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Risks Related to Our Business If we are unable to manage our growth or execute our strategies effectively, our business and prospects may be materially and adversely affected.Corporate Structure
Our business has continuedRisks and uncertainties relating to grow in recent years, and we expect continued growth in our business and revenues. We plan to further expand our technology platform and fulfillment infrastructure and increase our product and service offerings. For example, in 2019, we recruited new employees in connection with the expansion of our fulfillment infrastructure and additional research and development personnel to strengthen our supply chain-based technology and service capability, and we will continue to invest resources in training, managing and motivating our workforce. We also plan to continue to build our warehouses and establish new fulfillment facilities in additional locations across China, including smaller, less developed areas. In addition, as we continue to increase our product and service offerings, we will need to work with a large number of new suppliers and third-party merchants efficiently and establish and maintain mutually beneficial relationships with our existing and new suppliers and third-party merchants. To support our growth, we also plan to implement a variety of new and upgraded managerial, operating, financial and human resource systems, procedures and controls. All these efforts will require significant managerial, financial and human resources. We cannot assure you that we will be able to effectively manage our growth or to implement all these systems, procedures and control measures successfully or that our new business initiatives will be successful. If wecorporate structure include, but are not ablelimited to, manage our growth or execute our strategies effectively, our expansion may not be successful and our business and prospects may be materially and adversely affected.the following:
We incurred significant net lossesIf the PRC government deems that the contractual arrangements in relation to our variable interest entities do not comply with PRC regulatory restrictions on foreign investment in the past and we may not be able to maintain profitabilityrelevant industries, or if these regulations or the interpretation of existing regulations change in the future.
We incurred significant net lossesfuture, we could be subject to severe penalties or be forced to relinquish our interests in the past. We had net losses from continuing operations of RMB19 million and RMB2,801 million in 2017 and 2018, respectively, and had net income from continuing operations of RMB11,890 million (US$1,708 million) in 2019. We had accumulated deficits of RMB22,235 million, RMB24,038 million and RMB11,913 million (US$1,711 million) as of December 31, 2017, 2018 and 2019, respectively.those operations;
We cannot assure you that we will be able to continue to generate net profits in the future. Our ability to achieve and maintain profitability depends in large part on our ability to increase our gross margin by obtaining more favorable terms from our suppliers as our business further grows in scale, managing our product mix, expanding our online marketplace and offering value-added services with higher margins. Accordingly, we intend to continue to invest for the foreseeable future in our technology platform and fulfillment infrastructure to support an even larger selection of products and to offer additional value-added services. As a result of the foregoing, we may not be able to maintain our profitability in the future.
If we are unable to provide superior customer experience, our business and reputation may be materially and 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. These factors include our ability to continue to offer authentic products at competitive prices, source products to respond to customer demands, maintain the quality 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 contracted third-party couriers, to deliver our products. Interruptions or failures in our delivery services or contracted third-party couriers could prevent the timely or successful delivery of our products. These interruptions may be due to unforeseen events that are beyond our control or the control of our third-party couriers, 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 accept our products and have less confidence in our services. Furthermore, our own delivery personnel and those of contracted third-party couriers act on our behalf and, in most instances, interactcontractual arrangements with our customers personally. We maintain cooperation arrangements with a number of third-party couriers to deliver our products to our customers in those areas not covered by our own fulfillment infrastructurevariable interest entities and their shareholders for a portion of our bulky item deliveries, and we need to effectively manage these third-party service providers to ensure the quality of customer services. We have in the past received customer complaints from time to time regarding our delivery and return and exchange services. In addition, we have opened our fulfillment infrastructure by offering logistics services to third parties. If we are not able to manage our logistics services successfully, opening these services to third parties could divert the resources available to our retail business and affect customer experience. Any failure to provide high-quality delivery services to our customers may negatively impact the shopping experience of our customers, damage our reputation and cause us to lose customers. In certain instances, our customers may be referred to our affiliates when using our services. Even though we do not necessarily have control over these affiliates, any negative customer experience associated with them may adversely affect our brand and reputation. We operate three24-7
customer service centers in Suqian and Yangzhou, Jiangsu Province, and Chengdu, Sichuan Province, handling all kinds of customer queries and complaints regarding our products and services. As of December 31, 2019, we had over 10,000 customer service representatives at these three centers. There is 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 our standards of customer service or that an influx of less experienced personnel will not dilute the quality of our customer service. If our customer service representatives fail to provide satisfactory service, or if waiting times are too long due to the high volume of calls from customers at peak times, our brand and customer loyalty may be adversely affected. In addition, any negative publicity or poor feedback regarding our customer service may harm our 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 online retail industry in particular, could adversely affect our revenues and business prospects.
We generate the majority of our revenues from online retail. While online retail has existed in China since the 1990s, only recently have certain large online retail companies become profitable. The long-term viability and prospects of various online retail business models in China remain relatively untested. Our future results of operations, will depend on numerous factors affecting the development of the online retail industry in China, which may not be beyond our control. These factors include:as effective as direct ownership in providing operational control;
the growth of internet, broadband, personal computerAny failure by our variable interest entities or their shareholders to perform their obligations under our contractual arrangements with them would have a material and mobile penetrationadverse effect on our business; and usage in China, and the rate of any such growth; the trust and confidence level of online retail consumers in China, as well as changes in customer demographics and consumer tastes and preferences;
the selection, price and popularity of products as well as promotions that we and our competitors offer online;
whether alternative retail channels or business models that better address the needs of consumers emerge in China; and
the development of fulfillment, payment and other ancillary services associated with online purchases.
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 online shopping experience
The shareholders of our customers in response to trends and consumer requirements,variable interest entities may adversely affect our net revenues and business prospects. Furthermore, the retail industry is very sensitive to macroeconomic changes, and retail purchases tend to decline during recessionary periods. The majorityhave potential conflicts of our net revenues are derived from retail sales in China. Many factors outside of our control, including inflation and deflation, currency exchange rate fluctuation, volatility of stock and property markets, interest rates, tax rates and other government policies and unemployment rates can adversely affect consumer confidence and spending,with us, which could in turn materially and adversely affect our growth and profitability. Unfavorable developments in domestic and international politics, including military conflicts, political turmoil and social instability, may also adversely affect consumer confidence and reduce spending, which could in turn materially and adversely affect our growth and profitability.
Any harm to our JD brand or reputation may materially and adversely affect our business and results of operations.financial condition.
Risks Related to Doing Business in China We believe that the recognition and reputation of our JD (京东
) brand among our customers, suppliers and third-party merchants have contributed significantlyare also subject to the growth and success of our business. Maintaining and enhancing the recognition and reputation of our brand are critical to our business and competitiveness. Many factors, some of which are beyond our control, are important to maintaining and enhancing our brand. These factors include our ability to:provide a compelling shopping experience to customers;
maintain the popularity, attractiveness, diversity, 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;
support third-party merchants to provide satisfactory customer experience through 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 supplier relationships, internet security, product quality, price or authenticity, or other issues affecting us or other online retail businesses in China.
A public perception thatnon-authentic,
counterfeit or defective goods are sold on our mobile apps and websites or that we or third-party service providers do not provide satisfactory customer service, even if factually incorrect or based on isolated incidents, could damage our reputation, diminish the value of our brand, undermine the trust and credibility we have established and have a negative impact on our ability to attract new customers or retain our current customers. If we are unable to maintain our reputation, enhance our brand recognition or increase positive awareness of our websites, products and services, as well as products sold by third-party merchants through our online marketplace, it may be difficult to maintain and grow our customer base, and our business and growth prospects may be materially and adversely affected.
If we are unable to offer products that attract purchases from new and existing customers, our business, financial condition and results of operations may be materially and adversely affected.
Our future growth depends on our ability to continue to attract purchases from new customers and existing customers. Constantly changing consumer preferences have affected and will continue to affect the retail industry, in particular the online retail industry. We must stay abreast of emerging consumer preferences and anticipate product trends that will appeal to existing and potential customers. We have been making progress in leveraging artificial intelligence, or AI, technologies to generate personalized recommendations to customers for products in which they may be interested. Each product page typically has recommendations of similar products or other products that are often purchased together with that product. In addition, our mobile apps and websites make recommendations to customers according to a comprehensive dataset compiled based on customers’ shopping behavior. Our ability to make individually tailored recommendations is dependent on our business intelligence system, which tracks, collects and analyzes our users’ browsing and purchasing behavior, to provide accurate and reliable information. Our customers choose to purchase products on our mobile apps and websites due in part to the attractive prices that we offer, and they may choose to shop elsewhere if we cannot match the prices offered by other websites or by physical stores, or if we cannot maintain a steady supply of products they desire. If our customers cannot find their desired products on our mobile apps and websites at attractive prices, they may lose interest in us and visit our mobile apps and websites less frequently or even stop visiting our mobile apps and websites altogether, which in turn may materially and adversely affect our business, financial condition and results of operations.
We plan to further expand our fulfillment infrastructure. If we are unable to manage such expansion successfully, our business prospects and results of operations may be materially and adversely affected.
We believe that our own nationwide fulfillment infrastructure, consisting of strategically located warehouses and delivery and pickup stations, is essential to our success. As of December 31, 2019, we operated regional fulfillment centers in seven major cities, front distribution centers in 28 cities and other additional warehouses in 54 cities in China.Our comprehensive fulfillment facilities covered almost all the counties and districts across China, and we had 175,954 warehouse and delivery personnel as of December 31, 2019. We are constructing our warehouses to increase our storage capacity and to restructure and reorganize our fulfillment workflow and processes. In April 2017, we opened up our fulfillment infrastructure to third-parties and established a new business group, JD Logistics, to provide integrated supply chain and logistics services to third-party businesses across a wide range of industries. JD Logistics provides these businesses with comprehensive supply chain solutions, including warehousing, transportation, delivery and after-sales service. In October 2018, JD Logistics opened up its leading logistics network to consumers, offering parcel delivery service to users in certain regions. Leveraging our extensive delivery network, users in these areas can conveniently send items intra-city and throughout most of mainland China with our same fast and reliable delivery service. In April 2019, JD Logistics introduced its new cold chain service which utilizes idle capacity in the industry to offer cold chain transport services. Combined with JD Logistics’s previously launched cold chain services, it has formed aone-stop
shop from Factory to Business to Customer (F2B2C) cold chain delivery system to meet the service demands of manufacturers, third-party merchants, and consumers. JD Logistics has experienced rapid growth since its inception. However, the increase in demand for our logistics services may result in additional challenges in operating our fulfillment infrastructure. For example, increasing volume of parcels may cause delay for our delivery services, or we may be required to make significant capital expenditure to further expand our existing fulfillment facilities to handle the increasing orders both from our online marketplace and from third-party businesses. In addition, the development of logistics business is capital intensive. To address such capital requirement, in February 2018, we entered into definitive agreements with third-party investors for the financing of JD Logistics. We raised a total amount of US$2.5 billion from third-party investors, who owned an aggregate of approximately 19% stake in JD Logistics on a fully diluted basis upon the completion of the transaction and we have remained as the controlling shareholder of JD Logistics. Despite such arrangement and capital injection, JD Logistics may require additional capital resources due to further developments or changed business conditions. JD Logistics may seek to obtain a credit facility or sell additional equity or debt securities. The sale of additional equity securities could result in dilution of our equity stake in JD Logistics, and the investors may have a strategy or objective different from ours with respect to JD Logistics or impose conditions that could restrict the operations of JD Logistics. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financial covenants that would restrict its operations. It is uncertain whether financing will be available in amounts or on terms acceptable, if at all. In addition, JD Logistics may from time to time need to adjust certain elements of its operations in response to evolving economic conditions and business needs. These adjustments, however, may not be sufficient to allow JD Logistics to address the various challenges it faces or improve its results of operations and financial performance as expected. Furthermore, if the compensation package offered is not competitive in the market, JD Logistics may not be able to provide sufficient incentives to or maintain stable and dedicated warehousing, delivery personnel and other labor support, which may result in disruption to or delay in its delivery services. Any failure to address these risks and uncertainties could materially and adversely affect JD Logistics’ results of operations and financial performance and its prospects of achieving profitability, which could have a material adverse impact on ourrelating to doing business development, financial conditions and results of operations.
We also plan to continue the establishment of fulfillment facilities at additional locations, including those smaller and less developed areas, to further enhance our ability to deliver products to customers directly ourselves. As we continue to add fulfillment and warehouse capability and expand our reach to those smaller, less-developed areas, our fulfillment network becomes increasingly complex and challenging to operate. We cannot assure you that we will be able to acquire land use rights and set up warehouses, or lease suitable facilities for the delivery stations, on commercially acceptable terms or at all. Moreover, the order density in those smaller, less developed areas may not be sufficient to allow us to operate our own delivery network in a cost-efficient manner. We may not be able to recruit a sufficient number of qualified employees in connection with the expansion of our fulfillment infrastructure. In addition, the expansion of our fulfillment infrastructure may strain our managerial, financial, operational and other resources. If we fail to manage such expansion successfully, our growth potential, business and results of operations may be materially and adversely affected. Even if we manage the expansion of our fulfillment infrastructure successfully, it may not give us the competitive advantage that we expect if improved third-party fulfillment services become widely available at reasonable prices to retailers in China.
We face intense competition. We may not be able to maintain or may lose market share and customers if we fail to compete effectively.
The retail industry in China in particulargeneral, including, but are not limited to, the online retail industry, is intensely competitive. We compete for customers, orders, products and third-party merchants. Our currentfollowing:
Changes in China’s or potential competitors include majore-commerce
companies in China that offer a wide range of general merchandise product categories, major traditional retailers in China that are moving into online retailing, online retail companies in China focused on specific product categories, and physical retail stores includingbig-box
stores that also aim to offer aone-stop
shopping experience. See “Item 4.B. Information on the Company—Business Overview—Competition.” In addition, new and enhanced technologies may increase the competition in the retail industry. New competitive business models may appear, for example based on new forms of social mediaglobal economic, political or social commerce. Increased competition may reduce our margins and market share and impact brand recognition, or result in significant losses. When we set prices, we have to consider how competitors have set prices for the same or similar products. When they cut prices or offer additional benefits to compete with us, we may have to lower our own prices or offer additional benefits or risk losing market share, either of which could harm our financial condition and results of operations.
Some of our current or future competitors may have longer operating histories, greater brand recognition, better supplier relationships, larger customer bases, higher penetration in certain regions or greater financial, technical or marketing resources than we do. Those smaller companies or new entrants may be acquired by, receive investment from or enter into strategic relationships with well-established and well-financed companies or investors which would help enhance their competitive positions. Some of our competitors may be able to secure more favorable terms from suppliers, devote greater resources to marketing and promotional campaigns, adopt more aggressive pricing or inventory policies and devote substantially more resources to their websites, mobile apps and systems development than us. We cannot assure you that we will be able to compete successfully against current or future competitors, and competitive pressures may have a material and adverse effect on our business, financial condition and results of operations.
Our expansion into new product categories and substantial increase in the number of products may expose us to new challenges and more risks.
In recent years, we have expanded our product offerings to include a wide range of products including apparel and footwear, bags, jewelry, household goods, cosmetics, personal care products, baby and maternity products, food and beverages, fresh produce, fitness equipment, autoparts, nutritional supplements, and books and virtual goods. Expansion into diverse new product categories and substantially increased number of products and stock keeping units involves new risks and challenges. Our lack of familiarity with these products and lack of relevant customer data relating to these products may make it more difficult for us to anticipate customer demand and preferences. We may misjudge customer demand, resulting in inventory buildup and possible inventory write-down. It may also make it more difficult for us to inspect and control quality and ensure proper handling, storage and delivery. We may experience higher return rates on new products, receive more customer complaints about them and face costly product liability claims as a result of selling them, which would harm our brand and reputation as well as our financial performance. Furthermore, we may not have much purchasing power in new categories of products and we may not be able to negotiate favorable terms with suppliers. We may need to price aggressively to gain market share or remain competitive in new categories. It may be difficult for us to achieve profitability in the new product categories and our profit margin, if any, may be lower than we anticipate, which would adversely affect our overall profitability and results of operations. We cannot assure you that we will be able to recoup our investments in introducing these new product categories.
If we fail to manage our inventory effectively, our results of operations, financial condition and liquidity may be materially and adversely affected.
Our scale and business model require us to manage a large volume of inventory effectively. We depend on our demand forecasts for various kinds of products to make purchase decisions and to manage our inventory. Demand for products, however, can change significantly between the time inventory is ordered and the date by which we target to sell it. Demand may be affected by seasonality, new product launches, changes in product cycles and pricing, product defects, changes in consumer spending patterns, changes in consumer tastes with respect to our products and other factors, and our customers may not order products in the quantities that we expect. In addition, when we begin selling a new product, it may be difficult to establish supplier relationships, determine appropriate product selection, and accurately forecast demand. The acquisition of certain types of inventory may require significant lead time and prepayment, and they may not be returnable.
Our net inventories have increased significantly in recent periods, from RMB41,700 million as of December 31, 2017, to RMB44,030 million as of December 31, 2018 and further to RMB57,932 million (US$8,321 million) as of December 31, 2019. Our annual inventory turnover days were 38.9 days in 2017, 38.7 days in 2018 and 35.8 days in 2019. Annual inventory turnover days are the quotient of average inventory over the immediately preceding five quarters, up to and including the last quarter of the annual period, to cost of revenues of retail business for that annual period, and then multiplied by 360 days. As we plan to continue expanding our product offerings, we expect to include more products in our inventory, which will make it more challenging for us to manage our inventory effectively and will put more pressure on our warehousing system.
If we fail to manage our inventory effectively, we may be subject to a heightened risk of inventory obsolescence, a decline in inventory values, and significant inventory write-downs or write-offs. In addition, we may be required to lower sale prices in order to reduce inventory level, which may lead to lower gross margins. High inventory levels may also require us to commit substantial capital resources, preventing us from using that capital for other important purposes. Any of the above may materially and adversely affect our results of operations and financial condition.
On the other hand, if we underestimate demand for our products, or if our suppliers fail to supply quality products in a timely manner, we may experience inventory shortages, which might result in missed sales, diminished brand loyalty and lost revenues, any of which could harm our business and reputation.
We may not be able to sustain our historical growth rates.
We have experienced rapid growth since we commenced our online retail business in 2004. However, there is no assurance that we will be able to maintain our historical growth rates in future periods. Our revenue growth may slow or our revenues may decline for any number of possible reasons, such as decreased consumer spending, increased competition, slowdown in the growth or contraction of the retail or online retail industry in China, fulfillment bottlenecks, emergence of alternative business models, changes in government policies or general economic conditions and natural disasters or virus outbreaks. If our growth rate declines, investors’ perceptions of our business and business prospects may be adversely affected and the market price of our ADSs could decline.
If we are unable to conduct our marketing activities cost-effectively, our results of operations and financial condition may be materially and adversely affected.
