidiaries and the consolidated variable interest entities to entities outside of the Chinese mainland are subject to PRC governmental regulations on currency conversion.
Furthermore, cash transfers from our PRC subsidiaries and the consolidated variable interest entities to entities outside of the Chinese mainland are subject to PRC governmental control on currency conversion.
Due to licensing requirements, currently such prepaid cards can only be used to purchase products and services directly sold by us. 49 Table of Contents There may be some defects with respect to the process of establishing certain of our indirect subsidiaries in China.
Due to licensing requirements, currently such prepaid cards can only be used to purchase products and services directly sold by us. There may be some defects with respect to the process of establishing certain of our indirect subsidiaries in China.
Any failure in maintaining, protecting or enforcing our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations. We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.
Any failure in maintaining, protecting or enforcing our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations. 54 Table of Contents We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.
If we are subject to late fees or fines in relation to the underpaid employee benefits, our financial condition and results of operations may be adversely affected. 69 Table of Contents We may be required to register some operating offices as branch offices under PRC law.
If we are subject to late fees or fines in relation to the underpaid employee benefits, our financial condition and results of operations may be adversely affected. We may be required to register some operating offices as branch offices under PRC law.
There is no assurance as to whether or when any of the proposed listings may take place. We currently offer different types of support to JD Health, JD Logistics, JD Property and JD Industrials to facilitate the marketing and implementation of their services.
There is no assurance as to whether or when any of the proposed listings may take place. 38 Table of Contents We currently offer different types of support to JD Health, JD Logistics, JD Property and JD Industrials to facilitate the marketing and implementation of their services.
In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert RMB into foreign currency. As a result, fluctuations in exchange rates may have a material adverse effect on your investment. 70 Table of Contents It may be difficult for overseas regulators to conduct investigation or collect evidence within China.
In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert RMB into foreign currency. As a result, fluctuations in exchange rates may have a material adverse effect on your investment. It may be difficult for overseas regulators to conduct investigation or collect evidence within China.
Accordingly, our ADS holders may be unable to participate in our rights offerings and may experience dilution in their holdings. Holders of our ADSs may not receive cash dividends if the depositary decides it is impractical to make them available to them.
Accordingly, our ADS holders may be unable to participate in our rights offerings and may experience dilution in their holdings. 81 Table of Contents Holders of our ADSs may not receive cash dividends if the depositary decides it is impractical to make them available to them.
In addition, In 2017, we filed an antitrust lawsuit against Zhejiang Tmall Online Co., Ltd., Zhejiang Tmall Technology Co., Ltd. and Alibaba Group Holding Limited for employing unfair means to force merchants to choose one platform between Alibaba’s Tmall and us.
For example, in 2017, we filed an antitrust lawsuit against Zhejiang Tmall Online Co., Ltd., Zhejiang Tmall Technology Co., Ltd. and Alibaba Group Holding Limited, or Alibaba, for employing unfair means to force merchants to choose one platform between Alibaba’s Tmall and us.
The stamp duty is currently set at 0.13% (rounded up to the nearest dollar) on the value of the transaction, on both the buyer and the seller.
The stamp duty is currently set at 0.1% (rounded up to the nearest dollar) on the value of the transaction, on both the buyer and the seller.
The PRC government has significant oversight over the conduct of our business, and may intervene or influence our operations, which could result in a material adverse change in our operation and/or the value of our ADSs and Class A ordinary shares.
The PRC government has significant oversight over the conduct of our business, and may intervene or influence our operations at any time, which could result in a material adverse change in our operation and/or the value of our ADSs and Class A ordinary shares.
Information on the Company—Business Overview—Regulation—Regulations Relating to Overseas Listing and M&A.” 56 Table of Contents Furthermore, on February 24, 2023, the CSRC released the Provisions on Strengthening the Confidentiality and Archives Administration Related to the Overseas Securities Offering and Listing by Domestic Enterprises, or, the Confidentiality Provisions, which came into effect on March 31, 2023.
Information on the Company—Business Overview—Regulation—Regulations Relating to Overseas Listing and M&A.” Furthermore, on February 24, 2023, the CSRC released the Provisions on Strengthening the Confidentiality and Archives Administration Related to the Overseas Securities Offering and Listing by Domestic Enterprises, or, the Confidentiality Provisions, which came into effect on March 31, 2023.
In addition to the above factors, the price and trading volume of our Class A ordinary shares and/or ADSs may be highly volatile due to multiple factors, including the following: • regulatory developments affecting us or our industry, customers, suppliers or third-party merchants; • announcements of studies and reports relating to the quality of our product and service offerings or those of our competitors; • changes in the economic performance or market valuations of other online retail or e-commerce companies; • actual or anticipated fluctuations in our quarterly results of operations and changes or revisions of our expected results; • changes in financial estimates by securities research analysts; 76 Table of Contents • conditions in the online retail market; • announcements by us or our competitors of new product and service offerings, acquisitions, strategic relationships, joint ventures, capital raisings or capital commitments; • additions to or departures of our senior management; • political or market instability or disruptions, and actual or perceived social unrest in the United States, Hong Kong or other jurisdictions; • fluctuations of exchange rates among RMB, the Hong Kong dollar and the U.S. dollar; • release or expiry of lock-up or other transfer restrictions on our Class A ordinary shares or ADSs; • sales or perceived potential sales of additional Class A ordinary shares or ADSs; • any actual or alleged illegal acts of our senior management or other key employees; • any share repurchase program; and • proceedings instituted by the SEC against PRC-based accounting firms, including our independent registered public accounting firm.
In addition to the above factors, the price and trading volume of our Class A ordinary shares and/or ADSs may be highly volatile due to multiple factors, including the following: • regulatory developments affecting us or our industry, customers, suppliers or third-party merchants; • announcements of studies and reports relating to the quality of our product and service offerings or those of our competitors; • changes in the economic performance or market valuations of other online retail or e-commerce companies; • actual or anticipated fluctuations in our quarterly results of operations and changes or revisions of our expected results; • changes in financial estimates by securities research analysts; • conditions in the online retail market; • announcements by us or our competitors of new product and service offerings, acquisitions, strategic relationships, joint ventures, capital raisings or capital commitments; • additions to or departures of our senior management; • political or market instability or disruptions, and actual or perceived social unrest in the United States, Hong Kong or other jurisdictions; • fluctuations of exchange rates among RMB, the Hong Kong dollar and the U.S. dollar; • release or expiry of lock-up or other transfer restrictions on our Class A ordinary shares or ADSs; • sales or perceived potential sales of additional Class A ordinary shares or ADSs; • any actual or alleged illegal acts of our senior management or other key employees; • any share repurchase program; and • proceedings instituted by the SEC against PRC-based accounting firms, including our independent registered public accounting firm. 78 Table of Contents We adopt different practices as to certain matters as compared with many other companies listed on the Hong Kong Stock Exchange.
If we or any of the consolidated variable interest entities are found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures, including: • revoking the business licenses of such entities; • discontinuing or restricting the conduct of any transactions between certain of our PRC subsidiaries and variable interest entities; • imposing fines, confiscating the income from the consolidated variable interest entities, or imposing other requirements with which we or the consolidated variable interest entities may not be able to comply; 60 Table of Contents • requiring us to restructure our ownership structure or operations, including terminating the contractual arrangements with the consolidated variable interest entities and deregistering the equity pledges of the consolidated variable interest entities, which in turn would affect our ability to consolidate or derive economic interests from the consolidated variable interest entities; or • restricting or prohibiting our use of the proceeds of any of our financing outside China to finance our business and operations in China.
If we or any of the consolidated variable interest entities are found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures, including: • revoking the business licenses of such entities; • discontinuing or restricting the conduct of any transactions between certain of our PRC subsidiaries and variable interest entities; • imposing fines, confiscating the income from the consolidated variable interest entities, or imposing other requirements with which we or the consolidated variable interest entities may not be able to comply; • requiring us to restructure our ownership structure or operations, including terminating the contractual arrangements with the consolidated variable interest entities and deregistering the equity pledges of the consolidated variable interest entities, which in turn would affect our ability to consolidate or derive economic interests from the consolidated variable interest entities; or • restricting or prohibiting our use of the proceeds of any of our financing outside China to finance our business and operations in China. 62 Table of Contents The imposition of any of these penalties would result in a material and adverse effect on our ability to conduct our business.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

229 edited+57 added−60 removed391 unchanged
Key Information—Risk Factors—Risks Related to Our Corporate Structure—If the PRC government determines that the contractual arrangements constituting part of the consolidated variable interest entities structure do not comply with PRC laws and regulations, or if these laws and regulations change or are interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.” Contractual Arrangements with the Significant Consolidated Variable Interest Entities The Jingdong 360 Agreements, Jiangsu Yuanzhou Agreements, Xi’an Jingdong Xincheng Agreements, Jiangsu Jingdong Bangneng Agreements and Suqian Juhe Agreements are substantially similar in key aspects governing the contractual arrangements with a variable interest entity.
Key Information—Risk Factors—Risks Related to Our Corporate Structure—If the PRC government determines that the contractual arrangements constituting part of the consolidated variable interest entities structure do not comply with PRC laws and regulations, or if these laws and regulations change or are interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.” Contractual Arrangements with the Significant Consolidated Variable Interest Entities The Jingdong 360 Agreements, Jiangsu Yuanzhou Agreements, Xi’an Jingdong Xincheng Agreements, Jiangsu Jingdong Bangneng Agreements, Suqian Juhe Agreements and Suqian Hanyu Agreements are substantially similar in key aspects governing the contractual arrangements with a variable interest entity.
However, pursuant to the latest amendment to the Regulations for Administration of Foreign-invested Telecommunications Enterprises issued by the State Council in March 2022, which became effective on May 1, 2022, several provisions, including the requirement that such major foreign investors described above to have a good and profitable record and operating experience in the industry had been removed.
However, pursuant to the amendment to the Regulations for Administration of Foreign-invested Telecommunications Enterprises issued by the State Council in March 2022, which became effective on May 1, 2022, several provisions, including the requirement that such major foreign investors described above to have a good and profitable record and operating experience in the industry had been removed.
In June 2020, we entered into agreements with JD Technology, pursuant to which we have, through a consolidated PRC domestic company, acquired an aggregate of 36.8% equity interest in JD Technology by converting our profit sharing right pursuant to the framework agreement between us and JD Technology and investing additional RMB1.78 billion in cash in JD Technology.
In June 2020, we entered into agreements with JD Technology, pursuant to which we have, through a consolidated PRC domestic company, acquired an aggregate of 36.8% equity interest in JD Technology by converting our profit sharing right pursuant to the framework agreement between us and JD Technology and investing additional RMB1.8 billion in cash in JD Technology.
Pursuant to the Administrative Measures on Internet Information Services promulgated by the State Council in 2000 and amended in 2011, a commercial ICP service operator must obtain an ICP License from the government authorities before engaging in any commercial ICP service in China.
Pursuant to the Administrative Measures on Internet Information Services promulgated by the State Council in 2000 and amended in 2011 and 2024, a commercial ICP service operator must obtain an ICP License from the government authorities before engaging in any commercial ICP service in China.
The Administrative Measures for Internet Advertising set out, among other things, the following requirements for Internet advertising activities: • online advertisements for tobacco (including e-cigarettes) are not allowed, and online advertisements for prescription medicine are not allowed unless otherwise permitted by laws and regulations; • online advertisements for special commodities and services such as medical treatments, pharmaceuticals, medical devices, agrochemicals, veterinary medicine, health foods and food for special medical purposes must be reviewed by competent authorities before online publication, and the advertisements for such commodities and services are not allowed to be published in the form of introducing health and wellness knowledge; • advertisements for medical treatments, pharmaceuticals, health foods, special medical purpose formula foods, medical devices, cosmetics, alcohol, beauty advertisements, and online game advertisements that are detrimental to the physical and mental health of minors shall not be published on Internet media targeted to minors; • Internet advertisements must be visibly marked as “advertisement” while paid-search results must be obviously distinguished from natural search results; and 120 Table of Contents • if the Internet advertisements are published by means of algorithmic recommendation or other technologies, the rules related to algorithm recommendation services and advertising records shall be included in the advertising archives.
The Administrative Measures for Internet Advertising set out, among other things, the following requirements for Internet advertising activities: • online advertisements for tobacco (including e-cigarettes) are not allowed, and online advertisements for prescription medicine are not allowed unless otherwise permitted by laws and regulations; • online advertisements for special commodities and services such as medical treatments, pharmaceuticals, medical devices, agrochemicals, veterinary medicine, health foods and food for special medical purposes must be reviewed by competent authorities before online publication, and the advertisements for such commodities and services are not allowed to be published in the form of introducing health and wellness knowledge; • advertisements for medical treatments, pharmaceuticals, health foods, special medical purpose formula foods, medical devices, cosmetics, alcohol, beauty advertisements, and online game advertisements that are detrimental to the physical and mental health of minors shall not be published on Internet media targeted to minors; • Internet advertisements must be visibly marked as “advertisement” while paid-search results must be obviously distinguished from natural search results; and • if the Internet advertisements are published by means of algorithmic recommendation or other technologies, the rules related to algorithm recommendation services and advertising records shall be included in the advertising archives.
We have been the primary beneficiary of Jiangsu Jingdong Bangneng and treat Jiangsu Jingdong Bangneng as the variable interest entity and have consolidated its financial results in our consolidated financial statements in accordance with U.S.
We have been the primary beneficiary of Jiangsu Jingdong Bangneng and treat Jiangsu Jingdong Bangneng as the variable interest entity and have consolidated its financial results in our consolidated financial statements in accordance with U.S. GAAP.
Leveraging this partnership, we will further accelerate the digital transformation of physical stores to improve the offline shopping experience for computer and digital products, including the extension of “one-hour delivery” service to all ASUS offline stores in China. 93 Table of Contents On February 28, 2022, we held approximately 52% of Dada’s issued and outstanding shares and began to consolidate the financial results of Dada into ours.
Leveraging this partnership, we will further accelerate the digital transformation of physical stores to improve the offline shopping experience for computer and digital products, including the extension of “one-hour delivery” service to all ASUS offline stores in China. 95 Table of Contents On February 28, 2022, we held approximately 52% of Dada’s issued and outstanding shares and began to consolidate the financial results of Dada into ours.
(5) JD.com Investment Limited has 79 subsidiaries that hold, directly or indirectly, the companies invested by us. * The diagram above omits our equity investees that are insignificant individually and in the aggregate. The Consolidated Variable Interest Entities Foreign ownership of certain of our businesses including value-added telecommunication services is subject to restrictions under current PRC laws and regulations.
(5) JD.com Investment Limited has 101 subsidiaries that hold, directly or indirectly, the companies invested by us. * The diagram above omits our equity investees that are insignificant individually and in the aggregate. The Consolidated Variable Interest Entities Foreign ownership of certain of our businesses including value-added telecommunication services is subject to restrictions under current PRC laws and regulations.
These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies. 122 Table of Contents On February 17, 2023, the CSRC, as approved by the State Council, released the Trial Measures.
These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies. 124 Table of Contents On February 17, 2023, the CSRC, as approved by the State Council, released the Trial Measures.
Procuring products on such a massive scale requires considerable expertise, which we have built up over a number of years. None of our suppliers accounted for over 10% (by value) of the products we purchased in 2023. We continue to increase our direct purchases from manufacturers and, where appropriate, to become an authorized reseller.
Procuring products on such a massive scale requires considerable expertise, which we have built up over a number of years. None of our suppliers accounted for over 10% (by value) of the products we purchased in 2024. We continue to increase our direct purchases from manufacturers and, where appropriate, to become an authorized reseller.
Express delivery terminal outlets are not required to obtain a business license. The courier business must be operated within the permitted scope and valid term of the Courier Service Operation Permit. As of December 31, 2023, Jingbangda had obtained one cross-provincial Courier Service Operation Permit, and its 37 subsidiaries had obtained Courier Service Operation Permits. See “Item 3.D.
Express delivery terminal outlets are not required to obtain a business license. The courier business must be operated within the permitted scope and valid term of the Courier Service Operation Permit. As of December 31, 2024, Jingbangda had obtained one cross-provincial Courier Service Operation Permit, and its 37 subsidiaries had obtained Courier Service Operation Permits. See “Item 3.D.
Any lack of requisite approvals, licenses or permits applicable to our business or any failure to comply with applicable laws or regulations may have a material and adverse impact on our business, financial condition and results of operations.” Unmanned Aerial Vehicle Business License According to the Interim Regulations on the Flight Management of Unmanned Aircraft released by the Central Military Commission and the State Council of China in May 2023, the use of civilian unmanned aircraft classified as micro or smaller for flight activities requires the acquisition of a Remotely Piloted Aircraft Systems Air Operator Certificate.
Any lack of requisite approvals, licenses or permits applicable to our business or any failure to comply with applicable laws or regulations may have a material and adverse impact on our business, financial condition and results of operations.” 111 Table of Contents Unmanned Aerial Vehicle Business License According to the Interim Regulations on the Flight Management of Unmanned Aircraft released by the Central Military Commission and the State Council of China in May 2023, the use of civilian unmanned aircraft classified as micro or smaller for flight activities requires the acquisition of a Remotely Piloted Aircraft Systems Air Operator Certificate.
As of December 31, 2023, our nationwide fulfillment infrastructure covered almost all counties and districts across China, with a network of over 1,600 warehouses with an aggregate gross floor area of over 32 million square meters, including warehouse space managed under the JD Logistics Open Warehouse Platform.
As of December 31, 2024, our nationwide fulfillment infrastructure covered almost all counties and districts across China, with a network of over 1,600 warehouses with an aggregate gross floor area of over 32 million square meters, including warehouse space managed under the JD Logistics Open Warehouse Platform.
JD Plus also partnered with content and lifestyle service providers such as Tencent Video, iQiyi, Ctrip, among others, providing JD Plus members with greater benefits.
JD Plus also partnered with content and lifestyle service providers such as Tencent Video, iQiyi, among others, providing JD Plus members with greater benefits.
However, if the tax authorities consider the transactions or arrangements we have are for the primary purpose of enjoying a favorable tax treatment, the tax authorities may adjust the favorable withholding tax in the future. 125 Table of Contents Regulations Relating to Foreign Exchange The principal regulations governing foreign currency exchange in China are the Foreign Exchange Administration Regulations, most recently amended in August 2008.
However, if the tax authorities consider the transactions or arrangements we have are for the primary purpose of enjoying a favorable tax treatment, the tax authorities may adjust the favorable withholding tax in the future. 127 Table of Contents Regulations Relating to Foreign Exchange The principal regulations governing foreign currency exchange in China are the Foreign Exchange Administration Regulations, most recently amended in August 2008.
We do not maintain business interruption insurance other than in connection with the fixed business premises of our 7FRESH business, nor do we maintain product liability insurance or key-man insurance. We consider our insurance coverage to be sufficient for our business operations in China. Environmental, Social and Governance (ESG) ESG is critical to our long-term development.
We do not maintain business interruption insurance other than in connection with the fixed business premises of our 7FRESH business, nor do we maintain product liability insurance or key-man insurance. We consider our insurance coverage to be sufficient for our business operations in China. Environmental, Social and Governance (ESG) ESG is important to our long-term development.
In addition, the Special Management Measures (Negative List) for the Access of Foreign Investment (2021) allows foreign investors to hold more than 50% equity interests in a value-added telecommunications service provider engaging in e-commerce, domestic multiparty communication, storage-and-forward and call center businesses.
In addition, the Special Management Measures (Negative List) for the Access of Foreign Investment (2024) allows foreign investors to hold more than 50% equity interests in a value-added telecommunications service provider engaging in e-commerce, domestic multiparty communication, storage-and-forward and call center businesses.
As of December 31, 2023, JD Logistics operated over 1,600 warehouses, which covered an aggregate gross floor area of over 32 million square meters, including warehouse space managed under the JD Logistics Open Warehouse Platform. JD Logistics harnesses the power of technology to enhance the operational efficiency of warehouse network.
