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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 — 2024 vs 2025

Top changes in JD.com, Inc.'s 2025 20-F

633 paragraphs added · 689 removed · 518 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

181 edited+31 added−38 removed844 unchanged
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.
JD Logistics, JD Health, JD Property and JD Industrials each have their own share incentive plans as well, and since we consolidate them in our financial statements, their share-based compensation expenses also affect our financial performance. See “Item 6.B. Directors, Senior Management and Employees—Compensation—Share Incentive Plans” for a detailed discussion of these various plans.
JD Logistics, JD Health, JD Industrials and JD Property each have their own share incentive plans as well, and since we consolidate them in our financial statements, their share-based compensation expenses also affect our financial performance. See “Item 6.B. Directors, Senior Management and Employees—Compensation—Share Incentive Plans” for a detailed discussion of these various plans.
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.
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.
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; 56 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.
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.
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. 74 Table of Contents We adopt different practices as to certain matters as compared with many other companies listed on the Hong Kong Stock Exchange.
Information on the Company—Organizational Structure.” In the opinion of Shihui Partners, our PRC legal counsel, (i) the ownership structures of the consolidated variable interest entities in China and the PRC subsidiaries that have entered into contractual arrangements with the variable interest entities, including Jingdong Century, comply with all existing PRC laws and regulations; and (ii) the contractual arrangements between 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.
Information on the Company—Organizational Structure.” In the opinion of Shihui Partners, our PRC legal counsel, (i) the ownership structures of the consolidated variable interest entities in China and the PRC subsidiaries that have entered into contractual arrangements with the variable interest entities, including Jingdong Century, comply with all existing PRC laws and regulations; and (ii) the contractual arrangements between the PRC subsidiaries, including Jingdong Century, the variable interest entities and their respective shareholders governed by PRC law are valid, legally binding and enforceable, and will not result in any violation of PRC laws or regulations currently in effect.
JD Logistics, a subsidiary of ours that provides technology-driven supply chain solutions and logistics services provider, is subject to a variety of risks in its business, including the following: • potential disruptions to the operation of the warehousing and logistics facilities operated by us or other third-party transportation companies and couriers that facilitate our logistics services, or to the development of new warehousing and logistics facilities; • risk that our customers may reduce their expenditure on third-party supply chain solutions and logistics services or increase utilization of their internal solutions; • tightening of the labor market, increases in labor costs or any labor unrest, as we operate in a labor-intensive industry; • failure to maintain positive relationships with our third-party logistics service providers; • risks associated with the items we deliver and the contents of shipments and inventories handled through our logistics networks, including real or perceived quality or health issues with the products that are handled through our logistics networks; and • risks inherent in the logistics industry, including personal injury, product damage, and transportation-related incidents. 47 Table of Contents The occurrence of any such risks may damage the business and reputation of JD Logistics, and may have a material and adverse impact on our financial condition and results of operations.
JD Logistics, a subsidiary of ours that provides technology-driven supply chain solutions and logistics services provider, is subject to a variety of risks in its business, including the following: • potential disruptions to the operation of the warehousing and logistics facilities operated by us or other third-party transportation companies and couriers that facilitate our logistics services, or to the development of new warehousing and logistics facilities; • risk that our customers may reduce their expenditure on third-party supply chain solutions and logistics services or increase utilization of their internal solutions; • tightening of the labor market, increases in labor costs or any labor unrest, as we operate in a labor-intensive industry; • failure to maintain positive relationships with our third-party logistics service providers; • risks associated with the items we deliver and the contents of shipments and inventories handled through our logistics networks, including real or perceived quality or health issues with the products that are handled through our logistics networks; and • risks inherent in the logistics industry, including personal injury, product damage, and transportation-related incidents. 43 Table of Contents The occurrence of any such risks may damage the business and reputation of JD Logistics, and may have a material and adverse impact on our financial condition and results of operations.
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.
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. 12 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.
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.
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. 58 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.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: • the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; • the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; • the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and • the selective disclosure rules by issuers of material nonpublic information under Regulation FD.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: • the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; • the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; • the sections of the Exchange Act requiring principal shareholders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and • the selective disclosure rules by issuers of material nonpublic information under Regulation FD.
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.
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, 2023 or 2024 and do not expect to be identified so after we file this annual report on Form 20-F.
Furthermore, our articles of association are specific to us and include certain provisions that may be different from common practices in Hong Kong, such as the absence of requirements that the appointment, removal and remuneration of auditors must be approved by a majority of our shareholders.
Furthermore, our memorandum and articles of association are specific to us and include certain provisions that may be different from common practices in Hong Kong, such as the absence of requirements that the appointment, removal and remuneration of auditors must be approved by a majority of our shareholders.
As a result, we conduct or will conduct such business activities through the consolidated variable interest entities and their subsidiaries in PRC, including Jingdong 360, Jiangsu Yuanzhou, Xi’an Jingdong Xincheng and Jingbangda. Jingdong 360 holds our ICP license as an internet information provider.
As a result, we conduct or will conduct such business activities through the consolidated variable interest entities and their subsidiaries in PRC, including Jingdong 360, Jiangsu Yuanzhou, Xi’an Jingdong Xincheng and Beijing Jingbangda. Jingdong 360 holds our ICP license as an internet information provider.
On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in the Chinese mainland and Hong Kong, and our auditor was subject to that determination.
On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely independent registered public accounting firms headquartered in the Chinese mainland and Hong Kong, and our auditor was subject to that determination.
However, we cannot assure you that such dividends will not be subject to PRC withholding tax, as the PRC tax authorities, which enforce the withholding tax, have not yet issued guidance with respect to the processing of outbound remittances to entities that are treated as resident enterprises for PRC income tax purposes. 75 Table of Contents In addition, if JD.com, Inc. is classified as a PRC resident enterprise for PRC tax purposes and unless a tax treaty or similar arrangement provides otherwise, we may be required to withhold a 10% withholding tax from dividends we pay to our shareholders that are non-resident enterprises, including the holders of our ADSs.
However, we cannot assure you that such dividends will not be subject to PRC withholding tax, as the PRC tax authorities, which enforce the withholding tax, have not yet issued guidance with respect to the processing of outbound remittances to entities that are treated as resident enterprises for PRC income tax purposes. 71 Table of Contents In addition, if JD.com, Inc. is classified as a PRC resident enterprise for PRC tax purposes and unless a tax treaty or similar arrangement provides otherwise, we may be required to withhold a 10% withholding tax from dividends we pay to our shareholders that are non-resident enterprises, including the holders of our ADSs.
This concentrated control will limit your ability to influence corporate matters and could also discourage others from pursuing any potential merger, takeover or other change of control transactions, which could have the effect of depriving the holders of our Class A ordinary shares and our ADSs of the opportunity to sell their shares at a premium over the prevailing market price. 55 Table of Contents The current tensions in international trade policies and rising political tensions, particularly between the United States and China, may adversely impact our business and operating results.
This concentrated control will limit your ability to influence corporate matters and could also discourage others from pursuing any potential merger, takeover or other change of control transactions, which could have the effect of depriving the holders of our Class A ordinary shares and our ADSs of the opportunity to sell their shares at a premium over the prevailing market price. 51 Table of Contents The current tensions in international trade policies and rising political tensions, particularly between the United States and China, may adversely impact our business and operating results.
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 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. 62 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.
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 factors include: 24 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.
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 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. 42 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 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.
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. 41 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.
Our ability to expand our business or maintain or expand our market share through future acquisitions would as such be materially and adversely affected. 73 Table of Contents PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident beneficial owners or our wholly foreign-owned subsidiaries in China to liability or penalties, limit our ability to inject capital into these subsidiaries, limit these subsidiaries’ ability to increase their registered capital or distribute profits to us, or may otherwise adversely affect us.
Our ability to expand our business or maintain or expand our market share through future acquisitions would as such be materially and adversely affected. 69 Table of Contents PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident beneficial owners or our wholly foreign-owned subsidiaries in China to liability or penalties, limit our ability to inject capital into these subsidiaries, limit these subsidiaries’ ability to increase their registered capital or distribute profits to us, or may otherwise adversely affect us.
Nevertheless, the indirect transfer falling into the safe harbor available under STA Circular 7 may not be subject to PRC tax and the scope of the safe harbor includes qualified group restructuring as specifically set out in STA Circular 7, public market trading and tax treaty exemptions. 76 Table of Contents In October 2017, the State Taxation Administration released the Public Notice Regarding Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source, or STA Public Notice 37, effective from December 2017.
Nevertheless, the indirect transfer falling into the safe harbor available under STA Circular 7 may not be subject to PRC tax and the scope of the safe harbor includes qualified group restructuring as specifically set out in STA Circular 7, public market trading and tax treaty exemptions. 72 Table of Contents In October 2017, the State Taxation Administration released the Public Notice Regarding Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source, or STA Public Notice 37, effective from December 2017.
These provisions could have the effect of depriving our shareholders of the opportunity to sell their shares at a premium over the prevailing market price by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transactions. 83 Table of Contents We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.
These provisions could have the effect of depriving our shareholders of the opportunity to sell their shares at a premium over the prevailing market price by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transactions. 79 Table of Contents We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.
If we are unable to maintain our reputation, enhance our brand recognition or increase positive awareness of our websites, products and services, as well as products sold by third-party merchants through our online marketplace, it may be difficult to maintain and grow our customer base, and our business and growth prospects may be materially and adversely affected. 29 Table of Contents Any actual or alleged illegal activities by our employees (including our senior management) could subject us to liability or negative publicity.
If we are unable to maintain our reputation, enhance our brand recognition or increase positive awareness of our websites, products and services, as well as products sold by third-party merchants through our online marketplace, it may be difficult to maintain and grow our customer base, and our business and growth prospects may be materially and adversely affected. 25 Table of Contents Any actual or alleged illegal activities by our employees (including our senior management) could subject us to liability or negative publicity.
If we are unable to develop technologies successfully or adapt in a cost-effective and timely manner in response to changing market conditions or customer requirements, whether for technical, legal, financial or other reasons, our business, prospects, financial condition and results of operations may be materially and adversely affected. 41 Table of Contents Customer growth and activity on mobile devices depends upon effective use of mobile operating systems, networks and standards that we do not control.
If we are unable to develop technologies successfully or adapt in a cost-effective and timely manner in response to changing market conditions or customer requirements, whether for technical, legal, financial or other reasons, our business, prospects, financial condition and results of operations may be materially and adversely affected. 37 Table of Contents Customer growth and activity on mobile devices depends upon effective use of mobile operating systems, networks and standards that we do not control.
As of the same date, among other entities, Xi’an Jingdong Xuncheng and its relevant branches and subsidiaries, and Jingbangda and its relevant branches and subsidiaries had obtained Road Transportation Operation Permits that allow these entities to provide road freight transportation services.
As of the same date, among other entities, Xi’an Jingdong Xuncheng and its relevant branches and subsidiaries, and Beijing Jingbangda and its relevant branches and subsidiaries had obtained Road Transportation Operation Permits that allow these entities to provide road freight transportation services.
While detailed interpretation of or implementation rules under Article 177 of the PRC Securities Law have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase difficulties faced by you in protecting your interests. 72 Table of Contents Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment.
While detailed interpretation of or implementation rules under Article 177 of the PRC Securities Law have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase difficulties faced by you in protecting your interests. 68 Table of Contents Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment.
On December 15, 2022, the PCAOB 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 removed the Chinese mainland and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely independent registered public accounting firms.
Key Information—Risk Factors—Risks Related to Doing Business in China—The PRC government’s significant oversight over our business operation could result in a material adverse change in our operations and the value of our ADSs and Class A ordinary shares.” 10 Table of Contents Risks and uncertainties arising from the PRC legal system, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in the Chinese mainland can change quickly with little advance notice and could result in a material adverse change in our operations and the value of our ADSs and Class A ordinary shares.
Key Information—Risk Factors—Risks Related to Doing Business in China—The PRC government’s significant oversight over our business operation could result in a material adverse change in our operations and the value of our ADSs and Class A ordinary shares.” 11 Table of Contents Risks and uncertainties arising from the PRC legal system, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in the Chinese mainland can change quickly with little advance notice and could result in a material adverse change in our operations and the value of our ADSs and Class A ordinary shares.
Although our securities have been listed on the Nasdaq Global Select Market and the Hong Kong Stock Exchange, given the Cybersecurity Review Measures are relatively new, there are uncertainties as to the interpretation, application, and enforcement of the Cybersecurity Review Measures and how it will affect our business. 43 Table of Contents On July 7, 2022, the CAC promulgated the Security Assessment Measures for Outbound Data Transfer, which became effective on September 1, 2022.
Although our securities have been listed on the Nasdaq Global Select Market and the Hong Kong Stock Exchange, given the Cybersecurity Review Measures are relatively new, there are uncertainties as to the interpretation, application, and enforcement of the Cybersecurity Review Measures and how it will affect our business. 39 Table of Contents On July 7, 2022, the CAC promulgated the Security Assessment Measures for Outbound Data Transfer, which became effective on September 1, 2022.
Pursuant to the Confidentiality Provisions, any future inspection or investigation conducted by overseas securities regulator or the competent authorities on our PRC domestic companies with respect to our overseas issuance and listing shall be carried out in the manner in compliance with PRC laws and regulations. 58 Table of Contents In addition, we cannot assure you that any new rules or regulations promulgated in the future will not impose additional requirements on us.
Pursuant to the Confidentiality Provisions, any future inspection or investigation conducted by overseas securities regulator or the competent authorities on our PRC domestic companies with respect to our overseas issuance and listing shall be carried out in the manner in compliance with PRC laws and regulations. 54 Table of Contents In addition, we cannot assure you that any new rules or regulations promulgated in the future will not impose additional requirements on us.
If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price of or trading volume for our Class A ordinary shares and/or ADSs to decline. 79 Table of Contents You may need to rely on price appreciation of our Class A ordinary shares and/or ADSs for return on your investment due to our dividend policy.
If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price of or trading volume for our Class A ordinary shares and/or ADSs to decline. 75 Table of Contents You may need to rely on price appreciation of our Class A ordinary shares and/or ADSs for return on your investment due to our dividend policy.