We have incurred significant expenses on a variety of different marketing and brand promotion efforts designed to enhance our brand recognition and increase sales of our products. Our brand promotion and marketing activities may not be well received by customers and may not result in the levels of product sales that we anticipate. We incurred RMB14,918 million, RMB19,237 million and RMB22,234 million (US$3,194 million) of marketing expenses in 2017, 2018 and 2019, respectively. Marketing approaches and tools in the consumer products market in China are evolving. This further requires us to enhance our marketing approaches and experiment with new marketing methods to keep pace with industry developments and customer preferences. Failure to refine our existing marketing approaches or to introduce new marketing approaches in a cost-effective manner could reduce our market share, cause our net revenues to decline and negatively impact our profitability.
If we fail to manage and expand our relationships with suppliers, or otherwise fail to procure products on favorable terms, our business and growth prospects may suffer.
We source products from third-party suppliers for our retail business. We had over 24,000 suppliers as of December 31, 2019. Our suppliers include domestic and cross-border manufacturers, distributors and resellers. Maintaining strong relationships with these suppliers is important to the growth of our business. In particular, we depend significantly on our ability to procure products from suppliers on favorable pricing terms. We typically enter intoone-year
framework agreements with suppliers on an annual basis, and these framework agreements do not ensure the availability of products or the continuation of particular pricing practices or payment terms beyond the end of the contractual term. In addition, our agreements with suppliers typically do not restrict the suppliers from selling products to other buyers. We cannot assure you that our current suppliers will continue to sell products to us on commercially acceptable terms, or at all, after the term of the current agreement expires. Even if we maintain good relationships with our suppliers, their ability to supply products to us in sufficient quantity and at competitive prices may be adversely affected by economic conditions, labor actions, regulatory or legal decisions, customs and import restrictions, natural disasters or other causes. In the event that we are not able to purchase merchandise at favorable prices, our revenues and cost of revenues may be materially and adversely affected. In the event any distributor or reseller does not have authority from the relevant manufacturer to sell certain products to us, such distributor or reseller may cease selling such products to us at any time. In addition, our annual accounts payable turnover days for retail business were 60.3 days in 2017, 60.2 days in 2018 and 54.5 days in 2019. Annual accounts payable turnover days are the quotient of average accounts payable for retail business over the immediately preceding five quarters, up to and including the last quarter of the annual period, to cost of revenues of retail business for that annual period, and then multiplied by 360 days. If our suppliers cease to provide us with favorable payment terms, our requirements for working capital may increase and our operations may be materially and adversely affected. We will also need to establish new supplier relationships to ensure that we have access to a steady supply of products on favorable commercial terms. If we are unable to develop and maintain good relationships with suppliers that would allow us to obtain a sufficient amount and variety of authentic and quality merchandise on acceptable commercial terms, it may inhibit our ability to offer sufficient products sought by our customers, or to offer these products at competitive prices. Any adverse developments in our relationships with suppliers could materially and adversely affect our business and growth prospects. Any disputes with suppliers could adversely affect our reputation and subject us to damages and negative publicity. In addition, as part of our growth strategy, we plan to further expand our product offerings. If we fail to attract new suppliers to sell their products to us due to any reason, our business and growth prospects may be materially and adversely affected.Any interruption in the operation of our regional fulfillment centers, front distribution centers, other additional warehouses, delivery stations or pickup stations for an extended period may have an adverse impact on our business.
Our ability to process and fulfill orders accurately and provide high-quality customer service depends on the smooth operation of our regional fulfillment centers, front distribution centers, other additional warehouses, and our delivery and pickup stations. Our fulfillment infrastructure may be vulnerable to damage caused by fire, flood, power outage, telecommunications failure,break-ins,
earthquake, human error and other events. If any of our regional fulfillment centers were to operate at a lower capacity or rendered incapable of operations, then we may be unable to fulfill any orders in a timely manner or at all in any of the provinces that rely on that center. For example, business operations at our fulfillment centers could be disrupted if any of our employees working therein are suspected of being infected with a novel strain of coronavirus(“COVID-19”),
since it could require our employees to be quarantined and/or our offices to be disinfected. In addition, those events that could damage our fulfillment infrastructure, such as fire and flood, may also result in damages to our inventory stored in or delivered through our fulfillment infrastructure, and in such event, we would incur losses as a result. We do not carry business interruption insurance other than in connection with the fixed business premises of our 7FRESH business, and the occurrence of any of the foregoing risks could have a material adverse effect on our business, prospects, financial condition and results of operations.
We may not be able to recoup the investments we make to expand and upgrade our fulfillment and technology capabilities.
We have invested significant resources in expanding and will continue to expand our fulfillment infrastructure and upgrade our technology platform. In connection with our expansion of our fulfillment infrastructure, we had paid an aggregate of approximately RMB18.0 billion (US$2.6 billion) for the acquisition of land use rights, building of warehouses and purchase of warehousing equipment as of December 31, 2019. We sold certain of our development properties and received proceeds of RMB7.9 billion (US$1.1 billion) in 2019. We seek to realize development profits and recycle capital from mature properties to fund new developments and scale the business. This initiative, however, may not always be successful. See “Item 4. Information on the Company—A. History and Development of the Company” for further information. We also paid significant amounts for upgrading our technology platform during the same periods. We expect to continue to invest in our fulfillment and technology capabilities for a number of years. We also intend to continue to add resources to our fulfillment infrastructure and upgrade our technology platform as we focus on expanding our product selection and offering new services. We are likely to recognize the costs associated with these investments earlier than some of the anticipated benefits, and the return on these investments may be lower, or may develop more slowly, than we expect. We may not be able to recover our capital expenditures or investments, in part or in full, or the recovery of these capital expenditures or investments may take longer than expected. As a result, the carrying value of the related assets may be subject to an impairment charge, which could adversely affect our financial condition and results of operation.
Moreover, our heavy investment in building our own fulfillment infrastructure may put us at a competitive disadvantage against those competitors who primarily rely on third-party fulfillment services and focus their investment on improving other aspects of their businesses. We have designed our own fulfillment infrastructure to satisfy our business and operation requirements and to accommodate our fast growth, but there is no guarantee that we will be successful in meeting our objectives or that our own fulfillment structure will function more effectively and efficiently than third-party solutions.
We use third-party couriers to deliver some orders, and our third-party merchants use couriers to deliver a significant number of orders. If these couriers fail to provide reliable delivery services, our business and reputation may be materially and adversely affected.
We maintain cooperation arrangements with a number of third-party couriers (including Dada Nexus Limited, or Dada Group, a leading platform of localon-demand
retail and delivery in China) to deliver our products to our customers in those areas not covered by our own fulfillment infrastructure, particularly in smaller and less developed areas. We may also use third-party service providers to ship products from our regional fulfillment centers or front distribution centers to delivery stations or to deliver bulky item products. Third-party merchants also use third-party couriers if they do not make use of our delivery services. Interruptions to or failures in these third parties’ delivery services could prevent the timely or proper delivery of our products to customers. These interruptions may be due to events that are beyond our control or the control of these delivery companies, such as inclement weather, natural disasters, virus outbreaks, transportation disruptions or labor unrest. In addition, if our third-party couriers fail to comply with applicable rules and regulations in China, our delivery services may be materially and adversely affected. We may not be able to find alternative delivery companies to provide delivery services in a timely and reliable manner, or at all. Delivery of our products could also be affected or interrupted by the merger, acquisition, insolvency or government shut-down of the delivery companies we engage to make deliveries, especially those local companies with relatively small business scales. If our products are not delivered in proper condition or on a timely basis, our business and reputation may be materially and adversely affected.
Our online marketplace is subject to risks associated with third-party merchants.
As of December 31, 2019, there were over 270,000 third-party merchants on our online marketplace.We do not have as much control over the storage and delivery of products sold on our online marketplace as we do over the products that we sell directly ourselves. Many of our third-party merchants use their own facilities to store their products, and many of them use their own or third-party delivery systems to deliver their products to our customers, which makes it more difficult for us to ensure that our customers get the same high quality service for all products sold on our mobile apps and websites. If any third-party merchant does not control the quality of the products that it sells on our mobile apps and websites, fails to timely deliver the products to customers, delivers products that are faulty or materially different from description, sells counterfeit or unlicensed products, or sells products without licenses or permits as required by the relevant laws and regulations even though we have requested such licenses or permits in our standard form contract with the third-party merchant, the reputation of our online marketplace and our JD brand may be materially and adversely affected and we could face claims to hold us liable for the losses. Moreover, despite our efforts to prevent it, some products sold on our online marketplace may compete with the products we sell directly, which may cannibalize our online retail. In addition, the supplier relationships, customer acquisition dynamics and other requirements for our online marketplace may not be the same as those for our online retail operations, which may complicate the management of our business. In order for our online marketplace to be successful, we must continue to identify and attract third-party merchants, and we may not be successful in this regard.Failure to deal effectively with any fictitious transactions or other fraudulent conduct would materially and adversely affect our business, financial condition and results of operations.
We may face risks with respect to fraudulent activities on our online marketplace. Although we have implemented various measures to detect and reduce the occurrence of fraudulent activities on our marketplace, there can be no assurance that such measures will be effective in combating fraudulent transactions or improving overall satisfaction among third-party merchants and customers. In addition to fraudulent transactions with legitimate customers, sellers may also engage in fictitious or “phantom” transactions with themselves or collaborators in order to artificially inflate their own ratings on our online marketplace, reputation and search results rankings. This activity may harm other sellers by enabling the perpetrating seller to be favored over legitimate sellers, and may harm our customers by deceiving them into believing that a seller is more reliable or trusted than the seller actually is. This activity may also result in inflated transaction volume from our online marketplace. Moreover, illegal, fraudulent or collusive activities by our employees, such as fraud, bribery or corruption, could also subject us to liability or negative publicity or cause losses. Although we have internal controls and policies with regard to the review and approval of sales activities and other relevant matters, we cannot assure you that such controls and policies will prevent fraud or illegal activity by our employees. Negative publicity and user sentiment generated as a result of actual or alleged fraudulent or deceptive conduct on our platform or by our employees would severely diminish consumer confidence in us, reduce our ability to attract new or retain current third-party merchants and customers, damage our reputation and diminish the value of our brand names, and materially and adversely affect our business, financial condition and results of operations.
Strategic alliances, investments or acquisitions may have a material and adverse effect on our business, reputation, results of operations and financial condition.
We may enter into strategic alliances with various third parties to further our business purposes from time to time. Strategic alliances with third parties could subject us to a number of risks, including risks associated with sharing proprietary information,non-performance
by the counterparty, and an increase in expenses incurred in establishing new strategic alliances, any of which may materially and adversely affect our business. We may have little ability to control or monitor their actions. To the extent the third parties suffer negative publicity or harm to their reputations from events relating to their business, we may also suffer negative publicity or harm to our reputation by virtue of our association with such third parties.In addition, we have in the past invested in or acquired additional assets, technologies or businesses that are complementary to our existing business, such as our investments in Bitauto Holdings Limited, or Bitauto, an NYSE-listed provider of internet content and marketing services for China’s fast-growing automotive industry, Yixin Group Limited, or Yixin, a HKEx-listed company that operates a leading online automobile retail transaction platform and subsidiary of Bitauto, and Dada Group, a leading platform of localon-demand
retail and delivery in China, our acquisition of Yihaodian marketplace platform assets fromWal-Mart
Stores, Inc., or Walmart, an NYSE-listed company, including the Yihaodian brand, mobile apps and websites, and our investments in Yonghui Superstores Co., Ltd., or Yonghui, a company listed on the Shanghai Stock Exchange and a leading hypermarket and supermarket operator in China, Farfetch.com Limited, or Farfetch, an NYSE-listed leading globale-commerce
platform for the fashion industry, China United Network Communications Limited, or China Unicom, a company listed on the Shanghai Stock Exchange and a Chinese telecommunications operator, Vipshop Holdings Limited, or Vipshop, an NYSE-listed online discount retailer for brands in China, Dalian Wanda Commercial Properties Co., Ltd., or Wanda Commercial Properties, a leading developer, owner and operator of commercial properties in China, Jiangsu Five Star Appliance Co., Ltd., or Jiangsu Five Star, one of the leading offline retailers of home appliances and consumer electronics in China, and AiHuiShou International Co. Ltd., or AiHuiShou, an online second-hand consumer electronics trading platform. See “Item 4. Information on the Company—A. History and Development of the Company—Our Major Investments.” We expect to continue to evaluate and consider a wide array of potential strategic transactions as part of our overall business strategy, including business combinations, acquisitions and dispositions of businesses, technologies, services, products and other assets, as well as strategic investments, joint ventures and alliances.
If we are presented with appropriate opportunities, we may continue to do so in the future. Investments or acquisitions and the subsequent integration of new assets and businesses into our own would require significant attention from our management and could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our business operations. The costs of identifying and consummating investments and acquisitions may be significant. We may also incur significant expenses in obtaining necessary approvals from relevant government authorities in China and elsewhere in the world. In addition, investments and acquisitions could result in the use of substantial amounts of cash, potentially dilutive issuances of equity securities and exposure to potential unknown liabilities of the acquired business. The cost and duration of integrating newly acquired businesses could also materially exceed our expectations. Any such negative developments could have a material adverse effect on our business, financial condition and results of operations.
Our financial results could be adversely affected by our investments or acquisitions. The investments and acquired assets or businesses may not generate the financial results we expect. They could result in occurrence of significant investments and goodwill impairment charges, and amortization expenses for other intangible assets. As of December 31, 2019, we had net intangible assets of RMB4.1 billion (US$0.6 billion) and goodwill of RMB6.6 billion (US$1.0 billion). In the event that a decline in fair value below the carrying value of our equity method investments is other-than-temporary, or the carrying amount of a reporting unit to which goodwill is allocated exceeds its fair value, we may have to record actual or potential impairment charges of investments in equity investees or intangible assets and goodwill recorded in connection with invested businesses. See “Item 5. Operating and Financial Review and Prospects — Critical Accounting Policies — Investment in Equity Investees.” Moreover, we share the results of the investments which we account for as equity method investments, although we have no control on the factors and risks that affect their business, results of operations and financial condition. In 2019, our share of results of equity investees was a loss of RMB1.7 billion (US$0.2 billion), primarily attributable to losses picked up and the impairment recognized from our equity method investments. If the investments that we account for using the equity method were in a loss position, we would pick up their loss in our consolidated statement of operations. When our share of losses in the equity investees equals or exceeds our interest in the equity investees, we do not recognize further losses, unless we have incurred obligations or made payments or guarantees on behalf of the equity investees or unless we have other investments in the equity investees. We may continue to incur impairment charges in connection with our investments or acquisitions and pick up the losses by our equity investments, which could depress our profitability and have a material adverse impact on our financial results. In addition, changes in accounting principles relating to recognition and measurement of our investments may have a significant impact on our financial results. For instance, in January 2016, the Financial Accounting Standards Board, or the FASB, issued ASU2016-01,
“Financial Instruments — Overall (Subtopic825-10)
— Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU2016-01
amends various aspects of the recognition, measurement, presentation, and disclosure for financial instruments. With the adoption of ASU2016-01
beginning January 1, 2018, we measure long-term investments other than equity method investments at fair value through earnings, which could vary significantly quarter to quarter. For investments without readily determinable fair values, we elect to record these investments at cost, less impairment, and plus or minus subsequent adjustments for observable price changes. The adoption of ASU2016-01
has had a significant impact on our earnings, and we recorded a loss of RMB1.5 billion, and a gain of RMB3.5 billion (US$0.5 billion) resulting from the fair value change in long-term investments in 2018 and 2019, respectively.These and other risks could also lead to negative publicity, litigation, government inquiries, investigations or actions against the companies we invest in or acquire, or even against our other businesses, and may force us to incur significant additional expenses and allocate significant management and human resources to rectify or improve these companies’ corporate governance standards or internal controls and systems.
We may be subject to legal, regulatory and/or administrative proceedings.
We may be subject to litigation and regulatory proceedings inside and outside China relating to third-party and principal intellectual property infringement claims, contract disputes involving third-party merchants and consumers on our platforms, consumer protection claims, claims relating to data and privacy protection, employment related cases, cross-border payment and settlement disputes and other matters in the ordinary course of our business. As we routinely enter into business contracts with our suppliers, third-party merchants and consumers on our platform, we have been and may continue to be involved in legal proceedings arising from contract disputes, including being named as a co-defendant in lawsuits filed against our suppliers by third parties. For example, between July and August 2019, two lawsuits were filed against us involving claims in an aggregate amount of approximately RMB2.5 billion, plus damages due to late payments as well as litigation related expenses. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings” for more details. We believe these lawsuits are without merit and we are defending ourselves vigorously. However, there is uncertainty regarding the timing or ultimate resolution of these two lawsuits and the other legal proceedings in which we are involved. We anticipate that we will continue to be subject to legal, regulatory and/or administrative proceedings in the future incidental to our ordinary course of business. There can be no assurance that we will be able to prevail in our defense or reverse any unfavorable judgment, ruling or decision against us. In addition, we may decide to enter into settlements that may adversely affect our results of operations and financial condition.
As our digital economy expands, including across jurisdictions and through the addition of new businesses, we may encounter a variety of these claims, including those brought against us pursuant to anti-monopoly or unfair competitions laws or involving higher amounts of alleged damages. Laws, rules and regulations may vary in their scope and overseas laws and regulations may impose requirements that are more stringent than, or which conflict with, those in China. We have acquired and may acquire companies that may become subject to litigation, as well as regulatory proceedings. In addition, in connection with litigation or regulatory proceedings we may be subject to in various jurisdictions, we may be prohibited by laws, regulations or government authorities in one jurisdiction from complying with subpoenas, orders or other requests from courts or regulators of other jurisdictions, including those relating to data held in or with respect to persons in these jurisdictions. Our failure or inability to comply with the subpoenas, orders or requests could subject us to fines, penalties or other legal liability, which could have a material adverse effect on our reputation, business, results of operations and the trading price of our ADSs.
As a publicly-listed company, we may face additional exposure to claims and lawsuits inside and outside China, including securities law class actions. We will need to defend against these lawsuits, including any appeals should our initial defense be successful. The litigation process may utilize a material portion of our cash resources and divert management’s attention away from theday-to-day
operations of our company, all of which could harm our business. There can be no assurance that we will prevail in any of these cases, and any adverse outcome of these cases could have a material adverse effect on our reputation, business and results of operations. In addition, although we have obtained directors’ and officers’ liability insurance, the insurance coverage may not be adequate to cover our obligations to indemnify our directors and officers, fund a settlement of litigation in excess of insurance coverage or pay an adverse judgment in litigation. Our directors and executive officers may also face litigation or proceedings (including securities class action) unrelated to their respective capacity as a director or executive officer of our company, and such litigation or proceedings may adversely affect our public image and reputation.
The existence of litigation, claims, investigations and proceedings may harm our reputation, limit our ability to conduct our business in the affected areas and adversely affect the trading price of our ADSs. The outcome of any claims, investigations and proceedings is inherently uncertain, and in any event defending against these claims could be both costly and time-consuming, and could significantly divert the efforts and resources of our management and other personnel. An adverse determination in any litigation, investigation or proceeding could cause us to pay damages, incur legal and other costs, limit our ability to conduct business or require us to change the manner in which we operate.
Our success depends on the continuing and collaborative efforts of our management team, and our business may be severely disrupted if we lose their services.