As of December 31, 2024, JD Logistics operated over 1,600 warehouses, which covered an aggregate gross floor area of over 32 million square meters, including warehouse space managed under the JD Logistics Open Warehouse Platform. JD Logistics harnesses the power of technology to enhance the operational efficiency of warehouse network.
If the seller pays compensation and it is the manufacturer that should bear the liability, the seller has a right of recourse against the manufacturer. Similarly, if the manufacturer pays compensation and it is the seller that should bear the liability, the manufacturer has a right of recourse against the seller.
If the seller pays compensation and it is the manufacturer that should bear the liability, the seller has a right of recourse against the manufacturer.
We have been the primary beneficiary of Suqian Juhe and treat Suqian Juhe as the variable interest entity and have consolidated its financial results in our consolidated financial statements in accordance with U.S. GAAP. In addition to the significant consolidated variable interest entities above, we assisted in establishing additional consolidated variable interest entities, such as Suqian Jingdong Tianning.
We have been the primary beneficiary of Suqian Hanyu and treat Suqian Hanyu as the variable interest entity and have consolidated its financial results in our consolidated financial statements in accordance with U.S. GAAP. In addition to the significant consolidated variable interest entities above, we assisted in establishing additional consolidated variable interest entities, such as Suqian Jingdong Tianning.
Accordingly, as of December 31, 2023, we did not purchase any insurance to cover the risks relating to the contractual arrangements. We have consolidated the financial results of the consolidated variable interest entities and their subsidiaries in our consolidated financial statements in accordance with U.S. GAAP.
Accordingly, as of December 31, 2024, we did not purchase any insurance to cover the risks relating to the contractual arrangements. We have consolidated the financial results of the consolidated variable interest entities and their subsidiaries in our consolidated financial statements in accordance with U.S. GAAP.
These products not only reduce our marketers’ labor in marketing campaigns, but also improve their return on investment. 94 Table of Contents JD Logistics JD Logistics is the leading technology-driven supply chain solutions and logistics services provider in China.
These products not only reduce our marketers’ labor in marketing campaigns, but also improve their return on investment. 96 Table of Contents JD Logistics JD Logistics is the leading technology-driven supply chain solutions and logistics services provider in China.
Each of Jingdong 360, Jiangsu Yuanzhou, Xi’an Jingdong Xincheng and Jiangsu Jingdong Bangneng is 45% owned by Mr. Qin Miao, 30% owned by Ms. Yayun Li and 25% owned by Ms. Pang Zhang. Mr. Richard Qiangdong Liu is our chairman of board of directors, Mr. Qin Miao is a vice president of our company, Ms.
Each of Jingdong 360, Jiangsu Yuanzhou, Xi’an Jingdong Xincheng, Jiangsu Jingdong Bangneng and Suqian Hanyu is 45% owned by Mr. Qin Miao, 30% owned by Ms. Yayun Li and 25% owned by Ms. Pang Zhang. Mr. Richard Qiangdong Liu is our chairman of board of directors, Mr. Qin Miao is a vice president of our company, Ms.
As of December 31, 2023, our warehouse network had an aggregate gross floor area of over 32 million square meters, including the gross floor area of the cloud warehouses under our Open Warehouse Platform. We deliver a majority of the orders directly to customers ourselves.
As of December 31, 2024, our warehouse network had an aggregate gross floor area of over 32 million square meters, including the gross floor area of the cloud warehouses under our Open Warehouse Platform. We deliver a majority of the orders directly to customers ourselves.
We offer a wide range of product categories including: • home appliances; • mobile handsets and other digital products; 96 Table of Contents • computers, including desktop, laptop and other varieties, as well as printers and other office equipment; • furniture and household goods; • apparel; • cosmetics and other personal care items and pet products; • women’s shoes, bags, watches, jewelry and luxury goods; • men’s shoes, sports gear and fitness equipment; • automobiles and accessories; • real estate; • maternal and childcare products, toys and musical instruments; • food, beverage and fresh produce; • gifts, flowers and plants; • pharmaceutical and healthcare products, including OCT pharmaceutical products, nutritional supplements, healthcare services and other healthcare equipment; • books, e-books, music, movies and other media products; • virtual goods, including online travel agency, attraction tickets, and prepaid phone cards and game cards; • industrial products; and • installation and maintenance services.
We offer a wide range of product categories including: • home appliances; • mobile handsets and other digital products; • computers, including desktop, laptop and other varieties, as well as printers and other office equipment; • furniture and household goods; • apparel; • cosmetics and other personal care items and pet products; • women’s shoes, bags, watches, jewelry and luxury goods; • men’s shoes, sports gear and fitness equipment; • automobiles and accessories; • maternal and childcare products, toys and musical instruments; • food, beverage and fresh produce; • gifts, flowers and plants; • pharmaceutical and healthcare products, including OCT pharmaceutical products, nutritional supplements, healthcare services and other healthcare equipment; • books, e-books, music, movies and other media products; • virtual goods, including online travel agency, attraction tickets, and prepaid phone cards and game cards; • industrial products; and • installation and maintenance services.
As of December 31, 2023, our warehouse network covered almost all counties and districts across China, consisting of over 1,600 warehouses operated by us and over 2,000 cloud warehouses operated by third-party warehouse owner-operators under our Open Warehouse Platform.
As of December 31, 2024, our warehouse network covered almost all counties and districts across China, consisting of over 1,600 warehouses operated by us and over 2,000 cloud warehouses operated by third-party warehouse owner-operators under our Open Warehouse Platform.
The two parties are leveraging this mutually beneficial partnership to provide better and more convenient shopping experience for users. Strategic Cooperation with Walmart In June 2016, we entered into a series of agreements with Walmart Inc., or Walmart, in relation to our strategic alliance, pursuant to which Walmart subscribed for 144,952,250 of our newly issued Class A ordinary shares.
The two parties are leveraging this mutually beneficial partnership to provide better and more convenient shopping experience for users. 88 Table of Contents Strategic Cooperation with Walmart In June 2016, we entered into a series of agreements with Walmart Inc., or Walmart, in relation to our strategic alliance, pursuant to which Walmart subscribed for 144,952,250 of our newly issued Class A ordinary shares.
In the opinion of Shihui Partners, our PRC legal counsel: • the ownership structures of the consolidated variable interest entities and the PRC subsidiaries that have entered into contractual arrangements with the variable interest entities, including Jingdong Century, will not result in any violation of PRC laws or regulations currently in effect; and • the contractual arrangements among the PRC subsidiaries, including Jingdong Century, the variable interest entities and their respective shareholders governed by PRC law are valid, binding and enforceable, and will not result in any violation of PRC laws or regulations currently in effect.
In the opinion of Shihui Partners, our PRC legal counsel: 131 Table of Contents • the ownership structures of the consolidated variable interest entities and the PRC subsidiaries that have entered into contractual arrangements with the variable interest entities, including Jingdong Century, will not result in any violation of PRC laws or regulations currently in effect; and • the contractual arrangements among the PRC subsidiaries, including Jingdong Century, the variable interest entities and their respective shareholders governed by PRC law are valid, binding and enforceable, and will not result in any violation of PRC laws or regulations currently in effect.
On March 30, 2023, JD Industrials, through its joint sponsors, submitted a listing application form (Form A1) to the Hong Kong Stock Exchange to apply for the listing of, and permission to deal in, its shares on the Main Board of the Hong Kong Stock Exchange.
On March 30, 2023, JD Industrials, through its joint sponsors, submitted a listing application form (Form A1) to the Hong Kong Stock Exchange to apply for the listing of, and permission to deal in, its shares on the Main Board of the Hong Kong Stock Exchange. On March 30, 2025, JD Industrials re-submitted the listing application.
Medical Device Operation Enterprise Permit The Regulations on Supervision and Administration of Medical Devices, issued by the State Council in 2000 and further amended in March 2014, May 2017 and June 2021, divides medical devices into three types.
Medical Device Operation Enterprise Permit The Regulations on Supervision and Administration of Medical Devices, issued by the State Council in 2000 and further amended in March 2014, May 2017, June 2021 and December 2024, divides medical devices into three types.
Jingdong 360 has obtained a Permit for Production and Operation of Radio and TV Programs, which remains valid until July 2025. Regulations Relating to E-Commerce China’s e-commerce industry is at a relatively early stage of development and there are few PRC laws or regulations specifically regulating the e-commerce industry.
Jingdong 360 has obtained a Permit for Production and Operation of Radio and TV Programs, which remains valid until July 2025. 112 Table of Contents Regulations Relating to E-Commerce China’s e-commerce industry is at a relatively early stage of development and there are few PRC laws or regulations specifically regulating the e-commerce industry.
Our digital marketing platform also features marketing tools for online marketing message creation, targeting, bidding, deployment and budget allocation, which enables marketers to manage their digital marketing strategy and spending in a convenient and efficient manner. 90 Table of Contents We are exploring a variety of initiatives to meet our customers’ ever-growing demand.
Our digital marketing platform also features marketing tools for online marketing message creation, targeting, bidding, deployment and budget allocation, which enables marketers to manage their digital marketing strategy and spending in a convenient and efficient manner. We are exploring a variety of initiatives to meet our customers’ ever-growing demand.
Fulfillment Process The following flow chart outlines our fulfillment process: When a customer places an order, our delivery management system automatically processes the order and matches it to the warehouse or warehouses with the appropriate inventory. Picking is done on the basis of instructions that are generated automatically by our warehouse management system.
Fulfillment Process The following flow chart outlines our fulfillment process: 102 Table of Contents When a customer places an order, our delivery management system automatically processes the order and matches it to the warehouse or warehouses with the appropriate inventory. Picking is done on the basis of instructions that are generated automatically by our warehouse management system.
Operators of such apps shall not refuse to provide basic services to users on the ground of users’ refusal to provide their personal non-essential information. In addition, on August 20, 2021, the Standing Committee of the National People’s Congress adopted the Personal Information Protection Law which took effect on November 1, 2021.
Operators of such apps shall not refuse to provide basic services to users on the ground of users’ refusal to provide their personal non-essential information. 118 Table of Contents In addition, on August 20, 2021, the Standing Committee of the National People’s Congress adopted the Personal Information Protection Law which took effect on November 1, 2021.
Under our responsible procurement, we have incorporated requirements for our suppliers in the areas of business ethics, social responsibilities, occupational health and safety, environmental protection, among others, and have established the JD.com Supplier Code of Conduct. People Oriented Our people are the driving force of our sustainable development.
Under our responsible procurement, we have incorporated requirements for our suppliers in the areas of business ethics, social responsibilities, occupational health and safety, environmental protection, among others, and have established the JD.com Supplier Code of Conduct. 106 Table of Contents People Oriented Our people are the driving force of our sustainable development.
As a part of the total consideration, we agreed to issue to Tencent a certain number of our Class A ordinary shares for a consideration of up to US$220 million by reference to prevailing market prices at certain predetermined dates during the three-year period, of which 2,164,326 and 3,761,270 of our Class A ordinary shares were issued in July 2022 and May 2023, respectively.
As a part of the total consideration, we agreed to issue to Tencent a certain number of our Class A ordinary shares for a consideration of up to US$220 million by reference to prevailing market prices at certain predetermined dates during the three-year period, of which 2,164,326, 3,761,270 and 4,119,434 of our Class A ordinary shares were issued in July 2022, May 2023 and May 2024, respectively.
Pursuant to this Circular, investors should register with banks for direct domestic investment and direct overseas investment. 126 Table of Contents The Circular on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, was promulgated by SAFE on June 9, 2016 and was amended on December 4, 2023.
Pursuant to this Circular, investors should register with banks for direct domestic investment and direct overseas investment. The Circular on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, was promulgated by SAFE on June 9, 2016 and was amended on December 4, 2023.
Property, Plant and Equipment Our national headquarters are located in Yizhuang Economic and Technological Development Zone in Beijing, where we own office buildings with an aggregate floor area of approximately 900,000 square meters. We have acquired land use rights in Beijing to build our headquarters.
Property, Plant and Equipment Our national headquarters are located in Yizhuang Economic and Technological Development Zone in Beijing, where we own office buildings with an aggregate floor area of approximately 1,240,000 square meters. We have acquired land use rights in Beijing to build our headquarters.
We believe that our professionally trained delivery personnel are important in helping us to shape customer experience and distinguish ourselves from our competitors. 99 Table of Contents Flexible delivery arrangements . We believe that timely and convenient delivery is an essential part of customer satisfaction, and we arrange our delivery schedule to suit our customers’ needs.
We believe that our professionally trained delivery personnel are important in helping us to shape customer experience and distinguish ourselves from our competitors. Flexible delivery arrangements . We believe that timely and convenient delivery is an essential part of customer satisfaction, and we arrange our delivery schedule to suit our customers’ needs.
Under the prerequisite of ensuring true and compliant use of funds and compliance and complying with the prevailing administrative provisions on use of income from capital projects, enterprises which satisfy the criteria are allowed to use income under the capital account, such as capital funds, foreign debt and overseas listing, etc., for domestic payment, without the need to provide proof materials for veracity to the bank beforehand for each transaction. 127 Table of Contents C.
Under the prerequisite of ensuring true and compliant use of funds and compliance and complying with the prevailing administrative provisions on use of income from capital projects, enterprises which satisfy the criteria are allowed to use income under the capital account, such as capital funds, foreign debt and overseas listing, etc., for domestic payment, without the need to provide proof materials for veracity to the bank beforehand for each transaction.
There is no assurance as to whether or when the proposed listing may take place. 87 Table of Contents On January 28, 2022, JD Property completed the acquisition of CNLP, upon which JD Property had accumulatively acquired approximately 37.02% of the issued share capital of CNLP.
There is no assurance as to whether or when the proposed listing may take place. On January 28, 2022, JD Property completed the acquisition of CNLP, upon which JD Property had accumulatively acquired approximately 37.02% of the issued share capital of CNLP.
Pursuant to the amended and restated loan agreement dated September 30, 2022 between Shanghai Shengdayuan and the shareholders of Jiangsu Yuanzhou, Shanghai Shengdayuan made loans to the shareholders of Jiangsu Yuanzhou for the capitalization of Jiangsu Yuanzhou and the purchase of equity interest of Jiangsu Yuanzhou.
Pursuant to the loan agreement dated September 30, 2022 between Shanghai Shengdayuan and the shareholders of Jiangsu Yuanzhou, Shanghai Shengdayuan made loans to the shareholders of Jiangsu Yuanzhou for the capitalization of Jiangsu Yuanzhou and the purchase of equity interest of Jiangsu Yuanzhou.
It operates JD Daojia (JDDJ), one of China’s largest local on-demand retail platforms for retailers and brand owners, and Dada Now, a leading local on-demand delivery platform open to merchants and individual senders across various industries and product categories.
It operates JD NOW, formerly known as JD Daojia (JDDJ), one of China’s largest local on-demand retail platforms for retailers and brand owners, and Dada Now, a leading local on-demand delivery platform open to merchants and individual senders across various industries and product categories.
On May 22, 2014, our ADSs commenced trading on Nasdaq under the symbol “JD.” Our Class A ordinary shares have been listed on the Hong Kong Stock Exchange since June 18, 2020 under the stock code “9618.” Our RMB counter was launched and became effective since June 7, 2023 under the stock code “89618.” 85 Table of Contents Our Strategic Cooperations Strategic Cooperation with Tencent On March 10, 2014, we acquired certain e-commerce businesses and assets from, and entered into a strategic cooperation agreement and formed a strategic partnership with Tencent, a leading internet company serving the largest online community in China.
On May 22, 2014, our ADSs commenced trading on Nasdaq under the symbol “JD.” Our Class A ordinary shares have been listed on the Hong Kong Stock Exchange since June 18, 2020 under the stock code “9618.” Our RMB counter was launched and became effective since June 19, 2023 under the stock code “89618.” Our Strategic Cooperations Strategic Cooperation with Tencent On March 10, 2014, we acquired certain e-commerce businesses and assets from, and entered into a strategic cooperation agreement and formed a strategic partnership with Tencent, a leading internet company serving the largest online community in China.
According to the Regulations on Management of Housing Fund, an enterprise that fails to make housing fund contributions may be ordered to rectify the noncompliance and pay the required contributions within a stipulated deadline; otherwise, an application may be made to a local court for compulsory enforcement.
According to the Regulations on Management of Housing Fund, an enterprise that fails to make housing fund contributions may be ordered to rectify the non-compliance and pay the required contributions within a stipulated deadline; otherwise, an application may be made to a local court for compulsory enforcement.
Together, these areas form our technology strategy. We strive to deliver best-in-class services to our customers and become the most trusted technology service provider in the industry, powered by our large and sophisticated IT infrastructures. In addition to our core technology innovation, research and development, we also place a strong emphasis on data privacy and security.
Together, these areas form our technology strategy. We strive to deliver best-in-class services to our customers and become the most trusted technology service provider in the industry, powered by our large and sophisticated IT infrastructures. 103 Table of Contents In addition to our core technology innovation, research and development, we also place a strong emphasis on data privacy and security.
We have established and are making continuous efforts to further expand our cold-chain and cross-border logistics capabilities, and in new business areas, to expand product offerings while ensuring superior customer experience. Merchandise Sourcing In our online retail business, we sourced products from over 50,000 suppliers as of December 31, 2023.
We have established and are making continuous efforts to further expand our cold-chain and cross-border logistics capabilities, and in new business areas, to expand product offerings while ensuring superior customer experience. Merchandise Sourcing In our online retail business, we sourced products from over 60,000 suppliers as of December 31, 2024.
Our customers can track the shipping status of their orders through our websites or mobile apps at each step in the process. 101 Table of Contents We are in the process of constructing new warehouses on land where we have obtained land use rights.
Our customers can track the shipping status of their orders through our websites or mobile apps at each step in the process. We are in the process of constructing new warehouses on land where we have obtained land use rights.
The amended and restated exclusive purchase option agreement contains terms substantially similar to the amended and restated exclusive purchase option agreement relating to Jingdong 360 described above. 133 Table of Contents On September 30, 2022, Shanghai Shengdayuan, Jiangsu Jingdong Bangneng and the shareholders of Jiangsu Jingdong Bangneng entered into an exclusive purchase option agreement, which contains terms substantially similar to the amended and restated exclusive purchase option agreement relating to Jingdong 360 described above.
On September 30, 2022, Shanghai Shengdayuan, Jiangsu Jingdong Bangneng and the shareholders of Jiangsu Jingdong Bangneng entered into an exclusive purchase option agreement, which contains terms substantially similar to the amended and restated exclusive purchase option agreement relating to Jingdong 360 described above.
The significant subsidiaries that conduct business operations in China include, among others, the following: • Jingdong Century, established in April 2007, and certain of its subsidiaries in China, which primarily engage in retail business; • Shanghai Shengdayuan Information Technology Co., Ltd., or Shanghai Shengdayuan, which was established in April 2011 and primarily operates our online marketplace business; and • Xi’an Jingxundi Supply Chain Technology Co., Ltd., or Xi’an Jingxundi, which was established in May 2017 and primarily provides technology and consulting services relating to logistics services.
The significant subsidiaries that conduct business operations in China include, among others, the following: • Jingdong Century, established in April 2007, and certain of its subsidiaries in China, which primarily engage in retail business; • Shanghai Shengdayuan Information Technology Co., Ltd., or Shanghai Shengdayuan, which was established in April 2011 and primarily operates our online marketplace business; and • Jiangsu Xinchuan Hailian Supply Chain Management Co., Ltd., or Jiangsu Xinchuan Hailian (previously Xi’an Jingxundi Supply Chain Technology Co., Ltd.), which was established in May 2017 and primarily provides technology and consulting services relating to logistics services.
On June 22, 2020, Jiangsu Huiji Space Technology Co., Ltd. and Suqian Juhe entered into an exclusive technology consulting and services agreement, which contains terms substantially similar to the exclusive technology consulting and services agreement relating to Jingdong 360 as described above.