Financial Information—Consolidated Statements and Other Financial Information—Dividend Policy” for details. 12 Table of Contents As a Cayman Islands exempted company and offshore holding company, we are permitted under PRC laws and regulations to provide funding to our wholly foreign-owned subsidiaries in the Chinese mainland only through loans or capital contributions, subject to the approval of government authorities and limits on the amount of capital contributions and loans.
Financial Information—Consolidated Statements and Other Financial Information—Dividend Policy” for details. 13 Table of Contents As a Cayman Islands exempted company and offshore holding company, we are permitted under PRC laws and regulations to provide funding to our wholly foreign-owned subsidiaries in the Chinese mainland only through loans or capital contributions, subject to the approval of government authorities and limits on the amount of capital contributions and loans.
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.
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. 53 Table of Contents We face risks related to natural disasters, health epidemics and other public safety concerns.
An adverse determination in any litigation, investigation or proceeding could cause us to pay damages, incur legal and other costs, limit our ability to conduct business or require us to change the manner in which we operate. 37 Table of Contents Our success depends on the continuing and collaborative efforts of our management team, and our business may be severely disrupted if we lose their services.
An adverse determination in any litigation, investigation or proceeding could cause us to pay damages, incur legal and other costs, limit our ability to conduct business or require us to change the manner in which we operate. 33 Table of Contents Our success depends on the continuing and collaborative efforts of our management team, and our business may be severely disrupted if we lose their services.
Accordingly, our business, financial condition, results of operations and prospects may be influenced to a significant degree by political, economic and social conditions in China generally and by continued economic growth in China as a whole. 67 Table of Contents While the Chinese economy has experienced significant growth over the past decades, there can be no assurance that the growth would be maintained or equitable across sectors.
Accordingly, our business, financial condition, results of operations and prospects may be influenced to a significant degree by political, economic and social conditions in China generally and by continued economic growth in China as a whole. 63 Table of Contents While the Chinese economy has experienced significant growth over the past decades, there can be no assurance that the growth would be maintained or equitable across sectors.
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.
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. 38 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.
If our ability to raise such capital is significantly and negatively affected, it could be detrimental to our business, financial condition and prospects, and our ADSs may significantly decline in value. 56 Table of Contents The U.S. government may potentially impose a ban prohibiting U.S. persons from making investments in or engaging in transactions with companies in certain countries, including China.
If our ability to raise such capital is significantly and negatively affected, it could be detrimental to our business, financial condition and prospects, and our ADSs may significantly decline in value. 52 Table of Contents The U.S. government may potentially impose a ban prohibiting U.S. persons from making investments in or engaging in transactions with companies in certain countries, including China.
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 inspection for 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.
Pursuant to the HFCAA, if the SEC determines that we have filed audit reports issued by an independent registered public accounting firm that has not been subject to inspection for 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.
We cannot assure you that we have obtained all the permits or licenses required for conducting our business in China or will be able to maintain our existing licenses or obtain new ones. 70 Table of Contents The PRC government’s significant oversight over our business operation could result in a material adverse change in our operations and the value of our ADSs and Class A ordinary shares.
We cannot assure you that we have obtained all the permits or licenses required for conducting our business in China or will be able to maintain our existing licenses or obtain new ones. 66 Table of Contents The PRC government’s significant oversight over our business operation could result in a material adverse change in our operations and the value of our ADSs and Class A ordinary shares.
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.
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. 81 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.
Failure to refine our existing marketing approaches or to introduce new marketing approaches in a cost-effective manner could reduce our market share, cause our net revenues to decline and negatively impact our profitability. 32 Table of Contents If we fail to manage and expand our relationships with suppliers, or otherwise fail to procure products on favorable terms, our business and growth prospects may suffer.
Failure to refine our existing marketing approaches or to introduce new marketing approaches in a cost-effective manner could reduce our market share, cause our net revenues to decline and negatively impact our profitability. 28 Table of Contents If we fail to manage and expand our relationships with suppliers, or otherwise fail to procure products on favorable terms, our business and growth prospects may suffer.
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.
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. 59 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.
Under the Arrangement Between the PRC and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital, the dividend withholding tax rate may be reduced to 5%, if a Hong Kong resident enterprise is considered a non-PRC tax resident enterprise and holds at least 25% of the equity interests in the PRC enterprise distributing the dividends.
Under the Arrangement Between the Chinese mainland and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital, the dividend withholding tax rate may be reduced to 5%, if a Hong Kong resident enterprise is considered a non-PRC tax resident enterprise and holds at least 25% of the equity interests in the PRC enterprise distributing the dividends.
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.
Heightened scrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on potential acquisitions we may pursue in the future. 73 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.
If any data that we are in possession of constitutes important data or state core data, we may be required to adopt stricter measures for protection and management of such data. 44 Table of Contents In addition, we may need to comply with increasingly complex and rigorous regulatory standards enacted to protect business and personal data in the U.S., Europe, Hong Kong and elsewhere.
If any data that we are in possession of constitutes important data or state core data, we may be required to adopt stricter measures for protection and management of such data. 40 Table of Contents In addition, we may need to comply with increasingly complex and rigorous regulatory standards enacted to protect business and personal data in the U.S., Europe, Hong Kong and elsewhere.
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.
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. 64 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.
We may make loans to our PRC subsidiaries and the consolidated variable interest entities subject to the approval from governmental authorities and limitation of amount, or we may make additional capital contributions to our wholly foreign-owned subsidiaries in the Chinese mainland. 65 Table of Contents Any loans to our wholly foreign-owned subsidiaries in the Chinese mainland, which are treated as foreign-invested enterprises under PRC law, are subject to PRC regulations and foreign exchange loan registrations.
We may make loans to our PRC subsidiaries and the consolidated variable interest entities subject to the approval from governmental authorities and limitation of amount, or we may make additional capital contributions to our wholly foreign-owned subsidiaries in the Chinese mainland. 61 Table of Contents Any loans to our wholly foreign-owned subsidiaries in the Chinese mainland, which are treated as foreign-invested enterprises under PRC law, are subject to PRC regulations and foreign exchange loan registrations.
New competitive business models may appear, for example based on new forms of social media or social commerce. 30 Table of Contents Increased competition may reduce our margins and market share and impact brand recognition, or result in significant losses. When we set prices, we have to consider how competitors have set prices for the same or similar products.
New competitive business models may appear, for example based on new forms of social media or social commerce. 26 Table of Contents Increased competition may reduce our margins and market share and impact brand recognition, or result in significant losses. When we set prices, we have to consider how competitors have set prices for the same or similar products.
Any of these events could have a material and adverse effect on our business, results of operations or financial condition. 39 Table of Contents Under our standard form agreements, we require suppliers or third-party merchants to indemnify us for any losses we suffer or any costs that we incur due to any products we source from these suppliers or any products sold by these third-party merchants.
Any of these events could have a material and adverse effect on our business, results of operations or financial condition. 35 Table of Contents Under our standard form agreements, we require suppliers or third-party merchants to indemnify us for any losses we suffer or any costs that we incur due to any products we source from these suppliers or any products sold by these third-party merchants.
As a result, our business operations and our ability to distribute profits to you could be materially and adversely affected. 74 Table of Contents Any failure to comply with PRC regulations regarding the registration requirements for employee stock incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.
As a result, our business operations and our ability to distribute profits to you could be materially and adversely affected. 70 Table of Contents Any failure to comply with PRC regulations regarding the registration requirements for employee stock incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.
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.
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. 30 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.
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.
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 Hanyu Technology Co., Ltd., or Suqian Hanyu, which was established in December 2024 and primarily provides technology services.
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 a result, enforcement of a judgment rendered by a foreign court is subject to the judgment of PRC courts considering the foregoing factors. 78 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.
Although we would have legal recourse against the manufacturer of such products under PRC law, attempting to enforce our rights against the manufacturer may be expensive, time-consuming and ultimately futile. In addition, we do not currently maintain any third-party liability insurance or product liability insurance in relation to products we sell.
Although we would have legal recourse against the manufacturer of such products under PRC law, attempting to enforce our rights against the manufacturer may be expensive, time-consuming and ultimately futile. In addition, we generally do not maintain any third-party liability insurance or product liability insurance in relation to products we sell.
See “—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.” Under PRC laws and regulations, our wholly foreign-owned subsidiaries in the Chinese mainland may pay dividends only out of their respective accumulated profits as determined in accordance with PRC accounting standards and regulations.
See “—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.” 60 Table of Contents Under PRC laws and regulations, our wholly foreign-owned subsidiaries in the Chinese mainland may pay dividends only out of their respective accumulated profits as determined in accordance with PRC accounting standards and regulations.
If we become subject to these penalties, our business, results of operations, financial condition and prospects could be materially and adversely affected. 71 Table of Contents Regulation and censorship of information disseminated over the internet in China may adversely affect our business, and we may be liable for content that is displayed on our websites.
If we become subject to these penalties, our business, results of operations, financial condition and prospects could be materially and adversely affected. 67 Table of Contents Regulation and censorship of information disseminated over the internet in China may adversely affect our business, and we may be liable for content that is displayed on our websites.
If we deploy significant amounts of cash and investments for active purposes, we may be less likely to be classified as a PFIC for the current or future taxable years. 84 Table of Contents If we are classified as a PFIC for any taxable year during which a U.S. Holder (as defined in “Item 10.E.
If we deploy significant amounts of cash and investments for active purposes, we may be less likely to be classified as a PFIC for the current or future taxable years. 80 Table of Contents If we are classified as a PFIC for any taxable year during which a U.S. Holder (as defined in “Item 10.E.
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 for the fiscal year ended December 31, 2024. 59 Table of Contents Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in the Chinese mainland and Hong Kong, among other jurisdictions.
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, 2023 or 2024 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, 2025. 55 Table of Contents Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in the Chinese mainland and Hong Kong, among other jurisdictions.
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.
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. 45 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.
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.
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. 76 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.
These additional monetary expenditures may increase future overhead, which may, in turn, have a material adverse effect on our business, financial condition and results of operations. 48 Table of Contents JD Property faces challenges relating to the macroeconomic environment, the market condition and its own business development.
These additional monetary expenditures may increase future overhead, which may, in turn, have a material adverse effect on our business, financial condition and results of operations. 44 Table of Contents JD Property faces challenges relating to the macroeconomic environment, the market condition and its own business development.
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.
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, 2025, we had Courier Service Operation Permits that allow Beijing Jingbangda Trade Co., Ltd.
If we incur such fair value losses, our results of operations, financial condition and prospects may be adversely affected. 53 Table of Contents A severe or prolonged slowdown in the Chinese or global economy could materially and adversely affect our business and financial condition. The global macroeconomic environment faces numerous challenges.
If we incur such fair value losses, our results of operations, financial condition and prospects may be adversely affected. 49 Table of Contents A severe or prolonged slowdown in the Chinese or global economy could materially and adversely affect our business and financial condition. The global macroeconomic environment faces numerous challenges.
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.
Xi’an Jingdong Xincheng primarily provides courier services through Beijing Jingbangda and its subsidiaries. 57 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.
GAAP financial statements and treat them as being owned by us for United States federal income tax purposes. Based on our current income and assets and the value of our ADSs and outstanding ordinary shares, we may be a PFIC for our taxable year ended December 31, 2024.
GAAP financial statements and treat them as being owned by us for United States federal income tax purposes. Based on our current income and assets and the value of our ADSs and outstanding ordinary shares, we may be a PFIC for our taxable year ended December 31, 2025.
Information on the Company—Organizational Structure—The Consolidated Variable Interest Entities.” 9 Table of Contents However, the contractual arrangements may not be as effective as direct ownership in providing us with control over the consolidated variable interest entities and we may incur substantial costs to enforce the terms of the arrangements.
Information on the Company—Organizational Structure—The Consolidated Variable Interest Entities.” 10 Table of Contents However, the contractual arrangements may not be as effective as direct ownership in providing us with control over the consolidated variable interest entities and we may incur substantial costs to enforce the terms of the arrangements.
Accordingly, we intend to continue to invest for the foreseeable future in our technology platform and fulfillment infrastructure to support an even larger selection of products and to offer additional value-added services. As a result of the foregoing, we may not be able to maintain our profitability in the future.
We also intend to continue to invest for the foreseeable future in our technology platform and fulfillment infrastructure to support an even larger selection of products and to offer additional value-added services. As a result of the foregoing, we may not be able to maintain our profitability in the future.
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.
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. 50 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.
Any such future occurrences could reduce customer satisfaction, damage our reputation and result in a material decrease in our revenue. 40 Table of Contents Additionally, we must continue to upgrade and improve our technology platform to support our business growth, and failure to do so could impede our growth.
Any such future occurrences could reduce customer satisfaction, damage our reputation and result in a material decrease in our revenue. 36 Table of Contents Additionally, we must continue to upgrade and improve our technology platform to support our business growth, and failure to do so could impede our growth.
If one or more of our senior management were unable or unwilling to continue in their present positions, we might not be able to replace them easily or at all, and our business, financial condition and results of operations may be materially and adversely affected.
If one or more of our senior managements were unable or unwilling to continue in their present positions, we might not be able to replace them easily or at all, and our business, financial condition and results of operations may be materially and adversely affected.
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.
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, 2025.See “Item 15.
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.
As of December 31, 2025, 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. 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.
Jingdong 360 owns the domain names and registered trademarks and has the necessary personnel to operate such website. 65 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, 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.
As of December 31, 2025, 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.
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.
Accordingly, our ADS holders may be unable to participate in our rights offerings and may experience dilution in their holdings. 77 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.
There is no assurance as to whether or when any of the proposed listings may take place. We may continue to explore the ongoing financing requirements for our various other businesses and may consider a spin-off listing for one or more of those businesses.
There is no assurance as to whether or when the proposed listing may take place. We may continue to explore the ongoing financing requirements for our various other businesses and may consider a spin-off listing for one or more of those businesses.
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
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. 82 Table of Contents
The occurrence of such accidents could materially and adversely affect our business, reputation, financial condition and results of operations. 33 Table of Contents We may not be able to recoup the investments we make to expand and upgrade our fulfillment and technology capabilities.
The occurrence of such accidents could materially and adversely affect our business, reputation, financial condition and results of operations. 29 Table of Contents We may not be able to recoup the investments we make to expand and upgrade our fulfillment and technology capabilities.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Key Information—Risk Factors—Risks Related to Our Business—We are subject to a broad range of laws and regulations.
Key Information—Risk Factors—Risks Related to Our Business—We are subject to a broad range of laws and regulations.