Our success heavily depends upon the continued services of our management. In particular, we rely on the expertise and experience of Mr. Richard Qiangdong Liu, our chairman and chief executive officer, and other executive officers. If one or more of our senior management were unable or unwilling to continue in their present positions, we might not be able to replace them easily or at all, and our business, financial condition and results of operations may be materially and adversely affected. If any of our senior management joins a competitor or forms a competing business, we may lose customers, suppliers,know-how
and key professionals and staff members. Our senior management has entered into employment agreements and confidentiality andnon-competition
agreements with us. However, if any dispute arises between our officers and us, we may have to incur substantial costs and expenses in order to enforce such agreements in China or we may be unable to enforce them at all. In addition, we do not havekey-man
insurance for any of our executive officers or other key personnel. Events or activities attributed to our executive officers or other key personnel, and related publicity, whether or not justified, may affect their ability or willingness to continue to serve our company or dedicate their full time and efforts to our company 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 recruit, train and retain qualified personnel or sufficient workforce while controlling our labor costs, our business may be materially and adversely affected.
We intend to hire additional qualified employees to support our business operations and planned expansion. Our future success depends, to a significant extent, on our ability to recruit, train and retain qualified personnel, particularly technical, fulfillment, marketing and other operational personnel with experience in the online retail industry. Our experiencedmid-level
managers are instrumental in implementing our business strategies, executing our business plans and supporting our business operations and growth. The effective operation of our managerial and operating systems, fulfillment infrastructure, customer service center and other back office functions also depends on the hard work and quality performance of our management and employees. Since our industry is characterized by high demand and intense competition for talent and labor, we can provide no assurance that we will be able to attract or retain qualified staff or other highly skilled employees that we will need to achieve our strategic objectives. Our fulfillment infrastructure is labor intensive and requires a substantial number of blue-collar workers, and these positions tend to have higher than average turnover. As of December 31, 2019, we employed a total of 175,954 warehouse and delivery personnel. We have observed an overall tightening of the labor market and an emerging trend of shortage of labor supply. Failure to obtain stable and dedicated warehousing, delivery personnel and other labor support may lead to underperformance of these functions and cause disruption to our business. Labor costs in China have increased with China’s economic development, particularly in the large cities where we operate our regional fulfillment centers and more generally in the urban areas where we maintain our delivery and pickup stations. Because we operate our own fulfillment infrastructure, which requires a large and rapidly growing work force, our cost structure is more vulnerable to labor costs than that of many of our competitors, which may put us at a competitive disadvantage. Therefore, to maintain and enhance our competitiveness, we may from time to time need to adjust certain elements of our operations in response to evolving economic conditions and business needs. These adjustments, however, may not be sufficient to allow JD Logistics to address the various challenges it faces or improve its results of operations and financial performance as expected. Furthermore, if the compensation package offered is not competitive in the market, JD Logistics may not be able to provide sufficient incentives to or maintain stable and dedicated warehousing, delivery personnel and other labor support. Any failure to address these risks and uncertainties could materially and adversely affect JD Logistics’ results of operations and financial performance and its prospects of achieving profitability, which could have a material adverse impact on our business development, financial conditions and results of operations. In addition, our ability to train and integrate new employees into our operations may also be limited and may not meet the demand for our business growth on a timely fashion, or at all, and rapid expansion may impair our ability to maintain our corporate culture.
We may incur liability or become subject to administrative penalties for counterfeit or unauthorized products sold on our mobile apps and websites, or for products sold on our mobile apps and websites or content posted on our mobile apps and websites that infringe on third-party intellectual property rights, or for other misconduct.
We sourced our products from over 24,000 suppliers as of December 31, 2019. Third-party merchants on our online marketplace are separately responsible for sourcing the products they sell on our mobile apps and websites. As of December 31, 2019, we had over 270,000 third-party merchants on our online marketplace. Although we have adopted measures to verify the authenticity and authorization of products sold on our mobile apps and websites and avoid potential infringement of third-party intellectual property rights in the course of sourcing and selling products, we may not always be successful. As part of our cross-bordere-commerce
business, we source products outside of China and allow overseas brands or partners to sell their products through our online marketplace, which could make it more difficult for us to verify the authenticity and authorization of products sold.In the event that counterfeit, unauthorized or infringing products are sold on our mobile apps and websites or infringing content is posted on our mobile apps and websites, we could face claims that we should be held liable. We have in the past received claims alleging our infringement of third parties’ rights. Irrespective of the validity of such claims, we could incur significant costs and efforts in either defending against or settling such claims. If there is a successful claim against us, we might be required to pay substantial damages or refrain from further sale of the relevant products. Potential liability under PRC law if we negligently participated or assisted in infringement activities associated with counterfeit goods includes injunctions to cease infringing activities, rectification, compensation, administrative penalties and even criminal liability. Moreover, such third-party claims or administrative penalties could result in negative publicity and our reputation could be severely damaged. Any of these events could have a material and adverse effect on our business results of operations or financial condition.and operations;
UnderUncertainties with respect to the PRC legal system could adversely affect us; We are subject to consumer protection laws that could require us to modify our standard form agreements, we require suppliers or third-party merchants to indemnify us for any losses we suffer or any costs that wecurrent business practices and incur due to any products we source from these suppliers or any products sold by these third-party merchants. However, not all of our agreements with suppliersincreased costs; and third-party merchants have such terms, and for those agreements that have such terms, we may not be able to successfully enforce our contractual rights and may need to initiate costly and lengthy legal proceedings in China to protect our rights. See “—Risks Related to Doing Business in China— We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of internet-related business and companies.” We may be subjectRisks Related to product liability claims.Our ADSs and Class A Ordinary Shares
The products sold by us through our online retail business may be defective. As a result, sales of such products could expose usIn addition to product liability claimsthe risks described above, we are subject to general risks relating to personal injury or property damageour ADSs and may require product recalls or other actions. Third parties subjectClass A ordinary shares, including, but not limited to, such injury or damage may bring claims or legal proceedings against us as the retailerfollowing:
The trading price of our ADSs has been and is likely to continue to be, and the product. Although we would have legal recourse against the manufacturertrading price of such products under PRC law, attempting to enforce our rights against the manufacturer mayClass A ordinary shares can be, expensive, time-consuming and ultimately futile. In addition, we do not currently maintain any third-party liability insurance or product liability insurance in relation to products we sell. As a result, any material product liability claim or litigation could have a material and adverse effect on our business, financial condition and results of operations. Even unsuccessful claimsvolatile, which could result in substantial losses to holders of our Class A ordinary shares and/or ADSs; We adopt different practices as to certain matters as compared with many other companies listed on the expenditureHong Kong Stock Exchange; We cannot guarantee that any share repurchase program will be fully consummated or that any share repurchase program will enhance long-term shareholder value, and share repurchases could increase the volatility of funds and managerial efforts in defending themthe price of our Class A ordinary shares and/or ADSs and could have a negative impact ondiminish our reputation.cash reserves; and The proper functioning of our technology platform is essential to our business. Any failure to maintain the satisfactory performance of our websites, mobile apps and systems could materially and adversely affectIf securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market price for our Class A ordinary shares and/or ADSs and reputation.trading volume could decline.
The satisfactory performance, reliability and availability of our technology platform are critical to our success and our ability to attract and retain customers and provide quality customer service. Almost all of our sales of products are made online through our mobile apps and websites, and the fulfillment services we provide to third-party merchants are related to sales of their products through our mobile apps and websites. Any system interruptions caused by telecommunications failures, computer viruses, hacking or other attempts to harm our systems that result in the unavailability or slowdown of our mobile apps and websites or reduced order fulfillment performance could reduce the volume of products sold and the attractiveness of product offerings on our mobile apps and websites. Our servers may also be vulnerable to computer viruses, physical or electronicbreak-ins
and similar disruptions, which could lead to system interruptions, website slowdown or unavailability, delays or errors in transaction processing, loss of data or the inability to accept and fulfill customer orders. Security breaches, computer viruses and hacking attacks have become more prevalent in our industry. Because of our brand recognition in the online retail industry in China, we believe we are a particularly attractive target for such attacks. We have experienced in the past, and may experience in the future, such attacks and unexpected interruptions. We can provide no assurance that our current security mechanisms will be sufficient to protect our IT systems from any third-party intrusions, viruses or hacker attacks, information or data theft or other similar activities. Any such future occurrences could reduce customer satisfaction, damage our reputation and result in a material decrease in our revenue.
Additionally, we must continueFORWARD-LOOKING INFORMATION
This annual report onForm 20-F contains forward-looking statements that reflect our current expectations and views of future events. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by terminology such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to, upgrade” “future,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and improve our technology platform to support our business growth,projections about future events and failure to do so could impede our growth. However, we cannot assure youfinancial trends that we will be successful in executing these system upgrades and improvement strategies or when the execution of these system upgrades and improvement strategies will be effective. In particular, our systemsbelieve may experience interruptions during upgrades, and the new technologies or infrastructures may not be fully integrated with the existing systems on a timely basis, or at all. In addition, we experience surges in online traffic and orders associated with promotional activities and holiday seasons, such as June 18 and November 11, which can put additional demands on our technology platform at specific times. If our existing or future technology platform does not function properly, it could cause system disruptions and slow response times, affecting data transmission, which in turn could materially and adversely affect our business, financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to, among other things: our goals and strategies; our future business development, financial conditions and results of operations.operations; Any deficienciesthe expected growth of the retail and online retail markets in China’s internet infrastructure could impair our ability to sell products over our mobile apps and websites, which could cause us to lose customers and harm our operating results.
China;Almost all
our expectations regarding demand for and market acceptance of our sales of products are made online through our mobile apps and websites, and the fulfillment services we provide to third-party merchants are related to sales of their products through our mobile apps and websites. Our business depends on the performance and reliability of the internet infrastructure in China. The availability of our mobile apps and websites depends on telecommunications carriers and other third-party providers for communications and storage capacity, including bandwidth and server storage, among other things. If we are unable to enter into and renew agreements with these providers on acceptable terms, or if any of our existing agreements with such providers are terminated as a result of our breach or otherwise, our ability to provide our services to our customers could be adversely affected. Almost all access to the internet in China is maintained through state-owned telecommunication carriers under administrative control, and we obtain access toservices; end-user
networks operated by such telecommunications carriers and internet service providers to give customers access to our mobile apps and websites. We have experienced service interruptions in the past, which were typically caused by service interruptions at the underlying external telecommunications service providers, such as the internet data centers and broadband carriers from which we receive services. Service interruptions prevent consumers from accessing our mobile apps and websites and placing orders, and frequent interruptions could frustrate customers and discourage them from attempting to place orders, which could cause us to lose customers and harm our operating results.If we fail to adopt new technologies or adapt our websites, mobile appsexpectations regarding our relationships with customers, suppliers and systems to changing customer requirements or emerging industry standards, or if third-party merchants;
our effortsplans 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-looking statements and you should read these statements in conjunction with the developmentrisk factors disclosed in “Item 3.D. Key Information—Risk Factors.” Those risks are not exhaustive. We operate in a rapidly evolving environment. New risks emerge from time to time and it is impossible for our management to predict all risk factors, nor can we assess the impact of new technologies are unsuccessful or ineffective,all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in any forward-looking statement. We do not undertake any obligation to update or revise the forward-looking statements except as required under applicable law. You should read this annual report and the documents that we reference in this annual report completely and with the understanding that our actual future results may be materially and adversely affected. To remain competitive, we must continueOur reporting currency is the Renminbi, or RMB. 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 made at a rate of RMB6.5250 to enhanceUS$1.00 and improveHK$7.7534 to US$1.00, the responsiveness, functionality and features of our mobile apps and websites. The industries we operate in are characterized by rapid technological evolution, changes in customer requirements and preferences, frequent introductions of new products and services embodying new technologies and the emergence of new industry standards and practices, any of which could render our existing technologies and systems obsolete. Our success will depend, in part,respective exchange rates on our ability to identify, develop, acquire or license leading technologies useful in our business, and respond to technological advances and emerging industry standards and practices, such as mobile internet, in a cost-effective and timely way. In recent years, we investedDecember 31, 2020 set forth in the developmentH.10 statistical release of many new technologies and business initiatives, suchthe 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 have been, or could be, converted into U.S. dollars, RMB or Hong Kong dollars, as AI, big data and cloud. The development of websites, mobile apps and other proprietary technologies entails significant technical and business risks. We cannot assure you that we will be able to successfully develop or effectively use new technologies, recoup the costs of developing new technologies or adapt our websites, mobile apps, proprietary technologies and systems to meet customer requirements or emerging industry standards. If we are unable to develop technologies successfully or adapt in a cost-effective and timely manner in response to changing market conditions or customer requirements, whether for technical, legal, financial or other reasons, our business, prospects, financial condition and results of operationscase may be, materially and adversely affected.
Customer growth and activity on mobile devices depends upon effective use of mobile operating systems, networks and standards that we do not control.
PART IPurchases using mobile devices by consumers generally, and by our customers specifically, have increased significantly, and we expect this trend to continue. To optimize the mobile shopping experience, we are somewhat dependent on our customers downloading our specific mobile apps for their particular devices as opposed to accessing our sites from an internet browser on their mobile device. As new mobile devices and platforms are released, it is difficult to predict the problems we may encounter in developing applications for these alternative devices and platforms, and we may need to devote significant resources to the development, support and maintenance of such applications. In addition, our future growth and our results of operations could suffer if we experience difficulties in the future in integrating our mobile apps into mobile devices or if problems arise with our relationships with providers of mobile operating systems or mobile app download stores, if our apps receive unfavorable treatment compared to competing apps on the download stores, or if we face increased costs to distribute or have customers use our mobile apps. We are further dependent on the interoperability of our sites with popular mobile operating systems that we do not control, such as iOS and Android, and any changes in such systems that degrade the functionality of our sites or give preferential treatment to competitive products could adversely affect the usage of our sites on mobile devices. In the event that it is more difficult for our customers to access and use our sites on their mobile devices, or if our customers choose not to access or to use our sites on their mobile devices or to use mobile products that do not offer access to our sites, our customer growth could be harmed and our business, financial condition and operating results may be adversely affected.
| Identity of Directors, Senior Management and Advisers |
| Offer Statistics and Expected Timetable |
Failure to protect confidentialNot applicable.
The following table presents the selected consolidated financial information of our customers and network against security breaches could damage our reputation and brand and substantially harm our business and results of operations. A significant challenge to the online retail industry is the secure storage of confidential information and its secure transmission over public networks. Almost all of the orders and some of the payments for products we offer are made through our websites and our mobile apps. In addition, some online payments for our products are settled through third-party online payment services. We also share certain personal information about our customers with contracted third-party couriers, such as their names, addresses, phone numbers and transaction records. In addition, with the rapid development of our AI, big data and cloud technologies and services, we have accumulated a large volume of data, which covers customer’s browsing and consumption behavior information, product manufacturing and sales information, warehousing and distribution information, customer service information, among others. We also formed strategic partnerships with some leading mobile internet companies to leverage their powerful big data resources, massive user bases andAI-driven
technologies. Maintaining complete security for the storage and transmission of confidential information on our technology platform is essential to maintaining our operating efficiency and customer confidence as well as complying with the applicable laws and standards.We have adopted security policies and measures, including encryption technology, to protect our proprietary data and customer information. However, advances in technology, the expertise of hackers, improper use or sharing of data, new discoveries in the field of cryptography or other events or developments could result in a compromise or breach of the technology that we use to protect confidential information. We may not be able to prevent third parties, especially hackers or other individuals or entities engaging in similar activities, from illegally obtaining such confidential or private information we hold as a result of our customers’ visits to our websites and use of our mobile apps. Such individuals or entities obtaining our customers’ confidential or private information may further engage in various other illegal activities using such information. In addition, we have limited control or influence over the security policies or measures adopted by business partners including strategic partners or third-party providers of online payment services through which some of our customers may choose to make payment for purchases. The contracted third-party couriers we use may also violate their confidentiality obligations and disclose or use information about our customers illegally. Any negative publicity on our websites’ or mobile apps’ safety or privacy protection mechanisms and policies, and any claims asserted against us or fines imposed upon us as a result of actual or perceived failures, could have a material and adverse effect on our public image, reputation, financial condition and results of operations. We have experienced breaches of our information security measures in the past due to external causes beyond our control, such as a leak of user account information from the China Software Developer Network (CSDN) in 2011, although none of the past breaches individually or in the aggregate was material to our business or operations. We cannot assure you that similar events will not occur in the future. If we give third parties greater access to our technology platform in the future as part of providing more technology services to third-party merchants and others, it may become more challenging for us to ensure the security of our systems. Any compromise of our information security or the information security measures of our contracted third-party couriers or third-party online payment service providers or other business partners could have a material and adverse effect on our reputation, business, prospects, financial condition and results of operations. Practices regarding the collection, use, storage, transmission and security of personal information by companies operating over the internet and mobile platforms are under increased public scrutiny.
As online retail industry and AI technology continue to evolve, we believe that increased regulation by the PRC government of data privacy on the internet is likely. We may become subject to new laws and regulations applying to the solicitation, collection, processing or use of personal or consumer information that could affect how we store, process and share data with our customers, suppliers and third-party merchants. For example, the PRC Cyber Security Law provides that personal information and important data collected and generated by operators of critical information infrastructure in the course of their operations in the PRC should be stored in the PRC, and the law imposes heightened regulation and additional security obligations on operators of critical information infrastructure. In addition, the General Administration of Quality Supervision, Inspection and Quarantine and Standardization Administration jointly issued the Standard of Information Security Technology—Personal Information Security Specification (GB/T 35273-2017), which came into effect in May 2018. Moreover, the State Administration for Market Regulation and the Standardization Administration jointly issued the new Standard of Information Security Technology—Personal Information Security Specification (GB/T 35273-2020) in March 2020, which will replace the previous standard GB/T 35273-2017 and will take effect in October 2020. Pursuant to this standards, the personal data controller refers to entities or persons who are authorized to determine the purposes and methods for using and processing personal information. The personal data controller should collect information in accordance with the principles of legality, minimization and voluntariness and should also obtain a consent from the information provider. We expect that these areas will receive greater and continued attention and scrutiny from regulators and the public going forward, which could increase our compliance costs and subject us to heightened risks and challenges associated with data security and protection. If we are unable to manage these risks, we could become subject to penalties, including fines, suspension of business and revocation of required licenses, and our reputation and results of operations could be materially and adversely affected.
In addition, we may need to comply with increasingly complex and rigorous regulatory standards enacted to protect business and personal data in the U.S., Europe and elsewhere. For example, the European Union adopted the General Data Protection Regulation, or the GDPR, which became effective on May 25, 2018. The GDPR imposes additional obligations on companies regarding the handling of personal data and provides certain individual privacy rights to persons whose data is stored. Compliance with existing, proposed and recently enacted laws (including implementation of the privacy and process enhancements called for under GDPR) and regulations can be costly; any failure to comply with these regulatory standards could subject us to legal and reputational risks.
We generally comply with industry standards and are subject to the terms of our own privacy policies. Compliance with any additional laws could be expensive, and may place restrictions on the conduct of our business and the manner in which we interact with our customers. Any failure to comply with applicable regulations could also result in regulatory enforcement actions against us, and misuse of or failure to secure personal information could also result in violation of data privacy laws and regulations, proceedings against us by governmental authorities or other authorities, damage to our reputation and credibility and could have a negative impact on revenues and profits.
