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1、Table of Contents UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 FORM 20-F (Mark One)REGISTRATION STATEMENT PURSUANT TO SECTION 12(b)OR 12(g)OF THE SECURITIESEXCHANGE ACT OF 1934OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal
2、year ended December 31,2022.OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934For the transition period from to OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGEACT OF 1934Date of event requiring this shell company reportCommissi
3、on file number:001-36450 JD.com,Inc.(Exact Name of Registrant as Specified in its Charter)N/A(Translation of Registrants Name into English)Cayman Islands(Jurisdiction of Incorporation or Organization)20th Floor,Building A,No.18 Kechuang 11 StreetYizhuang Economic and Technological Development ZoneDa
4、xing District,Beijing 101111Peoples Republic of China(Address of Principal Executive Offices)Sandy Ran Xu,Chief Financial OfficerTelephone:+86 10 8911-8888Email:20th Floor,Building A,No.18 Kechuang 11 StreetYizhuang Economic and Technological Development ZoneDaxing District,Beijing 101111Peoples Rep
5、ublic of China(Name,Telephone,E-mail and/or Facsimile Number and Address of Company Contact Person)Securities registered or to be registered pursuant to Section 12(b)of the Act:Title of Each Class Trading Symbol(s)Name of Each Exchange On Which RegisteredAmerican depositary shares(one American depos
6、itary share representingtwo Class A ordinary shares,par valueUS$0.00002 per share)JD The Nasdaq Stock Market LLC(The Nasdaq Global Select Market)Class A ordinary shares,par value US$0.00002per share 9618 The Stock Exchange of Hong Kong LimitedSecurities registered or to be registered pursuant to Sec
7、tion 12(g)of the Act:None(Title of Class)Securities for which there is a reporting obligation pursuant to Section 15(d)of the Act:None(Title of Class)Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annua
8、lreport:2,756,642,200 Class A ordinary shares(excluding the 36,656,144Class A ordinary shares issued to the depositary bank for bulk issuanceof ADSs reserved for future issuances upon the exercise or vesting ofawards granted under our Share Incentive Plan)and 386,374,723 Class Bordinary shares,par v
9、alue US$0.00002 per share,as of December 31,2022.Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes NoIf this report is an annual or transition report,indicate by check mark if the registrant is not required to file reports pursu
10、ant to Section 13 or 15(d)of theSecurities Exchange Act of 1934.Yes NoIndicate by check mark whether the registrant:(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934during the preceding 12 months(or for such shorter period that the registrant
11、was required to file such reports),and(2)has been subject to such filingrequirements for the past 90 days.Yes NoIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T(232.405 of this chapte
12、r)during the preceding 12 months(or for such shorter period that the registrant was required to submit suchfiles).Yes NoIndicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,or an emerging growth company.See the definitions of“large a
13、ccelerated filer,”“accelerated filer,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerated filer Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by che
14、ck mark if the registrant has electednot to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)ofthe Exchange Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial
15、Accounting Standards Board to itsAccounting Standards Codification after April 5,2012.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b)of the Sarb
16、anes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm thatprepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of a
17、n error to previously issued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrants executive officers during the relevant recovery period pursuant to 240.
18、10D-1(b).Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:U.S.GAAP International Financial Reporting Standards as issuedby the International Accounting Standards Board Other If“Other”has been checked in response to t
19、he previous question,indicate by check mark which financial statement item the registrant has elected tofollow.Item 17 Item 18If this is an annual report,indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the ExchangeAct).Yes No(APPLICABLE ONLY TO ISSUERS IN
20、VOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12,13 or 15(d)of the SecuritiesExchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a
21、court.Yes No Table of ContentsTABLE OF CONTENT INTRODUCTION 1 FORWARD-LOOKING INFORMATION 6 Part I 7 Item 1.Identity of Directors,Senior Management and Advisers 7 Item 2.Offer Statistics and Expected Timetable 7 Item 3.Key Information 7 Item 4.Information on the Company 75 Item 4A.Unresolved Staff C
22、omments 122 Item 5.Operating and Financial Review and Prospects 122 Item 6.Directors,Senior Management and Employees 141 Item 7.Major Shareholders and Related Party Transactions 151 Item 8.Financial Information 155 Item 9.The Offer and Listing 156 Item 10.Additional Information 157 Item 11.Quantitat
23、ive and Qualitative Disclosures about Market Risk 167 Item 12.Description of Securities Other than Equity Securities 168 Part II 173 Item 13.Defaults,Dividend Arrearages and Delinquencies 173 Item 14.Modifications to the Rights of Security Holders and Use of Proceeds 173 Item 15.Controls and Procedu
24、res 173 Item 16A.Audit Committee Financial Expert 174 Item 16B.Code of Ethics 174 Item 16C.Principal Accountant Fees and Services 175 Item 16D.Exemptions from the Listing Standards for Audit Committees 176 Item 16E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers 176 Item 16F.C
25、hange in Registrants Certifying Accountant 176 Item 16G.Corporate Governance 176 Item 16H.Mine Safety Disclosure 176 Item 16I.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 176 Part III 178 Item 17.Financial Statements 178 Item 18.Financial Statements 178 Item 19.Exhibits 178 SI
26、GNATURES 184 iTable of ContentsINTRODUCTIONUnless otherwise indicated or the context otherwise requires,references in this annual report to:“ADSs”are to our American depositary shares,each of which represents two Class A ordinary shares;“annual active customer accounts”are to customer accounts that
27、made at least one purchase during the twelve months ended on the respectivedates,including both online retail and online marketplace;“CCASS”are to the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited,awholly-owned subsidiary of Hong Kon
28、g Exchange and Clearing Limited;“China”or the“PRC”are to the Peoples Republic of China;“Companies(WUMP)Ordinance”are to the Companies(Winding Up and Miscellaneous Provisions)Ordinance(Chapter 32 of the Laws of HongKong),as amended or supplemented from time to time;“CSRC”are to the China Securities R
29、egulatory Commission;“HFCAA”are to the Holding Foreign Companies Accountable Act;“HK$”or“Hong Kong dollars”or“HK dollars”are to Hong Kong dollars,the lawful currency of Hong Kong;“Hong Kong”or“HK”or“Hong Kong S.A.R.”are to the Hong Kong Special Administrative Region of the PRC;“Hong Kong Listing Rul
30、es”are to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited,as amended orsupplemented from time to time;“Hong Kong Share Registrar”are to Computershare Hong Kong Investor Services Limited;“Hong Kong Stock Exchange”are to The Stock Exchange of Hong Kong Limited;
31、“JD Health”are to JD Health International Inc.,a consolidated subsidiary of our company and the shares of which are listed on the Main Board ofthe Hong Kong Stock Exchange(Stock Code:6618),and,except where the context otherwise requires,its subsidiaries and its consolidatedvariable interest entities
32、 and their subsidiaries;“JD Industrials”are to JINGDONG Industrials,Inc.(formerly known as JD Industrial Technology Inc.and renamed as in March 2023),aconsolidated subsidiary of our company and,except where the context otherwise requires,its subsidiaries and its consolidated variable interestentitie
33、s and their subsidiaries;“JD Logistics”are to JD Logistics,Inc.,a consolidated subsidiary of our company and the shares of which are listed on the Main Board of theHong Kong Stock Exchange(Stock Code:2618),and,except where the context otherwise requires,its subsidiaries and its consolidated variable
34、interest entities and their subsidiaries;“JD Property”are to JINGDONG Property,Inc.(formerly known as JD Property Group Corporation and renamed as in March 2023),aconsolidated subsidiary of our company and,except where the context otherwise requires,its subsidiaries and its consolidated variable int
35、erestentities and their subsidiaries;“Main Board”are to the stock market(excluding the option market)operated by the Hong Kong Stock Exchange which is independent from andoperated in parallel with the Growth Enterprise Market,or GEM,of the Hong Kong Stock Exchange;“ordinary shares”are to our Class A
36、 and Class B ordinary shares,par value US$0.00002 per share;“PCAOB”are to the Public Company Accounting Oversight Board of the United States;“SEC”are to the United States Securities and Exchange Commission;“SFC”are to the Securities and Futures Commission of Hong Kong;1Table of Contents“SFO”are to t
37、he Securities and Futures Ordinance(Chapter 571 of the Laws of Hong Kong),as amended or supplemented from time to time;and“we,”“us,”“our company”or“our”are to JD.com,Inc.,its subsidiaries,and,in the context of describing our operations and consolidatedfinancial information,the consolidated variable
38、interest entities and their subsidiaries.The consolidated variable interest entities include,amongothers,Beijing Jingdong 360 Degree E-Commerce Co.,Ltd.,Jiangsu Yuanzhou E-Commerce Co.,Ltd.,Xian Jingdong Xincheng InformationTechnology Co.,Ltd.,Jiangsu Jingdong Bangneng Investment Management Co.,Ltd.