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.
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 Hanyu Agreements are substantially similar in key aspects governing the contractual arrangements with a variable interest entity.
Additional Contractual Arrangements In addition to the Jingdong 360 Agreements, Jiangsu Yuanzhou Agreements, Xi’an Jingdong Xincheng Agreements, Jiangsu Jingdong Bangneng Agreements, Suqian Juhe Agreements and Suqian Hanyu Agreements, we have also entered into contractual arrangements with each of the other variable interest entities, including Suqian Jingdong Tianning, and their respective shareholders, including equity pledge agreements, powers of attorney, exclusive technology consulting and services agreements, business operations agreements, exclusive purchase option agreements and loan agreements, as applicable.
Additional Contractual Arrangements In addition to the Jingdong 360 Agreements, Jiangsu Yuanzhou Agreements, Xi’an Jingdong Xincheng Agreements, Jiangsu Jingdong Bangneng Agreements and Suqian Hanyu Agreements, we have also entered into contractual arrangements with each of the other variable interest entities, including Suqian Jingdong Tianning, and their respective shareholders, including equity pledge agreements, powers of attorney, exclusive technology consulting and services agreements, business operations agreements, exclusive purchase option agreements and loan agreements, as applicable.
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.
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 deliver better customer experiences, reduce cost and improve efficiency: • 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. 90 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.
This Circular reiterates the principle that Renminbi converted from foreign currency-denominated capital of a company may not be directly or indirectly used for purposes beyond its business scope or prohibited by PRC Laws, while such converted Renminbi shall not be provided as loans to its non-affiliated entities. 128 Table of Contents In October 2019, the SAFE promulgated the Notice for Further Advancing the Facilitation of Cross-border Trade and Investment (amended on December 4, 2023), which, among other things, allows all FIEs to use Renminbi converted from foreign currency denominated capital for equity investments in the Chinese mainland, as long as the equity investment is genuine, does not violate applicable laws, and complies with the negative list on foreign investment.
This Circular reiterates the principle that Renminbi converted from foreign currency-denominated capital of a company may not be directly or indirectly used for purposes beyond its business scope or prohibited by PRC Laws, while such converted Renminbi shall not be provided as loans to its non-affiliated entities. 124 Table of Contents In October 2019, the SAFE promulgated the Notice for Further Advancing the Facilitation of Cross-border Trade and Investment (amended on December 4, 2023), which, among other things, allows all FIEs to use Renminbi converted from foreign currency denominated capital for equity investments in the Chinese mainland, as long as the equity investment is genuine, does not violate applicable laws, and complies with the negative list on foreign investment.
Patent The Patent Law provides for three types of patents, “invention,” “utility model” and “design.” Invention or utility models must meet three criteria to be patentable: novelty, inventiveness and practicability. The National Intellectual Property Administration is responsible for examining and approving patent applications.
Patent The Patent Law provides for three types of patents, “invention,” “utility model” and “design.” Invention or utility models must meet three criteria to be patentable: novelty, inventiveness and practicability. The China National Intellectual Property Administration is responsible for examining and approving patent applications.
Any organization or individual shall legitimately obtain such personal information of others in due course on a need-to-know basis and ensure the safety and privacy of such information, and refrain from excessively handling or using such information. 117 Table of Contents With respect to the security of information collected and used by mobile apps, pursuant to the Announcement of Conducting Special Supervision against the Illegal Collection and Use of Personal Information by Apps, which was issued on January 23, 2019, app operators should collect and use personal information in compliance with the Cyber Security Law and should be responsible for the security of personal information obtained from users and take effective measures to strengthen the personal information protection.
Any organization or individual shall legitimately obtain such personal information of others in due course on a need-to-know basis and ensure the safety and privacy of such information, and refrain from excessively handling or using such information. 112 Table of Contents With respect to the security of information collected and used by mobile apps, pursuant to the Announcement of Conducting Special Supervision against the Illegal Collection and Use of Personal Information by Apps, which was issued on January 23, 2019, app operators should collect and use personal information in compliance with the Cyber Security Law and should be responsible for the security of personal information obtained from users and take effective measures to strengthen the personal information protection.
Insurance We maintain various insurance policies to safeguard against risks and unexpected events. 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.
Insurance We maintain various insurance policies to safeguard against risks and unexpected events. 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 various locations.
Pursuant to such regulations, there shall be a three-year interim period from July 1, 2024 to June 30, 2027 for the existing companies established before June 30, 2024 to adjust their time limit for capital contribution. 107 Table of Contents Regulations Relating to Foreign Investment Investment activities in the PRC by foreign investors are principally governed by the Catalog of Industries for Encouraging Foreign Investment, or the Catalog, and the Special Management Measures for the Access of Foreign Investment, or the Negative List, which were promulgated and are amended from time to time by the Ministry of Commerce and the NDRC, and together with the Foreign Investment Law and their respective implementation rules and ancillary regulations.
Pursuant to such regulations, there shall be a three-year interim period from July 1, 2024 to June 30, 2027 for the existing companies established before June 30, 2024 to adjust their time limit for capital contribution. 102 Table of Contents Regulations Relating to Foreign Investment Investment activities in the PRC by foreign investors are principally governed by the Catalog of Industries for Encouraging Foreign Investment, or the Catalog, and the Special Management Measures for the Access of Foreign Investment, or the Negative List, which were promulgated and are amended from time to time by the Ministry of Commerce and the NDRC, and together with the Foreign Investment Law and their respective implementation rules and ancillary regulations.
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.
Foreign-invested enterprises in these pilot areas can apply for the license of these pilot services. 104 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.
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.
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.” 106 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.
This announcement came into effect on April 1, 2019 and shall be prevail in case of any conflict with existing provisions. 126 Table of Contents Regulations Relating to Dividend Withholding Tax Pursuant to the Enterprise Income Tax Law and its implementation rules, if a non-resident enterprise has not set up an organization or establishment in the PRC, or has set up an organization or establishment but the income derived has no actual connection with such organization or establishment, it will be subject to a withholding tax on its PRC-sourced income at a rate of 10%.
This announcement came into effect on April 1, 2019 and shall be prevail in case of any conflict with existing provisions. 122 Table of Contents Regulations Relating to Dividend Withholding Tax Pursuant to the Enterprise Income Tax Law and its implementation rules, if a non-resident enterprise has not set up an organization or establishment in the PRC, or has set up an organization or establishment but the income derived has no actual connection with such organization or establishment, it will be subject to a withholding tax on its PRC-sourced income at a rate of 10%.
As a result of the shareholders’ rights entrustment agreement and the powers of attorney, we, through Xi’an Jingxundi, are able to exercise management control over the activities that most significantly impact the economic performance of Xi’an Jingdong Xincheng. 133 Table of Contents Agreements that Allow Us to Receive Economic Benefits Exclusive Technology Consulting and Service Agreement/Exclusive Business Cooperation Agreement On September 16, 2022, Jingdong Century and Jingdong 360 entered into an exclusive technology consulting and services agreement, which supersedes the version entered into in June 2016.
As a result of the shareholders’ rights entrustment agreement and the powers of attorney, we, through Xi’an Jingxundi, are able to exercise management control over the activities that most significantly impact the economic performance of Xi’an Jingdong Xincheng. 129 Table of Contents Agreements that Allow Us to Receive Economic Benefits Exclusive Technology Consulting and Service Agreement/Exclusive Business Cooperation Agreement On September 16, 2022, Jingdong Century and Jingdong 360 entered into an exclusive technology consulting and services agreement, which supersedes the version entered into in June 2016.
Pursuant to applicable regulations, ICP operators must complete mandatory security filing procedures and regularly update information security and monitoring systems for their websites with local public security authorities, and must also report any public dissemination of prohibited content. 114 Table of Contents In December 2015, the Standing Committee of the National People’s Congress promulgated the Anti-Terrorism Law of the PRC, which took effect on January 1, 2016 and was amended on April 27, 2018.
Pursuant to applicable regulations, ICP operators must complete mandatory security filing procedures and regularly update information security and monitoring systems for their websites with local public security authorities, and must also report any public dissemination of prohibited content. 109 Table of Contents In December 2015, the Standing Committee of the National People’s Congress promulgated the Anti-Terrorism Law of the PRC, which took effect on January 1, 2016 and was amended on April 27, 2018.
Due to our nationwide reach and our efficient fulfillment system, suppliers often choose us to launch new products that they expect will be in high demand, and we often act as the preferred distributor for a period of days or weeks when a hot new product first becomes available for sale to the public. 98 Table of Contents Online Experience We believe that providing a compelling online experience is critical to attracting and retaining customers.
Due to our nationwide reach and our efficient fulfillment system, suppliers often choose us to launch new products that they expect will be in high demand, and we often act as the preferred distributor for a period of days or weeks when a hot new product first becomes available for sale to the public. 93 Table of Contents Online Experience We believe that providing a compelling online experience is critical to attracting and retaining customers.
The PRC Trademark Office of National Intellectual Property Administration is responsible for the registration and administration of trademarks throughout the PRC. The Trademark Law has adopted a “first-to-file” principle with respect to trademark registration.
The Trademark Office of China National Intellectual Property Administration is responsible for the registration and administration of trademarks throughout the PRC. The Trademark Law has adopted a “first-to-file” principle with respect to trademark registration.
Furthermore, sales in the traditional retail industry are significantly higher in the fourth quarter of each calendar year than in the preceding three quarters. 105 Table of Contents E-commerce companies in China hold special promotional campaigns on November 11 each year that tend to boost sales in the fourth quarter relative to other quarters, and we hold a special promotional campaign in the second quarter of each year, on June 18, to celebrate the anniversary of the founding of our e-commerce business.
Furthermore, sales in the traditional retail industry are significantly higher in the fourth quarter of each calendar year than in the preceding three quarters. 100 Table of Contents E-commerce companies in China hold special promotional campaigns on November 11 each year that tend to boost sales in the fourth quarter relative to other quarters, and we hold a special promotional campaign in the second quarter of each year, on June 18, to celebrate the anniversary of the founding of our e-commerce business.
The implementation rules further clarified that the state encourages and promotes foreign investment, protects the lawful rights and interests of foreign investors, regulates foreign investment administration, continues to optimize foreign investment environment, and advances a higher-level opening. 108 Table of Contents On December 30, 2019, the Ministry of Commerce and the SAMR jointly promulgated the Measures for Information Reporting on Foreign Investment, which became effective on January 1, 2020.
The implementation rules further clarified that the state encourages and promotes foreign investment, protects the lawful rights and interests of foreign investors, regulates foreign investment administration, continues to optimize foreign investment environment, and advances a higher-level opening. 103 Table of Contents On December 30, 2019, the Ministry of Commerce and the SAMR jointly promulgated the Measures for Information Reporting on Foreign Investment, which became effective on January 1, 2020.
In addition, the MIIT issued the Circular of the Ministry of Industry and Information Technology on the Official Commercial Use of Mobile Communication Resale Business, pursuant to which the mobile communication resale business will be transferred from the pilot to the formal commercial use, and the enterprise that has already approved to be a pilot to conduct the mobile telecommunications resale business, and intends to continue the business, the commercial contract shall be renewed in accordance with the provisions of this circular and shall apply for a renew its telecommunications business license.
In addition, the MIIT issued the Circular of the Ministry of Industry and Information Technology on the Official Commercial Use of Mobile Communication Resale Business, pursuant to which the mobile communication resale business will be transferred from the pilot to the formal commercial use, and the enterprise that has already approved to be a pilot to conduct the mobile telecommunications resale business, and intends to continue the business, the commercial contract shall be renewed in accordance with the provisions of this circular and shall apply for renewal of its telecommunications business license.
Pursuant to the loan agreement dated September 30, 2022 between Shanghai Shengdayuan and the shareholders of Jiangsu Jingdong Bangneng, Jingdong Century made loans to the shareholders of Jiangsu Jingdong Bangneng for the capitalization of Jiangsu Jingdong Bangneng and the purchase of equity interest of Jiangsu Jingdong Bangneng.
Pursuant to the loan agreement dated September 30, 2022 between Shanghai Shengdayuan and the shareholders of Jiangsu Jingdong Bangneng, Shanghai Shengdayuan made loans to the shareholders of Jiangsu Jingdong Bangneng for the capitalization of Jiangsu Jingdong Bangneng and the purchase of equity interest of Jiangsu Jingdong Bangneng.
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.
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. 120 Table of Contents On February 17, 2023, the CSRC, as approved by the State Council, released the Trial Measures.
JD Health’s RMB counter on the Hong Kong Stock Exchange was launched and became effective since June 19, 2023 under the stock code “86618.” 89 Table of Contents JD Property In 2018, we established JD Property, our infrastructure asset management and integrated service platform for developing and managing modern infrastructure to support JD Logistics and third parties.
JD Health’s RMB counter on the Hong Kong Stock Exchange was launched and became effective since June 19, 2023 under the stock code “86618.” 85 Table of Contents JD Property In 2018, we established JD Property, our infrastructure asset management and integrated service platform for developing and managing modern infrastructure to support JD Logistics and third parties.
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.
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. 98 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 been able to build an extensive base of loyal customers primarily through providing superior customer experience and conducting marketing and brand promotion activities. 104 Table of Contents In addition to continuing marketing activities through traditional online and offline channels, we have also designed innovative programs and promotion activities to further enhance the brand awareness of both ourselves and our partners and to better reach our customers.
We have been able to build an extensive base of loyal customers primarily through providing superior customer experience and conducting marketing and brand promotion activities. 99 Table of Contents In addition to continuing marketing activities through traditional online and offline channels, we have also designed innovative programs and promotion activities to further enhance the brand awareness of both ourselves and our partners and to better reach our customers.
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.
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 2025. We continue to increase our direct purchases from manufacturers and, where appropriate, to become an authorized reseller.
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.
We are subject to these measures as a result of our online retail marketplace business. 108 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.
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.
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. 113 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.
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.
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. 123 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.
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.
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. 101 Table of Contents People Oriented Our people are the driving force of our sustainable development.
Permit for Production and Operation of Radio and TV Programs Under the Regulations on the Administration of Production of Radio and Television Programs issued by the State Administration of Radio, Film and Television in July 2004 and amended in August 2015 and October 2020, any entities that engage in the production of radio and television programs are required to apply for a Permit for Production and Operation of Radio and TV Programs from the competent administrative authority.