Significant capital and other resources may be required to protect against information security breaches or to alleviate problems caused by such breaches or to comply with our privacy policies or privacy-related legal obligations. The resources required may increase over time as the methods used by hackers and others engaged in online criminal activities are increasingly sophisticated and constantly evolving. Any failure or perceived failure by us to prevent information security breaches or to comply with privacy policies or privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information or other customer data, could cause our customers to lose trust in us and could expose us to legal claims. Any perception by the public that online transactions or the privacy of user information are becoming increasingly unsafe or vulnerable to attacks could inhibit the growth of online retail and other online services generally, which may reduce the number of orders we receive.
The wide variety of payment methods that we accept subjects us to third-party payment processing-related risks.
We accept payments using a variety of methods, including payment on delivery, bank transfers, online payments through various third-party online payment platforms such as Weixin Pay, UnionPay and JD Pay (run by JD Digits). For certain payment methods, we pay interchange and other fees, which may increase over time and raise our operating costs and lower our profit margins. We may also be subject to fraud and other illegal activities in connection with the various payment methods we offer, including online payment and cash on delivery options. Although we deliver a majority of the orders directly to customers ourselves, we use contracted third-party couriers to service areas that are not directly covered by our delivery network. Given some customers choose the cash-on-delivery option when they place their orders online, the delivery personnel of our contracted third-party couriers collect payments on our behalf, and we require the contracted third-party couriers to remit the payment collected to us on the following day. If these companies fail to remit the payment collected to us in a timely fashion or at all, if they become unwilling or unable to provide these services to us, or if their service quality deteriorates, our business could be disrupted. We are also subject to various rules, regulations and requirements governing electronic funds transfers, both in China and globally, which could change or be reinterpreted to make it difficult or impossible for us to comply with. If we fail to comply with these rules or requirements, we may be subject to fines and higher transaction fees and lose our ability to accept credit and debit card payments from our customers, process electronic funds transfers or facilitate other types of online payments, and our business, financial condition and results of operations could be materially and adversely affected.
Our delivery, return and exchange policies may materially and adversely affect our results of operations.
We have adopted shipping policies that do not necessarily pass the full cost of shipping on to our customers. We also have adopted customer-friendly return and exchange policies that make it convenient and easy for customers to change their minds after completing purchases. We may also be required by law to adopt new or amend existing return and exchange policies from time to time. For example, pursuant to the amended Consumer Protection Law, which became effective in March 2014, except for certain types of products, such as custom-made goods, fresh and perishable goods, consumers are generally entitled to return the products purchased within seven days upon receipt without giving any reasons when they purchase the products from business operators on the internet. See “Item 4.B. Information on the Company—Business Overview—Regulation—Regulations Relating to Product Quality and Consumer Protection.” These policies improve customers’ shopping experience and promote customer loyalty, which in turn help us acquire and retain customers. However, these policies also subject us to additional costs and expenses which we may not recoup through increased revenue. Our ability to handle a large volume of returns is unproven. If our return and exchange policy is misused by a significant number of customers, our costs may increase significantly and our results of operations may be materially and adversely affected. If we revise these policies to reduce our costs and expenses, our customers may be dissatisfied, which may result in loss of existing customers or failure to acquire new customers at a desirable pace, which may materially and adversely affect our results of operations.
The offline fresh food markets operated under our 7FRESH brand rely heavily on sales of perishable products, and ordering errors or product supply disruptions may have an adverse impact on the profitability and operating results.
Our offline fresh food markets rely on various suppliers and vendors to provide and deliver our perishable product inventory promptly on an ongoing basis. We could suffer significant product inventory losses in the event of the loss of a major supplier or vendor, disruption of our distribution network, extended power outages, natural disasters or other catastrophic occurrences. We have implemented certain systems to ensure our ordering is in line with demand. We cannot assure you, however, that our ordering system will always work efficiently, in particular in connection with the opening of new stores, which have no, or a limited, ordering history. If we were to over-order, we could suffer inventory losses, which would negatively impact our operating results.
We may experience negative impact on our reputation due to real or perceived quality or health issues with the food products sold at our offline fresh food markets, which could have an adverse impact on our operating results.
Customers of our offline fresh food markets expect us to provide them with fresh, high-quality food products. Concerns regarding the safety of our food products or the safety and quality of our food supply chain could cause shoppers to avoid purchasing certain products from us, or to seek alternative sources of food, even if the basis for the concern is outside of our control. Negative publicity about these concerns, whether or not ultimately based on facts, and whether or not involving products sold at our stores, could discourage consumers from buying our products and have an adverse impact on our operating results. Furthermore, sales of food products entails inherent risks of product liability claims, product recall and the resulting negative publicity. Food products containing contaminants could be inadvertently distributed by us and, if processing by the consumers level does not eliminate them, these contaminants could result in illness or death. We cannot assure you that product liability claims will not be asserted against us or that we will not be obligated to perform product recalls or held liable in the future.
Any loss in confidence on the part of our customers would be difficult and costly to reestablish. Any such adverse impact could be exacerbated by our position in the market as a purveyor of fresh, high-quality food products and could significantly reduce our brand value. Issues regarding the safety of any food items sold by us, regardless of the cause, could have a material and adverse impact on our sales and operating results.
If JD Digits is unable to successfully manage its business or conflicts that could arise between us and JD Digits are not resolved in our favor, our business, financial condition, results of operations and prospects could be materially and adversely affected as a result.
company. As of June 30, 2017, we deconsolidated our finance business operated by Beijing Jingdong Financial Technology Holding Co., Ltd. (now known as Jingdong Digits Technology Holding Co., Ltd., or JD Digits was deconsolidated from our companyDigits), as a result of the reorganization of JD Digits. AfterAccordingly, the reorganization, we do not have legal ownership or effective controlhistorical financial results of JD Digits. Mr. Richard Qiangdong Liu,Digits are reflected as discontinued operations in our chairman and chief executive officer, has a majority of the voting interests in JD Digits through his equity stake and voting arrangements. Seeconsolidated financial statements for periods from January 1, 2016 to June 30, 2017. Please see “Item 4. Information on the Company—A. History and Development of the Company” and “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Agreements and Transactions Relating to JD Digits” for further information. The selected consolidated statements of operations data for the years ended December 31, 2018, 2019 and 2020, selected consolidated balance sheets data as of December 31, 2019 and 2020 and selected consolidated cash flow data for the years ended December 31, 2018, 2019 and 2020 have been derived from our audited consolidated financial statements, which are included in this annual report beginning onpage F-1. JD Digits currently provides usThe selected consolidated statements of operations data for the years ended December 31, 2016 and 2017, selected consolidated balance sheets data as of December 31, 2016, 2017, and 2018 and selected consolidated cash flow data for the years ended December 31, 2016 and 2017 have been derived from our audited consolidated financial statements not included in this annual report. Our historical results do not necessarily indicate results expected for any future periods. The selected consolidated financial data should be read in conjunction with, certain payment services on anon-exclusive
basis and may provide additional services to usare qualified in the future. If JD Digits will not be able to successfully manage its risks such as credit risks, its ability to continue to deliver payment and other services to us may be undermined. In such event, JD Digits might seek to amend the terms of its agreements and arrangements with us, which could potentially result in a conflict of interest. Other conflicts of interest between us and JD Digits may arise relating to commercial or strategic opportunities or initiatives. Although we and JD Digits have each agreed to certainnon-competition
undertakings after the reorganization, we cannot assure you that JD Digits would not pursue opportunities to provide servicestheir entirety by reference to, our competitors or other opportunities that would conflict with our interests. If JD Digits is unable to successfully manage its business or conflicts of interest that could arise between us and JD Digits are not resolved in our favor, our business,audited consolidated financial condition, results of operations and prospects could be materially and adversely affected. In addition, we continue to license certain of our intellectual properties, including our “JD” brandstatements and related trademarksnotes and domain names, to JD Digits“Item 5. Operating and Financial Review and Prospects” below. Our consolidated financial statements are prepared and presented in exchange for the right to receive a portion of thepre-tax
profit of JD Digits, subject to certain conditions and potential proportional dilution as a result of any future equity financings and ESOP pool increases of JD Digits. While we do not control JD Digits, because of JD Digits’s ability to continue to use our brand, our close associationaccordance with JD Digits and overlapping user base, events that negatively affect JD Digits, for example, alleged engagement in inappropriate activities, involvement in any legal or administrative proceedings, or negative publicity, could also negatively affect customers’, regulators’ and other third parties’ perception of us and our JD brand, harm our credibility and reputation and adversely affect our business.U.S. GAAP. | | | | | | | | | | | | | | | | | | | | | | | | | | | | For the Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (in millions, except for share, per share and per ADS data) | | Selected Consolidated Statements of Operations Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 237,944 | | | | 331,824 | | | | 416,109 | | | | 510,734 | | | | 651,879 | | | | 99,905 | | | | | 20,346 | | | | 30,508 | | | | 45,911 | | | | 66,154 | | | | 93,923 | | | | 14,394 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (222,935 | ) | | | (311,517 | ) | | | (396,066 | ) | | | (492,467 | ) | | | (636,694 | ) | | | (97,578 | ) | | | | (18,560 | ) | | | (25,865 | ) | | | (32,010 | ) | | | (36,968 | ) | | | (48,700 | ) | | | (7,464 | ) | | | | (10,159 | ) | | | (14,918 | ) | | | (19,237 | ) | | | (22,234 | ) | | | (27,156 | ) | | | (4,162 | ) | | | | (4,453 | ) | | | (6,652 | ) | | | (12,144 | ) | | | (14,619 | ) | | | (16,149 | ) | | | (2,475 | ) | General and administrative | | | (3,436 | ) | | | (4,215 | ) | | | (5,160 | ) | | | (5,490 | ) | | | (6,409 | ) | | | (982 | ) | Impairment of goodwill and intangible assets | | | — | | | | — | | | | (22 | ) | | | — | | | | — | | | | — | | Gain on sale of development properties | | | — | | | | — | | | | — | | | | 3,885 | | | | 1,649 | | | | 253 | | | | | | | | | | | | | | | | | | | | | | | | | | | Income/(loss) from operations (2)(3)(4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
We may not be able to acquire a direct equity ownership interest in JD Digits.
The Framework Agreement we entered into with JD Digits in connection with the reorganization
Table of JD Digits provides for future potential equity issuances of up to 40% of equity interest in JD Digits to us in the event that JD Digits applies for and receives certain PRC regulatory approvals in the future. In addition, upon a qualified IPO or any other liquidity event of JD Digits, if our total ownership of equity interests in JD Digits, if any, has not reached 40%, we would be entitled, at our election, to receive aone-time
payment up to 40% of the equity value, immediately prior to such qualified IPO or other liquidity event of JD Digits. If we acquire equity interests in JD Digits in an aggregate amount less than the full 40% equity interest, then the percentage of JD Digits’s equity value used to calculate the liquidity event payment will be reduced proportionately. The above-mentioned maximum percentages of JD Digits’s equity interest that may be issued to us and JD Digits’s equity value in the form of liquidity payment to us at our election are also subject to potential proportional dilution as a result of any subsequent equity financings or ESOP pool increases of JD Digits, and have been diluted to approximately 36% in connection with JD Digits’s additional round of financing in 2018.Contents | | | | | | | | | | | | | | | | | | | | | | | | | | | | For the Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (in millions, except for share, per share and per ADS data) | | Share of results of equity investees | | | (2,782 | ) | | | (1,927 | ) | | | (1,113 | ) | | | (1,738 | ) | | | 4,291 | | | | 658 | | | | | 1,227 | | | | 2,530 | | | | 2,118 | | | | 1,786 | | | | 2,753 | | | | 422 | | | | | (619 | ) | | | (964 | ) | | | (855 | ) | | | (725 | ) | | | (1,125 | ) | | | (172 | ) | | | | 1,544 | | | | 1,317 | | | | 95 | | | | 5,375 | | | | 32,557 | | | | 4,989 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (1,883 | ) | | | 121 | | | | (2,374 | ) | | | 13,693 | | | | 50,819 | | | | 7,788 | | | | | (166 | ) | | | (140 | ) | | | (427 | ) | | | (1,803 | ) | | | (1,482 | ) | | | (227 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | Net income/(loss) from continuing operations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income/(loss) from discontinued operations, net of tax | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net loss from continuing operations attributable to non-controlling interests shareholders | | | (48 | ) | | | (135 | ) | | | (311 | ) | | | (297 | ) | | | (75 | ) | | | (12 | ) | Net loss from discontinued operations attributable to non-controlling interests shareholders | | | (4 | ) | | | (5 | ) | | | — | | | | — | | | | — | | | | — | | Net income from continuing operations attributable to mezzanine equity classified as non-controlling interests shareholders | | | — | | | | — | | | | 2 | | | | 3 | | | | 7 | | | | 1 | | Net income from discontinued operations attributable to mezzanine equity classified as non-controlling interests shareholders | | | 445 | | | | 281 | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income/(loss) attributable to ordinary shareholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net loss from discontinued operations attributable to ordinary shareholders | | | (1,806 | ) | | | (269 | ) | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income/(loss) from continuing operations attributable to ordinary shareholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income/(loss) per share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (0.71 | ) | | | 0.04 | | | | (0.87 | ) | | | 4.18 | | | | 16.35 | | | | 2.51 | | | | | (0.64 | ) | | | (0.09 | ) | | | — | | | | — | | | | — | | | | — | | Net income/(loss) per share | | | (1.36 | ) | | | (0.05 | ) | | | (0.87 | ) | | | 4.18 | | | | 16.35 | | | | 2.51 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (0.71 | ) | | | 0.04 | | | | (0.87 | ) | | | 4.11 | | | | 15.84 | | | | 2.43 | | | | | (0.64 | ) | | | (0.09 | ) | | | — | �� | | | — | | | | — | | | | — | | Net income/(loss) per share | | | (1.36 | ) | | | (0.05 | ) | | | (0.87 | ) | | | 4.11 | | | | 15.84 | | | | 2.43 | | Net income/(loss) per ADS( 5 ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (1.43 | ) | | | 0.08 | | | | (1.73 | ) | | | 8.37 | | | | 32.70 | | | | 5.01 | | | | | (1.29 | ) | | | (0.19 | ) | | | — | | | | — | | | | — | | | | — | | Net income/(loss) per ADS | | | (2.71 | ) | | | (0.11 | ) | | | (1.73 | ) | | | 8.37 | | | | 32.70 | | | | 5.01 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | For the Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (in millions, except for share, per share and per ADS data) | | | | | (1.43 | ) | | | 0.08 | | | | (1.73 | ) | | | 8.21 | | | | 31.68 | | | | 4.86 | | | | | (1.29 | ) | | | (0.18 | ) | | | — | | | | — | | | | — | | | | — | | Net income/(loss) per ADS | | | (2.71 | ) | | | (0.11 | ) | | | (1.73 | ) | | | 8.21 | | | | 31.68 | | | | 4.86 | | Weighted average number of shares: | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,804,767,889 | | | | 2,844,826,014 | | | | 2,877,902,678 | | | | 2,912,637,241 | | | | 3,021,808,985 | | | | 3,021,808,985 | | | | | 2,804,767,889 | | | | 2,911,461,817 | | | | 2,877,902,678 | | | | 2,967,321,803 | | | | 3,109,024,030 | | | | 3,109,024,030 | |
| (1) | Our net revenues include net product revenues and net service revenues. Product sales is further divided into sales of electronics and home appliances products and sales of general merchandise products. Net revenues from electronics and home appliances products include revenues from sales of computer, communication and consumer electronics products as well as home appliances. Net revenues from general merchandise products 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 healthcare products, books, automobile accessories, apparel and footwear, bags and jewelry. Net service revenues are further divided into revenues from online marketplace and marketing and revenues from logistics and other services. The following table breaks down our total net revenues by these categories, by amounts and as percentages of total net revenues: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | For the Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (in millions, except for percentages) | | Electronics and home appliances revenues | | | 179,822 | | | | 69.6 | | | | 236,269 | | | | 65.2 | | | | 280,059 | | | | 60.6 | | | | 328,703 | | | | 57.0 | | | | 400,927 | | | | 61,445 | | | | 53.8 | | General merchandise revenues | | | 58,122 | | | | 22.5 | | | | 95,555 | | | | 26.4 | | | | 136,050 | | | | 29.5 | | | | 182,031 | | | | 31.5 | | | | 250,952 | | | | 38,460 | | | | 33.6 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 237,944 | | | | 92.1 | | | | 331,824 | | | | 91.6 | | | | 416,109 | | | | 90.1 | | | | 510,734 | | | | 88.5 | | | | 651,879 | | | | 99,905 | | | | 87.4 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Marketplace and marketing revenues | | | 17,074 | | | | 6.6 | | | | 25,391 | | | | 7.0 | | | | 33,532 | | | | 7.2 | | | | 42,680 | | | | 7.4 | | | | 53,473 | | | | 8,195 | | | | 7.2 | | Logistics and other service revenues | | | 3,272 | | | | 1.3 | | | | 5,117 | | | | 1.4 | | | | 12,379 | | | | 2.7 | | | | 23,474 | | | | 4.1 | | | | 40,450 | | | | 6,199 | | | | 5.4 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,346 | | | | 7.9 | | | | 30,508 | | | | 8.4 | | | | 45,911 | | | | 9.9 | | | | 66,154 | | | | 11.5 | | | | 93,923 | | | | 14,394 | | | | 12.6 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 258,290 | | | | 100.0 | | | | 362,332 | | | | 100.0 | | | | 462,020 | | | | 100.0 | | | | 576,888 | | | | 100.0 | | | | 745,802 | | | | 114,299 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (2) | Includes share-based compensation expenses as follows: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | For the Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (17 | ) | | | (28 | ) | | | (72 | ) | | | (82 | ) | | | (98 | ) | | | (15 | ) | | | | (332 | ) | | | (426 | ) | | | (419 | ) | | | (440 | ) | | | (646 | ) | | | (99 | ) | | | | (87 | ) | | | (136 | ) | | | (190 | ) | | | (259 | ) | | | (347 | ) | | | (53 | ) | | | | (470 | ) | | | (671 | ) | | | (1,163 | ) | | | (1,340 | ) | | | (1,400 | ) | | | (215 | ) | General and administrative | | | (1,154 | ) | | | (1,520 | ) | | | (1,816 | ) | | | (1,573 | ) | | | (1,664 | ) | | | (255 | ) |
| (3) | Includes amortization of business cooperation arrangement and intangible assets resulting from assets and business acquisitions as follows: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | For the Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (93 | ) | | | (164 | ) | | | (168 | ) | | | (165 | ) | | | (193 | ) | | | (30 | ) | | | | (1,222 | ) | | | (1,222 | ) | | | (1,232 | ) | | | (637 | ) | | | (692 | ) | | | (106 | ) | | | | (46 | ) | | | (84 | ) | | | (98 | ) | | | (99 | ) | | | (99 | ) | | | (15 | ) | General and administrative | | | (248 | ) | | | (308 | ) | | | (308 | ) | | | (308 | ) | | | (309 | ) | | | (47 | ) |
| (4) | In April 2017, leveraging our advanced technology and logistics expertise, we established JD Logistics, a new business group under JD.com, to provide logistics services to businesses across a wide range of industries. As JD Logistics has changed from supporting the overall JD platform to an independently operated business unit, cost related to the logistics services provided to third parties, including both third-party merchants and suppliers on the JD platform and other business partners, are reclassified from fulfillment expenses to cost of revenues. The amount of fulfillment expenses that has been reclassified to conform to other periods’ presentation was RMB2,561 million for the year ended December 31, 2016. |