39、,and Suqian Juhe Digital Enterprise Management Co.,Ltd.References to the consolidated variable interest entities may include their subsidiaries,depending on the context as appropriate.The consolidatedvariable interest entities are PRC companies conducting operations in the Chinese mainland,and their
40、 financial results have been consolidated intoour consolidated financial statements under U.S.GAAP for accounting purposes.JD.com,Inc.is a holding company with no operations of itsown.We do not have any equity ownership in the consolidated variable interest entities.Summary of Risk FactorsAn investm
41、ent in our ADSs or Class A ordinary shares involves significant risks.Below is a summary of material risks we face,organized underrelevant headings.The operational risks associated with being based in and having operations in the Chinese mainland also apply to operations in HongKong and Macau.While
42、entities and businesses in Hong Kong and Macau operate under different sets of laws from the Chinese mainland,the legalrisks associated with being based in and having operations in the Chinese mainland could apply to our operations in Hong Kong and Macau,if the lawsapplicable to the Chinese mainland
43、 become applicable to entities and businesses in Hong Kong and Macau in the future.These risks are discussed morefully in“Item 3.D.Key InformationRisk Factors.”Risks Related to Our BusinessRisks and uncertainties relating to our business include,but are not limited to,the following:If we are unable
44、to manage our growth or execute our strategies effectively,our business and prospects may be materially and adverselyaffected.See“Item 3.D.Key InformationRisk FactorsRisks Related to Our BusinessIf we are unable to manage our growth orexecute our strategies effectively,our business and prospects may
45、 be materially and adversely affected”on page 22 for details;We incurred net losses in the past and we may not be able to maintain profitability in the future.See“Item 3.D.Key InformationRiskFactorsRisks Related to Our BusinessWe incurred net losses in the past and we may not be able to maintain pro
46、fitability in the future”on page 22 for details;If we are unable to provide superior customer experience,our business and reputation may be materially and adversely affected.See“Item3.D.Key InformationRisk FactorsRisks Related to Our BusinessIf we are unable to provide superior customer experience,o
47、urbusiness and reputation may be materially and adversely affected”on page 22 for details;Uncertainties relating to the growth and profitability of the retail industry in China in general,and the online retail industry in particular,could adversely affect our revenues and business prospects.See“Item
48、 3.D.Key InformationRisk FactorsRisks Related to OurBusinessUncertainties relating to the growth and profitability of the retail industry in China in general,and the online retail industry inparticular,could adversely affect our business,prospects and results of operations”on page 23 for details;Any
49、 harm to our JD brand or reputation may materially and adversely affect our business and results of operations.See“Item 3.D.KeyInformationRisk FactorsRisks Related to Our BusinessAny harm to our JD brand or reputation may materially and adversely affectour business and results of operations”on page
50、23 for details;If we are unable to offer products that attract purchases from new and existing customers,our business,financial condition and results ofoperations may be materially and adversely affected.See“Item 3.D.Key InformationRisk FactorsRisks Related to Our BusinessIfwe are unable to offer pr
51、oducts that attract purchases from new and existing customers,our business,financial condition and results ofoperations may be materially and adversely affected”on page 24 for details;If we are unable to manage our nationwide fulfillment infrastructure efficiently and effectively,our business prospe
52、cts and results ofoperations may be materially and adversely affected.See“Item 3.D.Key InformationRisk FactorsRisks Related to Our BusinessIfwe are unable to manage our nationwide fulfillment infrastructure efficiently and effectively,our business prospects and results ofoperations may be materially
53、 and adversely affected”on page 24 for details;2Table of Contents We face intense competition.We may not be able to maintain or may lose market share and customers if we fail to compete effectively.See“Item 3.D.Key InformationRisk FactorsRisks Related to Our BusinessWe face intense competition.We ma
54、y not be able tomaintain or may lose market share and customers if we fail to compete effectively”on page 25 for details;Our expansion into new product categories and substantial increase in the number of products may expose us to new challenges and morerisks.See“Item 3.D.Key InformationRisk Factors
55、Risks Related to Our BusinessOur expansion into new product categories andsubstantial increase in the number of products may expose us to new challenges and more risks”on page 26 for details;If we fail to manage our inventory effectively,our results of operations,financial condition and liquidity ma
56、y be materially and adverselyaffected.See“Item 3.D.Key InformationRisk FactorsRisks Related to Our BusinessIf we fail to manage our inventory effectively,our results of operations,financial condition and liquidity may be materially and adversely affected”on page 26 for details;Our business is subjec
57、t to complex and evolving Chinese and international laws and regulations regarding data privacy and cybersecurity.Failure to protect confidential information of our customers and network against security breaches could damage our reputation and brandand substantially harm our business and results of
58、 operations.See“Item 3.D.Key InformationRisk FactorsRisks Related to OurBusinessOur business is subject to complex and evolving Chinese and international laws and regulations regarding data privacy andcybersecurity.Failure to protect confidential information of our customers and network against secu
59、rity breaches could damage ourreputation and brand and substantially harm our business and results of operations”on page 35 for details;The approval of the CSRC or other PRC government authorities may be required in connection with our offshore offerings under PRC law,and,if required,we cannot predi
60、ct whether or for how long we will be able to obtain such approval.See“Item 3.D.Key InformationRisk FactorsRisks Related to Our BusinessThe approval of and/or filing with the CSRC or other PRC government authorities may berequired in connection with our offshore offerings under PRC law,and,if requir
61、ed,we cannot predict whether or for how long we will beable to obtain such approval or complete such filing”on page 49 for details;The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements andthe inability of the PCAOB to con
62、duct inspections of our auditor in the past has deprived our investors with the benefits of suchinspections.See“Item 3.D.Key InformationRisk FactorsRisks Related to Our BusinessThe PCAOB had historically been unable toinspect our auditor in relation to their audit work performed for our financial st
63、atements and the inability of the PCAOB to conductinspections of our auditor in the past has deprived our investors with the benefits of such inspections”on page 50 for details;and Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to in
64、spect orinvestigate completely auditors located in China.The delisting of the ADSs,or the threat of their being delisted,may materially andadversely affect the value of your investment.See“Item 3.D.Key InformationRisk FactorsRisks Related to Our BusinessOur ADSsmay be prohibited from trading in the
65、United States under the HFCAA in the future if the PCAOB is unable to inspect or investigatecompletely auditors located in China.The delisting of the ADSs,or the threat of their being delisted,may materially and adversely affectthe value of your investment”on page 50 for details.Risks Related to Our
66、 Corporate StructureRisks and uncertainties relating to our corporate structure include,but are not limited to,the following:We are a Cayman Islands holding company with no equity ownership in the consolidated variable interest entities and we conduct certainof our operations through the consolidate
67、d variable interest entities,with which we have maintained contractual arrangements.Investors inour ADSs or Class A ordinary shares thus are not purchasing equity interest in the consolidated variable interest entities in China butinstead are purchasing equity interest in a Cayman Islands holding co
68、mpany.If the PRC government determines that the contractualagreements that constituting part of the consolidated variable interest entities the 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 subje
69、ct to severe penalties or be forced torelinquish our interests in those operations.Our holding company,the consolidated variable interest entities and investors of our companyface uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual
70、 arrangementswith the consolidated variable interest entities and,consequently,significantly affect the financial performance of the consolidated variableinterest entities and our company as a whole.The PRC regulatory authorities could disallow the variable interest entities structure,whichwould lik
71、ely result in a material adverse change in our operations,and our ADSs or Class A ordinary shares may decline significantly invalue.See“Item 3.D.Key InformationRisk FactorsRisks Related to Our Corporate StructureIf the PRC government determines thatthe contractual arrangements constituting part of t
72、he consolidated variable interest entities structure do not comply with PRC laws andregulations,or if these laws and regulations change or are interpreted differently in the future,we could be subject to severe penalties or beforced to relinquish our interests in those operations”on page 52 for deta
73、ils 3Table of Contents Any failure by the consolidated variable interest entities or their shareholders to perform their obligations under the contractualarrangements with them would have a material and adverse effect on our business.See“Item 3.D.Key InformationRisk FactorsRisksRelated to Our Corpor
74、ate StructureAny failure by the consolidated variable interest entities or their shareholders to perform theirobligations under our contractual arrangements with them would have a material and adverse effect on our business”on page 54 fordetails;and The shareholders of the consolidated variable inte
75、rest entities may have potential conflicts of interest with us,which may materially andadversely affect our business and financial condition.See“Item 3.D.Key InformationRisk FactorsRisks Related to Our CorporateStructureThe shareholders of the consolidate variable interest entities may have potentia
76、l conflicts of interest with us,which maymaterially and adversely affect our business and financial condition”on page 55 for details.Risks Related to Doing Business in ChinaWe are also subject to risks and uncertainties relating to doing business in China in general,including,but are not limited to,
77、the following:PRC government has significant authority in regulating our operations and may influence our operations.It may exert more oversight andcontrol over offerings conducted overseas by,and/or foreign investment in,China-based issuers,which could significantly limit orcompletely hinder our ab
78、ility to offer or continue to offer securities to investors.Implementation of industry-wide regulations in this naturemay cause the value of such securities to significantly decline.See“Item 3.D.Key InformationRisk FactorsRisks Related to DoingBusiness in ChinaThe PRC governments significant oversig
79、ht over our business operation could result in a material adverse change inour operations and the value of our ADSs and Class A ordinary shares”on page 61 for details;Changes in Chinas or global economic,political or social conditions or government policies could have a material and adverse effect o
80、nour business and operations.See“Item 3.D.Key InformationRisk FactorsRisks Related to Doing Business in ChinaChanges inChinas or global economic,political or social conditions or government policies could have a material and adverse effect on our businessand operations”on page 57 for details;Uncerta