Permit for Production and Operation of Radio and TV Programs Under the Regulations on the Administration of Production of Radio and Television Programs issued by the State Administration of Radio, Film and Television in July 2004 and amended in August 2015, October 2020 and June 2025, any entities that engage in the production of radio and television programs are required to apply for a Permit for Production and Operation of Radio and TV Programs from the competent administrative authority.
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.
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 1,415,000 square meters. We have acquired land use rights in Beijing to build our headquarters.
Direct cooperation with manufacturers enables us to increase supply chain efficiency by minimizing supply chain costs and to give customers peace of mind about product quality. 101 Table of Contents We select suppliers and third-party merchants on the basis of brand, reliability, volume and price.
Direct cooperation with manufacturers enables us to increase supply chain efficiency by minimizing supply chain costs and to give customers peace of mind about product quality. 96 Table of Contents We select suppliers and third-party merchants on the basis of brand, reliability, volume and price.
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.
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.
The significant consolidated variable interest entities and their subsidiaries that conduct our business operations in China include, among others, the following: • 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, which was established in September 2010 and primarily engages in the business of selling books, audio and video products; • Xi’an Jingdong Xincheng, which was established in June 2017 and primarily provides technology and consulting services relating to logistics services; • Jiangsu Jingdong Bangneng, which was established in August 2015 and primarily engages in the business of investment management; • Suqian Juhe, which was established in June 2020 and primarily provides enterprise management services; and • Suqian Hanyu, which was established in December 2024 and primarily provides technology services. 87 Table of Contents We also conduct certain of our business operations through other consolidated variable interest entities and their subsidiaries, including Suqian Jingdong Tianning Jiankang Technology Co., Ltd., or Suqian Jingdong Tianning, which was established in June 2019 and primarily provides pharmacy sales and healthcare services in connection with JD Health’s operations.
The significant consolidated variable interest entities and their subsidiaries that conduct our business operations in China include, among others, the following: • 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, which was established in September 2010 and primarily engages in the business of selling books, audio and video products; • Xi’an Jingdong Xincheng, which was established in June 2017 and primarily provides technology and consulting services relating to logistics services; • Jiangsu Jingdong Bangneng, which was established in August 2015 and primarily engages in the business of investment management; and • Suqian Hanyu, which was established in December 2024 and primarily provides technology services. 83 Table of Contents We also conduct certain of our business operations through other consolidated variable interest entities and their subsidiaries, including Suqian Jingdong Tianning Jiankang Technology Co., Ltd., or Suqian Jingdong Tianning, which was established in June 2019 and primarily provides pharmacy sales and healthcare services in connection with JD Health’s operations.
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.
Accordingly, as of December 31, 2025, 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.
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.
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, which was established in April 2011 and primarily operates our online marketplace business; and • 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.
Our solutions are powered by our proprietary technology, industry know-how and insights of product merchandizing. 93 Table of Contents Our Retail Technology Services and Other Technology Initiatives Capitalizing on our retail data, infrastructure and technology, we commercialize our retail capability into services we offer to brands and partners in the retail industry.
Our solutions are powered by our proprietary technology, industry know-how and insights of product merchandizing. 89 Table of Contents Our Retail Technology Services and Other Technology Initiatives Capitalizing on our retail data, infrastructure and technology, we commercialize our retail capability into services we offer to brands and partners in the retail industry.
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.
As of December 31, 2025, 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.
On September 30, 2022, Shanghai Shengdayuan, Jiangsu Yuanzhou and each of the shareholders of Jiangsu Yuanzhou 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 September 30, 2022, Shanghai Shengdayuan, Jiangsu Jingdong Bangneng and each of the shareholders of Jiangsu Jingdong Bangneng 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.
The Consumer Protection Law was further amended in October 2013 and became effective in March 2014. The amended Consumer Protection Law further strengthen the protection of consumers and impose more stringent requirements and obligations on business operators, especially on the business operators through the internet.
The Consumer Protection Law was further amended in October 2013 and became effective in March 2014. The amended Consumer Protection Law further strengthens the protection of consumers and impose more stringent requirements and obligations on business operators, especially on the business operators through the internet.
In 2024, we continued to invest in smart services and leveraged our advanced AI and deep learning technologies to more efficiently resolve the high volume of customer inquiries without sacrificing the customer experience.
In 2025, we continued to invest in smart services and leveraged our advanced AI and deep learning technologies to more efficiently resolve the high volume of customer inquiries without sacrificing the customer experience.
As of December 31, 2024, Xi’an Jingdong Xuncheng and its ten branches and two subsidiaries, Jingbangda and its three branches and 33 subsidiaries, and Jingdong Logistics Transportation Co., Ltd. and its subsidiary had obtained Road Transportation Operation Permits that allow these entities to provide road freight transportation services. See “Item 3.D.
As of December 31, 2025, Xi’an Jingdong Xuncheng and its ten branches and two subsidiaries, Beijing Jingbangda and its three branches and 33 subsidiaries, and Jingdong Logistics Transportation Co., Ltd. and its subsidiary had obtained Road Transportation Operation Permits that allow these entities to provide road freight transportation services. See “Item 3.D.
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.
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. 125 Table of Contents C.
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.
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, legally binding and enforceable, and will not result in any violation of PRC laws or regulations currently in effect.
In circumstances involving serious violations, the SAMR or its local branches may revoke the violators’ licenses or permits for their advertising business operations. In July 2016, the State Administration of Industry and Commerce issued the Interim Measures for the Administration of Internet Advertising to regulate internet advertising activities.
In circumstances involving serious violations, the SAMR or its local branches may revoke the violators’ licenses or permits for their advertising business operations. 117 Table of Contents In July 2016, the State Administration of Industry and Commerce issued the Interim Measures for the Administration of Internet Advertising to regulate internet advertising activities.
JD Plus offers benefits including extra rebates, coupons, exclusive prices on selected product offerings, free shipping and return services, VIP customer services, PLUS DAY promotion events, online medical consultation and JD E-book unlimited access designed specifically for JD Plus members.
JD Plus offers benefits including extra rebates, coupons, exclusive prices on selected product offerings, free shipping and return services, lifestyle service package, VIP customer services, PLUS DAY promotion events, online medical consultation and JD E-book unlimited access designed specifically for JD Plus members.
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.
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 Hanyu Agreements, as applicable. 132 Table of Contents D.
We continue optimizing our customer service to guarantee the best possible shopping experience. 99 Table of Contents In 2024, we further strengthened our brand image of offering hassle-free services to our customers. Combining unique service capabilities from our retail business and our third-party merchants, we provide our customers with customized services for different product categories.
We continue optimizing our customer service to guarantee the best possible shopping experience. 94 Table of Contents In 2025, we further strengthened our brand image of offering hassle-free services to our customers. Combining unique service capabilities from our retail business and our third-party merchants, we provide our customers with customized services for different product categories.
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.
As of December 31, 2025, 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 34 million square meters, including warehouse space managed under the JD Logistics Open Warehouse Platform.
As part of our strategic partnership with Tencent, we launched level 1 access on Tencent’s Weixin and direct access on Tencent’s Mobile QQ, whereby Tencent users can easily access our product offerings and have an enjoyable mobile shopping experience. Over 90% of orders fulfilled were placed through our mobile apps in 2024.
As part of our strategic partnership with Tencent, we launched access on Tencent’s Weixin and direct access on Tencent’s Mobile QQ, whereby Tencent users can easily access our product offerings and have an enjoyable mobile shopping experience. Over 90% of orders fulfilled were placed through our mobile apps in 2025.
Our fulfillment services have been proven to be highly reliable in response to customer needs, and we offer our customers and consumers a full spectrum of integrated supply chain solutions and high-quality logistics services covering various industries, helping them reduce costs and enhance efficiency. 92 Table of Contents We launched our online marketplace in October 2010, and have since then been continually adding third-party merchants and introducing new products and services, including premium international brands, to our customers.
Our fulfillment services have been proven to be highly reliable in response to customer needs, and we offer our customers and consumers a full spectrum of integrated supply chain solutions and high-quality logistics services covering various industries, helping them reduce costs and enhance efficiency. 88 Table of Contents We launched our online marketplace in October 2010, and have since then been continually adding third-party merchants and introducing new products and services, to our customers.
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.
As of December 31, 2025, JD Logistics operated over 1,600 warehouses, which covered an aggregate gross floor area of over 34 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.
On December 17, 2024, Jiangsu Huiji, Suqian Hanyu and the shareholders of Suqian Hanyu 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. 135 Table of Contents On September 16, 2022, Xi’an Jingxundi, Xi’an Jingdong Xincheng and the shareholders of Xi’an Jingdong Xincheng entered into an exclusive purchase option agreement, pursuant to which Xi’an Jingxundi (or JD Logistics or any subsidiary of JD Logistics, the “designee”) is granted an irrevocable and exclusive right to purchase all of the equity interest in and/or assets of Xi’an Jingdong Xincheng for a nominal price, unless the government authorities or the PRC laws request that another amount be used as the purchase price, in which case the purchase price shall be the lowest amount under such request.
On March 20, 2026, Jiangsu Huiji, Suqian Hanyu and the shareholders of Suqian Hanyu 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. 131 Table of Contents On September 16, 2022, Xi’an Jingxundi, Xi’an Jingdong Xincheng and the shareholders of Xi’an Jingdong Xincheng entered into an exclusive purchase option agreement, pursuant to which Xi’an Jingxundi (or JD Logistics or any subsidiary of JD Logistics, the “designee”) is granted an irrevocable and exclusive right to purchase all of the equity interest in and/or assets of Xi’an Jingdong Xincheng for a nominal price, unless the government authorities or the PRC laws request that another amount be used as the purchase price, in which case the purchase price shall be the lowest amount under such request.
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 external revenues of the consolidated variable interest entities and their subsidiaries collectively contributed 7.8%, 8.7% and 6.8% of our consolidated total net revenues for the years ended December 31, 2023, 2024 and 2025, respectively.
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.
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, 2025, Beijing Jingbangda had obtained one cross-provincial Courier Service Operation Permit, and its 38 subsidiaries had obtained Courier Service Operation Permits. See “Item 3.D.
The application of our advanced supply chain management solution and technology on 7FRESH is part of our ongoing experiments to deploy our retail and supply chain service capabilities, which is expected to empower our potential offline partners to further expand our 7FRESH presence to pursue an enhanced shopping experience for our consumers.
The application of our advanced supply chain management solution and technology on 7FRESH is part of our ongoing experiments to deploy our retail and supply chain service capabilities, which is expected to further expand our 7FRESH presence to pursue an enhanced shopping experience for our consumers.
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.
As of December 31, 2025, our warehouse network had an aggregate gross floor area of over 34 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.
Timely and reliable fulfillment is critical to our success. Leveraging this nationwide fulfillment capability, we deliver a majority of the orders to customers by ourselves. Since 2020, we have further improved our efficiency in more cities, especially the less developed areas, as we continued to expand our same day and next day delivery service in these areas.
Leveraging this nationwide fulfillment capability, we deliver a majority of the orders to customers by ourselves. Since 2020, we have further improved our efficiency in more cities, especially the less developed areas, as we continued to expand our same day and next day delivery service in these areas.
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 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, 2025, we had incurred construction in progress costs of RMB6,503 million (US$930 million) for these fulfillment facilities and new office buildings. Item 4A. Unresolved Staff Comments None.
In accordance with these agreements, JD Technology carried out the first tranche of redemption through cash settlement and new share issuance in the fourth quarter of 2024. As of December 31, 2024, our equity interest in JD Technology further increased to 43.6% as a result of the redemption, which we refer to as the JD Technology Redemption Arrangement.
In accordance with these agreements, JD Technology carried out the first tranche of redemption through cash settlement and new share issuance in the fourth quarter of 2024. As of December 31, 2025, our equity interest in JD Technology further increased to 54.9% as a result of the redemption, which we refer to as the JD Technology Redemption Arrangement.
Regulations Relating to PRC Value Added Tax On March 23, 2016, the Ministry of Finance and the State Taxation Administration jointly issued the Circular on the Pilot Program for Overall Implementation of the Collection of Value Added Tax Instead of Business Tax, which took effect on May 1, 2016.
On March 23, 2016, the Ministry of Finance and the State Taxation Administration jointly issued the Circular on the Pilot Program for Overall Implementation of the Collection of Value Added Tax Instead of Business Tax, which took effect on May 1, 2016.
However, we have been further advised by our PRC legal counsel that there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules. Accordingly, the PRC regulatory authorities may in the future take a view that is contrary to the above opinion of our PRC legal counsel.
However, we have been further advised by our PRC legal counsel that there are uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules. Accordingly, the PRC regulatory authorities may in the future take a view that is different from the above opinion of our PRC legal counsel.
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.
Jingdong 360 has obtained a Permit for Production and Operation of Radio and TV Programs, which remains valid until June 2027. 107 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.
In addition, pursuant to the Interim Regulations of Courier which came into effect in May 2018 and was further amended in March 2019, express delivery operators and their branches may open express delivery terminal outlets according to their business needs, and shall file with the local postal administrations in the places where such terminal outlets are located within 20 days from the date of opening such terminal outlets.
In addition, pursuant to the Interim Regulations of Courier which came into effect in May 2018 and was most recently amended in April 2025, express delivery operators and their branches may open express delivery terminal outlets according to their business needs, and shall file with the local postal administrations in the places where such terminal outlets are located within 20 days from the date of opening such terminal outlets.
In addition, we have formed strategic partnerships with a number of major internet companies in China, aiming at leveraging these companies’ massive user bases to strengthen collaboration in targeted marketing, user access points and content-driven marketing. We incurred RMB37.8 billion, RMB40.1 billion and RMB48.0 billion (US$6.6 billion) of marketing expenses in 2022, 2023 and 2024, respectively.
In addition, we have formed strategic partnerships with a number of major internet companies in China, aiming at leveraging these companies’ massive user bases to strengthen collaboration in targeted marketing, user access points and content-driven marketing. We incurred RMB40.1 billion, RMB48.0 billion and RMB84.0 billion (US$12.0 billion) of marketing expenses in 2023, 2024 and 2025, respectively.
In addition, we had a team of 465,626 warehouse and delivery employees as of December 31, 2024. Our value proposition is to empower our customers’ supply chains and substantially improve their operational efficiencies, which in turn enhance their own customer experience and stickiness.