On June 22, 2020, Jiangsu Huiji and Suqian Juhe entered into an exclusive technology consulting and services agreement, which contains terms substantially similar to the exclusive technology consulting and services agreement relating to Jingdong 360 as described above.
The external revenues of the consolidated variable interest entities and their subsidiaries collectively contributed 6.2%, 6.9% and 7.8% of our consolidated total net revenues for the years ended December 31, 2021, 2022 and 2023, respectively.
The external revenues of the consolidated variable interest entities and their subsidiaries collectively contributed 6.9%, 7.8% and 8.7% of our consolidated total net revenues for the years ended December 31, 2022, 2023 and 2024, respectively.
The business operations agreement with Suqian Juhe contains terms substantially similar to the amended and restated business operations agreement with Jingdong 360 described above.
The business operations agreement with Suqian Hanyu contains terms substantially similar to the amended and restated business operations agreement with Jingdong 360 described above.
A notable example is the Asia No. 1 smart industrial parks, which also demonstrate their industry-leading technological innovations and high technology standards. As of December 31, 2023, JD Logistics operated 41 Asia No. 1 smart industrial parks in 30 cities across China.
A notable example is the Asia No. 1 smart industrial parks, which also demonstrate their industry-leading technological innovations and high technology standards. As of December 31, 2024, JD Logistics operated 45 Asia No. 1 smart industrial parks in 30 cities across China.
We believe that we have the largest online product review database of any online retail company in China, with approximately 12 billion product reviews generated by our customers as of December 31, 2023, which benefits our customers, suppliers and third-party merchants.
We believe that we have the largest online product review database of any online retail company in China, with approximately 14 billion product reviews generated by our customers as of December 31, 2024, which benefits our customers, suppliers and third-party merchants.
Our current or potential competitors include (i) major e-commerce companies in China that offer a wide range of general merchandise product categories, such as Alibaba Group, which operates taobao.com and tmall.com , and (ii) major traditional retailers in China that are moving into online retailing, such as Suning Appliance Company Limited, which operates suning.com .
Our current or potential competitors include (i) major e-commerce companies in China that offer a wide range of general merchandise product categories, such as Alibaba Group, which operates taobao.com and tmall.com , and (ii) major traditional retailers in China that are moving into online retailing, such as Suning.com Group Co., Ltd., which operates suning.com .
If Xi’an Jingdong Xincheng runs into financial deficit or suffers severe operation difficulties, Xi’an Jingxundi will provide financial support to Xi’an Jingdong Xincheng. 132 Table of Contents Business Operations Agreement On September 16, 2022, Jingdong Century entered into a business operations agreement with Jingdong 360 and its shareholders.
If Xi’an Jingdong Xincheng runs into financial deficit or suffers severe operation difficulties, Xi’an Jingxundi will provide financial support to Xi’an Jingdong Xincheng. Business Operations Agreement On September 16, 2022, Jingdong Century entered into a business operations agreement with Jingdong 360 and its shareholders.
Jingdong 360 has been approved to be a pilot to conduct the mobile telecommunications resale business, has renewed the telecommunications business license, and has cooperated with China Telecom in 60 cities and with China Unicom in 105 cities.
Jingdong 360 has been approved to conduct the mobile telecommunications resale business, has renewed the telecommunications business license, and has cooperated with China Telecom in 60 cities and with China Unicom in 105 cities.
On June 22, 2020, Jiangsu Huiji Space Technology Co., Ltd., Suqian Juhe and each of the shareholders of Suqian Juhe entered into an equity pledge agreement, which contains terms substantially similar to the amended and restated equity pledge agreement relating to Jingdong 360 described above.
On June 22, 2020, Jiangsu Huiji, Suqian Juhe and each of the shareholders of Suqian Juhe entered into an equity pledge agreement, which contains terms substantially similar to the amended and restated equity pledge agreement relating to Jingdong 360 described above.
On June 22, 2020, Jiangsu Huiji Space Technology Co., Ltd., Suqian Juhe and the shareholders of Suqian Juhe entered into an exclusive purchase option agreement, which contains terms substantially similar to the amended and restated exclusive purchase option agreement relating to Jingdong 360 described above.
On June 22, 2020, Jiangsu Huiji, Suqian Juhe and the shareholders of Suqian Juhe entered into an exclusive purchase option agreement, which contains terms substantially similar to the amended and restated exclusive purchase option agreement relating to Jingdong 360 described above.
Customers who prefer to pick up their order themselves can select a pickup station when placing the order and use the tracking function to find out when the order has arrived there. We have pickup stations at convenient locations across the country and payment can be made on the spot. Continuous expansion of delivery service .
Customers who prefer to pick up their order themselves can select a pickup station when placing the order and use the tracking function to find out when the order has arrived there. We have pickup stations at convenient locations across the country. Continuous expansion of delivery service .
The powers of attorney contain terms substantially similar to the powers of attorney granted by the shareholders of Jingdong 360 described above. 131 Table of Contents On September 30, 2022, each of the shareholders of Jiangsu Jingdong Bangneng granted an irrevocable power of attorney to Shanghai Shengdayuan, which contains terms substantially similar to the powers of attorney granted by the shareholders of Jingdong 360 described above.
On September 30, 2022, each of the shareholders of Jiangsu Jingdong Bangneng granted an irrevocable power of attorney to Shanghai Shengdayuan, which contains terms substantially similar to the powers of attorney granted by the shareholders of Jingdong 360 described above.
When the ICP service involves areas of news, publication, education, medical treatment, health, pharmaceuticals and medical devices, and if required by law or regulations, specific approval from the respective regulatory authorities must be obtained prior to applying for the ICP License from the MIIT or its provincial level counterpart.
When the ICP service involves areas of news, publication and education, and if required by law or regulations, specific approval from the respective regulatory authorities must be obtained prior to applying for the ICP License from the MIIT or its provincial level counterpart.
More importantly, this has enabled us to offer more value-added technology services to our clients across a wide spectrum of industries. • To create value for our customers, partners and society, we make continual efforts to reduce cost, improve efficiency, and deliver better customer experiences: • Our technology and data-driven management employ an array of key performance indicators to minimize costs and maximize efficiency in our operations; • We continue to encourage innovation with our partners in order to offer customers a holistic shopping experience through both online and offline channels, thereby increasing customer loyalty; and 92 Table of Contents • We have opened up our infrastructure, including logistics, systems and technologies, to our business partners to develop more innovative solutions that could reduce cost and enhance efficiency for society as a whole.
More importantly, this has enabled us to offer more value-added technology services to our clients across a wide spectrum of industries. • To create value for our customers, partners and society, we make continual efforts to reduce cost, improve efficiency, and deliver better customer experiences: • Our technology and data-driven management employ an array of key performance indicators to minimize costs and maximize efficiency in our operations; • We continue to encourage innovation with our partners in order to offer customers a holistic shopping experience through both online and offline channels, thereby increasing customer loyalty; and • We have opened up our infrastructure, including logistics, systems and technologies, to our business partners to develop more innovative solutions that could reduce cost and enhance efficiency for society as a whole. 94 Table of Contents As a result, we are able to offer a broad selection of products, services and solutions at competitive prices as well as excellent experiences.
We offer a wide range of product categories through our online retail business, including electronics products, home appliances and a large variety of other general merchandise categories. We have established strong relationships with our suppliers as our online retail business grows rapidly over time. As of December 31, 2023, we sourced products from over 50,000 suppliers on our platform.
We offer a wide range of product categories through our online retail business, including electronics products, home appliances and a large variety of other general merchandise categories. We have established strong relationships with our suppliers as our online retail business grows rapidly over time. As of December 31, 2024, we sourced products from over 60,000 suppliers.
As of December 31, 2023, our nationwide fulfillment infrastructure covered almost all counties and districts across China, with a network of over 1,600 warehouses with an aggregate gross floor area of over 32 million square meters. We incurred total lease cost of RMB9,545 million, RMB11,132 million and RMB12,275 million (US$1,729 million) in 2021, 2022 and 2023, respectively.
As of December 31, 2024, our nationwide fulfillment infrastructure covered almost all counties and districts across China, with a network of over 1,600 warehouses with an aggregate gross floor area of over 32 million square meters. We incurred total lease cost of RMB11,132 million, RMB12,275 million and RMB12,197 million (US$1,671 million) in 2022, 2023 and 2024, respectively.
Customers can make queries and file complaints via various channels such as phone calls, online written instant messengers, JD official accounts on Weixin and Weibo, and through email. As of December 31, 2023, we had over 16,000 customer service representatives at the Suqian, Wuhan, Chengdu and Datong centers. 98 Table of Contents Returns and exchanges .
Customers can make queries and file complaints via various channels such as phone calls, online written instant messengers, JD official accounts on Weixin and Weibo, and through email. As of December 31, 2024, we had over 20,000 customer service representatives at the Suqian, Wuhan, Chengdu and Datong centers. Returns and exchanges .
We select suppliers and third-party merchants on the basis of brand, reliability, volume and price. They must be able to meet our demands for timely supply of authentic products and also provide high quality after-sale customer service. We perform background checks on our suppliers and third-party merchants and the products they provide before we enter into any agreement.
They must be able to meet our demands for timely supply of authentic products and also provide high quality after-sale customer service. We perform background checks on our suppliers and third-party merchants and the products they provide before we enter into any agreement.
We built our own customer service center in Chengdu, with an aggregate floor area of about 55,000 square meters, and lease our customer service centers in Datong and Wuhan with an aggregate floor area of approximately 41,000 square meters. As of December 31, 2023, we had land use rights in 69 cities in China to build our own warehouses.
We built our own customer service center in Chengdu, with an aggregate floor area of about 255,000 square meters, and lease our customer service centers in Datong and Wuhan with an aggregate floor area of approximately 61,000 square meters. As of December 31, 2024, we had land use rights in 69 cities in China to build our own warehouses.
GAAP. 129 Table of Contents We obtained control over Suqian Juhe through Jiangsu Huiji Space Technology Co., Ltd. by entering into a series of contractual arrangements with Suqian Juhe and the shareholders of Suqian Juhe, which we refer to as the Suqian Juhe Agreements.
We obtained control over Suqian Juhe through Jiangsu Huiji Space Technology Co., Ltd., or Jiangsu Huiji, by entering into a series of contractual arrangements with Suqian Juhe and the shareholders of Suqian Juhe, which we refer to as the Suqian Juhe Agreements.
Our contractual agreements with these other variable interest entities contain terms substantially similar to those in the Jingdong 360 Agreements, Jiangsu Yuanzhou Agreements, Xi’an Jingdong Xincheng Agreements, Jiangsu Jingdong Bangneng Agreements or Suqian Juhe Agreements, as applicable. D.
Our contractual agreements with these other variable interest entities contain terms substantially similar to those in the Jingdong 360 Agreements, Jiangsu Yuanzhou Agreements, Xi’an Jingdong Xincheng Agreements, Jiangsu Jingdong Bangneng Agreements, Suqian Juhe Agreements or Suqian Hanyu Agreements, as applicable. 136 Table of Contents D.
We accept unconditional returns or exchanges within seven days of purchase. For selected categories in our retail business, we provide an extended 30 days return and 180 days replacement policy to our customers. Defective merchandise can be returned for exchange within 15 days of purchase.
We accept returns or exchanges for any reason within seven days of purchase. For selected categories in our retail business, we provide an extended 30 days return and 180 days repair by exchange policy to our customers. Defective merchandise can be returned for exchange within 15 days of purchase.
Pursuant to the loan agreement dated June 22, 2020 between Jiangsu Huiji Space Technology Co., Ltd. and the shareholders of Suqian Juhe, Jiangsu Huiji Space Technology Co., Ltd. made loans to the shareholders of Suqian Juhe solely for the capitalization of Suqian Juhe.
Pursuant to the loan agreement dated June 22, 2020 between Jiangsu Huiji and the shareholders of Suqian Juhe, Jiangsu Huiji made loans to the shareholders of Suqian Juhe solely for the capitalization of Suqian Juhe.
In July 2006, the Ministry of Information Industry, the predecessor of the MIIT, issued the Circular on Strengthening the Administration of Foreign Investment in the Operation of Value-added Telecommunications Business, pursuant to which a PRC domestic company that holds an operating license for value-added telecommunications business, which we refer to as a Value-added Telecommunication License, or a VAT License, is prohibited from leasing, transferring or selling the VAT License to foreign investors in any form and from providing any assistance, including resources, sites or facilities, to foreign investors that conduct a value-added telecommunications business illegally in the PRC.
Foreign-invested enterprises in these pilot areas can apply for the license of these pilot services. 109 Table of Contents In July 2006, the Ministry of Information Industry, the predecessor of the MIIT, issued the Circular on Strengthening the Administration of Foreign Investment in the Operation of Value-added Telecommunications Business, pursuant to which a PRC domestic company that holds an operating license for value-added telecommunications business, which we refer to as a Value-added Telecommunication License, or a VAT License, is prohibited from leasing, transferring or selling the VAT License to foreign investors in any form and from providing any assistance, including resources, sites or facilities, to foreign investors that conduct a value-added telecommunications business illegally in the PRC.
We believe we have the largest online product review database of any online retail company in China with approximately 12 billion product reviews generated by our customers as of December 31, 2023. As of December 31, 2023, we sourced products from over 50,000 suppliers.
We believe we have the largest online product review database of any online retail company in China with approximately 14 billion product reviews generated by our customers as of December 31, 2024. As of December 31, 2024, we sourced products from over 60,000 suppliers.
We plan to expand our nationwide fulfillment network by leasing, building or purchasing additional facilities across China over the next several years. As of December 31, 2023, we had incurred construction in progress costs of RMB9,920 million (US$1,397 million) for these fulfillment facilities and new office buildings. Item 4A. Unresolved Staff Comments None.
We plan to expand our nationwide fulfillment network by leasing, building or purchasing additional facilities across China over the next several years. As of December 31, 2024, we had incurred construction in progress costs of RMB6,164 million (US$845 million) for these fulfillment facilities and new office buildings. Item 4A. Unresolved Staff Comments None.
We are subject to these measures as a result of our online retail marketplace business. Regulations Relating to Internet Content The Administrative Measures on Internet Information Services specify that internet information services regarding news, publications, education, medical and health care, pharmacy and medical devices, among other things, are to be examined, approved and regulated by the authorities.
We are subject to these measures as a result of our online retail marketplace business. 113 Table of Contents Regulations Relating to Internet Content The Administrative Measures on Internet Information Services specify that internet information services regarding news, publications and education, among other things, are to be examined, approved and regulated by the authorities.
The following is a summary of these agreements currently in effect. 130 Table of Contents Agreements that Provide Us with Control Equity Pledge Agreements On September 16, 2022, Jingdong Century, Jingdong 360 and each of the shareholders of Jingdong 360 entered into an equity pledge agreement, pursuant to which each of the shareholders of Jingdong 360 has pledged all of his equity interest in Jingdong 360 to guarantee their and Jingdong 360’s performance of his obligations under, where applicable, the exclusive technology consulting and services agreement, loan agreement, exclusive purchase option agreement and power of attorney.
Agreements that Provide Us with Control Equity Pledge Agreements On September 16, 2022, Jingdong Century, Jingdong 360 and each of the shareholders of Jingdong 360 entered into an equity pledge agreement, pursuant to which each of the shareholders of Jingdong 360 has pledged all of his equity interest in Jingdong 360 to guarantee their and Jingdong 360’s performance of his obligations under, where applicable, the exclusive technology consulting and services agreement, loan agreement, exclusive purchase option agreement and power of attorney.
On September 30, 2022, Shanghai Shengdayuan and Jiangsu Yuanzhou entered into an exclusive technology consulting and services agreement, which supersedes the version entered into in June 2016. The 2022 agreement between Shanghai Shengdayuan and Jiangsu Yuanzhou contains terms substantially similar to the exclusive technology consulting and services agreement relating to Jingdong 360 as described above.
On September 30, 2022, Shanghai Shengdayuan and Jiangsu Yuanzhou entered into an exclusive technology consulting and services agreement, which contains terms substantially similar to the exclusive technology consulting and services agreement relating to Jingdong 360 as described above.
In addition, we lease our other offices in Beijing and regional offices in 70 other cities in China with an aggregate floor area of approximately 354,000 square meters. We own our national customer service center and our data center in Suqian, which have an aggregate floor area of approximately 169,000 and 54,000 square meters, respectively.
In addition, we lease our other offices in Beijing and regional offices in 70 other cities in China with an aggregate floor area of approximately 407,000 square meters. We own our global training center, national customer service center and our data center in Suqian, which have an aggregate floor area of approximately 145,000, 700,000 and 54,000 square meters, respectively.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Net cash used in investing activities in 2022 was RMB54,026 million, consisting primarily of the purchase of short-term investments, cash paid for business combination, cash paid for investment in equity investees and investment securities, cash paid for construction in progress and land use rights, purchases of property, equipment and software, partially offset by the maturity of short-term investments, cash received from disposals of investment in equity investees and investment securities and cash received from sale of development properties.
Net cash used in investing activities in 2022 was RMB54,026 million, consisting primarily of the purchase of short-term investments, cash paid for business combination, cash paid for investments in equity investees and investment securities, cash paid for construction in progress and land use rights, purchases of property, equipment and software, partially offset by the maturity of short-term investments, cash received from disposals of investments in equity investees and investment securities and cash received from sale of development properties.
Technology infrastructure costs include servers and other equipment depreciation, bandwidth and data center costs, rent, utilities and other expenses necessary to support our internal and external business.
Technology infrastructure costs include servers and other equipment depreciation, bandwidth and data center costs, rent, utilities and other expenses necessary to support our internal and external business.
In addition, our wholly foreign-owned subsidiaries in the Chinese mainland may provide RMB funding to their respective subsidiaries only through capital contributions and entrusted loans, and to the consolidated variable interest entities only through entrusted loans. See “Introduction—Summary of Risk Factors—Risks Related to Our Corporate Structure,” “Item 5.B. Operating and Financial Review—Liquidity and Capital Resources” and “Item 3.D.
In addition, our wholly foreign-owned subsidiaries in the Chinese mainland may provide RMB funding to their respective subsidiaries only through capital contributions and entrusted loans, and to the consolidated variable interest entities only through entrusted loans. See “Introduction—Summary of Risk Factors—Risks Related to Our Corporate Structure,” “Item 5.B. Operating and Financial Review and Prospects—Liquidity and Capital Resources” and “Item 3.D.
During 2023, we paid an aggregate of US$36.0 million in interest payments related to these notes. • In June 2020, our Class A ordinary shares commenced trading on the Main Board of the Hong Kong Stock Exchange under the stock code “9618.” We raised from our global offering in connection with the listing in Hong Kong approximately RMB31.3 billion in net proceeds after deducting underwriting commissions, share issuance costs and the offering expenses. • In December 2021, we entered into a five-year US$2.0 billion unsecured term and revolving loan facility with five lead arrangers.
During 2024, we paid an aggregate of US$36.0 million in interest payments related to these notes. • In June 2020, our Class A ordinary shares commenced trading on the Main Board of the Hong Kong Stock Exchange under the stock code “9618.” We raised from our global offering in connection with the listing in Hong Kong approximately RMB31.3 billion in net proceeds after deducting underwriting commissions, share issuance costs and the offering expenses. • In December 2021, we entered into a five-year US$2.0 billion unsecured term and revolving loan facility with five lead arrangers.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period since January 1, 2024 that are reasonably likely to have a material and adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period since January 1, 2025 that are reasonably likely to have a material and adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions.
We plan to continue to invest in technology and innovation to enhance customer experience and provide value-added services to suppliers and third-party merchants. 139 Table of Contents General and administrative expenses Our general and administrative expenses consist primarily of employee related expenses for general corporate functions, including accounting, finance, tax, legal and human relations; costs associated with these functions include facilities and equipment depreciation expenses, rental and other general corporate related expenses.