81、inties with respect to the legal system in the Chinese mainland could adversely affect us.Certain laws and regulations in theChinese mainland can evolve quickly,which bring risks and uncertainties to their interpretation and enforcement.Administrative and courtproceedings in the Chinese mainland may
82、 be protracted.Some government policies and internal rules may not be published on a timelymanner.These risks and uncertainties may make it difficult for us to meet or comply with requirements under the applicable laws andregulations.See“Item 3.D.Key InformationRisk FactorsRisks Related to Doing Bus
83、iness in ChinaUncertainties with respect to thelegal system in the Chinese mainland could adversely affect us”on page 58 for details;We are subject to consumer protection laws that could require us to modify our current business practices and incur increased costs.See“Item 3.D.Key InformationRisk Fa
84、ctorsRisks Related to Doing Business in ChinaWe are subject to consumer protection laws thatcould require us to modify our current business practices and incur increased costs”on page 58 for details;We may be adversely affected by the complexity,uncertainties and changes in PRC regulation of interne
85、t-related business and companies.See“Item 3.D.Key InformationRisk FactorsRisks Related to Doing Business in ChinaWe may be adversely affected by thecomplexity,uncertainties and changes in PRC regulation of internet-related business and companies such as e-commerce business andinternet platforms”on p
86、age 59 for details;and The funds in our PRC subsidiaries or the consolidated variable interest entities in the Chinese mainland may not be available to fundoperations or for other use outside of the Chinese mainland due to interventions in or the imposition of restrictions and limitations on theabil
87、ity of our holding company,our subsidiaries,or the consolidated variable interest entities by the PRC government on cash transfers.Although currently there are not equivalent or similar restrictions or limitations in Hong Kong on cash transfers in,or out of,our HongKong entities,if certain restricti
88、ons or limitations in the Chinese mainland were to become applicable to cash transfers in and out of HongKong entities in the future,the funds in our Hong Kong entities,likewise,may not be available to fund operations or for other use outsideof Hong Kong.See“Item 3.D.Key InformationRisk FactorsRisks
89、 Related to Doing Business in ChinaWe may rely on dividendsand other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have,and anylimitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect o
90、n our ability to conductour business”on page 55 and“Item 3.D.Key InformationRisk FactorsRisks Related to Doing Business in ChinaGovernmentalcontrol of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment”on page 63for details.4Table of
91、 ContentsRisks Related to Our ADSs and Class A Ordinary SharesIn addition to the risks described above,we are subject to general risks relating to our ADSs and Class A ordinary shares,including,but notlimited to,the following:The trading price of our ADSs and Class A ordinary shares have been and ar
92、e likely to continue to be volatile,which could result insubstantial losses to holders of our Class A ordinary shares and/or ADSs.See“Item 3.D.Key InformationRisk FactorsRisks Relatedto Our ADSs and Class A Ordinary SharesThe trading price of our ADSs and Class A ordinary shares have been and are li
93、kely tocontinue to be volatile,which could result in substantial losses to holders of our Class A ordinary shares and/or ADSs”on page 67 fordetails;We adopt different practices as to certain matters as compared with many other companies listed on the Hong Kong Stock Exchange.See“Item 3.D.Key Informa
94、tionRisk FactorsRisks Related to Our ADSs and Class A Ordinary SharesWe adopt different practices as tocertain matters as compared with many other companies listed on the Hong Kong Stock Exchange”on page 68 for details;We cannot guarantee that any share repurchase program will be fully consummated o
95、r that any share repurchase program will enhancelong-term shareholder value,and share repurchases could increase the volatility of the price of our Class A ordinary shares and/or ADSsand could diminish our cash reserves.See“Item 3.D.Key InformationRisk FactorsRisks Related to Our ADSs and Class A Or
96、dinarySharesWe cannot guarantee that any share repurchase program will be fully consummated or that any share repurchase program willenhance long-term shareholder value,and share repurchases could increase the volatility of the price of our Class A ordinary shares and/orADSs and could diminish our c
97、ash reserves”on page 68 for details;and If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business,the market pricefor our Class A ordinary shares and/or ADSs and trading volume could decline.See“Item 3.D.Key InformationRisk FactorsRis
98、ksRelated to Our ADSs and Class A Ordinary SharesIf securities or industry analysts do not publish research or publish inaccurate orunfavorable research about our business,the market price for our Class A ordinary shares and/or ADSs and trading volume could decline”on page 68 for details.5Table of C
99、ontentsFORWARD-LOOKING INFORMATIONThis annual report on Form 20-F contains forward-looking statements that reflect our current expectations and views of future events.Thesestatements are made under the“safe harbor”provisions of the U.S.Private Securities Litigation Reform Act of 1995.You can identif
100、y these forward-looking statements by terminology such as“may,”“will,”“expect,”“anticipate,”“aim,”“estimate,”“intend,”“plan,”“believe,”“is/are likely to,”“future,”“potential,”“continue”or other similar expressions.We have based these forward-looking statements largely on our current expectations and
101、projections about future events and financial trends that we believe may affect our financial condition,results of operations,business strategy andfinancial needs.These forward-looking statements include statements relating to,among other things:our goals and strategies;our future business developme
102、nt,financial conditions and results of operations;the expected growth of the retail and online retail markets in China;our expectations regarding demand for and market acceptance of our products and services;our expectations regarding our relationships with customers,suppliers and third-party mercha
103、nts;our plans to invest in our fulfillment infrastructure and technology platform as well as new business initiatives;competition in our industry;and relevant government policies and regulations relating to our industry.We would like to caution you not to place undue reliance on these forward-lookin
104、g statements and you should read these statements in conjunctionwith the risk factors disclosed in“Item 3.D.Key InformationRisk Factors.”Those risks are not exhaustive.We operate in a rapidly evolvingenvironment.New risks emerge from time to time and it is impossible for our management to predict al
105、l risk factors,nor can we assess the impact of allfactors on our business or the extent to which any factor,or combination of factors,may cause actual results to differ from those contained in anyforward-looking statement.We do not undertake any obligation to update or revise the forward-looking sta
106、tements except as required under applicablelaw.You should read this annual report and the documents that we reference in this annual report completely and with the understanding that our actualfuture results may be materially different from what we expect.Our reporting currency is the Renminbi,or RM
107、B.This annual report contains translations of RMB and Hong Kong dollar amounts into U.S.dollars at specific rates solely for the convenience of the reader.Unless otherwise stated,all translations of RMB and Hong Kong dollars into U.S.dollars and from U.S.dollars into RMB in this annual report were m
108、ade at a rate of RMB6.8972 to US$1.00 and HK$7.8015 to US$1.00,the respectiveexchange rates on December 30,2022 set forth in the H.10 statistical release of the Federal Reserve Board.We make no representation that any RMB,Hong Kong dollar or U.S.dollar amounts referred to in this annual report could
109、 have been,or could be,converted into U.S.dollars,RMB or Hong Kongdollars,as the case may be,at any particular rate or at all.6Table of ContentsPART I Item 1.Identity of Directors,Senior Management and AdvisersNot applicable.Item 2.Offer Statistics and Expected TimetableNot applicable.Item 3.Key Inf
110、ormationOur Organizational StructureThe following diagram illustrates our corporate structure,including our principal subsidiaries and the consolidated variable interest entities as ofFebruary 28,2023:Notes:(1)JD Assets Holding Limited has 59 subsidiaries holding,directly or indirectly,non-logistics
111、 properties.(2)JD Asia Development Limited has 418 subsidiaries holding,directly or indirectly,logistics properties.(3)Jingdong 360,Jiangsu Yuanzhou,Xian Jingdong Xincheng,Jiangsu Jingdong Bangneng and Suqian Juhe are the significant consolidated variableinterest entities which we have contractual a
112、rrangements with.Suqian Juhe is 45%owned by Mr.Richard Qiangdong Liu,30%owned byMs.Yayun Li and 25%owned by Ms.Pang Zhang.Each of Jingdong 360,Jiangsu Yuanzhou,Xian Jingdong Xincheng and Jiangsu JingdongBangneng is 45%owned by Mr.Qin Miao,30%owned by Ms.Yayun Li and 25%owned by Ms.Pang Zhang.Mr.Rich
113、ard Qiangdong Liu is ourchairman of board of directors,Mr.Qin Miao is a vice president of our company,Ms.Yayun Li is chief executive officer of JD Technology(formerly known as Jingdong Digits Technology Holding Co.,Ltd.and renamed as Jingdong Technology Holding Co.,Ltd.in May 2021),asignificant inve
114、stee of our company,and Ms.Pang Zhang is our chief human resources officer.7Table of Contents(4)Jingdong Century has 259 subsidiaries that engage in retail business.(5)JD.com Investment Limited has 75 subsidiaries that hold,directly or indirectly,the companies invested by us.(6)JINGDONG Industrials,
115、Ipleted its Series B Preference Shares financing in March 2023,upon which we held approximately 78%of theissued and outstanding shares of JINGDONG Industrials,Inc.*The diagram above omits our equity investees that are insignificant individually and in the aggregate.Our Holding Company Structure and
116、Contractual Arrangements with the Consolidated Variable Interest EntitiesJD.com,Inc.is not an operating company but a Cayman Islands holding company with no equity ownership in the consolidated variable interestentities,but maintains contractual arrangements with the consolidated variable interest e
117、ntities and is considered the primary beneficiary of theseentities,whose financial results are consolidated in JD.com,Inc.s consolidated financial statements under the U.S.GAAP for accounting purposes.Thecontractual arrangements may not be as effective as direct equity ownership in the consolidated
118、variable interest entities,and the relevant governmentauthorities may challenge the enforceability of these contractual arrangements.We conduct our operations in the Chinese mainland through(i)our PRCsubsidiaries and(ii)the consolidated variable interest entities with which we have maintained contra
119、ctual arrangements.The laws and regulations in theChinese mainland restrict and impose conditions on foreign investment in certain value-added telecommunication services and certain other restrictedservices related to our businesses,such as domestic document delivery services.Accordingly,we operate
120、these businesses in the Chinese mainlandthrough the consolidated variable interest entities,and such structure is used to provide investors with exposure to foreign investment in China-basedcompanies where laws and regulations in the Chinese mainland prohibit or restrict direct foreign investment in
121、 certain operating companies,and rely oncontractual arrangements among our PRC subsidiaries,the consolidated variable interest entities and their shareholders to control the businessoperations of the consolidated variable interest entities.The external revenues contributed by the consolidated variab
122、le interest entities accounted for5.0%,6.2%and 6.9%of our total revenues for the years of 2020,2021 and 2022,respectively.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 inf
123、ormation,theconsolidated variable interest entities in China,including but not limited to 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 website;JiangsuYuanzhou E-Comme