In addition, we had a team of 642,940 warehouse and delivery employees as of December 31, 2025. Our value proposition is to empower our customers’ supply chains and substantially improve their operational efficiencies, which in turn enhance their own customer experience and stickiness.
We have registered jd.com , jdl.cn , jdhealth.com , 360buy.com , 360buy.cn , 360buy.com.cn and other domain names. 123 Table of Contents Regulations Relating to Employment The Labor Contract Law and its implementation rules provide requirements concerning employment contracts between an employer and its employees.
We have registered jd.com , jdl.cn , jdh.com , jingdongindustrials.com and other domain names. 119 Table of Contents Regulations Relating to Employment The Labor Contract Law and its implementation rules provide requirements concerning employment contracts between an employer and its employees.
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.
As of December 31, 2025, 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 34 million square meters. We incurred total lease cost of RMB12,275 million, RMB12,197 million and RMB12,618 million (US$1,804 million) in 2023, 2024 and 2025, respectively.
On March 30, 2023, JD Property, 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 January 26, 2026, JD Property, 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.
By leveraging our intelligent supply chain capabilities, in 2024, we achieved a global leading level of inventory turnover of 31.5 days, empowering our business partners to achieve greater operating efficiency. Giving Back to the Community Leveraging our advantages and experience in building a “Responsible Supply Chain”, we make active contribution in rural revitalization, disaster relief, and philanthropy.
By leveraging our intelligent supply chain capabilities, in 2025, we achieved an industry leading level of inventory turnover of 37.8 days, empowering our business partners to achieve greater operating efficiency. Giving Back to the Community Leveraging our advantages and experience in building a “Responsible Supply Chain”, we make active contribution in rural revitalization, disaster relief, and philanthropy.
The Ministry of Commerce and the NDRC promulgated the Catalogue of Industries for Encouraging Foreign Investment (2022 Version) on October 26, 2022, and the Special Management Measures (Negative List) for the Access of Foreign Investment (2024) on September 6, 2024, to replace the previous encouraging catalogue and negative list thereunder.
The Ministry of Commerce and the NDRC promulgated the Catalogue of Industries for Encouraging Foreign Investment (2025 Version) on December 15, 2025, and the Special Management Measures (Negative List) for the Access of Foreign Investment (2024) on September 6, 2024, to replace the previous encouraging catalogue and negative list thereunder.
The business operations agreement with Jiangsu Jingdong Bangneng contains terms substantially similar to the amended and restated business operations agreement with Jingdong 360 described above. On December 17, 2024, Jiangsu Huiji entered into a business operations agreement with Suqian Hanyu and its shareholders.
The business operations agreement with Jiangsu Jingdong Bangneng contains terms substantially similar to the amended and restated business operations agreement with Jingdong 360 described above. On March 20, 2026, Jiangsu Huiji entered into a business operations agreement with Suqian Hanyu and its shareholders.
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.
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, 2025, JD Logistics operated 45 Asia No. 1 smart industrial parks in 30 cities across China. JD Health JD Health is one of the largest online healthcare platforms in China.
We continue to drive ESG progress with focuses on the following areas. Environmental Sustainability We aim to build a green and low-carbon supply chain by actively promoting carbon-reduction measures in the fields of warehousing, packaging, transportation and beyond, and driving development of a circular economy with joint efforts with upstream and downstream partners.
Environmental Sustainability We aim to build a green and low-carbon supply chain by actively promoting carbon-reduction measures in the fields of warehousing, packaging, transportation and beyond, and driving development of a circular economy with joint efforts with upstream and downstream partners.
On December 17, 2024, Jiangsu Huiji and Suqian Hanyu 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 March 20, 2026, Jiangsu Huiji and Suqian Hanyu 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.
According to PRC laws and regulations, companies that engage in advertising activities must obtain a business license from the SAMR or its local branches which specifically includes operating an advertising business within its business scope.
Regulations Relating to Advertising Business The SAMR is the government agency responsible for regulating advertising activities in the PRC. According to PRC laws and regulations, companies that engage in advertising activities must obtain a business license from the SAMR or its local branches which specifically includes operating an advertising business within its business scope.
According to the Interpretation of the Supreme People’s Court on Several Issues concerning the Application of Law in the Trial of Cases about Disputes Over Lease Contracts on Urban Buildings (2020 version), which took effect on January 1, 2021, if the ownership of the leased premises changes during lessee’s possession in accordance with the terms of the lease contract, and the lessee requests the assignee to continue to perform the original lease contract, the PRC court shall support it, except that the mortgage right has been established before the lease of the leased premises and the ownership changes due to the mortgagee’s realization of the mortgage right. 121 Table of Contents Regulations Relating to Advertising Business The SAMR is the government agency responsible for regulating advertising activities in the PRC.
According to the Interpretation of the Supreme People’s Court on Several Issues concerning the Application of Law in the Trial of Cases about Disputes Over Lease Contracts on Urban Buildings (2020 version), which took effect on January 1, 2021, if the ownership of the leased premises changes during the lessee’s possession in accordance with the terms of the lease contract, and the lessee requests the assignee to continue to perform the original lease contract, the PRC court shall support it, except that the mortgage right has been established before the lease of the leased premises and the ownership changes due to the mortgagee’s realization of the mortgage right.
Protecting customer data and building trust is one of our core values. Operating in compliance with the most stringent standards and regulations both in China and globally, we provide our customers with a high level of security, privacy protection and ease of mind.
Protecting customer data and building trust is one of our core values. Operating in compliance with the most stringent standards and regulations both in China and globally, we provide our customers with a high level of security, privacy protection and ease of mind. AI Initiatives We have deeply integrated AI into our supply chain.
On March 15, 2021, the SAMR promulgated the Measures for the Supervision and Administration of Online Trading, which aims to regulate business activities involving the sale of commodities or provision of services through the internet and other information networks, to replace earlier measures from 2014.
The Measures for the Supervision and Administration of Online Trading promulgated by the SAMR on March 15, 2021 and most recently amended in March 18, 2025, aims to regulate business activities involving the sale of commodities or provision of services through the internet and other information networks, to replace earlier measures from 2014.
On December 17, 2024, each of the shareholders of Suqian Hanyu granted an irrevocable power of attorney to Jiangsu Huiji, which contains terms substantially similar to the powers of attorney granted by the shareholders of Jingdong 360 described above.
On March 20, 2026, each of the shareholders of Suqian Hanyu granted an irrevocable power of attorney to Jiangsu Huiji, which contains terms substantially similar to the powers of attorney granted by the shareholders of Jingdong 360 described above.

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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.
Our management’s estimates of fair value are based on available information as of the acquisition date and upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, the actual results may differ from estimates. Changes in these estimates and assumptions could materially affect the determination of the asset’s fair value.
Our management’s estimates of fair value are based on available information as of the acquisition date and upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, the actual results may differ from estimates. Changes in these estimates and assumptions could materially affect the determination of the fair value.
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.
In addition, payments of dividends from our subsidiaries in Hong Kong to us are not subject to any Hong Kong withholding tax. 138 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.
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.
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, 2026 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.
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.
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. 134 Table of Contents Our Ability to Increase Customer Purchases Growth in customer purchases is a key driver of our revenue growth.
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.
Net cash used in investing activities in 2024 was RMB871 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.
In accordance with ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”) issued by the Financial Accounting Standards Board (“FASB”) guidance on testing of goodwill for impairment, we first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
In accordance with ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment issued by the Financial Accounting Standards Board (“FASB”) guidance on testing of goodwill for impairment, we first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
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.
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. 137 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.
The rebates and subsidies we receive from suppliers are treated as a reduction in the purchase price and will be recorded as a reduction in cost of revenues when the product is sold.
The rebates we receive from suppliers are treated as a reduction in the purchase price and will be recorded as a reduction in cost of revenues when the product is sold.
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.
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.” RMB may be converted into foreign exchange for current account items, including interest and trade- and service-related transactions.
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.
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 loss of RMB3,143 million.
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.
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. 150 Table of Contents Holding Company Structure JD.com, Inc. is a holding company with no material operations of its own.
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, 2025. 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, 2025. 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 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 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. 151 Table of Contents Business Combinations We account for business acquisitions under the acquisition method of accounting.
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.
Our fulfillment expenses and thus operational efficiency are also affected by the average size of orders placed by our customers. 135 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.
The initial conversion rate of the 2029 Notes is 21.8830 ADSs per US$1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately US$45.70 per ADS. As of the December 31, 2024, an aggregate principal amount of US$2.0 billion of the 2029 Notes remained outstanding.
The initial conversion rate of the 2029 Notes is 21.8830 ADSs per US$1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately US$45.70 per ADS. As of December 31, 2025, an aggregate principal amount of US$2.0 billion of the 2029 Notes remained outstanding.
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.
During 2025, we paid an aggregate of US$36.0 million in interest payments related to these notes. 144 Table of Contents • 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.
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.
Changes in recognition and measurement estimates are recognized in the period in which the changes occur. As of December 31, 2024 and 2025, we did not have any significant unrecognized uncertain tax positions.
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.
Our nationwide fulfillment infrastructure covers almost all counties and districts across China, which, as of December 31, 2025, included a warehousing network of over 1,600 warehouses that are operated by us, and an aggregate gross floor area of over 34 million square meters, including warehouse space managed under the JD Logistics Open Warehouse Platform.
The increase in inventories was mainly due to preparation for the Chinese New Year Shopping Festival and the trade-in program. The increase in our accounts payable was due to the growth of our business. 150 Table of Contents Net cash provided by operating activities in 2023 was RMB59,521 million.
The increase in inventories was mainly due to preparation for the Chinese New Year Shopping Festival and the trade-in program. The increase in our accounts payable was due to the growth of our business. Net cash provided by operating activities in 2023 was RMB59,521 million.
Years Ended December 31, 2023 and 2022 For a detailed description of the comparison of our operating results for the years ended December 31, 2023 and 2022, see “Item 5. Operating and Financial Review and Prospects—A.
Years Ended December 31, 2024 and 2023 For a detailed description of the comparison of our operating results for the years ended December 31, 2024 and 2023, see “Item 5. Operating and Financial Review and Prospects—A.
Financing Activities Net cash used in financing activities in 2024 was RMB21,004 million (US$2,877 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 unsecured senior notes.
Net cash used in financing activities in 2024 was RMB21,004 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 unsecured senior notes.
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.
Our fulfillment expenses in absolute amount increased over 2023, 2024 and 2025, while the fulfillment expenses as a percentage of our total net revenues increased from 6.0% in 2023 to 6.7% in 2025. 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.
We are subject to VAT at a rate of 9% on sales of audio and video products, at a rate of 13% on sales of other products, at a rate of 9% on logistics services and at a rate of 6% on advertising and other services, in each case less any deductible VAT we have already paid or borne.
We are subject to VAT at a rate of 9% on sales of audio and video products, at a rate of 13% on sales of other products, at a rate of 6% on express delivery services, at a rate of 9% on transportation services and at a rate of 6% on advertising and other services, in each case less any deductible VAT we have already paid or borne.
Operating Results—Results of Operations—Year Ended December 31, 2023 and 2022” of our annual report on Form 20-F filed with the Securities and Exchange Commission on April 18, 2024. B. Liquidity and Capital Resources Our primary sources of liquidity have been proceeds from operating activities, equity and debt financing, and certain business or assets reorganizations.
Operating Results—Results of Operations—Year Ended December 31, 2024 and 2023” of our annual report on Form 20-F filed with the Securities and Exchange Commission on April 17, 2025. B. Liquidity and Capital Resources Our primary sources of liquidity have been proceeds from operating activities, equity and debt financing, and certain business or assets reorganizations.
The Company considered all the available positive and negative evidence at each legal entity level to determine whether a valuation allowance for deferred tax assets is needed. The valuation allowance of RMB17 billion and RMB13 billion as of December 31, 2023 and 2024, respectively, is based on management’s estimates of future taxable income and application of relevant tax income laws.
We considered all the available positive and negative evidence at each legal entity level to determine whether a valuation allowance for deferred tax assets is needed. The valuation allowance of RMB13 billion and RMB15 billion as of December 31, 2024 and 2025, respectively, is based on management’s estimates of future taxable income and application of relevant tax income laws.
Our valuation allowance mainly arises from loss-making entities under the logistics business and certain new businesses that have suffered cumulative losses in recent years. We released approximately RMB5 billion of our valuation allowances in 2024 as certain entities of logistic business turned profitable.
Our valuation allowance mainly arises from loss-making entities under the logistics business and certain new businesses that have suffered cumulative losses in recent years. We released approximately RMB8 billion of our valuation allowances in 2025 as certain entities turned profitable.
(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.
(2) Our long-term debt obligations are mainly unsecured senior notes and long-term debts, including the portion due within one year. Our investment commitments contracted but without fixed payment schedule amounted to RMB1.5 billion (US$0.2 billion) as of December 31, 2025, which primarily related to capital contribution obligation for certain fund investments.
Our major financings Set forth below are our major financings in recent years: • In April 2016, we issued an aggregate of US$500 million unsecured senior notes due 2021, with stated annual interest rate of 3.125%, and an aggregate of US$500 million unsecured senior notes due 2026, with stated annual interest rate of 3.875%.
Our major financings Set forth below are our major financings in recent years: • In April 2016, we issued an aggregate of US$0.5 billion unsecured senior notes due 2021, with stated annual interest rate of 3.125%, and an aggregate of US$0.5 billion unsecured senior notes due 2026, with stated annual interest rate of 3.875%.
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.
Our accounts receivable primarily include amounts due from customers and online payment channels. As of December 31, 2023, 2024 and 2025, our accounts receivable amounted to RMB20.3 billion, RMB25.6 billion and RMB27.3 billion (US$3.9 billion), respectively. JD Technology provides consumer financing to our customers.
Adjustments are recorded to write down the cost of inventories to the estimated net realizable value due to slow-moving merchandise and damaged goods, which is dependent upon factors such as inventory aging, historical and forecasted consumer demand, and market conditions that impact pricing.
Cost of inventories is mainly determined using the weighted average cost method. Adjustments are recorded to write down the cost of inventories to the estimated net realizable value due to slow-moving merchandise and damaged goods, which is dependent upon factors such as inventory aging, historical and forecasted consumer demand, and market conditions that impact pricing.
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.