We plan to continue to invest in technology and innovation to enhance customer experience and provide value-added services to suppliers and third-party merchants. 141 Table of Contents General and administrative expenses Our general and administrative expenses consist primarily of employee related expenses for general corporate functions, including accounting, finance, tax, legal and human relations; costs associated with these functions include facilities and equipment depreciation expenses, rental and other general corporate related expenses.
In addition, payments of dividends from our incorporations in Hong Kong to us are not subject to any Hong Kong withholding tax. 140 Table of Contents Chinese Mainland Generally, our subsidiaries and the consolidated variable interest entities in the Chinese mainland are subject to enterprise income tax on their taxable income in the Chinese mainland at a rate of 25%, except that a few entities in our group benefit from a preferential tax rate of 15% as they conduct business in certain encouraged sectors or areas, and any entity that qualifies as a “software enterprise” is entitled to an exemption from income tax for the first two years and 50% reduction for the next three years from such entity’s first profitable year.
In addition, payments of dividends from our subsidiaries in Hong Kong to us are not subject to any Hong Kong withholding tax. 142 Table of Contents Chinese Mainland Generally, our subsidiaries and the consolidated variable interest entities in the Chinese mainland are subject to enterprise income tax on their taxable income in the Chinese mainland at a rate of 25%, except that a few entities in our group benefit from a preferential tax rate of 15% as they conduct business in certain encouraged sectors or areas, and any entity that qualifies as a “software enterprise” is entitled to an exemption from income tax for the first two years and 50% reduction for the next three years from such entity’s first profitable year.
Our nationwide fulfillment infrastructure covers almost all counties and districts across China, which, as of December 31, 2023, included a warehousing network of over 1,600 warehouses that are operated by us, and an aggregate gross floor area of over 32 million square meters, including warehouse space managed under the JD Logistics Open Warehouse Platform.
Our nationwide fulfillment infrastructure covers almost all counties and districts across China, which, as of December 31, 2024, included a warehousing network of over 1,600 warehouses that are operated by us, and an aggregate gross floor area of over 32 million square meters, including warehouse space managed under the JD Logistics Open Warehouse Platform.
The estimated fair values were based on quoted prices for our publicly traded debt securities as of December 31, 2023. The unsecured senior notes contain covenants including, among others, limitation on liens, and restriction on consolidation, merger and sale of all or substantially all of our assets. We are in compliance with all the covenants.
The estimated fair values were based on quoted prices for our publicly traded debt securities as of December 31, 2024. The unsecured senior notes contain covenants including, among others, limitation on liens, and restriction on consolidation, merger and sale of all or substantially all of our assets. We are in compliance with all the covenants.
The estimated fair values were based on quoted prices for our publicly traded debt securities as of December 31, 2023. The unsecured senior notes contain covenants including, among others, limitation on liens, and restriction on consolidation, merger and sale of all or substantially all of our assets. We are in compliance with all the covenants.
The estimated fair values were based on quoted prices for our publicly traded debt securities as of December 31, 2024. The unsecured senior notes contain covenants including, among others, limitation on liens, and restriction on consolidation, merger and sale of all or substantially all of our assets. We are in compliance with all the covenants.
Since 2019, JD Property established several property funds (the “Property Funds”) together with third parties, including GIC Private Limited (“GIC”) and Mubadala Investment Company (“MIC”). JD Property served as general partner and committed less than 50% of the total capital of each property fund as a limited partner, and cannot control the investment committee.
Since 2019, JD Property established several Property Funds together with third parties, including GIC Private Limited (“GIC”) and Mubadala Investment Company (“MIC”). JD Property served as general partner and committed less than 50% of the total capital of each property fund as a limited partner, and cannot control the investment committee.
Each of the other PRC subsidiaries and the consolidated variable interest entities may allocate a portion of its after-tax profits based on PRC accounting standards to a discretionary surplus fund at its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends.
Each of our PRC subsidiaries and the consolidated variable interest entities may allocate a portion of its after-tax profits based on PRC accounting standards to a discretionary surplus fund at its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends.
During 2023, we paid an aggregate of US$19.4 million in interest payments related to these notes. • In January 2020, we issued an aggregate of US$700 million unsecured senior notes due 2030, with stated annual interest rate of 3.375%, and an aggregate of US$300 million unsecured senior notes due 2050, with stated annual interest rate of 4.125%.
During 2024, we paid an aggregate of US$19.4 million in interest payments related to these notes. • In January 2020, we issued an aggregate of US$700 million unsecured senior notes due 2030, with stated annual interest rate of 3.375%, and an aggregate of US$300 million unsecured senior notes due 2050, with stated annual interest rate of 4.125%.
Impairment Assessment of Investment in Equity Investees Investment in equity investees represents our investments in privately held companies, publicly traded companies and private equity funds.
Impairment Assessment of Investments in Equity Investees Investments in equity investees represents our investments in privately held companies, publicly traded companies and private equity funds.
Financing Activities Net cash used in financing activities in 2023 was RMB5,808 million (US$818 million), consisting primarily of cash paid for dividends, cash paid for repurchase of ordinary shares and ADSs of our company, partially offset by net proceeds from bank borrowings.
Net cash used in financing activities in 2023 was RMB5,808 million, consisting primarily of cash paid for repurchase of ordinary shares and ADSs of our company and cash paid for dividends, partially offset by net proceeds from bank borrowings.
Key Information—Risk Factors—Risks Related to Our Corporate Structure—PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental regulations of currency conversion may delay or prevent us from making loans to our PRC subsidiaries and the consolidated variable interest entities or making additional capital contributions to our wholly foreign-owned subsidiaries in the Chinese mainland, which could materially and adversely affect our liquidity and our ability to fund and expand our business.” RMB may be converted into foreign exchange for current account items, including interest and trade- and service-related transactions.
Key Information—Risk Factors—Risks Related to Our Corporate Structure—PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from making loans to our PRC subsidiaries and the consolidated variable interest entities or making additional capital contributions to our wholly foreign-owned subsidiaries in the Chinese mainland, which could materially and adversely affect our liquidity and our ability to fund and expand our business.” 149 Table of Contents RMB may be converted into foreign exchange for current account items, including interest and trade- and service-related transactions.
We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us. Holding Company Structure JD.com, Inc. is a holding company with no material operations of its own.
We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us. 152 Table of Contents Holding Company Structure JD.com, Inc. is a holding company with no material operations of its own.
See “Forward-Looking Information.” In evaluating our business, you should carefully consider the information provided under the caption “Item 3.D. Key Information—Risk Factors” in this annual report. We caution you that our businesses and financial performance are subject to substantial risks and uncertainties. 135 Table of Contents A. Operating Results Overview We are a leading supply chain-based technology and service provider.
See “Forward-Looking Information.” In evaluating our business, you should carefully consider the information provided under the caption “Item 3.D. Key Information—Risk Factors” in this annual report. We caution you that our businesses and financial performance are subject to substantial risks and uncertainties. A. Operating Results Overview We are a leading supply chain-based technology and service provider.
We make assessment of whether an investment is impaired based on performance and financial position of the investee as well as other evidence of market value at each reporting date. Such assessment includes, but is not limited to, reviewing the investee’s cash position, recent financing, as well as the financial and business performance.
We make assessment of whether an investment is impaired based on performance and financial position of the investee as well as other evidence of market value at each reporting date. Such assessment includes, but is not limited to, financial and business performance, cash position and recent financing rounds.
We recognize an impairment loss equal to the difference between the carrying value and fair value in others, net in the consolidated statements of operations and comprehensive income/(loss) if there is any. Revenues We recognize revenues net of discounts and return allowances when the products are delivered and title is passed to customers.
We recognize an impairment loss equal to the difference between the carrying value and fair value in “others, net” in the consolidated statements of operations and comprehensive income/(loss) if there is any. Revenues We recognize revenues net of discounts and return allowances when the products are delivered and title is passed to customers.
As of December 31, 2021, 2022 and 2023, the balances of current portion of financing provided to our customers that were included in accounts receivable balances amounted to RMB2.5 billion, RMB3.1 billion and RMB2.3 billion (US$0.3 billion), respectively.
As of December 31, 2022, 2023 and 2024, the balances of current portion of financing provided to our customers that were included in accounts receivable balances amounted to RMB3.1 billion, RMB2.3 billion and RMB2.0 billion (US$0.3 billion), respectively.
Our fulfillment expenses in absolute amount increased over 2021, 2022 and 2023, while the fulfillment expenses as a percentage of our total net revenues decreased from 6.2% in 2021 to 6.0% in 2023. Our research and development professionals design, develop and operate the technology platform, develop and post content, and improve our AI, big data and cloud technologies and services.
Our fulfillment expenses in absolute amount increased over 2022, 2023 and 2024, while the fulfillment expenses as a percentage of our total net revenues increased from 6.0% in 2022 to 6.1% in 2024. Our research and development professionals design, develop and operate the technology platform, develop and post content, and improve our AI, big data and cloud technologies and services.
Hong Kong Our subsidiaries incorporated in Hong Kong are subject to a two-tiered income tax rate for taxable income generated from operations in Hong Kong, effective on April 1, 2018.
Hong Kong Our subsidiaries incorporated in Hong Kong are eligible to elect a two-tiered income tax rate for taxable income generated from operations in Hong Kong, effective on April 1, 2018.
In 2023, the principal items accounting for the difference between our net cash provided by operating activities and our net income were certain non-cash expenses, principally depreciation and amortization of RMB8,292 million (US$1,168 million), impairment of goodwill, long-lived assets and equity investments totaled RMB8,211 million (US$1,157 million), share-based compensation of RMB4,804 million (US$677 million), and changes in certain working capital accounts, principally an decrease in inventories of RMB9,891 million (US$1,393 million), and an increase in accounts payable of RMB4,614 million (US$650 million).
In 2023, the principal items accounting for the difference between our net cash provided by operating activities and our net income were certain non-cash expenses, principally depreciation and amortization of RMB8,292 million, impairment of goodwill, long-lived assets and equity investments totaled RMB8,211 million, share-based compensation of RMB4,804 million, and changes in certain working capital accounts, principally an decrease in inventories of RMB9,891 million, and an increase in accounts payable of RMB4,614 million.
(2) Our long-term debt obligations are mainly unsecured senior notes and long-term borrowings, including the portion due within one year. Our investment commitments contracted but without fixed payment schedule amounted to RMB2.3 billion (US$0.3 billion) as of December 31, 2023, which primarily related to capital contribution obligation for certain fund investment.
(2) Our long-term debt obligations are mainly unsecured senior notes and long-term borrowings, including the portion due within one year. Our investment commitments contracted but without fixed payment schedule amounted to RMB1.9 billion (US$0.3 billion) as of December 31, 2024, which primarily related to capital contribution obligation for certain fund investments.
Our accounts receivable turnover days excluding the impact from consumer financing were 2.9 days in 2021, 4.5 days in 2022 and 5.6 days in 2023.
Our accounts receivable turnover days excluding the impact from consumer financing were 4.5 days in 2022, 5.6 days in 2023 and 5.9 days in 2024.
The first HK$2 million of profits earned by our subsidiaries incorporated in Hong Kong will be taxed at half the current tax rate (i.e., 8.25%) while the remaining profits will continue to be taxed at the existing 16.5% tax rate.
If elected, the first HK$2 million of assessable profits by our subsidiaries in Hong Kong will be taxed at half the current tax rate (i.e., 8.25%) while the remaining assessable profits will continue to be taxed at the existing 16.5% tax rate.
In 2023, our share of results of equity investees was a gain of RMB1.0 billion (US$0.1 billion). We may incur impairment charges in connection with our investments or acquisitions and pick up gains or losses of our equity method investments, which could have a material impact on our financial results.
In 2024, our share of results of equity investees was a gain of RMB2.3 billion (US$0.3 billion). We may incur impairment charges in connection with our investments or acquisitions and pick up gains or losses of our equity method investments, which could have a material impact on our financial results.
These increases reflected a stable growth in our sales volumes and scale of operations for our retail business and the related increase in products sourced from our suppliers. Our annual accounts payable turnover days for retail business were 45.3 days in 2021, 52.5 days in 2022 and 53.2 days in 2023.
These increases reflected a stable growth in our sales volumes and scale of operations for our retail business and the related increase in products sourced from our suppliers. Our annual accounts payable turnover days for retail business were 52.5 days in 2022, 53.2 days in 2023 and 58.6 days in 2024.
Operating and Financial Review and Prospects—Operating Results—Selected Statements of Operations Items—Gain on sale of development properties.” For the logistics facilities that met closing conditions, we recorded disposal gain of RMB1,379 million in 2022 and RMB2,283 million (US$322 million) in 2023.
Operating and Financial Review and Prospects—Operating Results—Selected Statements of Operations Items—Gain on sale of development properties.” For the logistics facilities that met closing conditions, we recorded disposal gain of RMB2,283 million in 2023 and RMB1,527 million (US$209 million) in 2024.
For the year ended December 31, 2023, considered the duration and severity of the decline of Dada’s stock price, we assessed that it is more likely than not that the fair value of Dada reporting unit is less than its carrying amount and performed a quantitative impairment test for the Dada reporting unit.
For the year ended December 31, 2023, considered the duration and severity of the decline of Dada’s stock price, we assessed that it is more likely than not that the fair value of Dada reporting unit is less than its carrying amount and performed a quantitative impairment test on the Dada reporting unit and recognized an impairment charge of RMB3,143 million.
Changes in recognition and measurement estimates are recognized in the period in which the changes occur. As of December 31, 2022 and 2023, we did not have any significant unrecognized uncertain tax positions. 155 Table of Contents
Changes in recognition and measurement estimates are recognized in the period in which the changes occur. As of December 31, 2023 and 2024, we did not have any significant unrecognized uncertain tax positions.
For the logistics facilities that met closing conditions, we recorded disposal gain of RMB0.8 billion, RMB1.4 billion and RMB2.3 billion (US$0.3 billion) in 2021, 2022 and 2023, respectively. We derecognized the logistics facilities upon satisfaction of the hand-over condition.
For the logistics facilities that met closing conditions, we recorded disposal gain of RMB1.4 billion, RMB2.3 billion and RMB1.5 billion (US$0.2 billion) in 2022, 2023 and 2024, respectively. We derecognized the logistics facilities upon satisfaction of the hand-over condition.
As a measure of sensitivity, for every 1% of additional inventory valuation allowance as of December 31, 2023, we would have recorded an additional cost of sales of approximately RMB724 million (US$102 million). Goodwill Impairment Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired in a business combination.
As a measure of sensitivity, for every 1% of additional inventory valuation allowance as of December 31, 2024, we would have recorded an additional cost of sales of approximately RMB934 million (US$128 million). 154 Table of Contents Goodwill Impairment Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired in a business combination.
Our accounts receivable primarily include amounts due from customers and online payment channels. As of December 31, 2021, 2022 and 2023, our accounts receivable amounted to RMB11.9 billion, RMB20.6 billion and RMB20.3 billion (US$2.9 billion), respectively. JD Technology provides consumer financing to our customers.
Our accounts receivable primarily include amounts due from customers and online payment channels. As of December 31, 2022, 2023 and 2024, our accounts receivable amounted to RMB20.6 billion, RMB20.3 billion and RMB25.6 billion (US$3.5 billion), respectively. JD Technology provides consumer financing to our customers.
Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by SAFE. As of December 31, 2023, the amount restricted, including paid-in capital and statutory reserve funds, as determined in accordance with PRC accounting standards and regulations, was approximately RMB67.6 billion (US$9.5 billion). 152 Table of Contents C.
Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by SAFE. As of December 31, 2024, the amount restricted, including paid-in capital and statutory reserve funds, as determined in accordance with PRC accounting standards and regulations, was approximately RMB71.5 billion (US$9.8 billion).
Our Ability to Increase Customer Purchases Growth in customer purchases is a key driver of our revenue growth. We have a growing and loyal active customer base. Over the years, our customers have shown loyalty to us through their increased activity levels. Customer purchases are mainly driven by our success in generating repeat purchases from existing customer accounts.
We have a growing and loyal active customer base. Over the years, our customers have shown loyalty to us through their increased activity levels. Customer purchases are mainly driven by our success in generating repeat purchases from existing customer accounts.
If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand, we may seek to issue debt or equity securities or obtain additional credit facilities. 148 Table of Contents Our net inventories amounted to RMB75.6 billion, RMB77.9 billion and RMB68.1 billion (US$9.6 billion) as of December 31, 2021, 2022 and 2023, respectively.
If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand, we may seek to issue debt or equity securities or obtain additional credit facilities. Our net inventories amounted to RMB77.9 billion, RMB68.1 billion and RMB89.3 billion (US$12.2 billion) as of December 31, 2022, 2023 and 2024, respectively.
The net proceeds from the sale of these notes were used for general corporate purposes. As of December 31, 2023, the notes due 2021 were paid off, and the carrying value and estimated fair value of the notes due 2026 were US$497.0 million and US$482.9 million, respectively.
The net proceeds from the sale of these notes were used for general corporate purposes. As of December 31, 2024, the notes due 2021 were paid off, and the carrying value and estimated fair value of the notes due 2026 were US$498.2 million and US$492.9 million, respectively.
We have owned and managed approximately 26 million square meters of fulfillment infrastructure related land in 84 cities in both domestic and overseas markets as of December 31, 2023.
We have owned and managed over 26 million square meters of fulfillment infrastructure related land in 89 cities in both domestic and overseas markets as of December 31, 2024.
In addition, we aim to create value for our suppliers by providing an effective channel for selling large volumes of their products online and by offering them comprehensive information on customer preferences and market demand and ensuring the high quality of fulfillment services.
In addition, we aim to create value for our suppliers by providing an effective channel for selling large volumes of their products online and by offering them comprehensive information on customer preferences and market demand and ensuring the high quality of fulfillment services. We believe this value proposition also helps us obtain favorable terms from suppliers.
This included primarily RMB172.4 billion (US$24.3 billion), HK$3.0 million (US$0.4 million) and US$0.1 billion in the Chinese mainland, RMB3.9 billion (US$0.5 billion) and US$10.0 billion in Hong Kong. Our cash and cash equivalents generally consist of cash on hand, time deposits and liquid investments with maturities of three months or less.
This included primarily RMB172.7 billion (US$23.7 billion), HK$3.2 million (US$0.4 million) and US$13.3 million in the Chinese mainland, RMB7.0 billion (US$1.0 billion), HK$0.7 billion (US$0.1 billion) and US$12.5 billion in Hong Kong. Our cash and cash equivalents generally consist of cash on hand, time deposits and liquid investments with maturities of three months or less.
Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit. 154 Table of Contents During the years ended December 31, 2021, 2022 and 2023, management monitored the actual performance of the business and conducted goodwill impairment test.
Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit. During the years ended December 31, 2022, 2023 and 2024, management monitored the actual performance of the business and conducted goodwill impairment test. No impairment loss of goodwill was recorded for the years ended December 31, 2022.
The split between our online retail business and our online marketplace business thus has a major influence on our revenue growth and our gross margins. Our marketplace and marketing revenues, logistics and other services revenues increased from RMB135.9 billion in 2021 to RMB181.2 billion in 2022, and further to RMB213.4 billion (US$30.1 billion) in 2023.
The split between our online retail business and our online marketplace business thus has a major influence on our revenue growth and our gross margins. Our marketplace and marketing revenues, logistics and other services revenues increased from RMB181.2 billion in 2022 to RMB213.4 billion in 2023, and further to RMB230.8 billion (US$31.6 billion) in 2024.
Our e-commerce business includes online retail and online marketplace. In the online retail business, we acquire products from suppliers and sell them directly to our customers primarily through our mobile apps and websites. In the online marketplace business, third-party merchants sell products to customers primarily through our mobile apps and websites. We also offer marketing, logistics and other value-added services.
Our e-commerce business includes online retail and online marketplace. In the online retail business, we acquire products from suppliers and sell them directly to our customers primarily through our mobile apps and websites. In the online marketplace business, third-party merchants sell products to customers primarily through our mobile apps and websites.
Our annual inventory turnover days were 30.3 days in 2021, 33.2 days in 2022 and 30.3 days in 2023.