124、rce Co.,Ltd.,or Jiangsu Yuanzhou,which was established in September 2010 and primarily engages in the business of sellingbooks,audio and video products;Xian Jingdong Xincheng Information Technology Co.,Ltd.,or Xian Jingdong Xincheng,which was established inJune 2017 and primarily provides technology
125、 and consulting services relating to logistics services;Jiangsu Jingdong Bangneng Investment ManagementCo.,Ltd.,or Jiangsu Jingdong Bangneng,which was established in August 2015 and primarily engages in business of investment management;andSuqian Juhe Digital Enterprise Management Co.,Ltd.,or Suqian
126、 Juhe,which was established in June 2020 and primarily provides enterprisemanagement services.The consolidated variable interest entities are PRC companies conducting operations in the Chinese mainland,and their financialresults have been consolidated into our consolidated financial statements under
127、 U.S.GAAP for accounting purposes.JD.com,Inc.is a holding companywith no operations of its own.We do not have any equity ownership in the consolidated variable interest entities.Investors in our ADSs or Class Aordinary shares are not purchasing equity interest in the consolidated variable interest e
128、ntities in the Chinese mainland but instead are purchasing equityinterest in a holding company incorporated in the Cayman Islands,and may never directly hold equity interests in the consolidated variable interestentities in the Chinese mainland.A series of contractual agreements,including loan agree
129、ments,exclusive purchase option agreements,exclusive technology consulting andservices agreements or exclusive business cooperation agreements,as applicable,intellectual property rights license agreement,equity pledgeagreements,powers of attorney,business cooperation agreement and business operation
130、s agreements,have been entered into by and among oursubsidiaries,the consolidated variable interest entities and their respective shareholders.Terms contained in each set of contractual arrangements withthe consolidated variable interest entities and their respective shareholders are substantially s
131、imilar.As a result of the contractual arrangements,we areconsidered the primary beneficiary of these companies and have consolidated the financial results of these companies in our consolidated financialstatements under the U.S.GAAP for accounting purposes.Neither JD.com,Inc.nor its investors has an
132、 equity ownership in,direct foreign investmentin,or control through such ownership or investment of,the consolidated variable interest entities,and the contractual arrangements are not equivalent toan equity ownership in the business of the consolidated variable interest entities.For more details of
133、 these contractual arrangements,see“Item 4.C.Information on the CompanyOrganizational StructureThe Consolidated Variable Interest Entities.”8Table of ContentsHowever,the contractual arrangements may not be as effective as direct ownership in providing us with control over the consolidated variablein
134、terest entities and we may incur substantial costs to enforce the terms of the arrangements.In addition,these agreements have not been tested in courtsof the Chinese mainland.See“Item 3.D.Key InformationRisk FactorsRisks Related to Our Corporate StructureWe rely on contractualarrangements with the c
135、onsolidated variable interest entities and their owners for a portion of our business operations,which may not be as effective asdirect ownership in providing operational control”and“Item 3.D.Key InformationRisk FactorsRisks Related to Our Corporate StructureTheshareholders of the consolidated varia
136、ble interest entities may have potential conflicts of interest with us,which may materially and adversely affect ourbusiness and financial condition.”Our corporate structure is subject to risks associated with the contractual arrangements with the consolidated variable interest entities.If the PRCgo
137、vernment determines that the contractual arrangements constituting part of the consolidated variable interest entities structure do not comply withPRC laws and regulations,or if these laws and regulations change or are interpreted differently in the future,we could be subject to severe penalties orb
138、e forced to relinquish our interests in those operations.The PRC regulatory authorities could disallow the variable interest entities structure,whichwould likely result in a material adverse change in our operations,and our ADSs or Class A ordinary shares may decline significantly in value orbecome
139、worthless.Our holding company,our PRC subsidiaries and the consolidated variable interest entities,and investors of our company faceuncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with theconsolidated variable inte
140、rest entities and,consequently,significantly affect the financial performance of the consolidated variable interest entities andour company as a whole.For a detailed description of the risks associated with our corporate structure,please refer to risks disclosed under“Item 3.D.Key InformationRisk Fa
141、ctorsRisks Related to Our Corporate Structure.”Specifically,there are also substantial uncertainties regarding theinterpretation and application of current and future PRC laws,regulations and rules regarding the status of the rights of our Cayman Islands holdingcompany with respect to its contractua
142、l arrangements with the consolidated variable interest entities and their shareholders.It is uncertain whether anynew PRC laws or regulations relating to variable interest entity structures will be adopted or if adopted,what they would provide.If we or any of theconsolidated variable interest entiti
143、es is found to be in violation of any existing or future PRC laws or regulations,or fail to obtain or maintain any of therequired permits or approvals,the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations orfailures.See“Item 3.D.Key Inform
144、ationRisk FactorsRisks Related to Our Corporate StructureIf the PRC government determines that thecontractual arrangements constituting part of the consolidated variable interest entities structure do not comply with PRC laws and regulations,or ifthese laws and regulations change or are interpreted
145、differently in the future,we could be subject to severe penalties or be forced to relinquish ourinterests in those operations”and“Our current corporate structure and business operations may be affected by the PRC Foreign Investment Law.”Risks and Uncertainties Relating to Doing Business in ChinaWe f
146、ace various risks and uncertainties related to doing business in the Chinese mainland.Our business operations are primarily conducted in theChinese mainland,and we are subject to complex and evolving laws and regulations in the Chinese mainland.For example,we face risks associatedwith regulatory app
147、rovals on offshore offerings,antimonopoly regulatory actions,and oversight on cybersecurity and data privacy,as well as the lack ofinspection by the PCAOB,on our auditor,which may impact our ability to conduct certain businesses,accept foreign investments,or list on a UnitedStates stock exchange.The
148、se risks could result in a material adverse change in our operations and the value of our ADSs and Class A ordinary shares,significantly limit or completely hinder our ability to continue to offer securities to investors,or cause the value of such securities to significantlydecline.As of the date of
149、 this annual report,regulatory actions related to data security or anti-monopoly concerns in Hong Kong do not have a materialimpact on our ability to conduct business,accept foreign investment in the future,continue to list on a United States stock exchange or maintain ourlisting status on the Hong
150、Kong Stock Exchange.However,new regulatory actions related to data security or anti-monopoly concerns in Hong Kongmay be taken in the future,and such regulatory actions may have a material impact on our ability to conduct business,accept foreign investment,continue to list on a United States stock e
151、xchange or maintain our listing status on the Hong Kong Stock Exchange.For a detailed description of risksrelated to doing business in China,please refer to risks disclosed under“Item 3.D.Key InformationRisk FactorsRisks Related to Doing Business inChina.”PRC government has significant authority in
152、regulating our operations and may influence our operations.It may exert more oversight and controlover offerings conducted overseas by,and/or foreign investment in,China-based issuers,which could significantly limit or completely hinder our abilityto offer or continue to offer securities to investor
153、s.Implementation of industry-wide regulations in this nature may cause the value of such securities tosignificantly decline.For more details,see“Item 3.D.Key InformationRisk FactorsRisks Related to Doing Business in ChinaThe PRCgovernments significant oversight over our business operation could resu
154、lt in a material adverse change in our operations and the value of our ADSsand Class A ordinary shares.”Risks and uncertainties arising from the PRC legal system,including risks and uncertainties regarding the enforcement of laws and quicklyevolving rules and regulations in the Chinese mainland,coul
155、d result in a material adverse change in our operations and the value of our ADSs andClass A ordinary shares.For more details,see“Item 3.D.Key InformationRisk FactorsRisks Related to Doing Business in ChinaUncertaintieswith respect to the legal system in the Chinese mainland could adversely affect u
156、s”and“We may be adversely affected by the complexity,uncertainties and changes in PRC regulation of internet-related business and companies such as e-commerce business and internet platforms.”9Table of ContentsThe Holding Foreign Companies Accountable ActPursuant to the HFCAA,if the SEC determines t
157、hat we have filed audit reports issued by a registered public accounting firm that has not beensubject to inspections by the PCAOB for two consecutive years,the SEC will prohibit our shares or ADSs from being traded on a national securitiesexchange or in the over-the-counter trading market in the Un
158、ited States.On December 16,2021,the PCAOB issued a report to notify the SEC of itsdetermination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in the Chinesemainland and Hong Kong,including our auditor.In May 2022,the SEC conclusively
159、listed us as a Commission-Identified Issuer under the HFCAAfollowing the filing of the annual report on Form 20-F for the fiscal year ended December 31,2021.On December 15,2022,the PCAOB issued a reportthat vacated its December 16,2021 determination and removed the Chinese mainland and Hong Kong fro
160、m the list of jurisdictions where it is unable toinspect or investigate completely registered public accounting firms.For this reason,we do not expect to be identified as a Commission-Identified Issuerunder the HFCAA after we file this annual report on Form 20-F.Each year,the PCAOB will determine wh
161、ether it can inspect and investigate completelyaudit firms in the Chinese mainland and Hong Kong,among other jurisdictions.If PCAOB determines in the future that it no longer has full access toinspect and investigate completely accounting firms in the Chinese mainland and Hong Kong and we continue t
162、o use an accounting firm headquarteredin one of these jurisdictions to issue an audit report on our financial statements filed with the Securities and Exchange Commission,we would beidentified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant f
163、iscal year.There can be noassurance that we would not be identified as a Commission-Identified Issuer for any future fiscal year,and if we were so identified for two consecutiveyears,we would become subject to the prohibition on trading under the HFCAA.For more details,see“Item 3.D.Key InformationRi
164、sk FactorsRisks Related to Our BusinessThe PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for ourfinancial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of
165、suchinspections”and“Item 3.D.Key InformationRisk FactorsRisks Related to Our BusinessOur ADSs may be prohibited from trading in the UnitedStates under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China.The delisting of the ADSs,or the threat
166、 of their being delisted,may materially and adversely affect the value of your investment.”Permissions Required from the PRC Authorities for Our OperationsWe conduct our business primarily through our PRC subsidiaries and the consolidated variable interest entities in China.Our operations in Chinaar