For the logistics facilities that met closing conditions, we recorded disposal gain of RMB2.3 billion, RMB1.5 billion and RMB0.4 billion (US$0.1 billion) in 2023, 2024 and 2025, respectively. We derecognized the logistics facilities upon satisfaction of the hand-over condition.
We recognize in our consolidated financial statements the benefit of a tax position if the tax position is “more likely than not” to prevail based on the facts and technical merits of the position.
We recognize in our consolidated financial statements the benefit of a tax position if the tax position is more-likely-than-not to prevail based on the facts and technical merits of the position.
In 2024, 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 RMB8,904 million (US$1,220 million), impairment of goodwill, long-lived assets and equity investments totaled RMB5,660 million (US$775 million), share-based compensation of RMB2,999 million (US$411 million), and changes in certain working capital accounts, principally an increase in inventories of RMB20,154 million (US$2,761 million), and an increase in accounts payable of RMB27,844 million (US$3,815 million).
In 2024, 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 RMB8,904 million, impairment of goodwill, long-lived assets and equity investments totaled RMB5,660 million, share-based compensation of RMB2,999 million, and changes in certain working capital accounts, principally an increase in inventories of RMB20,154 million, and an increase in accounts payable of RMB27,844 million.
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.
Capital Expenditures We made capital expenditures of RMB25.4 billion, RMB18.0 billion and RMB17.6 billion (US$2.5 billion) in 2023, 2024 and 2025, respectively. Our capital expenditures for 2023, 2024 and 2025 consisted primarily of expenditures related to the expansion of our fulfillment infrastructure, technology platform, logistics equipment as well as our office buildings.
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.
Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit. During the years ended December 31, 2023, 2024 and 2025, management monitored the actual performance of the business and conducted goodwill impairment test.
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). C. Research and Development, Patents, and Licenses, etc.
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, 2025, the amount restricted, including paid-in capital and statutory reserve funds, as determined in accordance with PRC accounting standards and regulations, was approximately RMB78.2 billion (US$11.2 billion). C. Research and Development, Patents, and Licenses, etc.
For the year ended December 31, 2024, we concluded the carrying amounts of certain reporting units exceeded their respective fair values and recorded impairment losses of RMB799 million (US$109 million).
For the year ended December 31, 2024, we concluded the carrying amounts of certain reporting units exceeded their respective fair values and recorded impairment losses of RMB799 million. For the year ended December 31, 2025, we concluded the carrying amounts of certain reporting units exceeded their respective fair values and recorded impairment losses of RMB1,303 million.
We intend to further (i) expand our selection of general merchandise products, such as FMCG (fast-moving consumer goods), which are well received by customers and expected to have a potential for greater online penetration; (ii) attract more third-party merchants to our online marketplace; and (iii) provide more fulfillment and other value-added services to third-party merchants and others.
We intend to further (i) expand our selection of general merchandise products, such as supermarket, fashion, pharmaceutical and healthcare products, which are well received by customers and expected to have a potential for greater online penetration; (ii) attract more third-party merchants to our online marketplace; and (iii) provide more fulfillment and other value-added services to third-party merchants and others.
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.
As a measure of sensitivity, for every 1% of additional inventory valuation allowance as of December 31, 2025, we would have recorded an additional cost of sales of approximately RMB1,002 million (US$143 million). 152 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.
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).
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, 2025, the amount restricted, including paid-in capital and statutory reserve funds, as determined in accordance with PRC accounting standards and regulations, was approximately RMB78.2 billion (US$11.2 billion).
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%.
During 2025, 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$0.7 billion unsecured senior notes due 2030, with stated annual interest rate of 3.375%, and an aggregate of US$0.3 billion unsecured senior notes due 2050, with stated annual interest rate of 4.125%.
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.
As of December 31, 2025, our nationwide fulfillment infrastructure employed a total of 642,940 warehouse and delivery employees that manages this fulfillment infrastructure and the large number of orders we receive, process and fulfill each year.
Selected Statements of Operations Items Net Revenues Net revenues include net product revenues and net service revenues. Product sales is further divided into sales of electronics and home appliances products and sales of general merchandise products. Net revenues from electronics and home appliances products include revenues from sales of computer, communication and consumer electronics products as well as home appliances.
Product sales is further divided into sales of electronics and home appliances products and sales of general merchandise products. Net revenues from electronics and home appliances products include revenues from sales of computer, communication and consumer electronics products as well as home appliances.
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.
As of December 31, 2023, 2024 and 2025, the balances of current portion of financing provided to our customers that were included in accounts receivable balances amounted to RMB2.3 billion, RMB2.0 billion and RMB1.7 billion (US$0.2 billion), respectively.
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.
Our accounts receivable turnover days excluding the impact from consumer financing were 5.6 days in 2023, 5.9 days in 2024 and 8.7 days in 2025.
Tax positions that meet the “more likely than not” recognition threshold are measured at the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon settlement.
Tax positions that meet the more-likely-than-not recognition threshold are measured at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement.
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.
The net proceeds from the sale of these notes were used for general corporate purposes. As of December 31, 2025, the notes due 2021 were paid off, and the carrying value and estimated fair value of the notes due 2026 were US$499.6 million and US$499.4 million, respectively.
We sold certain of our development properties and received proceeds of RMB1.7 billion in 2022, RMB7.0 billion in 2023 and RMB3.8 billion (US$0.5 billion) in 2024.
We sold certain of our development properties and received proceeds of RMB7.0 billion in 2023, RMB3.8 billion in 2024 and RMB4.9 billion (US$0.7 billion) in 2025.
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.
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. 146 Table of Contents Our net inventories amounted to RMB68.1 billion, RMB89.3 billion and RMB95.4 billion (US$13.6 billion) as of December 31, 2023, 2024 and 2025, respectively.
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.
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 service revenues increased from RMB213.4 billion in 2023 to RMB230.8 billion in 2024, and further to RMB285.3 billion (US$40.8 billion) in 2025.
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.
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 RMB799 million and RMB1,303 million (US$186 million) in 2024 and 2025, 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 also offer marketing, logistics and other value-added services. 133 Table of Contents We generated total net revenues of RMB1,084.7 billion, RMB1,158.8 billion and RMB1,309.1 billion (US$187.2 billion) in 2023, 2024 and 2025, respectively. Our online retail business generated net product revenues of RMB871.2 billion, RMB928.0 billion and RMB1,023.8 billion (US$146.4 billion) in 2023, 2024 and 2025, respectively.
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 net proceeds from the sale of these notes are used for general corporate purposes and refinancing. As of December 31, 2025, the total carrying value and estimated fair value were US$692.6 million and US$676.4 million, respectively, with respect to the notes due 2030, and US$281.7 million and US$236.0 million, respectively, with respect to the notes due 2050.
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.
JD Retail, which includes JD Health and JD Industrials, 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 JD Food Delivery, JD Property, Jingxi and overseas businesses.
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.
In addition, our marketplace and marketing, logistics and other services generated net service revenues of RMB213.4 billion, RMB230.8 billion and RMB285.3 billion (US$40.8 billion) in 2023, 2024 and 2025, respectively.
Our wholly foreign-owned subsidiaries may convert RMB amounts that they generate in their own business activities, including technical consulting and related service fees pursuant to their contracts with the consolidated variable interest entities, as well as dividends they receive from their own subsidiaries, into foreign exchange and pay them to their non-PRC parent companies in the form of dividends.
As a result, our PRC subsidiaries and the consolidated variable interest entities in China may purchase foreign exchange for the payment of license, content or other royalty fees and expenses to offshore licensors and content partners, for example. 147 Table of Contents Our wholly foreign-owned subsidiaries may convert RMB amounts that they generate in their own business activities, including technical consulting and related service fees pursuant to their contracts with the consolidated variable interest entities, as well as dividends they receive from their own subsidiaries, into foreign exchange and pay them to their non-PRC parent companies in the form of dividends.
The increase was primarily driven by the enhancement in our unique supply chain capabilities, investments in user experience and mindshare, and improved price competitiveness and platform ecosystem. Net revenues from JD Logistics increased by 9.7% to RMB182,837 million (US$25,049 million) in 2024 from RMB166,625 million in 2023.
The increase was primarily driven by the enhancement in our unique supply chain capabilities, investments in user experience and mindshare, and improved price competitiveness and platform ecosystem. Net revenues from JD Logistics increased by 18.8% to RMB217,146 million (US$31,052 million) in 2025 from RMB182,837 million in 2024.
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.
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.
In 2022, 2023 and 2024, our research and development expenses, including share-based compensation expenses for research and development staff, were RMB16,893 million, RMB16,393 million and RMB17,031 million (US$2,333 million), respectively.
In 2023, 2024 and 2025, our research and development expenses, including share-based compensation expenses for research and development staff, were RMB16,393 million, RMB17,031 million and RMB22,229 million (US$3,179 million), respectively.
Net Income As a result of the foregoing, we had a net income of RMB44,660 million (US$6,118 million) in 2024, as compared to a net income of RMB23,257 million in 2023.
Net Income As a result of the foregoing, we had a net income of RMB23,142 million (US$3,309 million) in 2025, as compared to a net income of RMB44,660 million in 2024.
Our annual inventory turnover days were 33.2 days in 2022, 30.3 days in 2023 and 31.5 days in 2024.
Our annual inventory turnover days were 30.3 days in 2023, 31.5 days in 2024 and 37.8 days in 2025.
The following table sets forth a summary of our cash flows for the periods indicated: For the Year Ended December 31, 2022 2023 2024 RMB RMB RMB US$ (in millions) Summary Consolidated Cash Flows Data: Net cash provided by operating activities 57,819 59,521 58,095 7,959 Net cash used in investing activities (54,026 ) (59,543 ) (871 ) (119 ) Net cash provided by/(used in) financing activities 1,180 (5,808 ) (21,004 ) (2,877 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash 3,490 125 98 13 Net increase/(decrease) in cash, cash equivalents and restricted cash 8,463 (5,705 ) 36,318 4,976 Cash, cash equivalents, and restricted cash at beginning of year, including cash and cash equivalents classified within assets held for sale 76,693 85,156 79,451 10,884 Less: cash, cash equivalents, and restricted cash classified within assets held for sale at beginning of year — 41 53 7 Cash, cash equivalents, and restricted cash at beginning of year 76,693 85,115 79,398 10,877 Cash, cash equivalents and restricted cash at end of year, including cash and cash equivalents classified within assets held for sale 85,156 79,451 115,716 15,853 Less: cash, cash equivalents and restricted cash classified within assets held for sale at end of year 41 53 — * — * Cash, cash equivalents and restricted cash at end of year 85,115 79,398 115,716 15,853 * Absolute value is less than RMB1 million or US$1 million.
The following table sets forth a summary of our cash flows for the periods indicated: For the Year Ended December 31, 2023 2024 2025 RMB RMB RMB US$ (in millions) Summary Consolidated Cash Flows Data: Net cash provided by operating activities 59,521 58,095 18,991 2,716 Net cash (used in)/provided by investing activities (59,543 ) (871 ) 41,832 5,982 Net cash used in financing activities (5,808 ) (21,004 ) (26,728 ) (3,822 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash 125 98 (186 ) (27 ) Net (decrease)/increase in cash, cash equivalents and restricted cash (5,705 ) 36,318 33,909 4,849 Cash, cash equivalents, and restricted cash at beginning of year, including cash and cash equivalents classified within assets held for sale 85,156 79,451 115,716 16,547 Less: cash, cash equivalents, and restricted cash classified within assets held for sale at beginning of year 41 53 — * — * Cash, cash equivalents, and restricted cash at beginning of year 85,115 79,398 115,716 16,547 Cash, cash equivalents and restricted cash at end of year, including cash and cash equivalents classified within assets held for sale 79,451 115,716 149,625 21,396 Less: cash, cash equivalents and restricted cash classified within assets held for sale at end of year 53 — * — * — * Cash, cash equivalents and restricted cash at end of year 79,398 115,716 149,625 21,396 * Absolute value is less than RMB1 million or US$1 million.
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.
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 RMB1,527 million in 2024 and RMB387 million (US$55 million) in 2025. 143 Table of Contents Income from Operations Income from operations was RMB38,736 million in 2024 and RMB2,774 million (US$397 million) in 2025.
This loan facility is our first green loan facility. The term and revolving loans under this facility are priced at 85 basis points over LIBOR, which was amended to the Secured Overnight Financing Rate in September 2022. In the second quarter of 2022, we drew down US$1.0 billion under the facility commitment, which will be due in 2027.
This loan facility is our first green loan facility. The term and revolving loans under this facility are priced at 85 basis points over LIBOR, which was amended to the Secured Overnight Financing Rate in September 2022.
Furthermore, we may redeem all but not part of the Notes in the event of certain changes in the tax laws or if less than 10% of the aggregate principal amount of the Notes originally issued remains outstanding at such time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the related redemption date.
Furthermore, we may redeem all but not part of the Notes in the event of certain changes in the tax laws or if less than 10% of the aggregate principal amount of the Notes originally issued remains outstanding at such time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the related redemption date. • In 2025, we were granted with approval by China Securities Regulatory Commission of issuing public offering corporate bonds to professional investors with an aggregate registered principal amount of up to RMB10.0 billion.
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.
Our accounts payable primarily include accounts payable to suppliers associated with our retail business. As of December 31, 2023, 2024 and 2025, our accounts payable amounted to RMB166.2 billion, RMB192.9 billion and RMB188.4 billion (US$26.9 billion), respectively. Our annual accounts payable turnover days for retail business were 53.2 days in 2023, 58.6 days in 2024 and 60.0 days in 2025.
The increase in our accounts payable was due to the growth of our business. The increase in our advance from customers was due to the increase in our sales of prepaid cards.
The increase in our accounts payable was due to the growth of our business.
The following table breaks down our total net revenues by these categories, by amounts and as percentages of total net revenues: For the Year Ended December 31, 2022 2023 2024 RMB % RMB % RMB US$ % (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 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, 2023 2024 2025 RMB % RMB % RMB US$ % (in millions, except for percentages) Electronics and home appliances revenues 538,799 49.7 564,982 48.8 605,131 86,533 46.2 General merchandise revenues 332,425 30.6 363,025 31.3 418,671 59,869 32.0 Net product revenues 871,224 80.3 928,007 80.1 1,023,802 146,402 78.2 Marketplace and marketing revenues 84,726 7.8 90,111 7.8 107,131 15,320 8.2 Logistics and other service revenues 128,712 11.9 140,701 12.1 178,152 25,475 13.6 Net service revenues 213,438 19.7 230,812 19.9 285,283 40,795 21.8 Total net revenues 1,084,662 100.0 1,158,819 100.0 1,309,085 187,197 100.0 136 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 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.