Our annual inventory turnover days were 33.2 days in 2022, 30.3 days in 2023 and 31.5 days in 2024.
Our accounts payable primarily include accounts payable to suppliers associated with our retail business. As of December 31, 2021, 2022 and 2023, our accounts payable amounted to RMB140.5 billion, RMB160.6 billion and RMB166.2 billion (US$23.4 billion), respectively.
Our accounts payable primarily include accounts payable to suppliers associated with our retail business. As of December 31, 2022, 2023 and 2024, our accounts payable amounted to RMB160.6 billion, RMB166.2 billion and RMB192.9 billion (US$26.4 billion), respectively.
The increase in our accrued expenses and other current liabilities was primarily due to the increase of vendor deposits. 150 Table of Contents Investing Activities Net cash used in investing activities in 2023 was RMB59,543 million (US$8,386 million), consisting primarily of the purchase of short-term investments and long-term time deposits and wealth management products, cash paid for construction in progress and land use rights, purchases of property, equipment and software and asset acquisitions, partially offset by the maturity of short-term investments, cash received from disposal of equity investments and investment securities and cash received from sale of development properties.
Net cash used in investing activities in 2023 was RMB59,543 million, consisting primarily of the purchase of short-term investments and long-term time deposits and wealth management products, cash paid for construction in progress and land use rights, purchases of property, equipment and software and asset acquisitions, partially offset by the maturity of short-term investments, cash received from disposal of equity investments and investment securities and cash received from sale of development properties.
We plan to continue to hire additional qualified employees to support our business operations and high-quality growth. Gain on sale of development properties The gain on sale of development properties is mainly derived from sale of development properties to property funds.
We plan to continue to hire additional qualified employees to support our business operations and high-quality growth. Gain on sale of development properties The gain on sale of development properties is mainly derived from sale of development properties to real estate investment trust and core funds (collectively, the “Property Funds”).
JD Retail, including JD Health and JD Industrials, among other components, mainly engage in online retail, online marketplace and marketing services in China. JD Logistics includes both internal and external logistics businesses. Dada is a local on-demand delivery and retail platform in China. New Businesses mainly include JD Property, Jingxi and overseas businesses.
JD Retail, including JD Health and JD Industrials, among other components, mainly engages in online retail, online marketplace and marketing services in China. JD Logistics includes both internal and external logistics businesses. New Businesses mainly include Dada, JD Property, Jingxi and overseas businesses.
The net proceeds from the sale of these notes are used for general corporate purposes and refinancing. As of December 31, 2023, the total carrying value and estimated fair value were US$691.5 million and US$626.7 million, respectively, with respect to the notes due 2030, and US$281.4 million and US$223.9 million, respectively, with respect to the notes due 2050.
The net proceeds from the sale of these notes are used for general corporate purposes and refinancing. As of December 31, 2024, the total carrying value and estimated fair value were US$692.0 million and US$641.8 million, respectively, with respect to the notes due 2030, and US$281.5 million and US$231.9 million, respectively, with respect to the notes due 2050.
The following descriptions of critical accounting estimates should be read in conjunction with our consolidated financial statements and other disclosures included in this annual report. For further information, see Note 2 to our consolidated financial statements in this annual report.
The following descriptions of critical accounting estimates should be read in conjunction with our consolidated financial statements and other disclosures included in this annual report. For further information, see Note 2 to our consolidated financial statements in this annual report. 153 Table of Contents Business Combinations We account for business acquisitions under the acquisition method of accounting.
The effect on deferred taxes of a change in tax rate is recognized in our consolidated statements of operations and comprehensive income/(loss) in the period of change. Deferred tax assets and liabilities are classified as non-current in the consolidated balance sheets.
We will continue to monitor the need for a valuation allowance against our deferred tax assets in the future. The effect on deferred taxes of a change in tax rate is recognized in our consolidated statements of operations and comprehensive income/(loss) in the period of change. Deferred tax assets and liabilities are classified as non-current in the consolidated balance sheets.
The increase in our accounts payable and advance from customers was mainly due to the growth of our retail business.
The increase in our accounts payable was due to the growth of our business. The increase in our advance from customers was due to the increase in our sales of prepaid cards.
Income Taxes Current income taxes are provided on the basis of net income for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the tax jurisdictions. We follow the liability method of accounting for income taxes.
We evaluate the potential realization of deferred tax assets on an entity-by-entity basis. Current income taxes are provided on the basis of net income for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the tax jurisdictions.
Net cash provided by financing activities in 2022 was RMB1,180 million, consisting primarily of proceeds from bank borrowings, net proceeds from JD Property’s non-redeemable series B preferred share financing and share placement of JD Logistics, partially offset by repayment of bank borrowings, cash paid for dividends, and cash paid for repurchase of ordinary shares of our company and our subsidiaries.
Net cash provided by financing activities in 2022 was RMB1,180 million, consisting primarily of proceeds from bank borrowings, net proceeds from JD Property’s non-redeemable series B preferred share financing and share placement of JD Logistics, partially offset by repayment of bank borrowings, cash paid for dividends, and cash paid for repurchase of ordinary shares of our company and our subsidiaries. 151 Table of Contents Material cash requirements Our material cash requirements as of December 31, 2024 and any subsequent interim period primarily include our capital expenditures and contractual obligations.
In addition, our marketplace and marketing, logistics and other services generated net service revenues of RMB135.9 billion, RMB181.2 billion and RMB213.4 billion (US$30.1 billion) in 2021, 2022 and 2023, respectively.
In addition, our marketplace and marketing, logistics and other services generated net service revenues of RMB181.2 billion, RMB213.4 billion and RMB230.8 billion (US$31.6 billion) in 2022, 2023 and 2024, respectively.
If the decline in fair value is deemed to be other-than-temporary, the carrying value of the equity investee is written down to fair value. 153 Table of Contents Our equity investments without readily determinable fair values, which do not qualify for NAV practical expedient and over which we do not have the ability to exercise significant influence through the investments in common stock or in substance common stock, are accounted for under the measurement alternative.
Our equity investments without readily determinable fair values, which do not qualify for NAV practical expedient and over which we do not have the ability to exercise significant influence through the investments in common stock or in substance common stock, are accounted for under the measurement alternative.
On May 26, 2022, we subscribed for 261,400,000 ordinary shares of JD Logistics for a total purchase price of approximately US$692 million in cash, upon which we maintained our shareholding in JD Logistics at more than 63% and continued to consolidate JD Logistics’s financial results into our financial statements. 147 Table of Contents JD Health • In August 2020, JD Health completed the non-redeemable series B preference share financing with a group of third-party investors.
On May 26, 2022, we subscribed for 261,400,000 ordinary shares of JD Logistics for a total purchase price of approximately US$692 million in cash, upon which we maintained our shareholding in JD Logistics at more than 63% and continued to consolidate JD Logistics’s financial results into our financial statements.
The following table breaks down our total net revenues by these categories, by amounts and as percentages of total net revenues: 138 Table of Contents For the Year Ended December 31, 2021 2022 2023 RMB % RMB % RMB US$ % (in millions, except for percentages) Electronics and home appliances revenues 492,592 51.8 515,945 49.3 538,799 75,888 49.7 General merchandise revenues 323,063 33.9 349,117 33.4 332,425 46,821 30.6 Net product revenues 815,655 85.7 865,062 82.7 871,224 122,709 80.3 Marketplace and marketing revenues 72,118 7.6 81,970 7.8 84,726 11,933 7.8 Logistics and other service revenues 63,819 6.7 99,204 9.5 128,712 18,129 11.9 Net service revenues 135,937 14.3 181,174 17.3 213,438 30,062 19.7 Total net revenues 951,592 100.0 1,046,236 100.0 1,084,662 152,771 100.0 Net service revenues primarily consist of fees earned from providing marketing and logistics services to our business partners, and commissions earned from third-party merchants for sales made through our online marketplace.
The following table breaks down our total net revenues by these categories, by amounts and as percentages of total net revenues: For the Year Ended December 31, 2022 2023 2024 RMB % RMB % RMB US$ % (in millions, except for percentages) Electronics and home appliances revenues 515,945 49.3 538,799 49.7 564,982 77,402 48.8 General merchandise revenues 349,117 33.4 332,425 30.6 363,025 49,734 31.3 Net product revenues 865,062 82.7 871,224 80.3 928,007 127,136 80.1 Marketplace and marketing revenues 81,970 7.8 84,726 7.8 90,111 12,345 7.8 Logistics and other service revenues 99,204 9.5 128,712 11.9 140,701 19,277 12.1 Net service revenues 181,174 17.3 213,438 19.7 230,812 31,622 19.9 Total net revenues 1,046,236 100.0 1,084,662 100.0 1,158,819 158,758 100.0 140 Table of Contents Net service revenues primarily consist of fees earned from providing marketing and logistics services to our business partners, and commissions earned from third-party merchants for sales made through our online marketplace.
The net proceeds from this loan facility are used for refinancing. JD Industrials • In April 2020, December 2020 and March 2023, JD Industrials entered into definitive agreements for non-redeemable series A, series A-1 and series B preference share financing with a group of third-party investors. The total amount of financing arising was approximately US$545 million.
The net proceeds from this loan facility are used for refinancing. JD Industrials • By March 2023, JD Industrials had raised an aggregate of approximately US$545 million through non-redeemable series A, series A-1 and series B preference share financing with a group of third-party investors.
Research and Development, Patents, and Licenses, etc. We have built our technology platform relying primarily on software and systems that we have developed in-house and to a lesser extent on third-party software that we have modified and incorporated.
We have built our technology platform relying primarily on software and systems that we have developed in-house and to a lesser extent on third-party software that we have modified and incorporated. Our research and development professionals design, develop and operate our technology platform and to improve our AI, big data and cloud technologies and services.
Labor costs are rising in China and we strive to continue improving efficiency and utilization of our fulfillment and other personnel to mitigate this effect. Our fulfillment expenses and thus operational efficiency are also affected by the average size of orders placed by our customers.
Labor costs are rising in China and we strive to continue improving efficiency and utilization of our fulfillment and other personnel to mitigate this effect.
The fair value of the asset or asset group is determined using income approach, market approach or term & reversion method with unobservable inputs (Level 3), depending on the underlying nature of the asset or the asset group. Changes in inputs and assumptions might materially affect the determination of fair value of long-lived assets.
The fair value of the asset or asset group is determined using income approach and market approach with unobservable inputs (Level 3), depending on the underlying nature of the asset or the asset group.
Net cash used in investing activities in 2021 was RMB74,248 million, consisting primarily of the purchase of short-term investments, investment in equity investees and investment securities, cash paid for construction in progress and land use rights, purchases of property, equipment and software, partially offset by the maturity of short-term investments, cash received from disposals of investment in equity investees and investment securities and cash received from sale of development properties.
Investing Activities Net cash used in investing activities in 2024 was RMB871 million (US$119 million), consisting primarily of the purchase of time deposits and wealth management products, cash paid for construction in progress and land use rights, purchases of property, equipment and software and intangible assets, cash paid for asset acquisitions and business combinations, partially offset by the maturity of time deposits and wealth management products, cash received from disposal of equity investments and investment securities and cash received from sale of development properties.
Others, net Others, net are non-operating income/(loss), primarily consist of gains/(losses) from fair value change of long-term investments, gains/(losses) from business and investment disposals, impairment of investments, government incentives, interest income and foreign exchange gains/(losses). Taxation Cayman Islands The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation.
Others, net “Others, net” consists of interest income; gains/(losses) related to long-term investments without significant influence, including fair value changes, acquisitions or disposals gains/(losses), and impairments; government incentives; foreign exchange gains/(losses); and other non-operating income/(losses). Taxation Cayman Islands The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation.
We make analysis on the foreign-derived income, mainly including dividend and interest, earned by its subsidiaries incorporated in Hong Kong, apply for an advance ruling with the Inland Revenue Department of Hong Kong for the income meeting exemption conditions and pay tax for the income subject to Hong Kong profits tax under the foreign-sourced income exemption regime.
We analyze on the foreign-sourced income, mainly dividend and interest, accrued to its subsidiaries in Hong Kong, apply for Commissioner’s Opinion /Advance Ruling with the Inland Revenue Department of Hong Kong on fulfillment of exception requirements under Foreign-Sourced Income Exemption (“FSIE”) regime and pay tax for the income subject to Hong Kong Profits Tax, if any.
We used the proceeds from this loan facility to (i) finance or refinance in whole or in part, one or more of its new or existing eligible green projects and/or (ii) general corporate purposes.
We used the proceeds from this loan facility to (i) finance or refinance in whole or in part, one or more of its new or existing eligible green projects and/or (ii) general corporate purposes. 147 Table of Contents • In May 2024, we issued convertible senior notes in an aggregate principal amount of US$2.0 billion due 2029, or the 2029 Notes.
As of December 31, 2023, the amount restricted, including paid-in capital and statutory reserve funds, as determined in accordance with PRC accounting standards and regulations, was approximately RMB67.6 billion (US$9.5 billion). 136 Table of Contents While our business is influenced by general factors affecting our industry, our operating results are more directly affected by company specific factors, including the following major factors: • our ability to increase customer purchases; • our ability to manage our mix of product and service offerings; • our ability to further increase and leverage our scale of business; • our ability to effectively invest in our fulfillment infrastructure and technology platform; and • our ability to conduct and manage strategic investments and acquisitions.
While our business is influenced by general factors affecting our industry, our operating results are more directly affected by company specific factors, including the following major factors: • our ability to increase customer purchases; • our ability to manage our mix of product and service offerings; • our ability to further increase and leverage our scale of business; • our ability to effectively invest in our fulfillment infrastructure and technology platform; and • our ability to conduct and manage strategic investments and acquisitions. 138 Table of Contents Our Ability to Increase Customer Purchases Growth in customer purchases is a key driver of our revenue growth.
Our capital expenditures for 2021, 2022 and 2023 consisted primarily of expenditures related to the expansion of our fulfillment infrastructure, technology platform, logistics equipment as well as our office buildings.
Capital Expenditures We made capital expenditures of RMB23.7 billion, RMB25.4 billion and RMB18.0 billion (US$2.5 billion) in 2022, 2023 and 2024, respectively. Our capital expenditures for 2022, 2023 and 2024 consisted primarily of expenditures related to the expansion of our fulfillment infrastructure, technology platform, logistics equipment as well as our office buildings.
Cost of revenues Our cost of revenues increased by 2.9% from RMB899,163 million in 2022 to RMB924,958 million (US$130,277 million) in 2023. This increase was primarily due to the growth of costs related to the logistics services provided to merchants and other partners.
The decrease was largely due to Jingxi’s business adjustment. Cost of revenues Our cost of revenues increased by 5.4% from RMB924,958 million in 2023 to RMB974,951 million (US$133,568 million) in 2024. This increase was primarily due to the growth of our online retail business and increase in costs related to the logistics services provided to merchants and other partners.
Our Ability to Effectively Invest in Our Fulfillment Infrastructure and Technology Platform Our results of operations depend in part on our ability to invest in our fulfillment infrastructure and technology platform to cost-effectively meet the demands of our business operations.
Our fulfillment expenses and thus operational efficiency are also affected by the average size of orders placed by our customers. 139 Table of Contents Our Ability to Effectively Invest in Our Fulfillment Infrastructure and Technology Platform Our results of operations depend in part on our ability to invest in our fulfillment infrastructure and technology platform to cost-effectively meet the demands of our business operations.
We continue to focus on economies of scale from enhanced logistics capacity utilization and improvements in efficiencies driven by technology. Marketing expenses Our marketing expenses increased by 6.3% from RMB37,772 million in 2022 to RMB40,133 million (US$5,653 million) in 2023. This increase was primarily due to the increased spending in promotion activities, in particular for JD Retail.
We continue to focus on economies of scale from enhanced logistics capacity utilization and improvements in efficiencies driven by technology. Marketing expenses Our marketing expenses increased by 19.5% from RMB40,133 million in 2023 to RMB47,953 million (US$6,570 million) in 2024.
The table below provides a summary of our operating segment results, with prior period segment information retrospectively recast to conform to current period presentation: For the Year Ended December 31, 2021 2022 2023 RMB RMB RMB US$ (in millions) Net revenues: JD Retail 866,303 929,929 945,343 133,149 JD Logistics 104,693 137,402 166,625 23,469 Dada — 8,030 10,506 1,480 New Businesses 26,063 21,779 16,111 2,269 Inter-segment* (46,043 ) (50,904 ) (53,923 ) (7,596 ) Total segment net revenues 951,016 1,046,236 1,084,662 152,771 Unallocated items** 576 — — — Total consolidated net revenues 951,592 1,046,236 1,084,662 152,771 Operating income/(loss): JD Retail 26,613 34,852 35,925 5,060 JD Logistics (1,827 ) 528 1,005 142 Dada — (1,122 ) (488 ) (69 ) New Businesses (10,600 ) (5,295 ) 159 22 I ncluding: gain on sale of development properties 767 1,379 2,283 322 impairment of long-lived assets — — (1,123 ) (158 ) Total segment operating income 14,186 28,963 36,601 5,155 Unallocated items** (10,045 ) (9,240 ) (10,576 ) (1,490 ) Total consolidated operating income 4,141 19,723 26,025 3,665 * The inter-segment eliminations mainly consist of revenues from supply chain solutions and logistics services provided by JD Logistics to JD Retail, on-demand delivery and retail services provided by Dada to JD Retail and JD Logistics, and property leasing services provided by JD Property to JD Logistics. ** Unallocated items include share-based compensation, amortization of intangible assets resulting from assets and business acquisitions, effects of business cooperation arrangements, and impairment of goodwill and intangible assets, which are not allocated to segments.
The tables below set out our net revenues and income/(loss) from operations by segment, with the segment information for the prior periods retrospectively recast to conform to the presentation for the current period: For the Year Ended December 31, 2022 2023 2024 RMB RMB RMB US$ (in millions) Net revenues: JD Retail 929,929 945,343 1,015,948 139,184 JD Logistics 137,402 166,625 182,837 25,049 New Businesses 29,809 26,617 19,157 2,625 Inter-segment * (50,904 ) (53,923 ) (59,123 ) (8,100 ) Total consolidated net revenues 1,046,236 1,084,662 1,158,819 158,758 * The inter-segment eliminations mainly consist of revenues from supply chain solutions and logistics services provided by JD Logistics to JD Retail, on-demand delivery and retail services provided by Dada to JD Retail and JD Logistics, and property leasing services provided by JD Property to JD Logistics. 144 Table of Contents For the Year Ended December 31, 2022 2023 2024 RMB RMB RMB US$ (in millions) Income/(loss) from operations: JD Retail 34,852 35,925 41,077 5,628 JD Logistics 528 1,005 6,317 865 New Businesses (6,417 ) (329 ) (2,865 ) (393 ) Including other segments items: Gain on sale of development properties 1,379 2,283 1,527 209 Impairment of long-lived assets — (1,123 ) (1,027 ) (141 ) Total segment income from operations 28,963 36,601 44,529 6,100 Unallocated items ** (9,240 ) (10,576 ) (5,793 ) (793 ) Total consolidated income from operations 19,723 26,025 38,736 5,307 ** Unallocated items include share-based compensation, amortization of intangible assets resulting from assets and business acquisitions, effects of business cooperation arrangements, and impairment of goodwill and intangible assets, which are not allocated to segments.
Impairment of goodwill We performed a quantitative impairment test for the Dada reporting unit and recorded an non-cash impairment loss of goodwill of RMB3,143 million (US$443 million) in 2023.
Impairment of goodwill We performed quantitative impairment test on goodwill arising from acquisitions on a reporting unit basis and recorded non-cash impairment losses of RMB3,143 million and RMB799 million (US$109 million) in 2023 and 2024, respectively.
No impairment loss of goodwill was recorded in 2022. 144 Table of Contents Impairment of long-lived assets Our impairment of long-lived assets was RMB2,025 million (US$285 million) in 2023, which primarily consisted of non-cash impairment loss recognized for long-lived assets in relation to JD Property and Dada.