| (5) | Each ADS represents two Class A ordinary shares. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (in millions, except for share data) | | Selected Consolidated Balance Sheets Data: | | | | | | | | | | | | | | | | | | | | | | | | | Cash and cash equivalents | | | 15,567 | | | | 25,688 | | | | 34,262 | | | | 36,971 | | | | 86,085 | | | | 13,193 | | | | | 2,294 | | | | 4,110 | | | | 3,240 | | | | 2,941 | | | | 4,434 | | | | 680 | | | | | 6,548 | | | | 8,588 | | | | 2,036 | | | | 24,603 | | | | 60,577 | | | | 9,284 | | | | | 16,141 | | | | 16,359 | | | | 11,110 | | | | 6,191 | | | | 7,112 | | | | 1,090 | | | | | 28,909 | | | | 41,700 | | | | 44,030 | | | | 57,932 | | | | 58,933 | | | | 9,032 | | Property, equipment and software, net | | | 7,023 | | | | 12,574 | | | | 21,083 | | | | 20,654 | | | | 22,597 | | | | 3,463 | | | | | 2,448 | | | | 7,051 | | | | 10,476 | | | | 10,892 | | | | 11,125 | | | | 1,705 | | | | | — | | | | — | | | | — | | | | 8,644 | | | | 15,484 | | | | 2,373 | | Investment in equity investees | | | 14,629 | | | | 18,551 | | | | 31,357 | | | | 35,576 | | | | 58,501 | | | | 8,966 | | | | | 1,060 | | | | 10,028 | | | | 15,902 | | | | 21,417 | | | | 39,085 | | | | 5,990 | | | | | 160,374 | | | | 184,055 | | | | 209,165 | | | | 259,724 | | | | 422,288 | | | | 64,718 | | | | | 46,036 | | | | 74,338 | | | | 79,985 | | | | 90,428 | | | | 106,818 | | | | 16,371 | | Accrued expenses and other current liabilities | | | 10,513 | | | | 15,118 | | | | 20,293 | | | | 24,656 | | | | 30,035 | | | | 4,603 | | Non-recourse securitization debt | | | 11,549 | | | | 17,160 | | | | 4,398 | | | | — | | | | — | | | | — | | | | | 6,831 | | | | 6,447 | | | | 6,786 | | | | 6,912 | | | | 12,854 | | | | 1,970 | | | | | — | | | | — | | | | 3,088 | | | | 3,139 | | | | 2,936 | | | | 450 | | Operating lease liabilities | | | — | | | | — | | | | — | | | | 8,717 | | | | 15,763 | | | | 2,416 | | | | | 119,154 | | | | 131,666 | | | | 132,337 | | | | 159,099 | | | | 200,669 | | | | 30,754 | | | | | 7,057 | | | | — | | | | 15,961 | | | | 15,964 | | | | 17,133 | | | | 2,626 | | Total JD.com, Inc. shareholders’ equity | | | 33,893 | | | | 52,041 | | | | 59,771 | | | | 81,856 | | | | 187,543 | | | | 28,742 | | Number of outstanding ordinary shares | | | 2,836,444,397 | | | | 2,852,663,429 | | | | 2,894,296,355 | | | | 2,924,315,263 | | | | 3,103,499,039 | | | | 3,103,499,039 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | For the Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Selected Consolidated Cash Flows Data: | | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by continuing operating activities | | | 9,467 | | | | 29,342 | | | | 20,881 | | | | 24,781 | | | | 42,544 | | | | 6,520 | | Net cash used in discontinued operating activities | | | (1,227 | ) | | | (2,486 | ) | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by operating activities (6) | | | 8,240 | | | | 26,856 | | | | 20,881 | | | | 24,781 | | | | 42,544 | | | | 6,520 | | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash used in continuing investing activities | | | (17,069 | ) | | | (21,944 | ) | | | (26,079 | ) | | | (25,349 | ) | | | (57,811 | ) | | | (8,860 | ) | Net cash used in discontinued investing activities | | | (28,412 | ) | | | (17,871 | ) | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash used in investing activities (6) | | | (45,481 | ) | | | (39,815 | ) | | | (26,079 | ) | | | (25,349 | ) | | | (57,811 | ) | | | (8,860 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by continuing financing activities | | | 8,649 | | | | 5,180 | | | | 11,220 | | | | 2,572 | | | | 71,072 | | | | 10,892 | | Net cash provided by discontinued financing activities | | | 32,050 | | | | 14,055 | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by financing activities | | | 40,699 | | | | 19,235 | | | | 11,220 | | | | 2,572 | | | | 71,072 | | | | 10,892 | | | | | | | | | | | | | | | | | | | | | | | | | | | Effect of exchange rate changes on cash, cash equivalents and restricted cash | | | 727 | | | | (642 | ) | | | 1,682 | | | | 406 | | | | (5,082 | ) | | | (779 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | Net increase in cash, cash equivalents and restricted cash | | | 4,185 | | | | 5,634 | | | | 7,704 | | | | 2,410 | | | | 50,723 | | | | 7,773 | | Cash, cash equivalents and restricted cash at beginning of year | | | 19,979 | | | | 24,164 | | | | 29,798 | | | | 37,502 | | | | 39,912 | | | | 6,117 | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash, cash equivalents and restricted cash at end of year, including cash and cash equivalents classified within assets held for sale | | | 24,164 | | | | 29,798 | | | | 37,502 | | | | 39,912 | | | | 90,635 | | | | 13,890 | | Less: cash, cash equivalents and restricted cash of discontinued operations at end of year | | | 6,303 | | | | — | | | | — | | | | — | | | | — | | | | — | | Less: cash, cash equivalents, and restricted cash classified within assets held for sale at end of year | | | — | | | | — | | | | — | | | | — | | | | 116 | | | | 17 | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash, cash equivalents and restricted cash of continuing operations at end of year | | | 17,861 | | | | 29,798 | | | | 37,502 | | | | 39,912 | | | | 90,519 | | | | 13,873 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (6) | As a result of new accounting guidance adopted on January 1, 2018, the consolidated statements of cash flows were retrospectively adjusted to include restricted cash in cash and cash equivalents when reconciling theandtotal amounts shown on the statement of cash flows. The impact of the retrospective reclassification on cash flows of operating activities for the years ended December 31, 2016 and 2017 was a decrease of RMB527 million and an increase of RMB2,035 million, respectively. The impact on cash flows of investing activities for the years ended December 31, 2016 and 2017 was an increase of RMB2,787 million and a decrease of RMB2,317 million, respectively. |
If JD Digits does not receive the required PRC regulatory approvals mentioned above, we will not be able to acquire a direct equity ownership interest in JD Digits, and we would fail to benefit from any appreciation in its equity value beyond the date of a qualified IPO or other liquidity event of JD Digits. Our inability to reap the benefits of any appreciation in equity value of JD Digits, including in connection with a qualified IPO or other liquidity event of JD Digits, could represent a significant missed opportunity that is beyond our control. In addition, if we elect to receive a one-time payment up to 40% of the equity value of JD Digits, which is subject to potential proportional dilution as a result of any subsequent financings or ESOP pool increases of JD Digits and has been diluted to approximately 36% in connection with JD Digits’s additional round of financing in 2018, immediately prior to a qualified IPO or other liquidity event of JD Digits, it is possible that JD Digits will not have sufficient funds to make the payment in a timely manner or on a schedule acceptable to us. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Agreements and Transactions Relating to JD Digits.”
| Capitalization and Indebtedness |
| Reasons for the Offer and Use of Proceeds |
Our 7FRESH brand may be unable to keep existing store locations, open new stores in desirable places on favorable terms or compete successfully with other retailers, which could materially and adversely affect its results of operations.
Our 7FRESH brand’s growth strategy includes opening and operating offline fresh food stores at suitable locations. The implementation of this strategy depends on finding suitable locations. In addition, we compete with other retailers and businesses for suitable locations. Local land use and zoning regulations, environmental regulations and other regulatory requirements may affect our ability to find suitable locations and have an impact on the cost of constructing, renovating and operating our stores. Real estate, zoning, construction and other delays may adversely affect store openings and renovations and increase our costs. Moreover, changing local demographics at existing store locations may adversely affect revenue and profitability levels at those stores. The termination or expiration of leases at existing store locations may adversely affect us if the renewal terms of those leases are unacceptable to us and we are forced to close or relocate stores. If we determine to close or relocate a store subject to a lease, we may remain obligated under the lease for the remainder of the lease term.
| Furthermore, our offline fresh food stores face increasing competition from other retailers in various aspects, including, among others, pricing, selection, quality and availability of product offering, store hours, in-store amenities, shopping convenience and overall shopping experience. If we operate our stores at locations not suitable for our growth strategy, or if we are unable to maintain our existing store locations, open new stores in desirable places and on favorable terms or compete successfully with other retailers, the results of operations of our 7FRESH brand could be materially and adversely affected.
JD Health, our healthcare subsidiary, is subject to risks associated with the marketing, distributing, selling and regulation of pharmaceutical and healthcare products.
JD Health, our healthcare subsidiary, is subject to certain risks associated with the marketing, distributing and selling of pharmaceutical and other health and wellness products including, but not limited to, the following:
inability to successfully execute effective advertising, marketing and promotional activities necessary to maintain and increase the awareness of JD Health and the products and services it offers;
failure to implement effective pricing and other strategies in response to intense market competition in the pharmaceutical industry in China;
inability to upgrade intelligent healthcare solutions in response to changing consumer demand and preference;
inability to stock adequate supply of pharmaceutical and healthcare products that customers desire;
inability to obtain and maintain regulatory or governmental permits, approvals and clearances, or to pass PRC government inspections; and
the risk of, and resulting liability from, any contamination, injury or other harm caused by any use, misuse, misdiagnosis or side-effects involving products distributed or services provided by JD Health.
The occurrence of any such risks may damage the business and reputation of JD Health, and may have a material and adverse impact on our financial condition and results of operations.
Furthermore, laws and regulations regarding pharmaceutical and healthcare industry in China are strict and extensive. Violation of relevant laws and regulations may result in harsh penalties and, under certain circumstances, lead to criminal prosecution. Meanwhile, regulations of both internet industry and its internet healthcare sector are relatively new and evolving, and their interpretation and enforcement involve significant uncertainty. As a result, it may be difficult to determine what actions or omissions would be deemed in violation of applicable laws and regulations. Due to the uncertainty and complexity of the regulatory environment, we cannot assure you that JD Health would always be in full compliance with applicable laws and regulations, the violation of which may have adverse effect on its brand reputation and business. Compliance with future laws and regulations may require JD Health to change its business models and practices at an undeterminable and possibly significant financial cost. These additional monetary expenditures may increase future overhead, which may, in turn, have a material adverse effect on our business, financial condition and results of operations.
JD Property Management Group, or JD Property, faces challenges relating to the macroeconomic environment, the market condition and its own business development.
JD Property, our subsidiary that owns, develops and manages our logistics facilities and other real estate properties, is in its early stage of business development and faces challenges relating to the macroeconomic environment, the market condition and certain characteristics of its current operations. These challenges include, but are not limited to:
impact on business growth due to the COVID-19 pandemic
. We expect JD Property’s progress on land procurement and property development to be adversely affected so long as local government authorities continue to prioritize the fight againstCOVID-19
over economic development;fluctuations in the macroeconomic environment
. The market demand for logistics facilities generally reflects conditions in the Chinese economy. If the general economy slows, the demand for logistics properties will decrease and the vacancy rate will increase, resulting in a more competitive market environment for JD Property;concentration risk of business operations
. External clients currently account for a relatively small portion of JD Property’s client base. Its business growth largely depends on the demand of JD.com, JD Logistics and other affiliated companies. Moreover, because the primary business focus of JD Property is on logistics properties, slowdown in the logistics industry may have a greater impact on its business than if JD Property were engaged in the development of different types of properties, including residential, office or other properties, in additional to industrial and logistics properties;uncertainties in the overseas market
. JD Property’s venture into the overseas market, such as the Southeast Asian market, faces challenges inherent in conducting cross-board business, including cultural differences, complexity of local regulatory environment, political stability and communication with local clients and business partners, among other things; andrelatively short operating history
. JD Property is in the early stage of business development, and faces challenges a new company typically encounters in its management, financing and business expansion.If JD Property’s business cannot continue to grow despite these challenges, our financial condition and results of operations may be materially and adversely affected.
Our use of some leased properties could be challenged by third parties or government authorities, which may cause interruptions to our business operations.
As of December 31, 2019, approximately 4.05% of the lessors of our leased warehouses, approximately 10.8% of the lessors of our leased offices, and approximately 5% of the lessors of our leased delivery stations and pickup stations have not provided us with their property ownership certificates or any other documentation proving their right to lease those properties to us. If our lessors (including the lessors of our 7FRESH offline fresh food stores) are not the owners of the properties and they have not obtained consents from the owners or their lessors or permits from the relevant government authorities, our leases could be invalidated. If this occurs, we may have to renegotiate the leases with the owners or the parties who have the right to lease the properties, and the terms of the new leases may be less favorable to us. Some of the leased properties were also subject to mortgage at the time the leases were entered into. Such lease may not be binding on the transferee of the property in the event that the mortgage holder forecloses on the mortgage and transfers the property to another party. In addition, a substantial portion of our leasehold interests in leased properties have not been registered with the relevant PRC government authorities as required by PRC law, which may expose us to potential fines if we fail to remediate after receiving any notice from the relevant PRC government authorities.
As of the date of this annual report, we are not aware of any material claims or actions being contemplated or initiated by government authorities, property owners or any other third parties with respect to our leasehold interests in or use of such properties.However, we cannot assure you that our use of such leased properties will not be challenged. In the event that our use of properties is successfully challenged, we may be subject to fines and forced to relocate the affected operations. In addition, we may become involved in disputes with the property owners or third parties who otherwise have rights to or interests in our leased properties. We can provide no assurance that we will be able to find suitable replacement sites on terms acceptable to us on a timely basis, or at all, or that we will not be subject to material liability resulting from third parties’ challenges on our use of such properties. As a result, our business, financial condition and results of operations may be materially and adversely affected.Failure to renew our current leases or locate desirable alternatives for our facilities could materially and adversely affect our business.
We lease properties for our offices, customer service center, warehouses, sorting centers, and delivery and pickup stations. We may not be able to successfully extend or renew such leases upon expiration of the current term on commercially reasonable terms or at all, and may therefore be forced to relocate our affected operations. This could disrupt our operations and result in significant relocation expenses, which could materially and adversely affect our business, financial condition and results of operations. In addition, we compete with other businesses for premises at certain locations or of desirable sizes. As a result, even though we could extend or renew our leases, rental payments may significantly increase as a result of the high demand for the leased properties. In addition, we may not be able to locate desirable alternative sites for our facilities as our business continues to grow and failure in relocating our affected operations could materially and adversely affect our business and operations.
We are subject to a broad range of laws and regulations. Any lack of requisite approvals, licenses or permits applicable to our business may have a material and adverse impact on our business or any failure to comply with applicable laws or regulations, financial condition and results of operations.
Our business is subject to governmental supervision and regulation by the relevant PRC governmental authorities, including the State Administration for Market Regulation (formerly known as the State Administration for Industry and Commerce), or SAMR, the National Development and Reform Commission, the Ministry of Commerce, the Ministry of Industry and Information Technology, or MIIT, the Cyberspace Administration of China, the Ministry of Transport, the State Post Bureau and the People’s Bank of China, among others. Together, these government authorities promulgate and enforce regulations that cover many aspects of the operation of the online retail, courier and road freight transportation industries, including entry into these industries, the scope of permissible business activities, licenses and permits for various business activities, and foreign investment. See “Item 4.B. Information on the Company—Business Overview—Regulation—Regulations Relating to Foreign Investment” and “—Licenses and Permits.”
Under PRC law, an entity operating courier services across multiple provinces must obtain a cross-provincial Courier Service Operation Permit and conduct its courier services within the permitted scope as indicated in the permit. Furthermore, any entity engaging in road freight transportation services in China must obtain a Road Transportation Operation Permit from the relevant road transportation administrative authorities. We operate a nationwide road freight transportation and delivery network. As of December 31, 2019, we have Courier Service Operation Permits that allow Jingbangda, a subsidiary of Xi’an Jingdong Xincheng, one of our consolidated variable interest entities providing logistics services, and the subsidiaries of Jingbangda, to operate an express delivery business in 31 provinces and 448 cities in China. As of December 31, 2019, Jingbangda and its 37 subsidiaries had obtained Courier Service Operation Permits. As of the same date, Xi’an Jingdong Xuncheng and its 10 branches and one subsidiary, and Jingbangda and its 33 subsidiaries had obtained Road Transportation Operation Permits that allow these entities to provide road freight transportation services. We are in the process of making filings with local postal administrations for express delivery terminal outlets of Jingbangda and its branches. However, we cannot assure you that we can obtain such permits and licenses in a timely manner, or at all, due to complex procedural requirements and policies.
In addition, we issue one type of prepaid cards which may be used to buy the products sold on our mobile apps and websites. Due to licensing requirements, currently such prepaid cards can only be used to purchase products directly sold by us.
There may be some defects with respect to the process of establishing certain of our indirect subsidiaries in China. Certain subsidiaries of our wholly foreign-owned subsidiaries in China were established without obtaining the prior approval from the relevant government authorities that supervise the relevant industries, and some obtain the relevant permits from the government authority at a level lower than as required. We have not received any notice of warning or been subject to penalties or other disciplinary action from the relevant governmental authorities with respect to these defects. However, we cannot assure you that the relevant governmental authorities would not require us to obtain the approvals, or the permits from proper level of government authorities to cure the defects, or take any other actions retrospectively in the future. If the relevant government authorities require us to cure such defects, we cannot assure you that we will be able to obtain the approvals, or the permits from proper level of government authorities, in a timely manner or at all.
We provide payment by installments to certain qualified customers for purchasing relevant products sold on our websites. These payment services may be deemed to be providing consumer loans. If so, an approval for consumer finance company from the relevant authority is required, and we cannot assure you that we can obtain such approval in a timely manner, or at all.
If the PRC government considers that we were operating without the proper approvals, licenses or permits, it has the power, among other things, to levy fines, confiscate our income, revoke our business licenses, and require us to discontinue our relevant business or impose restrictions on the affected portion of our business. Any of these actions by the PRC government may have a material and adverse effect on our results of operations.