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, 2023 2024 2025 RMB RMB RMB US$ (in millions) Net revenues: JD Retail 945,343 1,015,948 1,126,399 161,073 JD Logistics 166,625 182,837 217,146 31,052 New Businesses 26,617 19,157 49,282 7,047 Inter-segment eliminations * (53,923 ) (59,123 ) (83,742 ) (11,975 ) Total consolidated net revenues 1,084,662 1,158,819 1,309,085 187,197 * The inter-segment eliminations mainly consist of revenues from supply chain solutions and logistics services provided by JD Logistics to JD Retail and New Businesses, and property leasing services provided by JD Property to JD Logistics. 141 Table of Contents For the Year Ended December 31, 2023 2024 2025 RMB RMB RMB US$ (in millions) Income/(Loss) from operations: JD Retail 35,925 41,077 51,402 7,350 JD Logistics 1,005 6,317 5,269 754 New Businesses (329 ) (2,865 ) (46,641 ) (6,670 ) Including: gain on sale of development properties 2,283 1,527 387 55 Impairment of long-lived assets (1,123 ) (1,027 ) — — Total segment income from operations 36,601 44,529 10,030 1,434 Unallocated items ** (10,576 ) (5,793 ) (7,256 ) (1,037 ) Total consolidated income from operations 26,025 38,736 2,774 397 ** 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.
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.
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. 149 Table of Contents Material cash requirements Our material cash requirements as of December 31, 2025 and any subsequent interim period primarily include our capital expenditures and contractual obligations.
Significant judgment is required to estimate return allowances. For online retail business with return conditions, we reasonably estimate the possibility of return based on the historical experience, changes in judgments on these assumptions and estimates could materially impact the amount of net revenues recognized.
For online retail business with return conditions, we reasonably estimate the possibility of return based on the historical experience, changes in judgments on these assumptions and estimates could materially impact the amount of net revenues recognized. Inventories Inventories, consisting of products available for sale, are stated at the lower of cost and net realizable value.
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.
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.
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.
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. Selected Statements of Operations Items Net Revenues Net revenues include net product revenues and net service revenues.
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.
Investing Activities Net cash provided by investing activities in 2025 was RMB41,832 million (US$5,982 million), consisting primarily of the maturity of time deposits and wealth management products, cash received from sale of development properties and disposal of investment securities and equity investments, partially offset by the purchase of time deposits and wealth management products, purchase of property, equipment and software and intangible assets, cash paid for construction in progress and land use rights and cash paid for asset acquisitions and business combinations.
Changes in inputs and assumptions might materially affect the determination of fair value of long-lived assets. 155 Table of Contents Income Taxes We are mainly subject to income tax in the Chinese mainland, but are also subject to taxation on profit arising in or derived from the tax jurisdiction where our subsidiaries are domiciled and operate in countries or regions other than the Chinese mainland.
The fair value of reporting units was determined based on the discounted cash flow analysis using the assumptions including internal cash flows forecasts, long-term future growth rates and discount rates, among others. 153 Table of Contents Income Taxes We are mainly subject to income tax in the Chinese mainland, but are also subject to taxation on profit arising in or derived from the tax jurisdiction where our subsidiaries are domiciled and operate in countries or regions other than the Chinese mainland.
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.
This increase was primarily due to the growth of our online retail business and an increase in costs related to the logistics services provided to merchants and other partners. Fulfillment expenses Our fulfillment expenses increased by 25.2% from RMB70,426 million in 2024 to RMB88,176 million (US$12,609 million) in 2025.
The increase of net gain was primarily due to higher profits from our equity investees. 146 Table of Contents Others, net “Others, net” recorded a gain of RMB7,496 million in 2023 and a gain of RMB13,371 million (US$1,832 million) in 2024, primarily due to decreased losses related to equity investments and litigation.
Others, Net “Others, net” recorded a gain of RMB13,371 million in 2024 and a gain of RMB17,327 million (US$2,478 million) in 2025, primarily due to decreased impairment losses related to equity investments.
Operating Activities Net cash provided by operating activities in 2024 was RMB58,095 million (US$7,959 million).
Operating Activities Net cash provided by operating activities in 2025 was RMB18,991 million (US$2,716 million).

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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.
The executive officer may resign at any time with a 30-day advance written notice. 157 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.
The 2023 Plan permits the awards of options, restricted shares, restricted share units or any other type of awards that the committee or the board decides. Plan Administration . Our board of directors, our compensation committee or a sub-committee designated by our board will administer the 2023 Plan.
Types of Awards . The 2023 Plan permits the awards of options, restricted shares, restricted share units or any other type of awards that the committee or the board decides. Plan Administration . Our board of directors, our compensation committee or a sub-committee designated by our board will administer the 2023 Plan.
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.
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. 154 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.
Yu received her Master of Education from Harvard University in May 2022 and graduated magna cum laude from Columbia University with a Bachelor of Science in Operations Research and a minor in Economics in May 2003. 158 Table of Contents Ian Su Shan has served as our chief financial officer since May 2023.
Yu received her Master of Education from Harvard University in May 2022 and graduated magna cum laude from Columbia University with a Bachelor of Science in Operations Research and a minor in Economics in May 2003. 156 Table of Contents Ian Su Shan has served as our chief financial officer since May 2023.
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.
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. 164 Table of Contents We enter into standard labor contracts with our employees.
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.
In 2025, 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 2025, 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.
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.
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. 155 Table of Contents Caroline Scheufele has served as our independent director since June 2021. Ms.
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.
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., China Life Insurance (Group) Company and China Trust Protection Fund Co., Ltd.
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.
We have established a comprehensive employee training and development system covering culture, 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, 2025, over 1,400 management trainees had undergone our dedicated management training program.
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).
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 three decades. He is currently Essilor Chair Professor in Accounting and an Associate Dean at China Europe International Business School (CEIBS).
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.
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.
The number of beneficial owners of our ADSs in the United States is likely to be much larger than the number of record holders of our ordinary shares in the United States. Our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares.
The number of beneficial owners of our ADSs in the United States is likely to be much larger than the number of record holders of our ordinary shares in the United States. 166 Table of Contents Our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares.
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.
Richard Qiangdong Liu is the sole shareholder and the sole director of Fortune Rising Holdings Limited and he may be deemed to exercise 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 (14) below.
JD Property adopted its own share incentive plan in 2021, which permits the granting of stock options, restricted share units and other types of awards of JD Property to its employees, directors and consultants. JD Property granted 193,059,698 restricted share units to Mr. Liu for the year ended December 31, 2021. The restricted share units granted to Mr.
JD Property adopted its own share incentive plan in 2021, which permits the granting of stock options, restricted share units and other types of awards of JD Property to eligible participants. JD Property granted 193,059,698 restricted share units to Mr. Liu for the year ended December 31, 2021. The restricted share units granted to Mr.
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.
China. 165 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) 20,000,000 Class A ordinary shares that Mr.
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.
Board Diversity Matrix Board Diversity Matrix (as of March 18, 2026) 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 1 163 Table of Contents D.
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.
Share Ownership The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of March 18, 2026 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.
(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.
(2) The aggregate voting power includes the voting power with respect to the 16,135,302 Class B ordinary shares held by Fortune Rising Holdings Limited. Mr.
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 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. 161 Table of Contents Compensation Committee Our compensation committee consists of Ming Huang, Carol Yun Yau Li and Grace Kun Ding.
Yu has been committed to promoting educational development for more than a decade. She currently serves in the Dean’s Advisory Group at Harvard Graduate School of Education, and on the Board of Visitors of the Fu Foundation School of Engineering and Applied Science of Columbia University.
Morgan Securities (Asia Pacific) Limited from 2003 to 2005. Ms. Yu has been committed to promoting educational development for more than a decade. She currently serves in the Dean’s Advisory Group at Harvard Graduate School of Education, and on the Board of Visitors of the Fu Foundation School of Engineering and Applied Science of Columbia University.
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.
Directors and Executive Officers Age Position/Title Richard Qiangdong Liu 53 Chairman of the Board of Directors Sandy Ran Xu 49 Chief Executive Officer and Executive Director Ming Huang 62 Independent Director Louis T.
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.
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.
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.
The maximum aggregate number of our shares which may be issued pursuant to all awards under our 2023 Plan is 311,689,671 shares as of the date of this annual report.
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.
As of December 31, 2025, 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 13,881,368 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 17,293,654 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.
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.
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.
Liu were fully vested on November 25, 2021. JD Property granted 11,348,777, 8,414,710 and 7,078,410 share options to eligible participants for the years ended December 31, 2023, 2024 and 2025, respectively. In October 2022, options to acquire 81,446,610 ordinary shares of JD Property with an exercise price of US$0.0000005 per share were granted to Mr.
In October 2020, options to acquire 53,042,516 ordinary shares of JD Health with an exercise price of US$0.0000005 per share were granted to Mr. Liu according to the JD Health’s share incentive plan. The grant is subject to a 6-year vesting schedule with 1/6 of the awards vesting on each anniversary of the grant date.
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. Liu according to the JD Logistics’s share incentive plan. The grant is subject to a 6-year vesting schedule with 1/6 of the awards vesting on each anniversary of the grant date.
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.
Liu currently serves as chairman of the board and non-executive director of JD Logistics, Inc. (HKEX: 2618), JD Health International Inc. (HKEX: 6618), and JINGDONG Industrials, Inc. (HKEX: 7618), respectively. He also serves as chairman of the board and director of Jingdong Technology Holding Co., Ltd. Mr.
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).
To our knowledge, as of March 18, 2026, a total of 901,880,687 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 36.4% of our Class A ordinary shares on record, representing approximately 32.2% of our total issued shares on record as of March 18, 2026 (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).
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.
Shan is a CFA charterholder. B. Compensation In 2025, we paid or accrued an aggregate of approximately RMB247 million (US$35 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.
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.
Hsieh 61 Independent Director Dingbo Xu 63 Independent Director Caroline Scheufele 64 Independent Director Carol Yun Yau Li 46 Independent Director Grace Kun Ding 49 Independent Director Jennifer Ngar-Wing Yu 44 Independent Director Ian Su Shan 44 Chief Financial Officer Richard Qiangdong Liu has been the chairman of our company since inception and served as our chief executive officer until April 2022.
Employees As of December 31, 2022, 2023 and 2024, we had a total of 450,679, 517,124 and 570,895 employees, respectively.
Employees As of December 31, 2023, 2024 and 2025, we had a total of 517,124, 570,895 and 776,682 employees, respectively.
As of December 31, 2024, the awards that had been granted under the 2023 Plan to our directors, officers, employees and consultants and remained outstanding included restricted share units to receive an aggregate of 41,450,212 ordinary shares, excluding restricted share units that were forfeited, cancelled, or vested after the relevant grant date.
As of December 31, 2025, the awards that had been granted under the 2023 Plan to our directors, officers, employees and consultants and remained outstanding included (i) restricted share units to receive an aggregate of 57,981,698 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 5,272,500 ordinary shares, excluding options that were forfeited, cancelled, or exercised after the relevant grant date.
(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.
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.
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.
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 • making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board. 162 Table of Contents 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.
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.
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 eligible participants.
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.
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.
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.
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 (1) 42,974,550 (1) 305,630,780 (1) 348,605,330 (1) 12.7 (1) 73.1 (2) Sandy Ran Xu (3) 495,084 — 495,084 * * * Ming Huang (4) 50,142 — 50,142 * * * Louis T.
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.
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 2023, 2024 and 2025. JD Logistics also granted restricted share units to eligible participants 55,937,435, 59,551,652, and 48,581,929 restricted share units in 2023, 2024 and 2025, respectively.
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 calculations in the table below are based on 2,731,641,465 ordinary shares outstanding as of March 18, 2026, comprising of (i) 2,409,875,383 Class A ordinary shares (excluding 65,625,140 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) 321,766,082 Class B ordinary shares.
Liu had the right to acquire upon exercise of options that shall have become vested within 60 days after February 28, 2025. As of February 28, 2025, 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.
Liu had the right to acquire upon exercise of options or vesting of RSUs that had vested by or shall have become vested within 60 days after March 18, 2026. As of March 18, 2026, Mr. Liu has not exercised his right to acquire such Class A ordinary shares.
Yu served as an independent non-executive director and a member of the Audit Committee and a member of the Nomination Committee of JD Logistics, Inc. from September 2022 to August 2024. Ms. Yu has been the Deputy Vice Chairwoman of CTF Education Group (“CTFEG”) since May 2019 and the Group President of CTFEG since February 2021.
Yu served as an independent non-executive director and a member of the Audit Committee and a member of the Nomination Committee of JD Logistics, Inc. from September 2022 to August 2024. Ms.
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.
Hsieh (5) 98,194 — 98,194 * * * Dingbo Xu (6) 60,956 — 60,956 * * * Caroline Scheufele (7) 42,438 — 42,438 * * * Carol Yun Yau Li (8) 36,168 — 36,168 * * * Grace Kun Ding (9) 8,316 — 8,316 * * * Jennifer Ngar-Wing Yu (10) 8,316 — 8,316 * * * Ian Su Shan (11) 89,680 — 89,680 * * * All Directors and Executive Officers as a Group 43,863,844 305,630,780 349,494,624 12.7 73.1 (2) Principal Shareholders: Max Smart Limited (12) 22,974,550 305,630,780 328,605,330 12.0 69.4 BlackRock, Inc.
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.
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 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.
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.
JD Industrials granted 90,629,636 restricted share units to Mr. Liu for the year ended December 31, 2021. The restricted share units granted to Mr. Liu were fully vested on December 30, 2021. JD Industrials granted 47,915,455, 20,209,266 and 14,201,056 share options to eligible participants for the years ended December 31, 2023, 2024 and 2025, respectively.
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.
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.
Yu worked at Goldman Sachs Asia LLC (“Goldman Sachs”) and served as the Executive Director before co-founding ARCH Education Group in 2009 where she continues to serve as Director. Prior to joining Goldman Sachs, Ms. Yu worked at J.P. Morgan Securities (Asia Pacific) Limited from 2003 to 2005. Ms.