Impairment of long-lived assets Our impairment of long-lived assets decreased by 22.9% from RMB2,025 million in 2023 to RMB1,562 million (US$214 million) in 2024, which primarily consisted of non-cash impairment loss recognized for long-lived assets in relation to Dada, JD Property and other investment properties.
Major financings of our subsidiaries Set forth below are the major financings of our subsidiaries in recent years: JD Logistics • In May 2021, shares of JD Logistics commenced trading on the Main Board of the Hong Kong Stock Exchange under the stock code “2618.” JD Logistics raised from the global offering in connection with the listing in Hong Kong approximately RMB22.9 billion in net proceeds after deducting underwriting commissions, share issuance costs and the offering expenses. • On April 1, 2022, JD Logistics raised approximately HK$3,102 million net proceeds from a group of third-party investors by issuing to them 150,500,000 of its ordinary shares.
Major financings of our subsidiaries Set forth below are the major financings of our subsidiaries in the past three years: JD Logistics • On April 1, 2022, JD Logistics raised approximately HK$3,102 million net proceeds from a group of third-party investors by issuing to them 150,500,000 of its ordinary shares.
We generated total net revenues of RMB951.6 billion, RMB1,046.2 billion and RMB1,084.7 billion (US$152.8 billion) in 2021, 2022 and 2023, respectively. Our online retail business generated net product revenues of RMB815.7 billion, RMB865.1 billion and RMB871.2 billion (US$122.7 billion) in 2021, 2022 and 2023, respectively.
We also offer marketing, logistics and other value-added services. 137 Table of Contents We generated total net revenues of RMB1,046.2 billion, RMB1,084.7 billion and RMB1,158.8 billion (US$158.8 billion) in 2022, 2023 and 2024, respectively. Our online retail business generated net product revenues of RMB865.1 billion, RMB871.2 billion and RMB928.0 billion (US$127.1 billion) in 2022, 2023 and 2024, respectively.
We believe this value proposition also helps us obtain favorable terms from suppliers. 137 Table of Contents As of December 31, 2023, our nationwide fulfillment infrastructure employed a total of 425,469 warehouse and delivery personnel that manages this fulfillment infrastructure and the large number of orders we receive, process and fulfill each year.
As of December 31, 2024, our nationwide fulfillment infrastructure employed a total of 465,626 warehouse and delivery employees that manages this fulfillment infrastructure and the large number of orders we receive, process and fulfill each year.
We continually review our investment in equity investees under equity method to determine whether a decline in fair value to below the carrying value is other-than-temporary.
We continually review our investments in equity investees under equity method to determine whether a decline in fair value to below the carrying value is other-than-temporary. The primary factors we consider in our determination are the duration and severity of the decline in fair value, financial and business performance, cash position and, recent financing rounds.

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Prior to 2005, he was an associate professor of finance at the Graduate School of Business at Stanford University from September 2002 to June 2005 and an associate dean and visiting professor of finance at Cheung Kong Graduate School of Business from July 2004 to June 2005. Professor Huang’s academic research primarily focuses on behavioral finance, credit risk and derivatives.
Prior to 2005, he was Associate Professor of Finance at the Graduate School of Business at Stanford University from September 2002 to June 2005 and Associate Dean and Visiting Professor of Finance at Cheung Kong Graduate School of Business from July 2004 to June 2005. Professor Huang’s academic research primarily focuses on behavioral finance, credit risk and derivatives.
A director is not required to hold any shares in our company by way of qualification. A director who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract or transaction with our company must declare the nature of his interest at a meeting of the directors.
A director is not required to hold any shares in our company by way of qualification. A director who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract or transaction with our company must declare the nature of his or her interest at a meeting of the directors.
JD Logistics granted 224,511,105 and 30,030,446 share options for the years ended December 31, 2020 and 2021, respectively, including the share options granted to Mr. Liu. No share option was granted in 2022 or 2023.
JD Logistics granted 224,511,105 and 30,030,446 share options for the years ended December 31, 2020 and 2021, respectively, including the share options granted to Mr. Liu. No share option was granted in 2022, 2023 or 2024.
The audit committee is responsible for, among other things: 161 Table of Contents • appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; • reviewing with the independent auditors any audit problems or difficulties and management’s response; • discussing the annual audited financial statements with management and the independent auditors; • reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; • reviewing and approving all proposed related party transactions; • meeting separately and periodically with management and the independent auditors; and • monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.
The audit committee is responsible for, among other things: • appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; • reviewing with the independent auditors any audit problems or difficulties and management’s response; • discussing the annual audited financial statements with management and the independent auditors; • reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; • reviewing and approving all proposed related party transactions; • meeting separately and periodically with management and the independent auditors; and • monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.
The nomination committee is responsible for, among other things: • selecting and recommending to the board nominees for election by the shareholders or appointment by the board; • reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity; and 162 Table of Contents • making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board.
The nomination committee is responsible for, among other things: • selecting and recommending to the board nominees for election by the shareholders or appointment by the board; 163 Table of Contents • reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity; and • making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board.
Subject to the Nasdaq Rules and disqualification by the chairman of the relevant board meeting, a director may vote in respect of any contract or transaction or proposed contract or transaction notwithstanding that he may be interested therein, and if he does so his vote will be counted and he may be counted in the quorum at the relevant board meeting at which such contract or transaction or proposed contract or transaction is considered.
Subject to the Nasdaq Rules and disqualification by the chairman of the relevant board meeting, a director may vote in respect of any contract or transaction or proposed contract or transaction notwithstanding that he or she may be interested therein, and if he or she does so his or her vote will be counted and he or she may be counted in the quorum at the relevant board meeting at which such contract or transaction or proposed contract or transaction is considered.
Richard Qiangdong Liu is the sole shareholder and the sole director of Fortune Rising Holdings Limited and he may be deemed to beneficially own the voting power with respect to all of the ordinary shares held by Fortune Rising Holdings Limited in accordance with the rules and regulations of the SEC, notwithstanding the facts described in footnote (10) below.
Richard Qiangdong Liu is the sole shareholder and the sole director of Fortune Rising Holdings Limited and he may be deemed to beneficially own the voting power with respect to all of the ordinary shares held by Fortune Rising Holdings Limited in accordance with the rules and regulations of the SEC, notwithstanding the facts described in footnote (12) below.
In 2023, we recruited new employees in connection with the expansion of our business, and we will continue to invest resources in training, managing and motivating our workforce. In 2023, we have invested a considerable amount of resources in employee career development and training. We have clear talent criteria and have applied them to the whole process of talent management.
In 2024, we recruited new employees in connection with the expansion of our business, and we will continue to invest resources in training, managing and motivating our workforce. In 2024, we have invested a considerable amount of resources in employee career development and training. We have clear talent criteria and have applied them to the whole process of talent management.
The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated.
The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which her compensation is deliberated.
Professor Xu has also contributed his knowledge and expertise to the board of directors of several public companies. Apart from JD.com, Professor Xu currently serves on the board of directors of China Trust Protection Fund Co., Ltd.
Professor Xu has also contributed his knowledge and expertise to the board of directors of several public companies. Apart from JD.com, Professor Xu currently serves on the board of directors of Midea Group Co., Ltd. and China Trust Protection Fund Co., Ltd.
Hsieh has served as a board director of New Oriental Education & Technology Group Inc., the largest provider of private educational services in China listed on the NYSE (NYSE: EDU), since March 2007, and served as its chief financial officer from 2005 to 2015 and its president from 2009 to 2016.
Hsieh has served as a board director of New Oriental Education & Technology Group Inc. (NYSE: EDU), the largest provider of private educational services in China, since March 2007, and served as its chief financial officer from 2005 to 2015 and as its president from 2009 to 2016. Mr.
Liu were fully vested on November 25, 2021. JD Property granted 108,399,512 and 11,348,777 share options to its employees, directors and consultants for the years ended December 31, 2022 and 2023, respectively. In October 2022, options to acquire 81,446,610 ordinary shares of JD Property with an exercise US$0.0000005 per share were granted to Mr.
Liu were fully vested on November 25, 2021. JD Property granted 108,399,512, 11,348,777 and 8,414,710 share options to its employees, directors and consultants for the years ended December 31, 2022, 2023 and 2024, respectively. In October 2022, options to acquire 81,446,610 ordinary shares of JD Property with an exercise US$0.0000005 per share were granted to Mr.
He also served as an independent director, from 2016 to 2023, and chairman of the audit committee from 2016 to 2019, of YUM China Holdings, Inc., a NYSE and HKEX listed (NYSE: YUMC, HKEX: 9987) leading operator of restaurant chains in China including KFC and Pizza Hut. From 2000 to 2002, Mr.
Hsieh also served as an independent director from 2016 to 2023, and chairman of the audit committee from 2016 to 2019, of YUM China Holdings, Inc. (NYSE: YUMC, HKEX: 9987), a leading operator of restaurant chains in China including KFC and Pizza Hut. From 2000 to 2002, Mr.
We are required under PRC law to contribute to employee benefit plans at specified percentages of the salaries, bonuses and certain allowances of our employees up to a maximum amount specified by the local government from time to time. We enter into standard labor contracts with our employees.
We are required under PRC law to contribute to employee benefit plans at specified percentages of the salaries, bonuses and certain allowances of our employees up to a maximum amount specified by the local government from time to time. 165 Table of Contents We enter into standard labor contracts with our employees.
Professor Xu received his Ph.D. in accounting from the University of Minnesota, as well as a master’s degree in management and a bachelor’s degree in mathematics, both from Wuhan University. Caroline Scheufele has served as our independent director since June 2021. Ms.
Professor Xu received his Ph.D. in accounting from the University of Minnesota, as well as a master’s degree in management and a bachelor’s degree in mathematics, both from Wuhan University. 157 Table of Contents Caroline Scheufele has served as our independent director since June 2021. Ms.
Starting from 2016, certain awards have multiple tranches with tiered vesting commencement dates from 2016 to 2020, and each of the tranches is subject to a six-year vesting schedule. The following paragraphs describe the principal terms of the 2023 Plan. Types of Awards .
Starting from 2016, certain awards have multiple tranches with tiered vesting commencement dates from 2016 to 2020, and each of the tranches is subject to a six-year vesting schedule. 160 Table of Contents The following paragraphs describe the principal terms of the 2023 Plan. Types of Awards .
Professor Huang received his bachelor’s degree in physics from Peking University, a Ph.D. in theoretical physics from Cornell University and a Ph.D. in finance from Stanford University. Louis T. Hsieh has served as our independent director since May 2014. Mr.
Professor Huang received his bachelor’s degree in physics from Peking University, a Ph.D. in theoretical physics from Cornell University and a Ph.D. in finance from Stanford University. Louis T. Hsieh has served as our independent director since May 2014. From 2021 to 2024, Mr.
We have established a comprehensive employee training and development system covering leadership, general competencies, and professional competencies. Our comprehensive training program covers corporate culture, employee rights and responsibilities, team building, professional behavior, job performance, management skills, leadership, and administrative decision-making. As of December 31, 2023, over 1,100 management trainees had undergone our dedicated management training program.
We have established a comprehensive employee training and development system covering leadership, general competencies, and professional competencies. Our comprehensive training program covers corporate culture, employee rights and responsibilities, team building, professional behavior, job performance, management skills, leadership, and administrative decision-making. As of December 31, 2024, over 1,300 management trainees had undergone our dedicated management training program.
Share Incentive Plans Our Share Incentive Plans Our current share incentive plan became effective on December 21, 2023. We refer to this as the 2023 Plan. Our previous plan was adopted in November 2014 and expired on December 20, 2023. We refer to that plan as the 2014 Plan.
Share Incentive Plans Our Share Incentive Plans Our current share incentive plan, as amended from time to time, became effective on December 21, 2023. We refer to this as the 2023 Plan. Our previous plan was adopted in November 2014 and expired on December 20, 2023. We refer to that plan as the 2014 Plan.
We have adopted a charter for each of the four committees. Audit Committee Our audit committee consists of Louis T. Hsieh, Ming Huang and Dingbo Xu. Mr. Hsieh is the chairperson of our audit committee. We have determined that Mr. Hsieh, Mr. Huang and Mr.
We have adopted a charter for each of the four committees. 162 Table of Contents Audit Committee Our audit committee consists of Louis T. Hsieh, Ming Huang and Dingbo Xu. Mr. Hsieh is the chairperson of our audit committee. We have determined that Mr. Hsieh, Mr. Huang and Mr.
Class A Ordinary Shares Class B Ordinary Shares Total Ordinary Shares % of Total Ordinary Shares % of Aggregate Voting Power Directors and Executive Officers: Richard Qiangdong Liu 37,374,550 (1) 305,630,780 (1) 343,005,330 (1) 11.2 (1) 70.5 (2) Sandy Ran Xu * — * * * Ming Huang (3) * — * * * Louis T.
Class A Ordinary Shares Class B Ordinary Shares Total Ordinary Shares % of Total Ordinary Shares % of Aggregate Voting Power Directors and Executive Officers: Richard Qiangdong Liu 37,374,550 (1) 305,630,780 (1) 343,005,330 (1) 11.7 (1) 71.7 (2) Sandy Ran Xu * — * * * Ming Huang (3) * — * * * Louis T.
Compensation Committee Our compensation committee consists of Ming Huang and Carol Yun Yau Li. Mr. Huang is the chairperson of our compensation committee. We have determined that Mr. Huang and Ms. Li satisfy the “independence” requirements of Nasdaq.
Compensation Committee Our compensation committee consists of Ming Huang, Carol Yun Yau Li and Grace Kun Ding. Mr. Huang is the chairperson of our compensation committee. We have determined that Mr. Huang, Ms. Li and Ms. Ding satisfy the “independence” requirements of Nasdaq.
Liu were fully vested on December 30, 2021. JD Industrials granted 2,660,000 and 47,915,455 share options to its employees, directors and consultants for the years ended December 31, 2022 and 2023, respectively.
Liu were fully vested on December 30, 2021. JD Industrials granted 2,660,000, 47,915,455 and 20,209,266 share options to its employees, directors and consultants for the years ended December 31, 2022, 2023 and 2024, respectively.
Environmental, Social and Governance (ESG) Committee Our ESG committee consists of Richard Qiangdong Liu, Dingbo Xu and Carol Yun Yau Li. Mr. Liu is the chairperson of our ESG committee. The ESG committee assists the board of the directors in overseeing the ESG relevant to our Company.
Environmental, Social and Governance (ESG) Committee Our ESG committee consists of Richard Qiangdong Liu, Dingbo Xu, Carol Yun Yau Li and Jennifer Ngar-Wing Yu. Mr. Liu is the chairperson of our ESG committee. The ESG committee assists the board of the directors in overseeing the ESG relevant to our Company.
Nomination Committee Our nomination committee consists of Dingbo Xu, Louis T. Hsieh and Caroline Scheufele. Mr. Xu is the chairperson of our nomination committee. Mr. Xu, Mr. Hsieh and Ms. Scheufele satisfy the “independence” requirements of Nasdaq.
Nomination Committee Our nomination committee consists of Dingbo Xu, Louis T. Hsieh, Caroline Scheufele and Grace Kun Ding. Mr. Xu is the chairperson of our nomination committee. Mr. Xu, Mr. Hsieh, Ms. Scheufele and Ms. Ding satisfy the “independence” requirements of Nasdaq.
Zhang has held multiple key roles within different departments in our company, including our company’s chairman office, JD Retail and JD Technology. Ms. Zhang currently serves as a director of JD Technology. Ms. Zhang holds a Cornell-Tsinghua Finance MBA and a bachelor’s degree from Central University of Finance and Economics. B.
Zhang held multiple key roles within different departments in our company, including our company’s chairman office, JD Retail and JD Technology. Ms. Zhang holds a Cornell-Tsinghua Finance MBA and a bachelor’s degree from Central University of Finance and Economics. B.
JD Logistics also granted restricted share units to its employees, directors and consultants starting from July 2021 and granted 9,663,953, 41,570,538 and 55,937,435 restricted share units in 2021, 2022 and 2023, respectively. In October 2020, options to acquire 99,186,705 ordinary shares of JD Logistics with an exercise price of US$0.01 per share were granted to Mr.
JD Logistics also granted restricted share units to its employees, directors and consultants starting from July 2021 and granted 41,570,538, 55,937,435 and 59,551,652 restricted share units in 2022, 2023 and 2024, respectively. In October 2020, options to acquire 99,186,705 ordinary shares of JD Logistics with an exercise price of US$0.01 per share were granted to Mr.
Huang was a professor of finance at China Europe International Business School. Mr. Huang also served as a professor of finance at Cheung Kong Graduate School of Business in China from July 2008 to June 2010 and Dean of the School of Finance at Shanghai University of Finance and Economics from April 2006 to March 2009.
Huang also served as Professor of Finance at Cheung Kong Graduate School of Business in China from July 2008 to June 2010 and Dean of the School of Finance at Shanghai University of Finance and Economics from April 2006 to March 2009.
Hsieh currently serves as the global chief financial officer, since April 2021, and board director, since June 2021, of Hesai Technology (NASDAQ: HSAI), a global leader in 3-D Lidar solutions. From 2017 to 2019, Mr. Hsieh served as the global chief financial officer of Nio Inc., a leading electric car original equipment manufacturer (NYSE: NIO). Mr.
Hsieh served as the global chief financial officer and board director of Hesai Technology (NASDAQ: HSAI), a global leader in 3-D Lidar solutions. From 2017 to 2019, Mr. Hsieh served as the global chief financial officer of Nio Inc. (NYSE: NIO), a leading electric car original equipment manufacturer. Mr.
Liu according to the JD Property’ s share incentive plan, and the share options were fully vested on October 1, 2022. Total share-based compensation expenses were RMB467 million, RMB354 million and RMB34 million (US$5 million) under JD Property’s share incentive plan for the years ended December 31, 2021, 2022 and 2023, respectively.
Liu according to the JD Property’ s share incentive plan, and the share options were fully vested on October 1, 2022. Total share-based compensation expenses were RMB354 million, RMB34 million and RMB30 million (US$4 million) under JD Property’s share incentive plan for the years ended December 31, 2022, 2023 and 2024, respectively.
JD Health granted 94,770,812 share options in 2020, including the share options granted to Mr. Liu. No share option was granted in 2021, 2022 or 2023. JD Health also granted restricted share units to its employees, directors and consultants starting from January 2021, and granted 80,582,712, 4,638,422 and 6,051,558 restricted share units in 2021, 2022 and 2023, respectively.
JD Health granted 94,770,812 share options in 2020, including the share options granted to Mr. Liu. No share option was granted in 2022, 2023 or 2024. JD Health also granted restricted share units to its employees, directors and consultants starting from January 2021, and granted 4,638,422, 6,051,558 and 8,706,890 restricted share units in 2022, 2023 and 2024, respectively.
Compensation In 2023, we paid or accrued an aggregate of approximately RMB37 million (US$5 million) in cash to our directors and executive officers as a group. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors.
Compensation In 2024, we paid or accrued an aggregate of approximately RMB92 million (US$13 million) in cash to our directors and executive officers as a group. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors.
The number of restricted shares, restricted share units and options that were granted to each of our other directors and executive officers and remain outstanding represents less than 1% of our total outstanding ordinary shares on an as-converted basis as of March 31, 2024.
The number of restricted shares, restricted share units and options that were granted to each of our other directors and executive officers and remain outstanding represents less than 1% of our total outstanding ordinary shares on an as-converted basis as of February 28, 2025.
Total share-based compensation expenses were RMB1,201 million, RMB961 million and RMB793 million (US$112 million) under JD Logistics’s share incentive plans for the years ended December 31, 2021, 2022 and 2023, respectively. 160 Table of Contents JD Health adopted its own share incentive plans in 2020, which permits the granting of stock options, restricted share units and other types of awards of JD Health to its employees, directors and consultants.