Thee-commerce
industry, and online retail in particular, is highly regulated by the PRC government. We are required to obtain various licenses and permits from different regulatory authorities in order to distribute certain categories of products on our mobile apps and websites. See “Item 4.B. Information on the Company—Business Overview—Regulation—Licenses and Permits.” We have made great efforts to obtain all the applicable licenses and permits, but due to the large number of products sold on our mobile apps and websites, we may not always be able to do so and we were penalized by governmental authorities for selling products without proper licenses. As we increase our product selection, we may also become subject to new or existing laws and regulations that did not affect us before.As online retail is evolving rapidly in China, new laws and regulations may be adopted from time to time to require additional licenses and permits other than those we currently have, and to address new issues that arise from time to time. For example, in August 2018, the Standing Committee of the National People’s Congress promulgated theE-Commerce
Law, which became effective on January 1, 2019. TheE-Commerce
Law imposes a number of new requirements and obligations one-commerce
platform operators. As no detailed interpretation and implementation rules have been promulgated, it remains uncertain how the newly adoptedE-Commerce
Law will be interpreted and implemented. We have adopted a series of measures to comply with such requires under theE-Commerce
Law. We cannot assure you, however, that our current business operations meet the requirements under theE-Commerce
Law in all respects. If the PRC governmental authorities determine that we are not in compliance with all the requirements under theE-Commerce
Law and other applicable laws and rules, we may be subject to fines and/or other sanctions. As a result, substantial uncertainties exist regarding the interpretation and implementation of PRC laws and regulations applicable to online retail businesses. If we are unable to maintain and renew one or more of our licenses and certificates when their current term expires, or obtain such renewals on commercially reasonable terms, our operations could be disrupted.If the PRC government requires additional licenses or permits or provides more strict supervision requirements in the future in order for us to conduct our businesses, there is no guarantee that we would be able to obtain such licenses or permits or meet all the supervision requirements in a timely manner, or at all.
We have granted, and may continue to grant, restricted share units and other types of awards under our Share Incentive Plan, which may result in increased share-based compensation expenses.
We have adopted a share incentive plan to provide additional incentives to employees, directors and consultants. See “Item 6.B. Directors, Senior Management and Employees—Compensation—Share Incentive Plan” for a detailed discussion. For example, in May 2015, our board of directors approved a10-year
compensation plan for Mr. Richard Qiangdong Liu, under which, Mr. Liu will receive RMB1.00 per year in cash salary and zero cash bonus during the10-year
period and in the meantime, Mr. Liu was granted an option to acquire a total of 26,000,000 Class A ordinary shares of the Company, at an exercise price of US$16.70 per share or US$33.40 per ADS, subject to a10-year
vesting schedule with 10% of the award vested on each anniversary of the grant date. We will not grant any additional equity incentive to Mr. Liu during the10-year
period. We incurred share-based compensation expenses of RMB227 million, RMB167 million and RMB134 million (US$19 million) in connection with this grant of option to Mr. Liu in 2017, 2018 and 2019, respectively. In addition, JD Logistics adopted its own share incentive plan in 2018, which permits the granting of stock options, restricted share units and other types of awards of JD Logistics to its employees, directors and consultants, and granted 187,844,000 and 83,476,500 share options in 2018 and 2019, respectively.For the years ended December 31, 2017, 2018 and 2019, we recorded an aggregate of RMB2,780 million, RMB3,660 million RMB3,695 million (US$531 million), respectively, in share-based compensation expenses. As of December 31, 2019, the awards that had been granted to our directors, officers, employees and consultants and remained outstanding included (i) restricted share units to receive an aggregate of 100,851,090 ordinary shares, excluding restricted share units that were forfeited, cancelled, or vested after the relevant grant date, and (ii) options to purchase an aggregate of 36,224,124 ordinary shares, excluding options that were forfeited, cancelled, or exercised after the relevant grant date. We believe the granting of share-based awards is of significant importance to our ability to attract and retain key personnel and employees, and we will continue to grant share-based awards to employees in the future. As a result, our expenses associated with share-based compensation may increase, which may have an adverse effect on our results of operations.Our results of operations are subject to seasonal fluctuations.
We experience seasonality in our business, reflecting a combination of traditional retail seasonality patterns and new patterns associated with online retail in particular. For example, we generally experience less user traffic and purchase orders during national holidays in China, particularly during the Chinese New Year holiday season in the first quarter of each year. Furthermore, sales in the traditional retail industry are significantly higher in the fourth quarter of each calendar year than in the preceding three quarters.E-commerce
companies in China hold special promotional campaigns on November 11 each year, and we hold a special promotional campaign in the second quarter of each year, on June 18, to celebrate the anniversary of the founding of our business, both of which can affect our results for those quarters. Overall, the historical seasonality of our business has been relatively mild due to the rapid growth we have experienced and may increase further in the future. Our financial condition and results of operations for future periods may continue to fluctuate. As a result, the trading price of our ADSs may fluctuate from time to time due to seasonality.We may need additional capital, and financing may not be available on terms acceptable to us, or at all.
We believe that our current cash and cash equivalents and anticipated cash flow from operations will be sufficient to meet our anticipated cash needs for the next 12 months. We may, however, require additional cash resources due to changed business conditions or other future developments, including any changes in our account payable policy, marketing initiatives or investments we may decide to pursue. If these resources are insufficient to satisfy our cash requirements, we may seek to obtain a credit facility or sell additional equity or debt securities. The sale of additional equity securities could result in dilution of our existing shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. For example, the unsecured senior notes we issued in April 2016 and January 2020 both contain covenants including limitation on liens and restriction on consolidation, merger and sale of all or substantially all of our assets, and our term and revolving credit facilities we entered into in 2017 contain covenants that impose certain minimum financial performance requirements on us and that restrict our ability to raise additional debt. It is uncertain whether financing will be available in amounts or on terms acceptable to us, if at all.
Failure to comply with the terms of our indebtedness or enforcement of our obligations under any guarantee or other similar arrangement could have an adverse effect on our cash flow and liquidity.
As of December 31, 2019, we had long-term debt obligations in an aggregate amount of RMB10.1 billion (US$1.4 billion), including US$1.0 billion in aggregate principal amount of unsecured senior notes and US$450 million we had drawn down under our US$1.0 billion term and revolving credit facilities. Subsequently, we issued in January 2020 US$1.0 billion in aggregate principal amount of senior unsecured notes, and drew down in April 2020 the remaining US$550 million under our US$1.0 billion term and revolving credit facilities. Under the terms of our indebtedness and under any debt financing arrangement that we may enter into in the future, we are, and may be in the future, subject to covenants that could, among other things, restrict our business and operations. If we breach any of these covenants, our lenders under our credit facilities and holders of our unsecured senior notes will be entitled to accelerate our debt obligations. Any default under our credit facilities or unsecured senior notes could require that we repay these debts prior to maturity as well as limit our ability to obtain additional financing, which in turn may have a material adverse effect on our cash flow and liquidity. In addition, enforcement against us under any guarantee and other similar arrangements we may enter into in the future could materially and adversely affect our cash flow and liquidity.
Changes affecting the availability of the London Inter-bank Offered Rate (LIBOR) may have consequences for us that cannot yet be reasonably predicted.
We have outstanding debt with variable interest rates based on LIBOR. In December 2017, we entered into a five-year US$1.0 billion term and revolving credit facilities agreement with a group of 24 arrangers. The facilities were priced at 115 basis points over LIBOR. As of the date of this annual report, we had fully drawn down the credit facilities. The LIBOR benchmark has been the subject of national, international and other regulatory guidance and proposals to reform. On July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. It is unclear whether or not, at that time, LIBOR will cease to exist and a satisfactory replacement rate developed or if new methods of calculating LIBOR will be established such that it continues to exist after 2021. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of, among other entities, large U.S. financial institutions, is considering replacing U.S. dollar LIBOR with a new index that measures the cost of borrowing cash overnight, backed by U.S. Treasury securities (“SOFR”). SOFR is observed and backward-looking, which stands in contrast with LIBOR under the current methodology, which is an estimated forward-looking rate and relies, to some degree, on the expert judgment of submitting panel members. Whether or not SOFR attains market traction as a LIBOR replacement rate remains in question. As such, the future of LIBOR at this time is uncertain. If LIBOR ceases to exist, we may need to renegotiate the applicable interest rates under our existing revolving credit facilities agreement, as it uses LIBOR as a factor in determining the applicable interest rate. In addition, any changes to benchmark rates may have an uncertain impact on our cost of funds and our access to the capital markets, which could impact our results of operations and cash flows. Uncertainty as to the nature of such potential changes may also adversely affect the trading market for our securities.
Our revenues and financial results may be adversely affected by any economic slowdown in China as well as globally.
The success of our business ultimately depends on consumer spending. We derive substantially all of our revenues from China. As a result, our revenues and financial results are impacted to a significant extent by economic conditions in China and globally, as well as economic conditions specific to online retail. The global macroeconomic environment is facing numerous challenges. The growth rate of the Chinese economy has gradually slowed since 2010 and the trend may continue in the foreseeable future, especially in light of the challenges the global economy is facing due to the COVID-19 global pandemic. See “— We face risks related to natural disasters, health epidemics and other outbreaks, which could significantly disrupt our operations.” Any slowdown could significantly reduce domestic commerce in China, including through the internet generally and through us. In addition, there is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States and China. Unrest, terrorist threats and the potential for war in the Middle East and elsewhere may increase market volatility across the globe. There have also been concerns about the relationship between China and other countries, including the surrounding Asian countries, which may potentially have economic effects. In particular, there is significant uncertainty about the future relationship between the United States and China with respect to trade policies, treaties, government regulations and tariffs. Economic conditions in China are sensitive to global economic conditions, as well as changes in domestic economic and political policies and the expected or perceived overall economic growth rate in China. Any severe or prolonged slowdown in the global or Chinese economy may materially and adversely affect our business, results of operations and financial condition.
We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.
We regard our trademarks, copyrights, patents, domain names,know-how,
proprietary technologies, and similar intellectual property as critical to our success, and we rely on a combination of intellectual property laws and contractual arrangements, including confidentiality, invention assignment andnon-compete
agreements with our employees and others, to protect our proprietary rights. Although we are not aware of any copycat websites that attempt to cause confusion or diversion of traffic from us at the moment, we may become an attractive target to such attacks in the future because of our brand recognition in the online retail industry in China. Despite these measures, any of our intellectual property rights could be challenged, invalidated, circumvented or misappropriated, or such intellectual property may not be sufficient to provide us with competitive advantages. In addition, there can be no assurance that our patent applications will be approved, that any issued patents will adequately protect our intellectual property, or that such patents will not be challenged by third parties or found by a judicial authority to be invalid or unenforceable. Further, because of the rapid pace of technological change in our industry, parts of our business rely on technologies developed or licensed by third parties, and we may not be able to obtain or continue to obtain licenses and technologies from these third parties at all or on reasonable terms.
It is often difficult to register, maintain and enforce intellectual property rights in China. Statutory laws and regulations are subject to judicial interpretation and enforcement and may not be applied consistently due to the lack of clear guidance on statutory interpretation. Confidentiality, invention assignment andnon-compete
agreements may be breached by counterparties, and there may not be adequate remedies available to us for any such breach. Accordingly, we may not be able to effectively protect our intellectual property rights or to enforce our contractual rights in China. Policing any unauthorized use of our intellectual property is difficult and costly and the steps we take may be inadequate to prevent the infringement or misappropriation of our intellectual property. In the event that we resort to litigation to enforce our intellectual property rights, such litigation could result in substantial costs and a diversion of our managerial and financial resources, and could put our intellectual property at risk of being invalidated or narrowed in scope. We can provide no assurance that we will prevail in such litigation, and even if we do prevail, we may not obtain a meaningful recovery. In addition, our trade secrets may be leaked or otherwise become available to, or be independently discovered by, our competitors. Any failure in maintaining, protecting or enforcing our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations.We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.
We cannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate patents, copyrights or other intellectual property rights held by third parties. We have been, and from time to time in the future may be, subject to legal proceedings and claims relating to the intellectual property rights of others. In addition, there may be other third-party intellectual property that is infringed by our products or services, the products or services provided by third-party merchants on our marketplace, or other aspects of our business. There could also be existing patents of which we are not aware that our products may inadvertently infringe. We cannot assure you that holders of patents purportedly relating to some aspect of our technology platform or business, if any such holders exist, would not seek to enforce such patents against us in China, the United States or any other jurisdictions. Further, the application and interpretation of China’s patent laws and the procedures and standards for granting patents in China are still evolving and are uncertain, and we cannot assure you that PRC courts or regulatory authorities would agree with our analysis. If we are found to have violated the intellectual property rights of others, we may be subject to liability for our infringement activities or may be prohibited from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives of our own. In addition, we may incur significant expenses, and may be forced to divert management’s time and other resources from our business and operations to defend against these third-party infringement claims, regardless of their merits. Successful infringement or licensing claims made against us may result in significant monetary liabilities and may materially disrupt our business and operations by restricting or prohibiting our use of the intellectual property in question. Finally, we use open source software in connection with our products and services. Companies that incorporate open source software into their products and services have, from time to time, faced claims challenging the ownership of open source software and compliance with open source license terms. As a result, we could be subject to suits by parties claiming ownership of what we believe to be open source software or noncompliance with open source licensing terms. Some open source software licenses require users who distribute open source software as part of their software to publicly disclose all or part of the source code to such software and make available any derivative works of the open source code on unfavorable terms or at no cost. Any requirement to disclose our source code or pay damages for breach of contract could be harmful to our business, results of operations and financial condition.
We have limited insurance coverage, which could expose us to significant costs and business disruption.
We maintain various insurance policies to safeguard against risks and unexpected events. We have purchased all risk property insurance covering our inventory and fixed assets such as equipment, furniture and office facilities. We maintain public liability insurance for our business activities at 27 locations. We also provide social security insurance including pension insurance, unemployment insurance, work-related injury insurance, maternity insurance and medical insurance for our employees. Additionally, we provide group accident insurance for all employees and supplementary medical insurance for all management and technology and other professional personnel. However, insurance companies in China currently offer limited business-related insurance products. We do not maintain business interruption insurance or product liability insurance other than in connection with the fixed business premises of our 7FRESH business, nor do we maintainkey-man
life insurance. We cannot assure you that our insurance coverage is sufficient to prevent us from any loss or that we will be able to successfully claim our losses under our current insurance policy on a timely basis, or at all. If we incur any loss that is not covered by our insurance policies, or the compensated amount is significantly less than our actual loss, our business, financial condition and results of operations could be materially and adversely affected.
Our chairman and chief executive officer, Mr. Richard Qiangdong Liu, has considerable influence over important corporate matters. Our dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares and/or our ADSs may view as beneficial.
Our chairman and chief executive officer, Mr. Richard Qiangdong Liu, has considerable influence over important corporate matters. Our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares are entitled to one vote per share in respect of matters requiring the votes of shareholders, while holders of Class B ordinary shares are entitled to twenty votes per share, subject to certain exceptions. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any direct or indirect transfer of Class B ordinary shares or associated voting power by a holder thereof to any person or entity which is not an affiliate of such holder, such Class B ordinary shares will be automatically and immediately converted into the equal number of Class A ordinary shares. Due to the disparate voting powers associated with our two classes of ordinary shares, as of February 29, 2020, Mr. Liu beneficially owned 78.5% of the aggregate voting power of our company, including 5.1% of the aggregate voting power of our company that he may exercise on behalf of Fortune Rising Holdings Limited. Mr. Liu is the sole shareholder and the sole director of Fortune Rising Holdings Limited. Fortune Rising Holdings Limited holds 29,373,658 Class B ordinary shares, representing 5.1% of the aggregate voting power of our company, for the purpose of transferring such shares to the plan participants according to our awards under our Share Incentive Plan, and administers the awards and acts according to our instruction. Fortune Rising Holdings Limited can exercise the 5.1% of the aggregate voting power of our company following our instruction. Mr. Liu, as the representative of Fortune Rising Holdings Limited, can exercise this 5.1% of the aggregate voting power of our company on behalf of Fortune Rising Holdings Limited. See “Item 6.E. Directors, Senior Management and Employees—Share Ownership.” As a result, Mr. Liu has considerable influence over matters such as electing directors and approving material mergers, acquisitions or other business combination transactions. In addition, under our current memorandum and articles of association, our board of directors will not be able to form a quorum without Mr. Liu for so long as Mr. Liu remains a director. This concentrated control will limit your ability to influence corporate matters and could also discourage others from pursuing any potential merger, takeover or other change of control transactions, which could have the effect of depriving the holders of our Class A ordinary shares and our ADSs of the opportunity to sell their shares at a premium over the prevailing market price.
Changes in U.S. and international trade policies, particularly with regard to China, may adversely impact our business and operating results.
The U.S. government has made statements and taken certain actions that may lead to potential changes to U.S. and international trade policies towards China. In January 2020, the “Phase One” agreement was signed between the United States and China on trade matters. However, it remains unclear what additional actions, if any, will be taken by the U.S. or other governments with respect to international trade agreements, the imposition of tariffs on goods imported into the U.S., tax policy related to international commerce, or other trade matters. While cross-border business may not be an area of our focus, any unfavorable government policies on international trade, such as capital controls or tariffs, may affect the demand for our products and services, impact the competitive position of our products or prevent us from selling products in certain countries. If any new tariffs, legislation and/or regulations are implemented, or if existing trade agreements are renegotiated or, in particular, if the U.S. government takes retaliatory trade actions due to the recent U.S.-China trade tension, such changes could have an adverse effect on our business, financial condition and results of operations.
Disruptions in the financial markets and economic conditions could affect our ability to raise capital.
Global economies could suffer dramatic downturns as the result of a deterioration in the credit markets and related financial crisis as well as a variety of other factors including, extreme volatility in security prices, severely diminished liquidity and credit availability, ratings downgrades of certain investments and declining valuations of others. For example, the current COVID-19 pandemic has caused significant volatility in financial markets across the world. In the past, governments have taken unprecedented actions in an attempt to address and rectify these extreme market and economic conditions by providing liquidity and stability to the financial markets. If these actions are not successful, the return of adverse economic conditions may cause a significant impact on our ability to raise capital, if needed, on a timely basis and on acceptable terms or at all.
We may be the subject of anti-competitive, harassing, or other detrimental conduct by third parties including complaints to regulatory agencies, negative blog postings, and the public dissemination of malicious assessments of our business that could harm our reputation and cause us to lose market share, customers and revenues and adversely affect the price of our ADSs.
We may be the target of anti-competitive, harassing, or other detrimental conduct by third parties. Such conduct includes complaints, anonymous or otherwise, to regulatory agencies. Our brand name and our business may be harmed by aggressive marketing and communications strategies of our competitors. We may be subject to government or regulatory investigation as a result of such third-party conduct and may be required to expend significant time and incur substantial costs to address such third-party conduct, and there is no assurance that we will be able to conclusively refute each of the allegations within a reasonable period of time, or at all. Additionally, allegations, directly or indirectly against us, may be posted in internet chat-rooms or on blogs or websites by anyone, whether or not related to us, on an anonymous basis. Consumers value readily available information concerning retailers, manufacturers, and their goods and services and often act on such information without further investigation or authentication and without regard to its accuracy. The availability of information on social media platforms and devices is virtually immediate, as is its impact. Social media platforms and devices immediately publish the content their subscribers and participants post, often without filters or checks on the accuracy of the content posted. Information posted may be inaccurate and adverse to us, and it may harm our financial performance, prospects or business. The harm may be immediate without affording us an opportunity for redress or correction. Our reputation may be negatively affected as a result of the public dissemination of anonymous allegations or malicious statements about our business, which in turn may cause us to lose market share, customers and revenues and adversely affect the price of our ADSs.