167、e governed by PRC laws and regulations.As of the date of this annual report,our PRC subsidiaries and the consolidated variable interest entities haveobtained the necessary licenses and permits from the PRC government authorities,including,among others,ICP licenses,Courier Service OperationPermits an
168、d Practicing License for Medical Institutions,except as disclosed in“Item 3.D.Key InformationRisk FactorsRisks Related to DoingBusiness in ChinaWe may be adversely affected by the complexity,uncertainties and changes in PRC regulation of internet-related business andcompanies such as e-commerce busi
169、ness and internet platforms.”Given the uncertainties of interpretation and implementation of relevant laws andregulations and the enforcement practice by relevant government authorities,we may be required to obtain additional licenses,permits,filings orapprovals for our business and operations in th
170、e future.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 permissi
171、onsfrom the China Securities Regulatory Commission,or the CSRC,(ii)are not required to file an application for cybersecurity review by the CyberspaceAdministration 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 suchpermiss
172、ions by any PRC authority.If(i)we do not receive or maintain any permissions or approvals,(ii)we inadvertently concluded that certain permissions or approvals have beenacquired or are not required,or(iii)applicable laws,regulations or interpretations thereof change and we become subject to the requi
173、rement ofadditional permissions or approvals in the future,we cannot assure you that we will be able to obtain such permissions or approvals in a timely manner,or at all,and such approvals may be rescinded even if obtained.Any such circumstance could subject us to penalties,including fines,suspensio
174、n ofbusiness and revocation of required licenses,which could materially and adversely affect our business,financial condition and results of operations.10Table of ContentsHowever,the PRC government has promulgated certain regulations and rules to exert more oversight and control over offerings that
175、are conductedoverseas and/or foreign investment in China-based issuers.On February 17,2023,the CSRC released the Trial Administrative Measures of OverseasSecurities Offering and Listing by Domestic Companies and five supporting guidelines,or,collectively,the Trial Measures,which came into effect onM
176、arch 31,2023.According to the Trial Measures,domestic companies in the Chinese mainland that directly or indirectly offer or list their securities inan overseas market are required to file with the CSRC.In addition,an overseas-listed company must also submit the filing with respect to its follow-ono
177、fferings,issuance of convertible corporate bonds and exchangeable bonds,and other equivalent offering activities,within a specific time framerequested under the Trial Measures.Therefore,we will be required to file with the CSRC for our overseas offering of equity and equity linked securitiesin the f
178、uture within the applicable scope of the Trial Measures.For more detailed information,see“Item 3.D.Key InformationRisk FactorsRisksRelated to Doing Business in ChinaThe approval of and/or filing with the CSRC or other PRC government authorities may be required in connectionwith our offshore offering
179、s under PRC law,and,if required,we cannot predict whether or for how long we will be able to obtain such approval orcomplete such filing.”Cash and Asset Flows through Our OrganizationJD.com,Inc.is a holding company with no operations of its own.We conduct our operations in the Chinese mainland prima
180、rily through oursubsidiaries and the consolidated variable interest entities in the Chinese mainland.As a result,although other means are available for us to obtainfinancing at the holding company level,JD.com,Inc.s ability to pay dividends to the shareholders and investors of the ADSs and to servic
181、e any debt itmay incur may depend upon dividends paid by our PRC subsidiaries and license and service fees paid by the consolidated variable interest entities.Ifany of our subsidiaries incurs debt on its own behalf in the future,the instruments governing such debt may restrict its ability to pay div
182、idends toJD.com,Inc.In addition,our PRC subsidiaries are permitted to pay dividends to JD.com,Inc.only out of their retained earnings,if any,as determined inaccordance with PRC accounting standards and regulations.Further,our PRC subsidiaries and the consolidated variable interest entities are requi
183、red tomake appropriations to certain statutory reserve funds or may make appropriations to certain discretionary funds,which are not distributable as cashdividends except in the event of a solvent liquidation of the companies.For more details,see“Item 5.B.Operating and Financial Review and Prospects
184、Liquidity and Capital ResourcesHolding Company Structure.”Our board of directors has complete discretion on whether to distribute dividends subject to our current memorandum and articles of associationand certain restrictions under Cayman Islands law.In addition,our shareholders may,by ordinary reso
185、lution,declare dividends,but no dividend shallexceed the amount recommended by our board of directors.Under Cayman Islands law,a Cayman Islands company may pay a dividend out of eitherprofit or share premium account,provided that in no circumstances may a dividend be paid if this would result in the
186、 company being unable to pay itsdebts as they fall due in the ordinary course of business.See“Item 8.A.Financial InformationConsolidated Statements and Other FinancialInformationDividend Policy”for details.As a Cayman Islands exempted company and offshore holding company,we are permitted under PRC l
187、aws and regulations to provide funding toour wholly foreign-owned subsidiaries in the Chinese mainland only through loans or capital contributions,subject to the approval of governmentauthorities and limits on the amount of capital contributions and loans.In addition,our wholly foreign-owned subsidi
188、aries in the Chinese mainland mayprovide RMB funding to their respective subsidiaries only through capital contributions and entrusted loans,and to the consolidated variable interestentities only through entrusted loans.See“IntroductionSummary of Risk FactorsRisks Related to Our Corporate Structure,
189、”“Item 5.B.Operatingand Financial ReviewLiquidity and Capital Resources”and“Item 3.D.Key InformationRisk FactorsRisks Related to Our Corporate StructurePRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion mayde
190、lay or prevent us from making loans to our PRC subsidiaries and the consolidated variable interest entities or making additional capital contributionsto our wholly foreign-owned subsidiaries in the Chinese mainland,which could materially and adversely affect our liquidity and our ability to fund and
191、expand our business.”Under PRC laws and regulations,our PRC subsidiaries and the consolidated variable interest entities are subject to certain restrictions with respectto paying dividends or otherwise transferring any of their net assets to us.Remittance of dividends by a wholly foreign-owned enter
192、prise out of theChinese mainland is also subject to examination by the banks designated by State Administration of Foreign Exchange,or SAFE.The amountsrestricted include the paid-in capital and the statutory reserve funds of our PRC subsidiaries and the net assets of the consolidated variable intere
193、stentities in which we have no legal ownership,totaling RMB28.9 billion,RMB46.4 billion and RMB58.2 billion(US$8.4 billion)as of December 31,2020,2021 and 2022,respectively.Furthermore,cash transfers from our PRC subsidiaries and the consolidated variable interest entities to entitiesoutside of the
194、Chinese mainland are subject to PRC governmental control on currency conversion.As a result,the funds in our PRC subsidiaries or theconsolidated variable interest entities in the Chinese mainland may not be available to fund operations or for other use outside of the Chinese mainlanddue to intervent
195、ions in,or the imposition of restrictions and limitations on,the ability of our holding company,our subsidiaries,or the consolidatedvariable interest entities by the PRC government on such currency conversion.As of the date of this annual report,there are not equivalent or similarrestrictions or lim
196、itations in Hong Kong on cash transfers in,or out of,our Hong Kong entities.However,if certain restrictions or limitations were tobecome applicable to cash transfers in and out of Hong Kong entities in the future,the funds in our Hong Kong entities may not be available to fundoperations or for other
197、 use outside of Hong Kong.For risks relating to the fund flows of our operations in China,see“Item 3.D.Key InformationRiskFactorsRisks Related to Doing Business in ChinaWe may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fundany cash and financing requirements
198、we may have,and any limitation on the ability of our PRC subsidiaries to make payments to us could have amaterial and adverse effect on our ability to conduct our business.”and“Item 3.D.Key InformationRisk FactorsRisks Related to Doing Business inChinaGovernmental control of currency conversion may
199、limit our ability to utilize our revenues effectively and affect the value of your investment.”11Table of ContentsUnder PRC law,JD.com,Inc.may provide funding to our PRC subsidiaries only through capital contributions or loans,and to the PRCconsolidated variable interest entities only through loans,
200、subject to satisfaction of applicable government registration that we are not able to make directcapital contribution.Our company has established a centralized cash management policy to direct how funds are transferred between JD.com,Inc.,our subsidiaries andthe consolidated variable interest entiti
201、es and their subsidiaries to improve the efficiency and ensure the security of cash management.Our managementhas established a series of manuals and policies on funds management,bank accounts management,financing activities and safe handling of cash andassets,which apply to all of our subsidiaries a
202、nd the consolidated variable interest entities and their subsidiaries.We and our consolidated subsidiariesthat are listed on the Hong Kong Stock Exchange have also established respective centralized cash management accounts within certain entities,underwhich funds are transferred and dispatched to e
203、ach subsidiary or consolidated variable interest entity under central command.The major offshoreentities outside of the Chinese mainland with the function of centralized cash management are JD.com,Inc.(our holding company),JD.comInternational Limited(our intermediate holding company),JD Logistics,In
204、c.,and JD Health International Inc.(both of which are our subsidiaries).Inaddition,the major entities within the Chinese mainland with similar functions are Beijing Jingdong Century Trade Co.,Ltd.(a primary beneficiary ofthe consolidated variable interest entities),Beijing Jingbangda Trade Co.,Ltd.(
205、a consolidated variable interest entity),and Beijing Jingdong JiankangCo.,Ltd.(a primary beneficiary of the consolidated variable interest entities).The centralized cash management function in these entities lead to high-volume and high-frequency cash transferred and dispatched to the remaining cons
206、olidated subsidiaries and consolidated variable interest entities.Wehave complied with the applicable laws and regulations for the operation of such cash centralized management accounts and completed necessaryregistration and approval procedures with relevant governmental authorities.Every fund tran
207、sfer within our group goes through an appropriate reviewand approval process depending on the nature and amount of the transfer under our cash management policy.For the years ended December 31,2020,2021 and 2022,JD.com,Inc.provided loans of RMB13.4 billion and RMB20.9 billion to,and receivedrepaymen
208、t of RMB7.4 billion(US$1.1 billion)from,our intermediate holding companies through our day-to-day centralized cash managementactivities.Please refer to the line item“Loans(provided to)/settled by internal companies”in the“Parent”column of the tables titled“FinancialInformation Related to the Consoli