Total share-based compensation expenses were RMB961 million, RMB793 million and RMB532 million (US$73 million) under JD Logistics’s share incentive plans for the years ended December 31, 2022, 2023 and 2024, respectively. 161 Table of Contents JD Health adopted its own share incentive plans in 2020, which permits the granting of stock options, restricted share units and other types of awards of JD Health to its employees, directors and consultants.
Professor Xu has served as a faculty member and professor in highly-respected universities for more than two decades. He is currently Essilor Chair Professor in Accounting and an Associate Dean at China Europe International Business School (CEIBS).
Dingbo Xu has served as our independent director since May 2018. Professor Xu has served as a faculty member and professor in highly-respected universities for more than two decades. He is currently Essilor Chair Professor in Accounting and an Associate Dean at China Europe International Business School (CEIBS).
Total share-based compensation expenses were RMB2,561 million, RMB2,068 million and RMB1,778 million (US$250 million) under JD Health’s share incentive plans for the years ended December 31, 2021, 2022 and 2023, respectively.
Total share-based compensation expenses were RMB2,068 million, RMB1,778 million and RMB1,143 million (US$157 million) under JD Health’s share incentive plans for the years ended December 31, 2022, 2023 and 2024, respectively.
Directors and Executive Officers Age Position/Title Richard Qiangdong Liu 51 Chairman of the Board of Directors Sandy Ran Xu 47 Chief Executive Officer and Executive Director Ming Huang 60 Independent Director Louis T.
Directors and Executive Officers Age Position/Title Richard Qiangdong Liu 52 Chairman of the Board of Directors Sandy Ran Xu 48 Chief Executive Officer and Executive Director Ming Huang 61 Independent Director Louis T.
Each executive officer has agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law, any of our confidential information or trade secrets, any confidential information or trade secrets of our clients or prospective clients, or the confidential or proprietary information of any third party received by us and for which we have confidential obligations.
The executive officer may resign at any time with a 30-day advance written notice. 159 Table of Contents Each executive officer has agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law, any of our confidential information or trade secrets, any confidential information or trade secrets of our clients or prospective clients, or the confidential or proprietary information of any third party received by us and for which we have confidential obligations.
Share Ownership The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of March 31, 2024 by: • each of our directors and executive officers; and 164 Table of Contents • each person known to us to own beneficially more than 5% of our total outstanding shares.
Share Ownership The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of February 28, 2025 by: • each of our directors and executive officers; and • each person known to us to own beneficially more than 5% of our total outstanding shares.
The maximum aggregate number of our shares which may be issued pursuant to all awards under our 2023 Plan is 255,109,079 shares as of the date of this annual report.
The maximum aggregate number of our shares which may be issued pursuant to all awards under our 2023 Plan is 284,208,334 shares as of the date of this annual report.
Share Incentive Plans of our Consolidated Subsidiaries In addition, certain of our consolidated subsidiaries approved and adopted their own share incentive plans. JD Logistics adopted its own share incentive plans in 2018 and 2021, which permit the granting of stock options, restricted share units and other types of awards of JD Logistics to its employees, directors and consultants.
JD Logistics adopted its own share incentive plans in 2018 and 2021, which permit the granting of stock options, restricted share units and other types of awards of JD Logistics to its employees, directors and consultants.
Total share-based compensation expenses were RMB684 million, RMB7 million and RMB180 million (US$25 million) under JD Industrials’s share incentive plan for the years ended December 31, 2021, 2022 and 2023, respectively. C. Board Practices Board of Directors Our board of directors consists of seven directors.
Total share-based compensation expenses were RMB7 million, RMB180 million and RMB160 million (US$22 million) under JD Industrials’s share incentive plan for the years ended December 31, 2022, 2023 and 2024, respectively. C. Board Practices Board of Directors Our board of directors consists of nine directors.
To our knowledge, as of March 31, 2024, a total of 1,061,329,563 Class A ordinary shares were held by four record holders in the United States, and one of these holders is Deutsche Bank Trust Company Americas, the depositary of our ADS program, which held 37.1% of our Class A ordinary shares on record, representing approximately 33.3% of our total issued shares on record as of March 31, 2024 (including shares issued to it for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under our share incentive plans, shares repurchased but not yet cancelled, and the Class A ordinary shares held in our Hong Kong register of members).
To our knowledge, as of February 28, 2025, a total of 1,044,648,921 Class A ordinary shares were held by four record holders in the United States, and one of these holders is Deutsche Bank Trust Company Americas, the depositary of our ADS program, which held 39.3% of our Class A ordinary shares on record, representing approximately 35.0% of our total issued shares on record as of February 28, 2025 (including shares issued to it for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under our share incentive plans, shares repurchased but not yet cancelled, and the Class A ordinary shares held in our Hong Kong register of members).
As of December 31, 2023, the awards that had been granted under the 2014 Plan to our directors, officers, employees and consultants and remained outstanding included (i) restricted share units to receive an aggregate of 53,988,060 ordinary shares, excluding restricted share units that were forfeited, cancelled, or vested after the relevant grant date, and (ii) options to purchase an aggregate of 17,803,820 ordinary shares, excluding options that were forfeited, cancelled, or exercised after the relevant grant date.
As of December 31, 2024, the awards that had been granted under the 2014 Plan to our directors, officers, employees and consultants and remained outstanding included (i) restricted share units to receive an aggregate of 29,533,210 ordinary shares, excluding restricted share units that were forfeited, cancelled, or vested after the relevant grant date, and (ii) options to purchase an aggregate of 17,645,740 ordinary shares, excluding options that were forfeited, cancelled, or exercised after the relevant grant date.
Additional Information—Memorandum and Articles of Association” for a more detailed description of our Class A ordinary shares and Class B ordinary shares. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. F. Disclosure of A Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable.
Additional Information—Memorandum and Articles of Association” for a more detailed description of our Class A ordinary shares and Class B ordinary shares. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. F.
Board Diversity Matrix Board Diversity Matrix (as of March 31, 2024) Country of Principal Executive Offices: People’s Republic of China Foreign Private Issuer Yes Disclosure Prohibited Under Home Country Law No Total Number of Directors 7 Female Male Non Binary Did Not Disclose Gender Part I: Gender Identity Directors 3 4 — — Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction — LGBTQ+ — Did Not Disclose Demographic Background — D.
Board Diversity Matrix Board Diversity Matrix (as of February 28, 2025) Country of Principal Executive Offices: People’s Republic of China Foreign Private Issuer Yes Disclosure Prohibited Under Home Country Law No Total Number of Directors 9 Female Male Non Binary Did Not Disclose Gender Part I: Gender Identity Directors 5 4 — — Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction — LGBTQ+ — Did Not Disclose Demographic Background 1 164 Table of Contents D.
He also worked in the TMT Group of the Investment Banking Division at Goldman Sachs (Asia) L.L.C. from 2015 to 2019 and served as an Executive Director from January 2017 to September 2019. Mr.
Shan worked at Lavender Hill Capital Partners from October 2019 to November 2021 and served as a Managing Director from January 2021 to November 2021. He also worked in the TMT Group of the Investment Banking Division at Goldman Sachs (Asia) L.L.C. from 2015 to 2019 and served as an Executive Director from January 2017 to September 2019. Mr.
Employees As of December 31, 2021, 2022 and 2023, we had a total of 385,357, 450,679 and 517,124 employees, respectively.
Employees As of December 31, 2022, 2023 and 2024, we had a total of 450,679, 517,124 and 570,895 employees, respectively.
(6) The business address of Ms. Scheufele is Chopard & Cie SA, Rue de Veyrot 8, 1217 Meyrin, Switzerland. (7) The business address of Ms. Li is Tower B 36/F, 8 Jianguomenwai Avenue, Chaoyang District, Beijing, China.
(6) The business address of Ms. Scheufele is Chopard & Cie SA, Rue de Veyrot 8, 1217 Meyrin, Switzerland. (7) The business address of Ms. Li is Tower B 36/F, 8 Jianguomenwai Avenue, Chaoyang District, Beijing, China. (8) The business address of Ms. Ding is 5 Interchange Park, Robinson Way, Portsmouth, England, PO3 5QD, United Kingdom.
Fortune Rising Holdings Limited holds these Class B ordinary shares for the purpose of transferring such shares to the plan participants according to our awards under our share incentive plans, and administers the awards and acts according to our instruction. Fortune Rising Holdings Limited exercises the voting power with respect to these shares according to our instruction.
(12) Represents 16,852,992 Class B ordinary shares held by Fortune Rising Holdings Limited. Fortune Rising Holdings Limited holds these Class B ordinary shares for the purpose of transferring such shares to the plan participants according to our awards under our share incentive plans, and administers the awards and acts according to our instruction.
Hsieh 59 Independent Director Dingbo Xu 61 Independent Director Caroline Scheufele 62 Independent Director Carol Yun Yau Li 44 Independent Director Ian Su Shan 42 Chief Financial Officer Pang Zhang 35 Chief Human Resources Officer Richard Qiangdong Liu has been the chairman of our company since inception and served as our chief executive officer until April 2022.
Hsieh 60 Independent Director Dingbo Xu 62 Independent Director Caroline Scheufele 63 Independent Director Carol Yun Yau Li 45 Independent Director Grace Kun Ding 48 Independent Director Jennifer Ngar-Wing Yu 43 Independent Director Ian Su Shan 43 Chief Financial Officer Pang Zhang 36 Chief Human Resources Officer Richard Qiangdong Liu has been the chairman of our company since inception and served as our chief executive officer until April 2022.
Our board of directors has the authority to amend or terminate the plan subject to shareholder approval to the extent necessary and desirable to comply with applicable law.
Termination of the 2023 Plan . Unless terminated earlier, the 2023 Plan will terminate automatically on December 20, 2033. Our board of directors has the authority to amend or terminate the plan subject to shareholder approval to the extent necessary and desirable to comply with applicable law.
Fortune Rising Holdings Limited is a company incorporated in the British Virgin Islands. Mr. Richard Qiangdong Liu is the sole shareholder and the sole director of Fortune Rising Holdings Limited. The registered address of Fortune Rising Holdings Limited is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.
Max Smart Limited is a British Virgin Islands company beneficially owned by Mr. Richard Qiangdong Liu through a trust and of which Mr. Richard Qiangdong Liu is the sole director. The registered address of Max Smart Limited is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.
The calculations in the table below are based on 3,060,465,925 ordinary shares outstanding as of March 31, 2024, comprising of (i) 2,737,299,301 Class A ordinary shares (excluding 122,968,412 Class A ordinary shares, which consisted of shares issued to our depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under our share incentive plans and shares repurchased but not yet cancelled), and (ii) 323,166,624 Class B ordinary shares.
The calculations in the table below are based on 2,906,588,945 ordinary shares outstanding as of February 28, 2025, comprising of (i) 2,584,105,173 Class A ordinary shares (excluding 73,917,122 Class A ordinary shares, which consisted of shares issued to our depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under our share incentive plans and shares repurchased but not yet cancelled), and (ii) 322,483,772 Class B ordinary shares.
The executive officers have also agreed to disclose in confidence to us all inventions, designs and trade secrets which they conceive, develop or reduce to practice during the executive officer’s employment with us and to assign all right, title and interest in them to us, and assist us in obtaining and enforcing patents, copyrights and other legal rights for these inventions, designs and trade secrets. 158 Table of Contents In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment and typically for two years following the last date of employment.
The executive officers have also agreed to disclose in confidence to us all inventions, designs and trade secrets which they conceive, develop or reduce to practice during the executive officer’s employment with us and to assign all right, title and interest in them to us, and assist us in obtaining and enforcing patents, copyrights and other legal rights for these inventions, designs and trade secrets.
She has significant experience in leadership development as well as organizational processes optimization, and has always committed to exploring a brand-new type of platform-based HR system, thus to better support diversified business groups at JD.com. She also leads our company’s diversity, equality and inclusion efforts. Ms.
Pang Zhang has served as our chief human resources officer since December 2020. Ms. Zhang joined our company in July 2011. She has significant experience in leadership development as well as organizational processes optimization, and has always committed to exploring a brand-new type of platform-based HR system, thus to better support diversified business groups at JD.com. Ms.
Ming Huang, Mr. Louis T. Hsieh, Mr. Dingbo Xu, Ms. Caroline Scheufele and Ms. Carol Yun Yau Li, the business address of our directors and executive officers is JD national headquarters at No. 18 Kechuang 11 Street, Yizhuang Economic and Technological Development Zone, Daxing District, Beijing 101111, P.R. China.
Jennifer Ngar-Wing Yu, the business address of our directors and executive officers is JD national headquarters at No. 18 Kechuang 11 Street, Yizhuang Economic and Technological Development Zone, Daxing District, Beijing 101111, P.R.
(1) Represents (i) 305,630,780 Class B ordinary shares directly held by Max Smart Limited, (ii) 11,487,275 ADSs, representing 22,974,550 Class A ordinary shares, held by Max Smart Limited, and (iii) 14,400,000 Class A ordinary shares that Mr. Liu had the right to acquire upon exercise of options that shall have become vested within 60 days after March 31, 2024.
China. 166 Table of Contents (1) Represents (i) 305,630,780 Class B ordinary shares directly held by Max Smart Limited, (ii) 11,487,275 ADSs, representing 22,974,550 Class A ordinary shares, held by Max Smart Limited, and (iii) 14,400,000 Class A ordinary shares that Mr.
Prior to his current role, he served as chief financial officer of JD Logistics, Inc. (HKEX: 2618). Mr. Shan joined JD.com in December 2021. Prior to that, Mr. Shan worked at Lavender Hill Capital Partners from October 2019 to November 2021 and served as a Managing Director from January 2021 to November 2021.
He also serves as our chief climate officer. Prior to his current role, he served as chief financial officer of JD Logistics, Inc. (HKEX: 2618). Mr. Shan joined JD.com in December 2021. Prior to that, Mr.
As of March 31, 2024, Mr. Liu has not exercised his right to acquire such Class A ordinary shares. Max Smart Limited is a British Virgin Islands company beneficially owned by Mr. Richard Qiangdong Liu through a trust and of which Mr. Richard Qiangdong Liu is the sole director, as described in footnote (8) below.
Richard Qiangdong Liu through a trust and of which Mr. Richard Qiangdong Liu is the sole director, as described in footnote (10) below. The ordinary shares beneficially owned by Mr. Liu do not include 16,852,992 Class B ordinary shares held by Fortune Rising Holdings Limited, a British Virgin Islands company, as described in footnote (12) below.
Xu received her bachelor’s degree with a double major in information science and economics from Peking University. Ming Huang has served as our independent director since March 2014. Mr. Huang has been a professor of finance at the Johnson Graduate School of Management at Cornell University since July 2005. From July 2010 to June 2019, Mr.
Xu was a Certified Public Accountant in both China and the United States. Ms. Xu received her bachelor’s degree with a double major in information science and economics from Peking University. Ming Huang has served as our independent director since March 2014. Mr.
We also sponsored selected senior and mid-level managers to participate in part-time EMBA programs. In addition, we launched “Go to college in JD” program in association with well-known universities in November 2013.
We also sponsored selected senior and mid-level managers to participate in part-time EMBA programs. In addition, we launched “College Education with JD” program in association with well-known universities in November 2013. All employees are eligible to join the program voluntarily and get scholarship from us once they obtain their bachelor’s or master’s diploma.
From 1990 to 1995, Mr. Hsieh was a corporate and securities attorney at White & Case LLP in Los Angeles. Mr.
From 1990 to 1995, Mr. Hsieh was a corporate and securities attorney at White & Case LLP in Los Angeles. Mr. Hsieh holds a bachelor’s degree in engineering from Stanford University, an MBA degree from the Harvard Business School, and a J.D. degree from the University of California at Berkeley.
Xu was an audit partner and spent nearly 20 years with PricewaterhouseCoopers Zhong Tian LLP, Beijing office and PricewaterhouseCoopers, San Jose office. Ms. Xu currently also serves as a director of Yonghui Superstores Co., Ltd and an independent director of Baidu, Inc.. Ms. Xu was a Certified Public Accountant in both China and the United States. Ms.
Xu served as the chief financial officer of our company from June 2020 to May 2023. Prior to joining JD.com in 2018, Ms. Xu was an audit partner and spent nearly 20 years with PricewaterhouseCoopers Zhong Tian LLP, Beijing office and PricewaterhouseCoopers, San Jose office. Ms. Xu currently also serves as an independent director of Baidu, Inc. Ms.
Hsieh (4) * — * * * Dingbo Xu (5) * — * * * Caroline Scheufele (6) * — * * * Carol Yun Yau Li (7) * — * * * Ian Su Shan * — * * * Pang Zhang * — * * * All Directors and Executive Officers as a Group 37,943,764 305,630,780 343,574,544 11.2 70.6 (2) Principal Shareholders: Max Smart Limited (8) 22,974,550 305,630,780 328,605,330 10.7 66.7 Walmart (9) 289,053,746 — 289,053,746 9.4 3.1 Fortune Rising Holdings Limited (10) — 17,535,844 17,535,844 0.6 3.8 * Less than 1% of our total outstanding ordinary shares. ** Except for Mr.
Hsieh (4) * — * * * Dingbo Xu (5) * — * * * Caroline Scheufele (6) * — * * * Carol Yun Yau Li (7) * — * * * Grace Kun Ding (8) — — — — — Jennifer Ngar-Wing Yu (9) — — — — — Ian Su Shan * — * * * Pang Zhang * — * * * All Directors and Executive Officers as a Group 38,236,274 305,630,780 343,867,054 11.8 71.7 (2) Principal Shareholders: Max Smart Limited (10) 22,974,550 305,630,780 328,605,330 11.3 67.9 BlackRock, Inc.
Awards may not be transferred in any manner by the recipient other than by will or the laws of descent and distribution, except as otherwise provided by the plan administrator. Termination of the 2023 Plan . Unless terminated earlier, the 2023 Plan will terminate automatically on December 20, 2033.
The vested portion of option will expire if not exercised prior to the time as the plan administrator determines at the time of its grant. Transfer Restrictions . Awards may not be transferred in any manner by the recipient other than by will or the laws of descent and distribution, except as otherwise provided by the plan administrator.
Li was named a World Economic Forum Young Global Leader in 2016. She is also a member of the Hong Kong X-Tech Startup Platform Advisory Committee. 157 Table of Contents Ian Su Shan has served as our chief financial officer since May 2023. He also serves as our chief climate officer.
Li was named a World Economic Forum Young Global Leader in 2016. She is also a member of the Hong Kong X-Tech Startup Platform Advisory Committee. Grace Kun Ding has served as our independent director since August 2024. Ms. Ding has more than 15 years of experience in strategic investment and branding consultancy.
Liu currently serves as the chairman of the board and director of Jingdong Technology Holding Co., Ltd., JD Health International Inc. (HKEX: 6618), and JD Logistics, Inc. (HKEX: 2618). Mr. Liu received his bachelor’s degree in sociology from Renmin University of China in 1996 and an EMBA from China Europe International Business School in 2011.
Liu has served as the chairman of the board and director of Jingdong Technology Holding Co., Ltd. since June 2020, and the chairman of the board and non-executive director of JD Health International Inc. (HKEX: 6618) since September 2020. He currently also serves as the chairman of the board and non-executive director of JD Logistics, Inc. (HKEX: 2618). Mr.
The following is a breakdown of our employees as of December 31, 2023 by function: 163 Table of Contents Function Number Procurement 23,687 Warehouses 70,451 Delivery 355,018 Customer Service 27,157 Research and Development 14,128 Sales and Marketing 16,561 General and Administrative 10,122 TOTAL 517,124 * The number of employees shown above excludes part-time staff and interns.
The following is a breakdown of our employees as of December 31, 2024 by function: Function Number Procurement 30,905 Warehouses 82,103 Delivery 383,523 Customer Service 29,467 Research and Development 14,666 Sales and Marketing 19,351 General and Administrative 10,880 Total employees * 570,895 Part-time staff and interns; personnel of affiliates 97,769 Total personnel of JD Ecosystem 668,664 * The number of employees shown above excludes part-time staff and interns.