We face risks related to natural disasters, health epidemics and other outbreaks, such as the outbreak of COVID-19, which could significantly disrupt our operations.
Our business could be adversely affected by the effects of epidemics, includingCOVID-19,
avian influenza, severe acute respiratory syndrome, (SARS), influenza A (H1N1), Ebola or another epidemic. Any such occurrences could cause severe disruption to our daily operations, including our fulfillment infrastructure and our customer service centers, and may even require a temporary closure of our facilities. In recent years, there have been outbreaks of epidemics in China and globally. For example, in early 2020, in response to intensifying efforts to contain the spread ofCOVID-19,
the Chinese government took a number of actions, which included extending the Chinese New Year holiday, quarantining individuals infected with or suspected of havingCOVID-19,
prohibiting residents from free travel, encouraging employees of enterprises to work remotely from home and cancelling public activities, among others. TheCOVID-19
has also resulted in temporary closure of many corporate offices, retail stores, manufacturing facilities and factories across China. We have taken a series of measures in response to the outbreak, including, among others, remote working arrangements for some of our employees and temporarily allowing the government to utilize our fulfillment infrastructure and logistics services for crisis relief. These measures could reduce the capacity and efficiency of our operations and negatively impact the procurement of products, which in turn could negatively affect our results of operations. The extent to whichCOVID-19
impacts our results of operations will depend on the future developments of the outbreak, including new information concerning the global severity of and actions taken to contain the outbreak, which are highly uncertain and unpredictable. In addition, our results of operations could be adversely affected to the extent that the outbreak harms the Chinese economy in general. To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this annual report, such as those relating to our level of indebtedness, our need to generate sufficient cash flows to service our indebtedness and our ability to comply with the covenants contained in the agreements that govern our indebtedness.We are also vulnerable to natural disasters and other calamities. If any such disaster were to occur in the future affecting Beijing, Shanghai, Guangzhou, Wuhan, Chengdu, Shenyang or Xi’an, or any other city where we have major operations in China, our operations could be materially and adversely affected due to loss of personnel and damages to property, including our inventory and our technology systems. Our operation could also be severely disrupted if our suppliers, customers or business partners were affected by such natural disasters or health epidemics.
If we do not appropriately maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, we may be unable to accurately report our financial results and the market price of our ADSs may be adversely affected.
We are subject to reporting obligations under the U.S. securities laws. The SEC, as required under Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company to include a management report on such company’s internal control over financial reporting in its annual report, which contains management’s assessment of the effectiveness of the company’s internal control over financial reporting. In addition, an independent registered public accounting firm must attest to and report on the effectiveness of the company’s internal control over financial reporting. Our management has concluded that our internal control over financial reporting was effective as of December 31, 2019. See “Item 15. Controls and Procedures.”
However, if we fail to maintain effective internal control over financial reporting in the future, our management and our independent registered public accounting firm may not be able to conclude that we have effective internal control over financial reporting at a reasonable assurance level. This could in turn result in the loss of investor confidence in the reliability of our financial statements and negatively impact the trading price of our ADSs. Furthermore, we have incurred and may need to incur additional costs and use additional management and other resources in an effort to comply with Section 404 of the Sarbanes-Oxley Act and other requirements going forward.
Registered public accounting firms in China, including our independent registered public accounting firm, are not inspected by the U.S. Public Company Accounting Oversight Board, which deprives us and our investors of the benefits of such inspection.
Auditors of companies whose shares are registered with the SEC and traded publicly in the United States, including our independent registered public accounting firm, must be registered with the U.S. Public Company Accounting Oversight Board, or the PCAOB, and is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with applicable professional standards. Our independent registered public accounting firm is located in, and organized under the laws of, the PRC, which is a jurisdiction where the PCAOB has been unable to conduct inspections without the approval of the Chinese authorities. In May 2013, the PCAOB announced that it had entered into a Memorandum of Understanding on Enforcement Cooperation with the China Securities Regulatory Commission, or the CSRC, and the PRC Ministry of Finance, which establishes a cooperative framework between the parties for the production and exchange of audit documents relevant to investigations undertaken by the PCAOB, or the CSRC or the PRC Ministry of Finance in the United States and the PRC, respectively. The PCAOB continues to be in discussions with the CSRC and the PRC Ministry of Finance to permit joint inspections in the PRC of audit firms that are registered with the PCAOB and audit Chinese companies that trade on U.S. exchanges. On December 7, 2018, the SEC and the PCAOB issued a joint statement highlighting continued challenges faced by the U.S. regulators in their oversight of financial statement audits of U.S.-listed companies with significant operations in China. As part of a continued regulatory focus in the United States on access to audit and other information currently protected by national law, in particular the PRC’s, in June 2019, a bipartisan group of lawmakers introduced bills in both houses of the U.S. Congress that would require the SEC to maintain a list of issuers for which PCAOB is not able to inspect or investigate an auditor report issued by a foreign public accounting firm. The Ensuring Quality Information and Transparency for Abroad-Based Listings on our Exchanges (EQUITABLE) Act prescribes increased disclosure requirements for these issuers and, beginning in 2025, the delisting from U.S. national securities exchanges such as the New York Stock Exchange of issuers included on the SEC’s list for three consecutive years. Enactment of this legislation or other efforts to increase U.S. regulatory access to audit information could cause investor uncertainty for affected issuers, including us, and the market price of our ADSs could be adversely affected. It is unclear if this proposed legislation would be enacted.
This lack of PCAOB inspections in China prevents the PCAOB from fully evaluating audits and quality control procedures of our independent registered public accounting firm. As a result, we and investors may be deprived of the benefits of such PCAOB inspections. The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of our independent registered public accounting firm’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to PCAOB inspections, which could cause investors and potential investors of our ADSs to lose confidence in our audit procedures and reported financial information and the quality of our financial statements.
Proceedings instituted by the SEC against certainPRC-based
accounting firms, including our independent registered public accounting firm, could result in financial statements being determined to not be in compliance with the requirements of the Exchange Act.In December 2012, the SEC brought administrative proceedings against five accounting firms in China, including our independent registered public accounting firm, alleging that they had refused to produce audit work papers and other documents related to certain other China-based companies under investigation by the SEC. In January 2014, an initial administrative law decision was issued, censuring these accounting firms and suspending four of these firms from practicing before the SEC for a period of six months. The decision was neither final nor legally effective unless and until reviewed and approved by the SEC. In February 2014, four of thesePRC-based
accounting firms appealed to the SEC against this decision. In February 2015, each of the fourPRC-based
accounting firms agreed to a censure and to pay a fine to the SEC to settle the dispute and avoid suspension of their ability to practice before the SEC. Under the settlement, the SEC accepted that future requests by the SEC for the production of documents will normally be made to the CSRC. The firms were to receive matching Section 106 requests, and were required to abide by a detailed set of procedures with respect to such requests, which in substance require them to facilitate production via the CSRC. If they failed to meet the specified criteria during a period of four years starting from the settlement date, the SEC retained authority to impose a variety of additional remedial measures on the firms depending on the nature of the failure. Under the terms of the settlement, the underlying proceeding against the four China-based accounting firms was deemed dismissed with prejudice four years after entry of the settlement. The four-year mark occurred on February 6, 2019. While we cannot predict if the SEC will further challenge the four China-based accounting firms’ compliance with U.S. law in connection with U.S. regulatory requests for audit work papers or if the results of such a challenge would result in the SEC imposing penalties such as suspensions. If additional remedial measures are imposed on the Chinese affiliates of the “big four” accounting firms, including our independent registered public accounting firm, we could be unable to timely file future financial statements in compliance with the requirements of the Exchange Act.In the event that the Chinese affiliates of the “big four” become subject to additional legal challenges by the SEC or PCAOB, depending upon the final outcome, listed companies in the United States with major PRC operations may find it difficult or impossible to retain auditors in respect of their operations in the PRC, which could result in financial statements being determined to not be in compliance with the requirements of the Exchange Act, including possible delisting. Moreover, any negative news about the proceedings against these audit firms may cause investor uncertainty regarding China-based, United States-listed companies and the market price of our ADSs may be adversely affected.
If our independent registered public accounting firm were denied, even temporarily, the ability to practice before the SEC and we were unable to timely find another registered public accounting firm to audit and issue an opinion on our financial statements, our financial statements could be determined not to be in compliance with the requirements of the Exchange Act. Such a determination could ultimately lead to delisting of our securities from Nasdaq or deregistration from the SEC, or both, which would substantially reduce or effectively terminate the trading of our ADSs in the United States.
We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk ofnon-compliance.
We are subject to rules and regulations by various governing bodies, including, for example, the SEC, which is charged with the protection of investors and the oversight of companies whose securities are publicly traded, and the various regulatory authorities in China and the Cayman Islands, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.
Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.
Our international expansion strategy and ability to conduct business in international markets may be adversely affected by legal, regulatory, political and economic risks.
International expansion is a significant component of our growth strategy and may require significant capital investment, which could strain our resources and adversely impact current performance, while adding complexity to our current operations. We are subject to PRC law in addition to the laws of the foreign countries in which we operate. If any of our overseas operations, or our associates or agents, violate such laws, we could become subject to sanctions or other penalties, which could negatively affect our reputation, business and operating results.
In addition, we may face operational issues that could have a material adverse effect on our reputation, business and results of operations, if we fail to address certain factors including, but not limited to, the following:
difficulties in developing, staffing and simultaneously managing a foreign operation as a result of distance, language and cultural differences;
challenges in formulating effective local sales and marketing strategies targeting users from various jurisdictions and cultures, who have a diverse range of preferences and demands;
challenges in identifying appropriate local business partners and establishing and maintaining good working relationships with them;
dependence on local platforms in marketing our international products and services overseas;
challenges in selecting suitable geographical regions for international business;
longer customer payment cycles;
currency exchange rate fluctuations;
political or social unrest or economic instability;
protectionist or national security policies that restrict our ability to invest in or acquire companies; develop, import or export certain technologies, such as the national AI initiative proposed by the U.S. government; or utilize technologies that are deemed by local governmental regulators to pose a threat to their national security;
compliance with applicable foreign laws and regulations and unexpected changes in laws or regulations, including compliance with privacy laws and data security laws, including the European Union General Data Protection Regulation, or GDPR, and compliance costs across different legal systems;
differing, complex and potentially adverse customs, import/export laws, tax rules and regulations or other trade barriers or restrictions which may be applicable to transactions conducted through our international and cross-border platforms, related compliance obligations and consequences ofnon-compliance,
and any new developments in these areas; andincreased costs associated with doing business in foreign jurisdictions.
One or more of these factors could harm our overseas operations and consequently, could harm our overall results of operations.
Risks Related to Our Corporate Structure Risks and uncertainties relating to our corporate structure include, but are not limited to, the following: If the PRC government deems that the contractual arrangements in relation to our variable interest entities do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.operations; Foreign ownership of certain of our businesses including value-added telecommunication services is subject to restrictions under current PRC laws and regulations. For example, foreign investors are not allowed to own more than 50% of the equity interests in a value-added telecommunication service provider (excludinge-commerce,
domestic multi-party communications, data collection and transmission services and call centers) and the main foreign investor in the foreign-invested telecommunication enterprise must have experience in providing value-added telecommunications services overseas and maintain a good track record.
We are a Cayman Islands exempted company and our PRC subsidiaries Jingdong Century, Shanghai Shengdayuan and Xi’an Jingxundi are considered foreign-invested enterprises. Accordingly, none of these PRC subsidiaries is eligible to provide value-added telecommunication services or provide certain other restricted services related to our businesses, such as domestic document delivery services. As a result, we conduct or will conduct such business activities through our variable interest entities and their subsidiaries in PRC, including Jingdong 360, Jiangsu Yuanzhou, Xi’an Jingdong Xincheng and Jingbangda. Jingdong 360 holds our ICP license as an internet information provider. Xi’an Jingdong Xincheng primarily provides courier services through Jingbangda and its subsidiaries.
Jingdong 360, Jiangsu Yuanzhou, Xi’an Jingdong Xincheng and all of our other variable interest entities that have business activities in PRC are 45% owned by Mr. Richard Qiangdong Liu, our chairman and chief executive officer, 30% owned by Ms. Yayun Li, our chief compliance officer, and 25% owned by Ms. Pang Zhang, our employee. Mr. Liu, Ms. Li and Ms. Zhang are PRC citizens. We entered into a series of contractual arrangements with Jingdong 360, Jiangsu Yuanzhou, Xi’an Jingdong Xincheng and other variable interest entities in China and their respective shareholders, which enable us to:
exercise effective control over Jingdong 360, Jiangsu Yuanzhou, Xi’an Jingdong Xincheng and other variable interest entities in China;
receive substantially all of the economic benefits of Jingdong 360, Jiangsu Yuanzhou, Xi’an Jingdong Xincheng and other variable interest entities in China; and
have an exclusive option to purchase all or part of the equity interests in Jingdong 360, Jiangsu Yuanzhou, Xi’an Jingdong Xincheng and other variable interest entities in China when and to the extent permitted by PRC law.
Because of these contractual arrangements, we are the primary beneficiary of Jingdong 360, Jiangsu Yuanzhou, Xi’an Jingdong Xincheng and other variable interest entities in China and hence consolidate their financial results as our variable interest entities. For a detailed discussion of these contractual arrangements, see “Item 4.C. Information on the Company—Organizational Structure.”
In the opinion of Zhong Lun Law Firm, our PRC legal counsel, (i) the ownership structures of our variable interest entities in China and the PRC subsidiaries that have entered into contractual arrangements with the variable interest entities, including Jingdong Century, comply with all existing PRC laws and regulations; and (ii) the contractual arrangements between the PRC subsidiaries, including Jingdong Century, the variable interest entities and their respective shareholders governed by PRC law are valid, binding and enforceable, and will not result in any violation of PRC laws or regulations currently in effect. However, our PRC legal counsel has also advised us that there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules; accordingly, the PRC regulatory authorities may take a view that is contrary to the opinion of our PRC legal counsel. It is uncertain whether any other new 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 our variable interest entities are found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures, including:
revoking the business licenses of such entities;
discontinuing or restricting the conduct of any transactions between certain of our PRC subsidiaries and variable interest entities;
imposing fines, confiscating the income from our variable interest entities, or imposing other requirements with which we or our variable interest entities may not be able to comply;
requiring us to restructure our ownership structure or operations, including terminating the contractual arrangements with our variable interest entities and deregistering the equity pledges of our variable interest entities, which in turn would affect our ability to consolidate, derive economic interests from, or exert effective control over our variable interest entities; or
restricting or prohibiting our use of the proceeds of any of our financing outside China to finance our business and operations in China.
The imposition of any of these penalties would result in a material and adverse effect on our ability to conduct our business. In addition, it is unclear what impact the PRC government actions would have on us and on our ability to consolidate the financial results of our variable interest entities in our consolidated financial statements, if the PRC government authorities were to find our legal structure and contractual arrangements to be in violation of PRC laws and regulations. If the imposition of any of these government actions causes us to lose our right to direct the activities of our variable interest entities or our right to receive substantially all the economic benefits and residual returns from our variable interest entities and we are not able to restructure our ownership structure and operations in a satisfactory manner, we would no longer be able to consolidate the financial results of our variable interest entities in our consolidated financial statements. Either of these results, or any other significant penalties that might be imposed on us in this event, would have a material adverse effect on our financial condition and results of operations.
We rely on contractual arrangements with our variable interest entities and their shareholders for a portion of our business operations, which may not be as effective as direct ownership in providing operational control. control;We have relied and expect to continue to rely on contractual arrangements with Jingdong 360 and its shareholders to hold our ICP license as an internet information provider, contractual arrangements with Jiangsu Yuanzhou and its shareholders to conduct the distribution of books and audio and video products and contractual arrangements with other variable interest entities for the relevant restricted businesses. For a description of these contractual arrangements, see “Item 4.C. Information on the Company—Organizational Structure.” These contractual arrangements may not be as effective as direct ownership in providing us with control over our variable interest entities.
If we had direct ownership of our variable interest entities, we would be able to exercise our rights as a shareholder to effect changes in the board of directors of those entities, which in turn could effect changes, subject to any applicable fiduciary obligations, at the management level. However, under the current contractual arrangements, we rely on the performance by our variable interest entities and their respective shareholders of their obligations under the contracts to exercise control over our variable interest entities. However, the shareholders of our variable interest entities may not act in the best interests of our company or may not perform their obligations under these contracts. Such risks exist throughout the period in which we intend to operate our business through the contractual arrangements with our variable interest entities. We may replace the shareholders of our variable interest entities at any time pursuant to our contractual arrangements with them and their shareholders. However, if any dispute relating to these contracts remains unresolved, we will have to enforce our rights under these contracts through the operations of PRC law and courts and therefore will be subject to uncertainties in the PRC legal system. See “—Any failure by our variable interest entities or their shareholders to perform their obligations under our contractual arrangements with them would have a material and adverse effect on our business.” Therefore, our contractual arrangements with our variable interest entities may not be as effective in ensuring our control over the relevant portion of our business operations as direct ownership would be.
Any failure by our variable interest entities or their shareholders to perform their obligations under our contractual arrangements with them would have a material and adverse effect on our business.business; and If our variable interest entities or their shareholders fail to perform their respective obligations under the contractual arrangements, we may have to incur substantial costs and expend additional resources to enforce such arrangements. We may also have to rely on legal remedies under PRC law, including seeking specific performance or injunctive relief, and claiming damages, which we cannot assure you will be effective. For example, if the shareholders of our variable interest entities were to refuse to transfer their equity interest in the variable interest entities to us or our designee when we exercise the purchase option pursuant to these contractual arrangements, or if they were otherwise to act in bad faith toward us, we may have to take legal actions to compel them to perform their contractual obligations.
All the agreements under our contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in China. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legal system in the PRC is not as developed as in some other jurisdictions, such as the United States. See “—Risks Related to Doing Business in China—Uncertainties with respect to the PRC legal system could adversely affect us.” Meanwhile, there are very few precedents and little formal guidance as to how contractual arrangements in the context of a variable interest entity should be interpreted or enforced under PRC law, and as a result it may be difficult to predict how an arbitration panel would view such contractual arrangements. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements. Additionally, under PRC law, rulings by arbitrators are final, parties cannot appeal the arbitration results in courts, and if the losing parties fail to carry out the arbitration awards within a prescribed time limit, the prevailing parties may only enforce the arbitration awards in PRC courts through arbitration award recognition proceedings, which would require additional expenses and delay.