209、dated Variable Interest EntitiesSelected Condensed Consolidated Cash Flows Information”for the years endedDecember 31,2020,2021 and 2022 on pages 1921 for the detail figures.Our day-to-day centralized cash management activities also cover the cash flow of the consolidated variable interest entities.
210、For the years endedDecember 31,2020 and 2021,the consolidated variable interest entities received funding by(i)loans from our intermediate holding companies and(ii)capital contribution in the form of loans from our intermediate holding companies to nominee shareholders,totaling RMB3.4 billion andRMB
211、11.7 billion,respectively.For the year ended December 31,2022,the consolidated variable interest entities repaid RMB3.2 billion(US$0.5 billion)to our intermediate holding companies.Please refer to the sum of line item“Capital injection from controlling shareholders”and line item“Netproceeds from/(re
212、payment to)internal companies”in the“Consolidated Variable Interest Entities”column of the tables titled“Financial InformationRelated to the Consolidated Variable Interest EntitiesSelected Condensed Consolidated Cash Flows Information”for the years ended December 31,2020,2021 and 2022 on pages 1921
213、for the detail figures.The consolidated variable interest entities received repayment of loans of RMB0.3 billion,RMB1.1 billion from,and provided funding of RMB11.3 billion(US$1.6 billion)to,our intermediate holding companies for the years endedDecember 31,2020,2021 and 2022,respectively.Please refe
214、r to the line item“Loans(provided to)/settled by internal companies”in the“ConsolidatedVariable Interest Entities”column of the tables titled“Financial Information Related to the Consolidated Variable Interest EntitiesSelected CondensedConsolidated Cash Flows Information”for the years ended December
215、 31,2020,2021 and 2022 on pages 1921 for the detail figures.In May 2022,our board of directors approved a special cash dividend of US$0.63 per ordinary share,or US$1.26 per ADS,to holders of ordinaryshares and holders of ADSs,respectively.The aggregate amount of the special dividend was approximatel
216、y US$2.0 billion.In March 2023,our board ofdirectors approved a cash dividend of US$0.31 per ordinary share,or US$0.62 per ADS,to holders of ordinary shares and holders of ADSs.Theaggregate amount of the cash dividend was approximately US$1.0 billion.In addition,we plan to adopt an annual dividend p
217、olicy,under which we maychoose to declare and distribute a cash dividend each year,at an amount determined in relation to our financial performance in the previous fiscal year,among other factors.The determination to make dividend distributions in any particular year will be made at the discretion o
218、f our board of directorsbased upon factors such as our results of operations,cash flow,financial condition,capital requirements and other considerations that the board deemsrelevant.See“Item 8.A.Financial InformationConsolidated Statements and Other Financial InformationDividend Policy.”For PRC and
219、UnitedStates federal income tax considerations of an investment in our ADSs,see“Item 10.E.Additional InformationTaxation.”12Table of ContentsA.Selected Financial DataThe following table presents the selected consolidated financial information of our company.The selected consolidated statements of op
220、erationsdata for the years ended December 31,2020,2021 and 2022,selected consolidated balance sheets data as of December 31,2021 and 2022,selectedconsolidated cash flow data for the years ended December 31,2020,2021 and 2022 have been derived from our audited consolidated financialstatements,which a
221、re included in this annual report.The selected consolidated statements of operations data for the years ended December 31,2018 and 2019,selected consolidated balance sheetsdata as of December 31,2018,2019 and 2020 and selected consolidated cash flow data for the years ended December 31,2018 and 2019
222、 have beenderived from our audited consolidated financial statements not included in this annual report.Our historical results do not necessarily indicate resultsexpected for any future periods.The selected consolidated financial data should be read in conjunction with,and are qualified in their ent
223、irety byreference to,our audited consolidated financial statements and related notes and“Operating and Financial Review and Prospects”below.Ourconsolidated financial statements are prepared and presented in accordance with U.S.GAAP.For the Year Ended December 31,2018 2019 2020 2021 2022 RMB RMB RMB
224、RMB RMB US$(in millions,except for share,per share and per ADS data)Selected Consolidated Statements ofOperations Data:Net Revenues(1):Net product revenues 416,109 510,734 651,879 815,655 865,062 125,422 Net service revenues 45,911 66,154 93,923 135,937 181,174 26,268 Total net revenues 462,020 576,
225、888 745,802 951,592 1,046,236 151,690 Cost of revenues (396,066)(492,467)(636,694)(822,526)(899,163)(130,366)Fulfillment (32,010)(36,968)(48,700)(59,055)(63,011)(9,136)Marketing (19,237)(22,234)(27,156)(38,743)(37,772)(5,476)Research and development (12,144)(14,619)(16,149)(16,332)(16,893)(2,449)Gen
226、eral and administrative (5,160)(5,490)(6,409)(11,562)(11,053)(1,603)Impairment of goodwill and intangibleassets (22)Gain on sale of development properties 3,885 1,649 767 1,379 200 Income/(loss)from operations(2)(3)(2,619)8,995 12,343 4,141 19,723 2,860 Other income/(expense):Share of results of equ
227、ity investees (1,113)(1,738)4,291 (4,918)(2,195)(318)Interest expense (855)(725)(1,125)(1,213)(2,106)(305)Others,net(4)2,213 7,161 35,310 (590)(1,555)(225)Income/(loss)before tax (2,374)13,693 50,819 (2,580)13,867 2,012 Income tax expenses (427)(1,803)(1,482)(1,887)(4,176)(605)Net income/(loss)(2,80
228、1)11,890 49,337 (4,467)9,691 1,407 Net loss attributable to non-controllinginterests shareholders (311)(297)(75)(923)(697)(101)Net income attributable to mezzanine equityclassified as non-controlling interestsshareholders 2 3 7 16 8 1 Net income/(loss)attributable to ordinaryshareholders (2,492)12,1
229、84 49,405 (3,560)10,380 1,507 Net income/(loss)per share Basic Net income/(loss)per share (0.87)4.18 16.35 (1.15)3.32 0.48 Diluted Net income/(loss)per share (0.87)4.11 15.84 (1.15)3.21 0.47 Net income/(loss)per ADS(5)Basic Net income/(loss)per ADS (1.73)8.37 32.70 (2.29)6.64 0.96 Diluted Net income
230、/(loss)per ADS (1.73)8.21 31.68 (2.29)6.42 0.93 Weighted average number of shares:Basic 2,877,902,678 2,912,637,241 3,021,808,985 3,107,436,665 3,125,571,110 3,125,571,110 Diluted 2,877,902,678 2,967,321,803 3,109,024,030 3,107,436,665 3,180,886,136 3,180,886,136 13Table of Contents(1)Our net revenu
231、es include net product revenues and net service revenues.Product sales is further divided into sales of electronics and homeappliances products and sales of general merchandise products.Net revenues from electronics and home appliances products include revenuesfrom sales of computer,communication an
232、d consumer electronics products as well as home appliances.Net revenues from general merchandiseproducts mainly include revenues from sales of food,beverage and fresh produce,baby and maternity products,furniture and household goods,cosmetics and other personal care items,pharmaceutical and healthca
233、re products,industrial products,books,automobile accessories,apparel andfootwear,bags and jewelry.Net service revenues are further divided into revenues from online marketplace and marketing and revenues fromlogistics and other services.The following table breaks down our total net revenues by these
234、 categories,by amounts and as percentages of total netrevenues:For the Year Ended December 31,2018 2019 2020 2021 2022 RMB%RMB%RMB%RMB%RMB US$%(in millions,except for percentages)Electronics and home appliancesrevenues 280,059 60.6 328,703 57.0 400,927 53.8 492,592 51.8 515,945 74,805 49.3 General m
235、erchandise revenues 136,050 29.5 182,031 31.5 250,952 33.6 323,063 33.9 349,117 50,617 33.4 Net product revenues 416,109 90.1 510,734 88.5 651,879 87.4 815,655 85.7 865,062 125,422 82.7 Marketplace and marketing revenues 33,532 7.2 42,680 7.4 53,473 7.2 72,118 7.6 81,970 11,885 7.8 Logistics and oth
236、er service revenues 12,379 2.7 23,474 4.1 40,450 5.4 63,819 6.7 99,204 14,383 9.5 Net service revenues 45,911 9.9 66,154 11.5 93,923 12.6 135,937 14.3 181,174 26,268 17.3 Total net revenues 462,020 100.0 576,888 100.0 745,802 100.0 951,592 100.0 1,046,236 151,690 100.0 (2)Includes share-based compen
237、sation expenses as follows:For the Year Ended December 31,2018 2019 2020 2021 2022 RMB RMB RMB RMB RMB US$(in millions)Cost of revenues (72)(82)(98)(102)(143)(21)Fulfillment (419)(440)(646)(882)(930)(135)Marketing (190)(259)(347)(586)(631)(91)Research and development (1,163)(1,340)(1,400)(1,781)(1,5
238、57)(226)General and administrative (1,816)(1,574)(1,665)(5,783)(4,287)(622)(3)Includes amortization of business cooperation arrangement and intangible assets resulting from assets and business acquisitions as follows:14Table of Contents For the Year Ended December 31,2018 2019 2020 2021 2022 RMB RMB
239、 RMB RMB RMB US$(in millions)Fulfillment (168)(165)(193)(220)(392)(57)Marketing (1,232)(637)(692)(854)(868)(126)Research and development (98)(99)(99)(104)(271)(39)General and administrative (308)(308)(309)(309)(161)(22)(4)Interest income was included in Others,net since 2021,and the presentation of
240、prior years was also updated to conform to current presentation.(5)Each ADS represents two Class A ordinary shares.For the Year Ended December 31,2018 2019 2020 2021 2022 RMB RMB RMB RMB RMB US$(in millions,except for share data)Selected Consolidated Balance SheetsData:Cash and cash equivalents 34,2
241、62 36,971 86,085 70,767 78,861 11,434 Restricted cash 3,240 2,941 4,434 5,926 6,254 907 Short-term investments 2,036 24,603 60,577 114,564 141,095 20,457 Accounts receivable,net 11,110 6,191 7,112 11,900 20,576 2,983 Inventories,net 44,030 57,932 58,933 75,601 77,949 11,302 Property,equipment and so
242、ftware,net 21,083 20,654 22,597 32,944 55,080 7,986 Land use rights,net 10,476 10,892 11,125 14,328 33,848 4,907 Operating lease right-of-use assets 8,644 15,484 19,987 22,267 3,228 Investment in equity investees 31,357 35,576 58,501 63,222 57,641 8,357 Investment securities 15,902 21,417 39,085 19,
243、088 11,611 1,683 Other non-current assets 5,284 6,806 13,316 21,804 18,770 2,722 Total assets 209,165 259,724 422,288 496,507 595,250 86,303 Short-term debts 147 4,368 12,146 1,761 Accounts payable 79,985 90,428 106,818 140,484 160,607 23,286 Accrued expenses and other currentliabilities 20,293 24,6
244、56 30,035 34,468 42,570 6,172 Non-recourse securitization debt 4,398 Unsecured senior notes 6,786 6,912 12,854 9,386 10,224 1,482 Long-term borrowings 3,088 3,139 2,936 20,009 2,901 Operating lease liabilities 8,717 15,763 20,386 22,666 3,287 Total liabilities 132,337 159,099 200,669 249,723 321,127
245、 46,558 Total mezzanine equity 15,961 15,964 17,133 1,212 590 86 Total JD.com,Inc.shareholders equity 59,771 81,856 187,543 208,911 213,366 30,936 Number of outstanding ordinary shares 2,894,296,355 2,924,315,263 3,103,499,039 3,110,791,649 3,135,679,247 3,135,679,247 15Table of Contents For the Yea
246、r Ended December 31,2018 2019 2020 2021 2022 RMB RMB RMB RMB RMB US$(in millions)Selected Consolidated Cash Flows Data:Net cash provided by operating activities 20,881 24,781 42,544 42,301 57,819 8,383 Net cash used in investing activities (26,079)(25,349)(57,811)(74,248)(54,026)(7,833)Net cash prov
247、ided by financing activities 11,220 2,572 71,072 19,503 1,180 171 Effect of exchange rate changes on cash,cash equivalents and restricted cash 1,682 406 (5,082)(1,498)3,490 506 Net increase/(decrease)in cash,cash equivalents and restricted cash 7,704 2,410 50,723 (13,942)8,463 1,227 Cash,cash equiva
248、lents,and restricted cash at beginning of year,including cash andcash equivalents classified within assets held for sale 29,798 37,502 39,912 90,635 76,693 11,119 Less:cash,cash equivalents,and restricted cash classified within assets held forsale at beginning of year 116 Cash,cash equivalents,and r
249、estricted cash at beginning of year 29,798 37,502 39,912 90,519 76,693 11,119 Cash,cash equivalents and restricted cash at end of year,including cash and cashequivalents classified within assets held for sale 37,502 39,912 90,635 76,693 85,156 12,346 Less:cash,cash equivalents,and restricted cash cl