The ordinary shares beneficially owned by Mr. Liu do not include 17,535,844 Class B ordinary shares held by Fortune Rising Holdings Limited, a British Virgin Islands company, as described in footnote (10) below. (2) The aggregate voting power includes the voting power with respect to the 17,535,844 Class B ordinary shares held by Fortune Rising Holdings Limited. Mr.
(2) The aggregate voting power includes the voting power with respect to the 16,852,992 Class B ordinary shares held by Fortune Rising Holdings Limited. Mr.
As of December 31, 2023, no grants had been made under the 2023 Plan. 159 Table of Contents In May 2015, with the approval of the board of directors, our chairman, Mr.
In May 2015, with the approval of the board of directors, our chairman, Mr.
All employees are eligible to join the program voluntarily and get scholarship from us once they obtain their bachelor’s or master’s diploma, or have opportunity to apply an interest-free loan for their tuition fees from us. To boost our strategy of exploring oversea markets, we also have been recruiting international management trainees who are MBA graduates from top universities worldwide.
To boost our strategy of exploring oversea markets, we also have been recruiting international management trainees who are MBA graduates from top universities worldwide.
(8) Represents (i) 305,630,780 Class B ordinary shares directly held by Max Smart Limited and (ii) 11,487,275 ADSs, representing 22,974,550 Class A ordinary shares, held by Max Smart Limited. Max Smart Limited is a British Virgin Islands company beneficially owned by Mr. Richard Qiangdong Liu through a trust and of which Mr. Richard Qiangdong Liu is the sole director.
(9) The business address of Ms. Yu is Room 2209A&B, Wu Chung House, 213 Queen’s Road East, Wanchai, Hong Kong. (10) Represents (i) 305,630,780 Class B ordinary shares directly held by Max Smart Limited and (ii) 11,487,275 ADSs, representing 22,974,550 Class A ordinary shares, held by Max Smart Limited.
Sandy Ran Xu has served as our chief executive officer and executive director since May 2023. Prior to her current role, Ms. Xu served as the chief financial officer of our company from June 2020 to May 2023. Prior to joining JD.com in 2018, Ms.
Liu received his bachelor’s degree in sociology from Renmin University of China in 1996 and an EMBA from China Europe International Business School in 2011. 156 Table of Contents Sandy Ran Xu has served as our chief executive officer and executive director since May 2023. Prior to her current role, Ms.
Shan currently also serves as the chairman and a member of the nominating and corporate governance committee of the board of Dada Nexus Limited (NASDAQ: DADA), and a director of Deppon Logistics Co., Ltd. (Shanghai Stock Exchange code: 603056). Mr.
Shan currently also serves as a director and a member of the nominating and corporate governance committee of the board of Dada Nexus Limited (NASDAQ: DADA). Mr. Shan received his bachelor’s degree in laws from China University of Political Science and Law, and his master’s degree in laws from University of Warwick. Mr. Shan is a CFA charterholder.
Shareholder approval is required for any amendment to the 2023 Plan that (i) increases the number of shares available under the 2023 Plan, or (ii) permits the plan administrator to extend the term of the 2023 Plan or the exercise period for an option beyond ten years from the date of grant.
Shareholder approval is required for any amendment to the 2023 Plan that increases the number of shares available under the 2023 Plan. Share Incentive Plans of our Consolidated Subsidiaries In addition, certain of our consolidated subsidiaries approved and adopted their own share incentive plans.
Removed
Hsieh holds a bachelor’s degree in industrial engineering and engineering management from Stanford University, an MBA degree from the Harvard Business School, and a J.D. degree from the University of California at Berkeley. 156 Table of Contents Dingbo Xu has served as our independent director since May 2018.
Added
Huang has been Professor of Finance at the Johnson Graduate School of Management at Cornell University since July 2005. From July 2010 to June 2019, Mr. Huang was also Professor of Finance at China Europe International Business School. Mr.
Removed
Shan received his bachelor’s degree in laws from China University of Political Science and Law, and his master’s degree in laws from University of Warwick. Mr. Shan is a CFA charterholder. Pang Zhang has served as our chief human resources officer since December 2020. Ms. Zhang joined our company in July 2011.
Added
Since 2010, she has focused on retail chain branding and strategic investments in Europe and the Middle East. She is currently a strategic consulting service provider for cooperative retail suppliers on the British Land platform and an independent investor. Ms. Ding served as a strategic officer of Admire Elite.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

22 edited+2 added−19 removed14 unchanged
As a part of the total consideration, we agreed to issue to Tencent a certain number of our Class A ordinary shares for a consideration of up to US$220 million by reference to prevailing market prices at certain predetermined dates during the three-year period, of which 2,164,326 and 3,761,270 of our Class A ordinary shares were issued in July 2022 and May 2023, respectively.
As a part of the total consideration, we agreed to issue to Tencent a certain number of our Class A ordinary shares for a consideration of up to US$220 million by reference to prevailing market prices at certain predetermined dates during the three-year period, of which 2,164,326, 3,761,270 and 4,119,434 of our Class A ordinary shares were issued in July 2022, May 2023 and May 2024, respectively.
We and JD Technology have each agreed to certain limitations on our respective ability to enter into or participate in the same line of business as the other party.
Non-Compete Agreement . We and JD Technology have each agreed to certain limitations on our respective ability to enter into or participate in the same line of business as the other party.
In connection with the agreements, the total amount of over-due receivables related to the consumer financing sold from us to JD Technology were RMB77 million, RMB237 million and RMB240 million (US$34 million) for the years ended December 31, 2021, 2022 and 2023, respectively. We also transferred certain financial assets to JD Technology without recourse at fair value.
In connection with the agreements, the total amount of over-due receivables related to the consumer financing sold from us to JD Technology were RMB237 million, RMB240 million and RMB176 million (US$24 million) for the years ended December 31, 2022, 2023 and 2024, respectively. We also transferred certain financial assets to JD Technology without recourse at fair value.
In 2021, 2022 and 2023, interest income in the amount of RMB253 million, RMB301 million and RMB287 million (US$40 million) was recognized in relation to the financial support provided to JD Technology by us, respectively.
In 2022, 2023 and 2024, interest income in the amount of RMB301 million, RMB287 million and nil was recognized in relation to the financial support provided to JD Technology by us, respectively.
Tencent ceased to be a related party of us since March 2022 when it completed the distribution of our Class A ordinary shares to its shareholders and reduced its shareholding in us.
Business Cooperation with Tencent . Tencent, historically a principal shareholder of us, ceased to be a related party of us since March 2022 when it completed the distribution of our Class A ordinary shares to its shareholders and reduced its shareholding in us.
Operating and Financial Review and Prospects—Operating Results—Selected Statements of Operations Items—Gain on sale of development properties.” We received lease and property management services from the Property Funds in a total amount of RMB1,180 million, RMB1,249 million and RMB1,681 million (US$237 million) in 2021, 2022 and 2023, respectively.
See also “Item 5.A. Operating and Financial Review and Prospects—Operating Results—Selected Statements of Operations Items—Gain on sale of development properties.” We received lease and property management services from the Property Funds in a total amount of RMB1,249 million, RMB1,681 million and RMB1,765 million (US$242 million) in 2022, 2023 and 2024, respectively.
On March 31, 2021, we entered into definitive agreements with JD Technology relating to the reorganization of JD Cloud & AI. Pursuant to the definitive agreements, we transferred JD Cloud & AI and certain assets together valued at approximately RMB15.7 billion to JD Technology, in exchange for newly issued ordinary shares of JD Technology.
Pursuant to the definitive agreements, we transferred JD Cloud & AI and certain assets together valued at approximately RMB15.7 billion to JD Technology, in exchange for newly issued ordinary shares of JD Technology.
In 2021, 2022 and 2023, we provided services and sold goods to JD Technology in a total amount of RMB882 million, RMB2,506 million and RMB1,696 million (US$239 million), respectively. In 2021, 2022 and 2023, we received payment processing and other services provided by JD Technology in the amount of RMB8,762 million, RMB11,494 million and RMB13,833 million (US$1,948 million), respectively.
In 2022, 2023 and 2024, we provided services and sold goods to JD Technology in a total amount of RMB2,506 million, RMB1,696 million and RMB1,701 million (US$233 million), respectively. In 2022, 2023 and 2024, we received payment processing and other services provided by JD Technology in the amount of RMB11,494 million, RMB13,833 million and RMB13,693 million (US$1,876 million), respectively.
The use of the aircraft in connection with the performance of his duty as employee is free of charge to us, and we have agreed to assume the cost of maintenance, crew and operations of the aircraft relating to the use of the aircraft.
The use of the aircraft in connection with the performance of his duty as employee is free of charge to us, and we have agreed to assume the cost of maintenance, crew and operations of the aircraft relating to the use of the aircraft. Such maintenance and incidental costs were insignificant for all periods presented.
Interest income in the amount of RMB39 million, RMB43 million and RMB56 million (US$8 million) was recognized in 2021, 2022 and 2023, respectively, in connection with our financial support provided to the Property Funds. As of December 31, 2023, we had an amount of RMB1,563 million (US$220 million) due from the Property Funds.
Interest income in the amount of RMB43 million, RMB56 million and RMB48 million (US$7 million) was recognized in 2022, 2023 and 2024, respectively, in connection with our financial support provided to the Property Funds. As of December 31, 2024, we had an amount of RMB4,294 million (US$588 million) due from the Property Funds.
In 2021 and the period from January to February, 2022, we provided services and sold goods to Dada in a total amount of RMB523 million and RMB135 million, respectively, and in the same periods, we also received services from Dada in a total amount of RMB1,087 million and RMB212 million, respectively.
In the period from January to February, 2022, we provided services and sold goods to Dada in a total amount of RMB135 million, and in the same period, we also received services from Dada in a total amount of RMB212 million. Business Transactions with the Property Funds.
Upon completion of the transactions on March 31, 2021, JD Cloud & AI was deconsolidated from our consolidated financial statements, and our equity interest in JD Technology increased from 36.8% to 41.7%. Please see “Item 4.A. Information on the Company—History and Development of the Company” for further information.
Upon completion of the transactions on March 31, 2021, JD Cloud & AI was deconsolidated from our consolidated financial statements, and our equity interest in JD Technology increased from 36.8% to 41.7%. From September to December 2024, JD Technology conducted the JD Technology Redemption Arrangement as described in “Item 4.A.
We and Tencent continue to maintain our mutually beneficial business relationship, including our ongoing strategic partnership agreement. 166 Table of Contents Strategic Cooperation Agreement. On May 10, 2019, we renewed the strategic cooperation agreement with Tencent for a period of three years starting from May 27, 2019.
We and Tencent continue to maintain our mutually beneficial business relationship, including our ongoing strategic partnership agreement. Strategic Cooperation Agreement. On June 29, 2022, we renewed the strategic cooperation agreement with Tencent for another period of three years.
We will derecognize the remaining logistics facilities upon satisfaction of the hand-over condition. In addition, subsequent to the disposition, we have leased back the completed facilities from the Property Funds for operational purposes, and JD Property has started serving as the asset manager managing the Property Funds’ assets.
In addition, subsequent to the disposition, we have leased back the completed facilities from the Property Funds for operational purposes, and JD Property has started serving as the asset manager managing the Property Funds’ assets. We will also lease back some of the facilities that sale to the Property Funds for operational purposes when such facility has been completed.
Such maintenance and incidental costs were insignificant for all periods presented. 169 Table of Contents Employment Agreements and Indemnification Agreements See “Item 6.B. Directors, Senior Management and Employees—Compensation.” Share Incentives See “Item 6.B. Directors, Senior Management and Employees—Compensation.” C. Interests of Experts and Counsel Not applicable.
Employment Agreements and Indemnification Agreements See “Item 6.B. Directors, Senior Management and Employees—Compensation.” Share Incentives See “Item 6.B. Directors, Senior Management and Employees—Compensation.” C. Interests of Experts and Counsel Not applicable.
The shareholders agreement of JD Technology provides for certain special rights, including preemptive right and right to consent for certain matters and contains provisions governing the board of directors and other corporate governance matters. Non-Compete Agreement .
Set forth below is a summary of the key provisions of the currently effective material agreements between us and JD Technology. Shareholders Agreement . The shareholders agreement of JD Technology provides for certain special rights, including preemptive right and right to consent for certain matters and contains provisions governing the board of directors and other corporate governance matters.
The amount of accounts receivables transferred without recourse in 2021, 2022 and 2023 were RMB43,299 million, RMB50,282 million and RMB55,028 million (US$7,751 million), respectively, and were derecognized. As of December 31, 2023, we had a total amount of RMB1,447 million (US$204 million) due to JD Technology.
The amount of accounts receivables transferred without recourse in 2022, 2023 and 2024 were RMB50,282 million, RMB55,028 million and RMB56,202 million (US$7,700 million), respectively, and were derecognized. As of December 31, 2024, we had a total amount of RMB1,170 million (US$160 million) due to JD Technology. Transactions with Our Equity Investees and Other Related Parties Business Transaction with Dada .
As of December 31, 2023, we owned approximately 53% issued and outstanding shares of Dada. 168 Table of Contents Business Transactions with the Property Funds. JD Property, our infrastructure asset management and integrated service platform, owns, develops and manages our logistics facilities and other real estate properties to support JD Logistics and third parties.
JD Property, our infrastructure asset management and integrated service platform, owns, develops and manages our logistics facilities and other real estate properties to support JD Logistics and third parties. Since 2019, we entered into definitive agreements with the Property Funds, pursuant to which we sold certain of our completed and uncompleted logistics facilities.
Since 2019, we entered into definitive agreements with the Property Funds, pursuant to which we sold certain of our completed and uncompleted logistics facilities. For the logistics facilities under the Property Funds that met the closing conditions, we recorded a disposal gain of RMB0.8 billion, RMB1.4 billion and RMB2.3 billion (US$0.3 billion) in 2021, 2022 and 2023, respectively.
For the logistics facilities under the Property Funds that met the closing conditions, we recorded a disposal gain of RMB1.4 billion, RMB2.3 billion and RMB1.5 billion (US$0.2 billion) in 2022, 2023 and 2024, respectively. We will derecognize the remaining logistics facilities upon satisfaction of the hand-over condition.
In 2021 and the period from January to February, 2022, other income in the amount of RMB77 million and RMB13 million had been recognized, respectively.
As of December 31, 2024, we owned approximately 63.4% issued and outstanding shares of Dada. 169 Table of Contents In the period from January to February, 2022, other income in the amount of RMB13 million had been recognized.
Richard Qiangdong Liu, our chairman of the board of directors, has purchased his own aircraft for both business and personal use.
Our transactions with equity investees other than those discussed above were insignificant, individually or in the aggregate, in each of the past three fiscal years. In addition, Mr. Richard Qiangdong Liu, our chairman of the board of directors, has purchased his own aircraft for both business and personal use.
Liu and Suqian Linghang Fangyuan must abstain from voting on any related party transaction with JD Technology. As a result of this dual class voting structure, as of December 31, 2023, we held approximately 22.1% voting power, and Mr. Richard Qiangdong Liu and Suqian Linghang Fangyuan together held 52.4% of the total voting power of JD Technology.
Liu and Suqian Linghang Fangyuan must abstain from voting on any related party transaction with JD Technology. On March 31, 2021, we entered into definitive agreements with JD Technology relating to the reorganization of JD Cloud & AI.
Removed
Tencent continued to offer us prominent level 1 and level 2 access points on its Weixin platform to provide traffic support, and the two companies also intend to continue to cooperate in a number of areas including communications, advertising and membership services, among others.
Added
Information on the Company—History and Development of the Company—Our Major Investments.” As of December 31, 2024, our equity interest in JD Technology further increased to 43.6% as a result of the JD Technology Redemption Arrangement. 168 Table of Contents Please see “Item 4.A. Information on the Company—History and Development of the Company” for further information.
Removed
Such traffic support, advertising spending and other cooperation amounted to over US$800 million, which was paid or spent over the next three years.
Added
In September 2024, we acquired all of the shares held in Dada by Walmart Group, following which our ownership in Dada increased to 63.2%.
Removed
We agreed to issue to Tencent a certain number of our Class A ordinary shares for a total consideration of approximately US$250 million at prevailing market prices at certain pre-determined dates during the three-year period, of which 8,127,302, 2,938,584 and 1,914,998 of our Class A ordinary shares were issued in May 2019, May 2020 and June 2021, respectively.
Removed
On June 29, 2022, we renewed the strategic cooperation agreement with Tencent for another period of three years.
Removed
Business Cooperation with Tencent . In 2021, we generated RMB248 million commission services revenues from cooperation on advertising business with Tencent, RMB553 million revenues from services provided to and products sold to Tencent, and purchased a total amount of RMB5,010 million advertising resources and payment processing services from Tencent.
Removed
Set forth below is a summary of the key provisions of the currently effective material agreements between us and JD Technology. 167 Table of Contents Shareholders Agreement .
Removed
Transactions with Our Equity Investees and Other Related Parties Business Transaction and Non-compete Obligation with Dada . In April 2016, we contributed certain resources and US$200 million in cash in exchange for newly issued equity interest in Dada.
Removed
On the completion date of the transaction, the traffic support, marketing and promotion services to be provided to Dada which had a fair value of approximately US$67 million were recorded as deferred revenues and would be recognized as net service revenues, and the non-compete obligation with Dada which had a fair value of approximately US$83 million were recorded as other liabilities and would be recognized as other income over a period of seven years on a straight-line basis starting from May 2016.
Removed
We will also lease back some of the facilities that sale to the Property Funds for operational purposes when such facility has been completed. See also “Item 5.A.
Removed
Business Transactions with ATRenew and its subsidiaries, or ATRenew Group . ATRenew Group is an equity investee of us, and its ADSs commenced trading on the NYSE in June 2021. In June 2019, we completed an investment of approximately RMB3.38 billion in ATRenew, an online second-hand consumer electronics trading platform.
Removed
In connection with this investment, we merged our Paipai Secondhand business with and into ATRenew with certain exclusive traffic resources for the next five years, and additionally invested a certain amount of cash in exchange for additional preferred shares of ATRenew.
Removed
In September and December 2020, we completed further investment in existing and newly issued preferred shares of ATRenew for a cash consideration of RMB401 million.
Removed
Upon the completion of the transaction, the traffic support, marketing and promotion services to be provided to ATRenew Group were recorded as deferred revenues and would be recognized as net service revenues over the cooperation period of five years on a straight-line basis starting from June 2019.
Removed
In addition, we made an additional investment of RMB129 million in ATRenew in April 2021 and RMB321 million to acquire its ADSs in connection with its initial public offering in June 2021. The ADSs of ATRenew commenced trading on the New York Stock Exchange in June 2021.
Removed
As of December 31, 2023, we owned approximately 34% issued and outstanding shares of ATRenew. As of December 31, 2023, we had a total amount of RMB182 million (US$26 million) deferred revenues in relation to traffic support, marketing and promotion services to be provided to ATRenew Group.
Removed
In 2021, 2022 and 2023, we provided services and sold goods to ATRenew Group in a total amount of RMB894 million, RMB806 million and RMB845 million (US$119 million), respectively. In 2021, 2022 and 2023, we also received services from ATRenew Group in a total amount of RMB31 million, RMB4 million and nil, respectively.
Removed
As of December 31, 2023, we had an amount of RMB53 million (US$7 million) due from ATRenew Group. Our transactions with equity investees other than those discussed above were insignificant, individually or in the aggregate, in each of the past three fiscal years.
Removed
Our revenues from related parties, excluding those from the major related parties as described above, represented approximately 0.24%, 0.26% and 0.12% of total net revenues of our company for the years ended December 31, 2021, 2022 and 2023, respectively.
Removed
Transactions with related parties included in operating expenses, excluding those with the major related parties as described above, represented 0.17%, 0.13% and 0.12% of total operating expenses of our company for the years ended December 31, 2021, 2022 and 2023, respectively. In addition, Mr.

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