Yu worked in investment banking specializing in alternative investments structuring, origination and distribution to Asian institutional investors, corporates, private equity and fund managers. From 2005 to 2009, Ms. Yu worked at Goldman Sachs Asia LLC (“Goldman Sachs”) and served as the Executive Director before co-founding ARCH Education Group in 2009. Prior to joining Goldman Sachs, Ms. Yu worked at J.P.
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.
The number and percentage of total shares do not include 16,135,302 Class B ordinary shares held by Fortune Rising Holdings Limited, a British Virgin Islands company, as described in footnote (14) below. The business address of Mr. Richard Qiangdong Liu is 1 Connaught Place, Central, Hong Kong, China.
(3) The business address of Mr. Huang is 22 W 66th Street, New York, NY 10023, United States. (4) The business address of Mr. Hsieh is The Harbourside, Tower 2, 37-B, I Austin Road West, Kowloon, Hong Kong. (5) The business address of Professor Xu is Building 20, Zhongguancun Software Park, 8 Dongbeiwang West Road, Haidian District, Beijing, China.
The business address of Mr. Huang is 22 W 66th Street, New York, NY 10023, United States. (5) Represents 49,097 ADSs, representing 98,194 Class A ordinary shares held by Mr. Hsieh. The business address of Mr. Hsieh is The Harbourside, Tower 2, 37-B, I Austin Road West, Kowloon, Hong Kong, China.
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.
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. Shareholder approval is required for any amendment to the 2023 Plan that increases the number of shares available under the 2023 Plan.
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.
Our chief executive officer may not be present at any committee meeting during which her compensation is deliberated.
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.
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. 159 Table of Contents Transfer Restrictions .
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.
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. 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.
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.
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.
(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.
Scheufele is Chopard & Cie SA, Rue de Veyrot 8, 1217 Meyrin, Switzerland. (8) Represents 18,084 ADSs, representing 36,168 Class A ordinary shares held by Ms. Li. The business address of Ms. Li is Tower B 36/F, 8 Jianguomenwai Avenue, Chaoyang District, Beijing, China. (9) Represents 4,158 ADSs, representing 8,316 Class A ordinary shares held by Ms. Ding.
(11) Represents 149,722,539 Class A ordinary shares beneficially owner by BlackRock, Inc. as of December 31, 2023 as reported by the Schedule 13G filed by BlackRock, Inc. with the SEC on February 2, 2024. BlackRock, Inc. is a corporation organized under the laws of the State of Delaware, United States. Its address is 50 Hudson Yards, New York, NY 10001.
BlackRock, Inc. is a corporation organized under the laws of the State of Delaware, United States. Its address is 50 Hudson Yards, New York, NY 10001. (14) Represents 16,135,302 Class B ordinary shares held by Fortune Rising Holdings Limited.
Liu according to the JD Logistics’s share incentive plan. The grant is subject to a 6-year vesting schedule with 1/6 of the awards vesting on each anniversary of the grant date.
The grant is subject to a 6-year vesting schedule with 1/6 of the awards vesting on each anniversary of the grant date. JD Industrials adopted its own share incentive plans in 2021 and 2025, which permits the granting of stock options, restricted share units and other types of awards of JD Industrials to eligible participants.
As a testament to our unwavering commitment to creating more jobs and making contributions to the society, the aggregate number of personnel under the JD Ecosystem amounted to 668,664 as of December 31, 2024, including our employees, part-time staff and interns, as well as personnel of our affiliates in the JD Ecosystem.
The following is a breakdown of our employees as of December 31, 2025 by function: Function Number Procurement 43,930 Warehouses and Delivery 642,940 Customer Service 33,462 Research and Development 17,145 Sales and Marketing 26,241 General and Administrative 12,964 Total employees 776,682 Part-time staff and interns; personnel of affiliates 174,738 Total personnel of JD Ecosystem 951,420 As a testament to our unwavering commitment to creating more jobs and making contributions to the society, the aggregate number of personnel under the JD Ecosystem amounted to 951,420 as of December 31, 2025, including our employees, part-time staff and interns, as well as personnel of our affiliates in the JD Ecosystem.
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.
(13) 141,154,983 — 141,154,983 5.2 1.6 Fortune Rising Holdings Limited (14) — 16,135,302 16,135,302 0.6 3.6 * Less than 0.1% of our total outstanding ordinary shares. ** Less than 0.1% of our aggregate voting right. *** Unless otherwise disclosed below, 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.
(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.
(12) 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 The Max Smart Trust. Mr. Liu is the settlor of the trust whose beneficiaries are Mr. Liu’s family.
JD Industrials adopted its own share incentive plan in 2021, which permits the granting of stock options, restricted share units and other types of awards of JD Industrials to its employees, directors and consultants. JD Industrials granted 90,629,636 restricted share units to Mr. Liu for the year ended December 31, 2021. The restricted share units granted to Mr.
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 eligible participants. JD Health granted 94,770,812 share options in 2020, including the share options granted to Mr. Liu. No share option was granted in 2023, 2024 or 2025.
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 .
Starting from 2016, certain awards had multiple tranches with tiered vesting commencement dates from 2016 to 2020, and each of the tranches was subject to a six-year vesting schedule. 158 Table of Contents The following table summarizes, as of March 18, 2026, the number of ordinary shares under outstanding options or restricted share units that we granted to our directors and executive officers.
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.
JD Health also granted restricted share units to eligible participants 6,051,558, 8,706,890 and 5,240,780 restricted share units in 2023, 2024 and 2025, respectively. In October 2020, options to acquire 53,042,516 ordinary shares of JD Health with an exercise price of US$0.0000005 per share were granted to Mr. Liu according to the JD Health’s share incentive plan.
Removed
Prior to her career in education, Ms. Yu worked in investment banking specializing in alternative investments structuring, origination and distribution to Asian institutional investors, corporates, private equity and fund managers. From 2005 to 2009, Ms.
Added
Yu served as Deputy Vice Chairwoman of CTF Education Group (“CTFEG”) from May 2019 to July 2025 and the Group President of CTFEG from February 2021 to July 2025. She has served as Board Member of CTFEG since April 2025. Prior to her career in education, Ms.
Removed
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.
Added
In May 2025, with approval of our board of directors, Mr. Liu was granted an option to acquire a total of 5,000,000 Class A ordinary shares of our company at an exercise price of US$17.175 per share or US$34.35 per ADS, and 10,000,000 restricted share units, both subject to a 5-year vesting schedule.
Removed
Pang Zhang has served as our chief human resources officer since December 2020. Ms. Zhang joined our company in July 2011. She has significant experience in leadership development as well as organizational processes optimization, and has always committed to exploring a brand-new type of platform-based HR system, thus to better support diversified business groups at JD.com. Ms.
Added
Name Ordinary shares underlying options or restricted share units Exercise price (US$/share) Date of grant Date of expiration Richard Qiangdong Liu 17,000,000 16.70 May 2015 May 2035 5,000,000 17.175 May 15, 2025 May 14, 2035 10,000,000 N/A May 15, 2025 N/A Sandy Ran Xu 10,000 N/A July 1, 2022 N/A 10,000 N/A July 1, 2023 N/A 75,000 N/A April 1, 2024 N/A 200,000 N/A April 1, 2025 N/A 14,742 N/A July 1, 2025 N/A Louis T.
Removed
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.
Added
Hsieh 14,934 N/A May 22, 2024 N/A Dingbo Xu 14,934 N/A May 22, 2024 N/A Caroline Scheufele 30,526 N/A December 3, 2025 N/A Carol Yun Yau Li 18,658 N/A April 1, 2025 N/A Grace Kun Ding 13,900 N/A January 1, 2025 N/A Jennifer Ngar-Wing Yu 13,900 N/A January 1, 2025 N/A Ian Su Shan 5,000 N/A April 1, 2023 N/A 5,000 N/A July 1, 2023 N/A 30,000 N/A April 1, 2024 N/A 40,000 N/A April 1, 2025 N/A The following paragraphs describe the principal terms of the 2023 Plan.
Removed
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.
Added
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.
Removed
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.
Added
Liu according to the JD Property’s share incentive plan, and the share options were fully vested on October 1, 2022. 160 Table of Contents C. Board Practices Board of Directors Our board of directors consists of nine directors. A director is not required to hold any shares in our company by way of qualification.
Removed
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.
Added
Max Smart Limited is a British Virgin Islands company beneficially owned by The Max Smart Trust. Mr. Liu is the settlor of the trust whose beneficiaries are Mr. Liu’s family, as described in footnote (12) below.
Removed
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.
Added
(3) Represents (i) 203,032 ADSs, representing 406,064 Class A ordinary shares held by Ms. Xu and (ii) 89,020 Class A ordinary shares that Ms. Xu had the right to acquire upon vesting of RSUs that shall have become vested within 60 days after March 18, 2026. (4) Represents 25,071 ADSs, representing 50,142 Class A ordinary shares held by Mr. Huang.
Removed
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.

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Item 7. Management's Discussion & Analysis

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

13 edited+2 added−13 removed12 unchanged
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 connection with the agreements, the total amount of over-due receivables related to the consumer financing sold from us to JD Technology were RMB240 million, RMB176 million and RMB106 million (US$15 million) for the years ended December 31, 2023, 2024 and 2025, respectively. We also transferred certain financial assets to JD Technology without recourse at fair value.
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.
In 2023, 2024 and 2025, interest income in the amount of RMB287 million, nil and RMB14 million (US$2 million) was recognized in relation to the financial support provided to JD Technology by us, respectively.
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.
Information on the Company—History and Development of the Company—Our Major Investments.” As of December 31, 2025, our equity interest in JD Technology further increased to 54.9% as a result of the JD Technology Redemption Arrangement. 167 Table of Contents Please see “Item 4.A. Information on the Company—History and Development of the Company” for further information.
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.
Operating and Financial Review and Prospects—Operating Results—Selected Statements of Operations Items—Gain on sale of development properties.” We provided services to the Property Funds in a total amount of RMB177 million, RMB208 million and RMB210 million (US$30 million) in 2023, 2024 and 2025, respectively, and received lease and property management services from the Property Funds in a total amount of RMB1,681 million, RMB1,765 million and RMB1,843 million (US$264 million) in 2023, 2024 and 2025, respectively.
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.
Richard Qiangdong Liu and Suqian Linghang Fangyuan, an entity controlled by Mr. Liu, were entitled to ten votes per share, while Mr. 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.
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.
In 2023, 2024 and 2025, we provided services and sold goods to JD Technology in a total amount of RMB1,696 million, RMB1,701 million and RMB1,779 million (US$254 million), respectively. In 2023, 2024 and 2025, we received payment processing and other services provided by JD Technology in the amount of RMB13,833 million, RMB13,693 million and RMB15,511 million (US$2,218 million), respectively.
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.
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.
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.
Interest income in the amount of RMB56 million, RMB48 million and RMB42 million (US$6 million) was recognized in 2023, 2024 and 2025, respectively, in connection with our financial support provided to 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. Since 2019, we entered into definitive agreements with the Property Funds, pursuant to which we sold certain of our completed and uncompleted logistics facilities.
Transactions with Our Equity Investees and Other Related Parties 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.
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 .
The amount of accounts receivables transferred without recourse in 2023, 2024 and 2025 were RMB55,028 million, RMB56,202 million and RMB72,032 million (US$10,300 million), respectively, and were derecognized. As of December 31, 2025, we had a total amount of RMB1,129 million (US$161 million) due from JD Technology.
Due to these restrictions, we operate the relevant portion of our business through contractual arrangements with the consolidated variable interest entities. For a description of these contractual arrangements, see “Item 4.C.
Due to these restrictions, we operate the relevant portion of our business through contractual arrangements with the consolidated variable interest entities. For a description of these contractual arrangements, see “Item 4.C. Information on the Company—Organizational Structure.” Agreements and Transactions Relating to JD Technology On June 20, 2020, JD Technology adopted a dual class voting structure. The shares held by Mr.
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.
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 RMB2.3 billion, RMB1.5 billion and RMB0.4 billion (US$0.1 billion) in 2023, 2024 and 2025, respectively.
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.
Richard Qiangdong Liu, our chairman of the board of directors, has purchased his own aircraft for both business and personal use.
Removed
Information on the Company—Organizational Structure.” Agreements and Business Cooperation with Tencent On March 25, 2022, Tencent completed a distribution of approximately 460 million Class A ordinary shares of our company owned by Tencent to its shareholders, and its shareholding in us changed to approximately 2.3% at the time, and the shareholders of Tencent who receive our shares in the distribution have become our shareholders.
Added
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
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.
Added
As of December 31, 2025, we had an amount of RMB790 million (US$113 million) due from the Property Funds. 168 Table of Contents 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.
Removed
Tencent continues to offer us prominent Level 1 and Level 2 access points on its Weixin platform to provide traffic support, and we also continue to cooperate in a number of areas including communications, technology services, marketing and advertising, and membership services, among others.
Removed
The value of such cooperation is to be paid or spent in cash and in the form of our shares combined over the next three years.
Removed
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.
Removed
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.
Removed
In the period from January to March 2022, we generated RMB44 million commission services revenues from cooperation on advertising business with Tencent, RMB77 million revenues from services provided to and products sold to Tencent, and purchased a total amount of RMB1,314 million advertising resources and payment processing services from Tencent.
Removed
Agreements and Transactions Relating to JD Technology On June 20, 2020, JD Technology adopted a dual class voting structure. The shares held by Mr. Richard Qiangdong Liu and Suqian Linghang Fangyuan, an entity controlled by Mr. Liu, were entitled to ten votes per share, while Mr.
Removed
On March 22, 2021, we entered into a share subscription agreement through a subsidiary with Dada, and further entered into an amendment to share subscription agreement on February 25, 2022, under which Dada issued to us 109,215,017 ordinary shares, for a total consideration of (i) an aggregate purchase price of US$546 million in cash, and (ii) our signing and delivery of a business cooperation agreement to Dada, pursuant to which we will provide certain strategic resources to Dada, at a closing that occurred on February 28, 2022.
Removed
Immediately following the closing, we held approximately 52% of Dada’s issued and outstanding shares and began to consolidate the financial results of Dada into ours. Dada ceased to be a related party of ours since February 2022.
Removed
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
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.
Removed
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.

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