250、assified within assets held forsale at end of year 116 41 5 Cash,cash equivalents and restricted cash at end of year 37,502 39,912 90,519 76,693 85,115 12,341 Financial Information Related to the Consolidated Variable Interest EntitiesThe following table presents the condensed consolidating schedule
251、 of financial position for the consolidated variable interest entities and theirsubsidiaries(collectively,Consolidated Variable Interest Entities or VIEs)and other entities as of the dates presented.Selected Condensed Consolidated Statements of Income Information For the Year Ended December 31,2022
252、Parent Other Subsidiaries Primary Beneficiaries of Consolidated Variable Interest Entities Consolidated Variable Interest Entities Eliminations Consolidated Total (RMB in millions)Net revenues 1,074,639 719,883 134,516 (882,802)1,046,236 Third-party revenues 967,244 6,326 72,666 1,046,236 Inter-comp
253、any revenues 107,395 713,557 61,850 (882,802)Cost of revenues (905,349)(664,233)(119,868)790,287 (899,163)Fulfillment (92,643)(13,890)(4,229)47,751 (63,011)Marketing (2)(31,312)(24,083)(3,622)21,247 (37,772)Research and development (18,184)(16,688)(5,370)23,349 (16,893)General and administrative (33
254、1)(3,640)(4,347)(2,903)168 (11,053)Gain on sale of development properties 1,379 1,379 Income/(loss)from operations (333)24,890 (3,358)(1,476)19,723 Income from subsidiaries and VIEs 10,667 502 17,785 (28,954)Other income/(expense),net 48 (11,491)3,599 2,780 (792)(5,856)Income before tax 10,382 13,90
255、1 18,026 1,304 (29,746)13,867 Income tax expenses (2)(4,097)90 (167)(4,176)Net income 10,380 9,804 18,116 1,137 (29,746)9,691 16Table of Contents For the Year Ended December 31,2021 Parent Other Subsidiaries Primary Beneficiaries of Consolidated Variable Interest Entities Consolidated Variable Inter
256、est Entities Eliminations Consolidated Total (RMB in millions)Net revenues 984,998 676,041 117,419 (826,866)951,592 Third-party revenues 887,340 5,128 59,124 951,592 Inter-company revenues 97,658 670,913 58,295 (826,866)Cost of revenues (837,268)(621,811)(104,564)741,117 (822,526)Fulfillment (80,833
257、)(18,225)(4,657)44,660 (59,055)Marketing (4)(32,954)(23,997)(3,108)21,320 (38,743)Research and development (17,155)(13,473)(5,420)19,716 (16,332)General and administrative (465)(6,282)(2,511)(2,357)53 (11,562)Gain on sale of development properties 767 767 Income/(loss)from operations (469)11,273 (3,
258、976)(2,687)4,141 Income/(loss)from subsidiaries and VIEs (2,708)(4,774)12,037 (4,555)Other income/(expense),net (376)(8,555)2,558 (348)(6,721)Income/(loss)before tax (3,553)(2,056)10,619 (3,035)(4,555)(2,580)Income tax expenses (7)(1,716)(130)(34)(1,887)Net income/(loss)(3,560)(3,772)10,489 (3,069)(
259、4,555)(4,467)For the Year Ended December 31,2020 Parent Other Subsidiaries Primary Beneficiaries of Consolidated Variable Interest Entities Consolidated Variable Interest Entities Eliminations Consolidated Total (RMB in millions)Net revenues 779,945 531,008 86,054 (651,205)745,802 Third-party revenu
260、es 703,609 5,217 36,976 745,802 Inter-company revenues 76,336 525,791 49,078 (651,205)Cost of revenues (651,698)(494,496)(74,425)583,925 (636,694)Fulfillment (73,354)(5,492)(2,949)33,095 (48,700)Marketing (11)(22,069)(12,375)(1,886)9,185 (27,156)Research and development (17,085)(18,111)(5,265)24,312
261、 (16,149)General and administrative (453)(1,963)(3,058)(1,623)688 (6,409)Gain on sale of development properties 1,649 1,649 Income/(loss)from operations (464)15,425 (2,524)(94)12,343 Income/(loss)from subsidiaries and VIEs 50,154 (932)17,483 (66,705)Other income/(expense),net (266)36,773 2,245 (276)
262、38,476 Income/(loss)before tax 49,424 51,266 17,204 (370)(66,705)50,819 Income tax expenses (19)(1,308)(103)(52)(1,482)Net income/(loss)49,405 49,958 17,101 (422)(66,705)49,337 17Table of ContentsSelected Condensed Consolidated Balance Sheets Information As of December 31,2022 Parent Other Subsidiar
263、ies Primary Beneficiaries of Consolidated Variable Interest Entities Consolidated Variable Interest Entities Eliminations Consolidated Total (RMB in millions)Assets Cash and cash equivalents 5,029 38,158 30,534 5,140 78,861 Restricted cash 1,922 4,282 50 6,254 Short-term investments 43,264 96,270 1,
264、561 141,095 Accounts receivable,net 15,530 271 4,775 20,576 Inventories,net 28,004 45,783 4,162 77,949 Internal balance 63,708 79,466 32,310 4,543 (180,027)Investment in equity investees 35,857 4,454 18,111 (781)57,641 Investments in subsidiaries and consolidated VIEs 162,015 26,109 56,680 (244,804)
265、Investment securities 7,952 852 2,807 11,611 Property,equipment and software,net 43,576 2,012 9,492 55,080 Operating lease right-of-use assets 8,508 2,049 13,809 (2,099)22,267 Prepayments and other assets 308 95,209 14,810 13,712 (123)123,916 Total assets 231,060 423,555 290,307 78,162 (427,834)595,
266、250 Liabilities Short-term debts 10,282 1,730 134 12,146 Accounts payable 51,536 99,374 9,697 160,607 Internal balance 68,251 78,686 33,038 (179,975)Operating lease liabilities 8,508 2,094 14,215 (2,151)22,666 Unsecured senior notes 10,347 (123)10,224 Long-term borrowings 6,965 10,644 2,400 20,009 A
267、ccrued expenses and other liabilities 382 62,885 17,139 15,069 95,475 Total liabilities 17,694 212,106 199,023 74,553 (182,249)321,127 Convertible redeemable non-controlling interests 590 590 Total shareholders equity 213,366 210,859 91,284 3,609 (245,585)273,533 Total liabilities,mezzanine equity a
268、nd shareholders equity 231,060 423,555 290,307 78,162 (427,834)595,250 As of December 31,2021 Parent Other Subsidiaries Primary Beneficiaries of Consolidated Variable Interest Entities Consolidated Variable Interest Entities Eliminations Consolidated Total (RMB in millions)Assets Cash and cash equiv
269、alents 7,417 42,170 15,629 5,551 70,767 Restricted cash 1,959 3,958 9 5,926 Short-term investments 1 44,296 64,541 5,726 114,564 Accounts receivable,net 5,242 2,359 4,299 11,900 Inventories,net 23,491 48,274 3,836 75,601 Internal balance 65,120 65,281 38,253 (168,654)Investment in equity investees 4
270、0,319 156 22,747 63,222 Investments in subsidiaries and consolidated VIEs 148,607 17,791 44,867 (211,265)Investment securities 14,855 1,026 3,207 19,088 Property,equipment and software,net 22,484 1,892 8,568 32,944 Operating lease right-of-use assets 7,892 30 14,472 (2,407)19,987 Prepayments and oth
271、er assets 419 44,328 26,113 11,723 (75)82,508 Total assets 221,564 330,108 247,098 80,138 (382,401)496,507 Liabilities Short-term debts 2,869 1,499 4,368 Accounts payable 28,745 103,893 7,846 140,484 Internal balance 65,120 60,783 42,787 (168,690)Operating lease liabilities 8,024 10 14,785 (2,433)20
272、,386 Unsecured senior notes 9,461 (75)9,386 Accrued expenses and other liabilities 323 42,943 19,393 12,440 75,099 Total liabilities 12,653 144,832 185,578 77,858 (171,198)249,723 Convertible redeemable non-controlling interests 467 745 1,212 Total shareholders equity 208,911 184,809 61,520 1,535 (2
273、11,203)245,572 Total liabilities,mezzanine equity and shareholders equity 221,564 330,108 247,098 80,138 (382,401)496,507 18Table of ContentsSelected Condensed Consolidated Cash Flows Information For the Year Ended December 31,2022 Parent Other Subsidiaries Primary Beneficiaries of Consolidated Vari
274、able Interest Entities Consolidated Variable Interest Entities Eliminations Consolidated Total (RMB in millions)Net cash provided by/(used in)operating activities (509)(168,260)246,606 5,434 (25,452)57,819 Cash flows from investing activities (Increase)/decrease in short-term investments,net 1 6,383
275、 (25,800)4,218 (15,198)Prepayments and investments in equity investees (6,313)(4,344)(305)6,461 (4,501)Loans(provide to)/settled by internal companies 7,426 200,620 3,205 (11,291)(199,960)Cash paid for property,equipment,software and constructionin progress (12,820)(142)(4,705)(17,667)Other investin
276、g activities (18,025)(292)7,585 (5,928)(16,660)Net cash provided by/(used in)investing activities 7,427 169,845 (27,373)(4,498)(199,427)(54,026)Cash flows from financing activities Capital injection from non-controlling interest shareholders 7,870 150 8,020 Increase in borrowings,net 3,558 5,478 300
277、 2,534 11,870 Net proceeds from/(repaymentto)internal companies 3,865 (200,620)(3,205)199,960 Dividend paid to shareholders of JD.com,Inc.(13,087)(13,087)Other financing activities (780)(25,293)(3,684)(785)24,919 (5,623)Net cash provided by/(used in)financing activities (10,309)(8,080)(204,004)(1,30
278、6)224,879 1,180 Effect of exchange rate changes on cash,cash equivalentsand restricted cash 1,003 2,487 3,490 Net increase/(decrease)in cash,cash equivalents andrestricted cash (2,388)(4,008)15,229 (370)8,463 Cash,cash equivalents and restricted cash at beginning ofyear 7,417 44,129 19,587 5,560 76,
279、693 Cash,cash equivalents and restricted cash at end of year,including cash and cash equivalents classified within assetsheld for sale 5,029 40,121 34,816 5,190 85,156 Less:cash,cash equivalents and restricted cash classifiedwithin assets held for sale at end of year 41 41 Cash,cash equivalents and
280、restricted cash at end of year 5,029 40,080 34,816 5,190 85,115 19Table of Contents For the Year Ended December 31,2021 Parent Other Subsidiaries Primary Beneficiaries of Consolidated Variable Interest Entities Consolidated Variable Interest Entities Eliminations Consolidated Total (RMB in millions)
281、Net cash provided by/(used in)operating activities (411)64,468 (23,349)1,593 42,301 Cash flows from investing activities (Increase)/decrease in short-term investments,net 3,357 (27,948)(28,500)(1,231)(54,322)Prepayments and investments in equity investees (6,356)(5,220)(11,576)Loans(provided to)/set
282、tled by internal companies (20,900)(72,034)(873)1,122 92,685 Cash paid for property,equipment,software and constructionin progress (8,900)(948)(4,582)(14,430)Other investing activities 3,147 1,157 368 (178)1,586 6,080 Net cash used in investing activities (14,396)(114,081)(29,953)(10,089)94,271 (74,
283、248)Cash flows from financing activities Capital injection from non-controlling interest shareholders 27,600 62 27,662 Increase/(decrease)in short-term borrowings,net (249)1,500 (100)1,151 Net proceeds from internal companies 19,778 61,190 11,717 (92,685)Repayment of unsecured senior notes (3,246)(3
284、,246)Other financing activities 62 (4,472)(68)(1,586)(6,064)Net cash provided by/(used in)financing activities (3,184)42,657 62,690 11,611 (94,271)19,503 Effect of exchange rate changes on cash,cash equivalents andrestricted cash (136)(1,362)(1,498)Net increase/(decrease)in cash,cash equivalents and
285、restricted cash (18,127)(8,318)9,388 3,115 (13,942)Cash,cash equivalents and restricted cash at beginning ofyear,including cash and cash equivalents classified withinassets held for sale 25,544 52,447 10,199 2,445 90,635 Less:cash,cash equivalents and restricted cash classifiedwithin assets held for
286、 sale at beginning of year 116 116 Cash,cash equivalents and restricted cash at beginning ofyear 25,544 52,331 10,199 2,445 90,519 Cash,cash equivalents and restricted cash at end of year 7,417 44,129 19,587 5,560 76,693 20Table of Contents For the Year Ended December 31,2020 Parent Other Subsidiari
287、es Primary Beneficiaries of Consolidated Variable Interest Entities Consolidated Variable Interest Entities Eliminations Consolidated Total (RMB in millions)Net cash provided by/(used in)operating activities (243)49,456 (16,581)9,912 42,544 Cash flows from investing activities Increase in short-term
288、 investments,net (3,421)(15,560)(14,933)(1,685)(35,599)Investment in subsidiaries (2,795)2,795 Prepayments and investments in equity investees (12,317)(4,622)(16,939)Loans(provided to)/settled by internal companies (13,421)(41,588)(1,924)306 56,627 Cash paid for property,equipment,software andconstr
289、uction in progress (6,293)(1,184)(3,442)(10,919)Other investing activities 40 11,161 (3,945)(1,610)5,646 Net cash used in investing activities (16,802)(64,597)(24,781)(11,053)59,422 (57,811)Cash flows from financing activities Proceeds from issuance of ordinary shares 31,342 31,342 Capital injection
290、 from controlling shareholder 795 2,000 (2,795)Capital injection from non-controlling interest shareholders 34,564 15 34,579 Increase in short-term borrowings,net (932)(884)(1,816)Net proceeds from internal companies 13,127 42,072 1,428 (56,627)Proceeds from unsecured senior notes 6,804 6,804 Other
291、financing activities 236 (173)100 163 Net cash provided by financing activities 38,382 47,381 42,072 2,659 (59,422)71,072 Effect of exchange rate changes on cash,cash equivalentsand restricted cash (2,369)(2,713)(5,082)Net increase in cash,cash equivalents and restricted cash 18,968 29,527 710 1,518
292、 50,723 Cash,cash equivalents and restricted cash at beginningof year 6,576 22,920 9,489 927 39,912 Cash,cash equivalents and restricted cash at end of year,including cash and cash equivalents classified withinassets held for sale 25,544 52,447 10,199 2,445 90,635 Less:cash,cash equivalents and rest
293、ricted cash classifiedwithin assets held for sale at end of year 116 116 Cash,cash equivalents and restricted cash at end of year 25,544 52,331 10,199 2,445 90,519 B.Capitalization and IndebtednessNot applicable.21Table of ContentsC.Reasons for the Offer and Use of ProceedsNot applicable.D.Risk Fact
294、orsRisks Related to Our BusinessIf we are unable to manage our growth or execute our strategies effectively,our business and prospects may be materially and adversely affected.Our business has continued to grow in recent years,and we expect continued growth in our business and revenues.We plan to fu
295、rther invest intechnologies,expand our fulfillment infrastructure and increase our product and service offerings.For example,in 2022,we recruited new employees inconnection with the expansion of our fulfillment infrastructure and strengthening of our supply chain-based technology and service capabil
296、ity.We willcontinue to invest resources in training,managing and motivating our workforce.We also plan to continue to build our warehouses and establish newfulfillment facilities in additional locations across China,including smaller,less developed areas.In addition,as we continue to increase our pr
297、oduct andservice offerings,we will need to work with a large number of new suppliers and third-party merchants efficiently and establish and maintain mutuallybeneficial relationships with our existing and new suppliers and third-party merchants.To support our growth,we also plan to implement a varie
298、ty ofnew and upgraded managerial,operating,financial and human resource systems,procedures and controls.All these efforts will require significantmanagerial,financial and human resources.We cannot assure you that we will be able to effectively manage our growth or to implement all thesesystems,proce
299、dures and control measures successfully or that our new business initiatives will be successful.If we are not able to manage our growth orexecute our strategies effectively,our expansion may not be successful and our business and prospects may be materially and adversely affected.We incurred net los
300、ses in the past and we may not be able to maintain profitability in the future.We had net income of RMB49,337 million,net loss of RMB4,467 million and net income of RMB9,691 million(US$1,407 million)in 2020,2021and 2022,respectively.We had retained earnings of RMB37,418 million,RMB33,805 million and
301、 RMB29,304 million(US$4,249 million)as ofDecember 31,2020,2021 and 2022,respectively.We cannot assure you that we will be able to generate net income in the future.Our ability to achieve and maintain profitability depends in largepart on our ability to increase our gross margin by obtaining more fav
302、orable terms from our suppliers as our business further grows in scale,managingour product mix,expanding our online marketplace and offering value-added services with higher margins.Accordingly,we intend to continue to investfor the foreseeable future in our technology platform and fulfillment infra
303、structure to support an even larger selection of products and to offer additionalvalue-added services.As a result of the foregoing,we may not be able to maintain our profitability in the future.If we are unable to provide superior customer experience,our business and reputation may be materially and
304、 adversely affected.The success of our business hinges on our ability to provide superior customer experience,which in turn depends on a variety of factors.Thesefactors include our ability to continue to offer authentic products at competitive prices,source products to respond to customer demands,ma
305、intain thequality of our products and services,attract and regulate third-party merchants on our online marketplace,and provide timely and reliable delivery,flexible payment options and superior after-sales service.We rely primarily on our own fulfillment infrastructure,and to a lesser extent on thi
306、rd-party couriers,to deliver our products.Interruptions orfailures in our delivery services or third-party couriers could prevent the timely or successful delivery of our products.These interruptions may be due tounforeseen events that are beyond our control or the control of our third-party courier
307、s,such as inclement weather,natural disasters,virus outbreaks,transportation disruptions or labor unrest.If our products are not delivered on time or are delivered in a damaged state,customers may refuse to acceptour products and have less confidence in our services.Furthermore,our own delivery pers
308、onnel and those of third-party couriers act on our behalf and,in most instances,interact with our customers personally.We maintain cooperation arrangements with a number of third-party couriers to deliver ourproducts to our customers in those areas not covered by our own fulfillment infrastructure a
309、nd for a portion of our bulky item deliveries,and we need toeffectively manage these third-party service providers to ensure the quality of customer services.We have in the past received customer complaints fromtime to time regarding our delivery and return and exchange services.In addition,we have
310、opened our fulfillment infrastructure by offering logisticsservices to third parties.If we are not able to manage our logistics services successfully,opening these services to third parties could divert the resourcesavailable to our retail business and affect customer experience.Any failure to provi
311、de high-quality delivery services to our customers may negativelyimpact the shopping experience of our customers,damage our reputation and cause us to lose customers.In certain instances,our customers may bereferred to our affiliates when using our services.Even though we do not necessarily have con
312、trol over these affiliates,any negative customer experienceassociated with them may adversely affect our brand and reputation.22Table of ContentsWe operate 24-7 customer service centers in Suqian,Yangzhou,Chengdu,Wuhan and Datong,handling all kinds of customer queries andcomplaints regarding our pro
313、ducts and services.As of December 31,2022,we had over 16,000 customer service representatives at these centers.Thereis no assurance that we will be able to maintain a low turnover rate of existing employees and provide sufficient training to new employees to meet ourstandards of customer service or
314、that an influx of less experienced personnel will not dilute the quality of our customer service.If our customer servicerepresentatives fail to provide satisfactory service,or if waiting times are too long due to the high volume of calls from customers at peak times,ourbrand and customer loyalty may
315、 be adversely affected.In addition,any negative publicity or poor feedback regarding our customer service may harmour brand and reputation and in turn cause us to lose customers and market share.Uncertainties relating to the growth and profitability of the retail industry in China in general,and the
316、 online retail industry in particular,couldadversely affect our business,prospects and results of operations.We generate the majority of our revenues from online retail.While online retail has existed in China since the 1990s,only recently have certainlarge online retail companies become profitable.
317、The long-term viability and prospects of various online retail business models in China remainrelatively untested.Our future results of operations will depend on numerous factors affecting the development of the online retail industry in China,which may be beyond our control.These factors include:th
318、e 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 tastesand preferences;the selection,price and po
319、pularity 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 purchas
320、es.A decline in the popularity of online shopping in general,or any failure by us to adapt our mobile apps and websites and to improve the onlineshopping experience of our customers in response to trends and consumer requirements,may adversely affect our net revenues and business prospects.Furthermo
321、re,the retail industry is very sensitive to macroeconomic changes,and retail purchases tend to decline during recessionary periods.Themajority of our net revenues are derived from retail sales in China.Many factors outside of our control,including inflation and deflation,currencyexchange rate fluctu
322、ation,volatility of stock and property markets,interest rates,tax rates and other government policies and unemployment rates canadversely affect consumer confidence and spending,which could in turn materially and adversely affect our growth and profitability.Unfavorabledevelopments in domestic and i
323、nternational politics,including military conflicts,political turmoil and social instability,may also adversely affectconsumer confidence and reduce spending,which could in turn materially and adversely affect our growth and profitability.Any harm to our JD brand or reputation may materially and adve
324、rsely affect our business and results of operations.We believe that the recognition and reputation of our JD(京东)brand among our customers,suppliers and third-party merchants have contributedsignificantly to the growth and success of our business.Maintaining and enhancing the recognition and reputati
325、on of our brand are critical to ourbusiness and competitiveness.Many factors,some of which are beyond our control,are important to maintaining and enhancing our brand.Thesefactors include our ability to:provide a compelling shopping experience to customers;maintain the popularity,attractiveness,dive
326、rsity,quality and authenticity of the products we offer;maintain the efficiency,reliability and quality of our fulfillment services;maintain or improve customers satisfaction with our after-sale services;23Table of Contents support third-party merchants to provide satisfactory customer experience th
327、rough our online marketplace;increase brand awareness through marketing and brand promotion activities;and preserve our reputation and goodwill in the event of any negative publicity,including those on customer service,customer and supplierrelationships,internet security,product quality,price or aut
328、henticity,or other issues affecting us or other online retail businesses in China.A public perception that non-authentic,counterfeit or defective goods are sold on our mobile apps and websites or that we or third-party serviceproviders do not provide satisfactory customer service,even if factually i
329、ncorrect or based on isolated incidents,could damage our reputation,diminishthe value of our brand,undermine the trust and credibility we have established and have a negative impact on our ability to attract new customers orretain our current customers.If we are unable to maintain our reputation,enh
330、ance 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 ourcustomer base,and our business and growth prospects may be materially and adver
331、sely affected.Any actual or alleged illegal activities by our employees(including our senior management)could subject us to liability or negative publicity.These activities may also affect our employees ability or willingness to continue to serve our company or dedicate their full time and efforts t
332、o ourcompany and negatively affect our brand and reputation,resulting in an adverse effect on our business,operating results and financial condition.If we are unable to offer products that attract purchases from new and existing customers,our business,financial condition and results ofoperations may
333、 be materially and adversely affected.Our future growth depends on our ability to continue to attract purchases from new customers and existing customers.Constantly changingconsumer preferences have affected and will continue to affect the retail industry,in particular the online retail industry.We must stay abreast ofemerging consumer preferences and anticipate product trends that will appeal to