Our variable interest entities, including their subsidiaries, hold our necessary licenses and permits, including ICP licenses and Courier Service Operation Permits, and conduct our sales of books and audio and video products (including publication ofe-books
and online audio and video products). In the event we are unable to enforce our contractual arrangements, we may not be able to exert effective control over our variable interest entities, and our ability to conduct these businesses may be negatively affected. We generate the majority of our revenues from products and services that are offered to customers through our mobile apps and websites and any interruption in our ability to use our mobile apps and websites may have a material and adverse effect on our financial condition and results of operations.The shareholders of our variable interest entities may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition. Mr. Richard Qiangdong Liu, Ms. Yayun Li and Ms. Pang Zhang are the shareholders of our variable interest entities that have business activities, including Jingdong 360, Jiangsu Yuanzhou and Xi’an Jingdong Xincheng, among others. Mr. Richard Qiangdong Liu is our chairman and chief executive officer, and Ms. Yayun Li and Ms. Pang Zhang are our employees.The shareholders of our variable interest entities may have potential conflicts of interest with us. These shareholders may breach, or cause our variable interest entities to breach, or refuse to renew, the existing contractual arrangements we have with them and our variable interest entities, which would have a material and adverse effect on our ability to effectively control our variable interest entities and receive substantially all the economic benefits from them. For example, the shareholders may be able to cause our agreements with our variable interest entities to be performed in a manner adverse to us by, among other things, failing to remit payments due under the contractual arrangements to us on a timely basis. We cannot assure you that when conflicts of interest arise, any or all of these shareholders will act in the best interests of our company or such conflicts will be resolved in our favor.Currently, we do not have any arrangements to address potential conflicts of interest between these shareholders and our company. Mr. Richard Qiangdong Liu is also a director and executive officer of our company. We rely on Mr. Liu to abide by the laws of the Cayman Islands and China, which provide that directors owe a fiduciary duty to the company that requires them to act in good faith and in what they believe to be the best interests of the company and not to use their position for personal gains. If we cannot resolve any conflict of interest or dispute between us and the shareholders of our variable interest entities, we would have to rely on legal proceedings, which could result in disruption of our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings.
We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.
We are a holding company, and we may rely on dividends and other distributions on equity paid by our PRC subsidiaries like Jingdong Century for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. If these subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us. In addition, the PRC tax authorities may require Jingdong Century or any other relevant PRC subsidiary to adjust its taxable income under the contractual arrangements it currently has in place with our variable interest entities in a manner that would materially and adversely affect its ability to pay dividends and other distributions to us. See “—Contractual arrangements in relation to our variable interest entities may be subject to scrutiny by the PRC tax authorities and they may determine that we or our PRC variable interest entities owe additional taxes, which could negatively affected our financial condition and the value of your investment.”
Under PRC laws and regulations, our wholly foreign-owned subsidiaries in China may pay dividends only out of their respective accumulated profits as determined in accordance with PRC accounting standards and regulations. In addition, a PRC enterprise is required to set aside at least 10% of its accumulatedafter-tax
profits each year, if any, to fund certain statutory reserve fund, until the aggregate amount of such fund reaches 50% of its registered capital.Any limitation on the ability of our PRC subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business. See also “—Risks Related to Doing Business in China—If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and ournon-PRC
shareholders or ADS holders.”PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from making loans to our PRC subsidiaries and consolidated variable interest entities or making additional capital contributions to our wholly foreign-owned subsidiaries in China, which could materially and adversely affect our liquidity and our ability to fund and expand our business.
We are an offshore holding company conducting our operations in China through our PRC subsidiaries and consolidated variable interest entities. We may make loans to our PRC subsidiaries and consolidated variable interest entities subject to the approval from governmental authorities and limitation of amount, or we may make additional capital contributions to our wholly foreign-owned subsidiaries in China.
Any loans to our wholly foreign-owned subsidiaries in China, which are treated as foreign-invested enterprises under PRC law, are subject to PRC regulations and foreign exchange loan registrations. For example, loans by us to our wholly foreign-owned subsidiaries in China to finance their activities cannot exceed statutory limits, i.e., the difference between its total amount of investment and its registered capital, or certain amount calculated based on elements including capital or net assets and the cross-border financing leverage ratio (“Macro-prudential Management Mode”) under relevant PRC laws and the loans must be registered with the local counterpart of the State Administration of Foreign Exchange, or SAFE, or filed with SAFE in its information system. We may also provide loans to our consolidated affiliated entities or other domestic PRC entities under the Macro-prudential Management Mode. According to the Circular of the People’s Bank of China and the State Administration of Foreign Exchange on Adjusting the Macro-prudent Adjustment Parameter for Cross-border Financing issued on March 11, 2020, the limit for the total amount of foreign debt under the Macro-prudential Management Mode is increased to two and a half times from two times of their respective net assets.Moreover, any medium or long-term loan to be provided by us to our consolidated affiliated entities or other domestic PRC entities must also be registered with the NDRC.We may also decide to finance our wholly foreign-owned subsidiaries in China by means of capital contributions. These capital contributions shall go through record-filing procedures from competent administration for market regulation. SAFE issued the Circular on the Management Concerning the Reform of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, or SAFE Circular 19, which took effect on June 1, 2015. SAFE Circular 19 allows for the use of RMB converted from the foreign currency-denominated capital for equity investments in the PRC provided that such usage shall fall into the scope of business of the foreign-invested enterprise, which will be regarded as the reinvestment of foreign-invested enterprise. In addition, SAFE promulgated the Circular Regarding Further Promotion of the Facilitation of Cross-Border Trade and Investment on October 23, 2019, or SAFE Circular 28, pursuant to which all foreign-invested enterprises can make equity investments in the PRC with their capital funds in accordance with the law. As SAFE Circular 28 is new and the relevant government authorities have broad discretion in interpreting the regulation, it is unclear whether SAFE will permit such capital funds to be used for equity investments in the PRC in actual practice.
Due to the restrictions imposed on loans in foreign currencies extended to any PRC domestic companies, we are not likely to make such loans to the subsidiaries of our wholly foreign-owned subsidiaries in China and our consolidated variable interest entities, each a PRC domestic company. Meanwhile, we are not likely to finance the activities of our consolidated variable interest entities by means of capital contributions given the restrictions on foreign investment in the businesses that are currently conducted by our consolidated variable interest entities.
In light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, we cannot assure you that we will be able to complete the necessary government registrations or record-filings on a timely basis, if at all, with respect to future loans to our PRC subsidiaries or any consolidated variable interest entity or future capital contributions by us to our wholly foreign-owned subsidiaries in China. As a result, uncertainties exist as to our ability to provide prompt financial support to our PRC subsidiaries or consolidated variable interest entities when needed. If we fail to complete such registrations or record-filings, our ability to use foreign currency, including the proceeds we received from our initial public offering, and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business.
Contractual arrangements in relation to our variable interest entities may be subject to scrutiny by the PRC tax authorities and they may determine that we or our PRC variable interest entities owe additional taxes, which could negatively affect our financial condition and the value of your investment.
Under applicable PRC laws and regulations, transactions among related parties may be subject to audit or challenge by the PRC tax authorities. If the PRC tax authorities deem the transactions between the PRC subsidiaries and our variable interest entities in China, and their respective shareholders were not entered into on anarm’s-length
basis and resulted in deferral or underpayment in taxes, they are entitled to make special tax adjustments which might result in the increase of the variable interest entities’ tax liabilities. If the tax authorities conduct special tax adjustments, they might impose interest charges for the underpaid taxes. Our financial position could be adversely affected if our variable interest entities’ tax liabilities increase or if they are required to pay interest charge.Our current corporate structure and business operations may be affected by the Foreign Investment Law.
On March 15, 2019, the National People’s Congress promulgated the Foreign Investment Law or the FIL, which has become effective on January 1, 2020 and replaced the outgoing laws regulating foreign investment in China, namely, the PRC Equity Joint Venture Law, the PRC Cooperative Joint Venture Law and the Wholly Foreign-owned Enterprise Law, as well their implementation rules and ancillary regulations, or the Outgoing FIE Laws. See “Item 4. Information on the Company—B. Business Overview—Regulation—Regulation on Foreign Investment.”
Meanwhile, the Implementation Rules to the Foreign Investment Law came into effect as of January 1, 2020, which clarified and elaborated the relevant provisions of the Foreign Investment Law. However, uncertainties still exist in relation to interpretation and implementation of the FIL, especially in regard to, including, among other things, the nature of variable interest entities contractual arrangements and specific rules regulating the organization form of foreign-invested enterprises within the five-year transition period. While FIL does not define contractual arrangements as a form of foreign investment explicitly, it has acatch-all
provision under definition of “foreign investment” that includes investments made by foreign investors in the PRC through other means as provided by laws, administrative regulations or the State Council, we cannot assure you that future laws and regulations will not provide for contractual arrangements as a form of foreign investment. Therefore, there can be no assurance that our control over our VIEs through contractual arrangements will not be deemed as foreign investment in the future. In the event that any possible implementing regulations of the FIL, any other future laws, administrative regulations or provisions deem contractual arrangements as a way of foreign investment, or if any of our operations through contractual arrangements is classified in the “restricted” or “prohibited” industry in the future “negative list” under the FIL, our contractual arrangements may be deemed as invalid and illegal, and we may be required to unwind the variable interest entity contractual arrangements and/or dispose of any affected business. Also, if future laws, administrative regulations or provisions mandate further actions to be taken with respect to existing contractual arrangements, we may face substantial uncertainties as to whether we can complete such actions in a timely manner, or at all. Furthermore, under the FIL, foreign investors or the foreign investment enterprise should be imposed legal liabilities for failing to report investment information in accordance with the requirements. In addition, the FIL provides that foreign invested enterprises established according to the existing laws regulating foreign investment may maintain their structure and corporate governance within a five-year transition period, which means that we may be required to adjust the structure and corporate governance of certain of our PRC subsidiaries in such transition period. Failure to take timely and appropriate measures to cope with any of these or similar regulatory compliance challenges could materially and adversely affect our current corporate structure, corporate governance, financial condition and business operations.
Risks Related to Doing Business in China We are also subject to risks and uncertainties relating to doing business in China in general, including, but are not limited to, the following: Changes in China’s or global economic, political or social conditions or government policies could have a material and adverse effect on our business and operations; Uncertainties with respect to the PRC legal system could adversely affect us; We are subject to consumer protection laws that could require us to modify our current business practices and incur increased costs; and We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of internet-related business and companies. Risks Related to Our ADSs and Class A Ordinary Shares In addition to the risks described above, we are subject to general risks relating to our ADSs and Class A ordinary shares, including, but not limited to, the following: The trading price of our ADSs has been and is likely to continue to be, and the trading price of our Class A ordinary shares can be, volatile, which could result in substantial losses to holders of our Class A ordinary shares and/or ADSs; We adopt different practices as to certain matters as compared with many other companies listed on the Hong Kong Stock Exchange; We cannot guarantee that any share repurchase program will be fully consummated or that any share repurchase program will enhance long-term shareholder value, and share repurchases could increase the volatility of the price of our Class A ordinary shares and/or ADSs and could diminish our cash reserves; and If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market price for our Class A ordinary shares and/or ADSs and trading volume could decline.
FORWARD-LOOKING INFORMATION This annual report onForm 20-F contains forward-looking statements that reflect our current expectations and views of future events. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify 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 projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to, among other things: our goals and strategies; our future business development, 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 merchants; 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-looking statements and you should read these statements in conjunction with the risk factors disclosed in “Item 3.D. Key Information—Risk Factors.” Those risks are not exhaustive. We operate in a rapidly evolving environment. New risks emerge from time to time and it is impossible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in any forward-looking statement. We do not undertake any obligation to update or revise the forward-looking statements except as required under applicable law. You should read this annual report and the documents that we reference in this annual report completely and with the understanding that our actual future results may be materially different from what we expect. Our reporting currency is the Renminbi, or RMB. 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 made at a rate of RMB6.5250 to US$1.00 and HK$7.7534 to US$1.00, the respective exchange rates on December 31, 2020 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 have been, or could be, converted into U.S. dollars, RMB or Hong Kong dollars, as the case may be, at any particular rate or at all.
| Identity of Directors, Senior Management and Advisers |
| Offer Statistics and Expected Timetable |
The following table presents the selected consolidated financial information of our company. As of June 30, 2017, we deconsolidated our finance business operated by Beijing Jingdong Financial Technology Holding Co., Ltd. (now known as Jingdong Digits Technology Holding Co., Ltd., or JD Digits), as a result of the reorganization of JD Digits. Accordingly, the historical financial results of JD Digits are reflected as discontinued operations in our consolidated financial statements for periods from January 1, 2016 to June 30, 2017. Please see “Item 4. Information on the Company—A. History and Development of the Company” for further information. The selected consolidated statements of operations data for the years ended December 31, 2018, 2019 and 2020, selected consolidated balance sheets data as of December 31, 2019 and 2020 and selected consolidated cash flow data for the years ended December 31, 2018, 2019 and 2020 have been derived from our audited consolidated financial statements, which are included in this annual report beginning onpage F-1. The selected consolidated statements of operations data for the years ended December 31, 2016 and 2017, selected consolidated balance sheets data as of December 31, 2016, 2017, and 2018 and selected consolidated cash flow data for the years ended December 31, 2016 and 2017 have been derived from our audited consolidated financial statements not included in this annual report. Our historical results do not necessarily indicate results expected for any future periods. The selected consolidated financial data should be read in conjunction with, and are qualified in their entirety by reference to, our audited consolidated financial statements and related notes and “Item 5. Operating and Financial Review and Prospects” below. Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP. | | | | | | | | | | | | | | | | | | | | | | | | | | | | For the Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (in millions, except for share, per share and per ADS data) | | Selected Consolidated Statements of Operations Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 237,944 | | | | 331,824 | | | | 416,109 | | | | 510,734 | | | | 651,879 | | | | 99,905 | | | | | 20,346 | | | | 30,508 | | | | 45,911 | | | | 66,154 | | | | 93,923 | | | | 14,394 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (222,935 | ) | | | (311,517 | ) | | | (396,066 | ) | | | (492,467 | ) | | | (636,694 | ) | | | (97,578 | ) | | | | (18,560 | ) | | | (25,865 | ) | | | (32,010 | ) | | | (36,968 | ) | | | (48,700 | ) | | | (7,464 | ) | | | | (10,159 | ) | | | (14,918 | ) | | | (19,237 | ) | | | (22,234 | ) | | | (27,156 | ) | | | (4,162 | ) | | | | (4,453 | ) | | | (6,652 | ) | | | (12,144 | ) | | | (14,619 | ) | | | (16,149 | ) | | | (2,475 | ) | General and administrative | | | (3,436 | ) | | | (4,215 | ) | | | (5,160 | ) | | | (5,490 | ) | | | (6,409 | ) | | | (982 | ) | Impairment of goodwill and intangible assets | | | — | | | | — | | | | (22 | ) | | | — | | | | — | | | | — | | Gain on sale of development properties | | | — | | | | — | | | | — | | | | 3,885 | | | | 1,649 | | | | 253 | | | | | | | | | | | | | | | | | | | | | | | | | | | Income/(loss) from operations (2)(3)(4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | For the Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (in millions, except for share, per share and per ADS data) | | Share of results of equity investees | | | (2,782 | ) | | | (1,927 | ) | | | (1,113 | ) | | | (1,738 | ) | | | 4,291 | | | | 658 | | | | | 1,227 | | | | 2,530 | | | | 2,118 | | | | 1,786 | | | | 2,753 | | | | 422 | | | | | (619 | ) | | | (964 | ) | | | (855 | ) | | | (725 | ) | | | (1,125 | ) | | | (172 | ) | | | | 1,544 | | | | 1,317 | | | | 95 | | | | 5,375 | | | | 32,557 | | | | 4,989 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (1,883 | ) | | | 121 | | | | (2,374 | ) | | | 13,693 | | | | 50,819 | | | | 7,788 | | | | | (166 | ) | | | (140 | ) | | | (427 | ) | | | (1,803 | ) | | | (1,482 | ) | | | (227 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | Net income/(loss) from continuing operations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income/(loss) from discontinued operations, net of tax | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net loss from continuing operations attributable to non-controlling interests shareholders | | | (48 | ) | | | (135 | ) | | | (311 | ) | | | (297 | ) | | | (75 | ) | | | (12 | ) | Net loss from discontinued operations attributable to non-controlling interests shareholders | | | (4 | ) | | | (5 | ) | | | — | | | | — | | | | — | | | | — | | Net income from continuing operations attributable to mezzanine equity classified as non-controlling interests shareholders | | | — | | | | — | | | | 2 | | | | 3 | | | | 7 | | | | 1 | | Net income from discontinued operations attributable to mezzanine equity classified as non-controlling interests shareholders | | | 445 | | | | 281 | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income/(loss) attributable to ordinary shareholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net loss from discontinued operations attributable to ordinary shareholders | | | (1,806 | ) | | | (269 | ) | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income/(loss) from continuing operations attributable to ordinary shareholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income/(loss) per share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (0.71 | ) | | | 0.04 | | | | (0.87 | ) | | | 4.18 | | | | 16.35 | | | | 2.51 | | | | | (0.64 | ) | | | (0.09 | ) | | | — | | | | — | | | | — | | | | — | | Net income/(loss) per share | | | (1.36 | ) | | | (0.05 | ) | | | (0.87 | ) | | | 4.18 | | | | 16.35 | | | | 2.51 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (0.71 | ) | | | 0.04 | | | | (0.87 | ) | | | 4.11 | | | | 15.84 | | | | 2.43 | | | | | (0.64 | ) | | | (0.09 | ) | | | — | �� | | | — | | | | — | | | | — | | Net income/(loss) per share | | | (1.36 | ) | | | (0.05 | ) | | | (0.87 | ) | | | 4.11 | | | | 15.84 | | | | 2.43 | | Net income/(loss) per ADS( 5 ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (1.43 | ) | | | 0.08 | | | | (1.73 | ) | | | 8.37 | | | | 32.70 | | | | 5.01 | | | | | (1.29 | ) | | | (0.19 | ) | | | — | | | | — | | | | — | | | | — | | Net income/(loss) per ADS | | | (2.71 | ) | | | (0.11 | ) | | | (1.73 | ) | | | 8.37 | | | | 32.70 | | | | 5.01 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | For the Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (in millions, except for share, per share and per ADS data) | | | | | (1.43 | ) | | | 0.08 | | | | (1.73 | ) | | | 8.21 | | | | 31.68 | | | | 4.86 | | | | | (1.29 | ) | | | (0.18 | ) | | | — | | | | — | | | | — | | | | — | | Net income/(loss) per ADS | | | (2.71 | ) | | | (0.11 | ) | | | (1.73 | ) | | | 8.21 | | | | 31.68 | | | | 4.86 | | Weighted average number of shares: | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,804,767,889 | | | | 2,844,826,014 | | | | 2,877,902,678 | | | | 2,912,637,241 | | | | 3,021,808,985 | | | | 3,021,808,985 | | | | | 2,804,767,889 | | | | 2,911,461,817 | | | | 2,877,902,678 | | | | 2,967,321,803 | | | | 3,109,024,030 | | | | 3,109,024,030 | |
| (1) | Our net revenues include net product revenues and net service revenues. Product sales is further divided into sales of electronics and home appliances products and sales of general merchandise products. Net revenues from electronics and home appliances products include revenues from sales of computer, communication and consumer electronics products as well as home appliances. Net revenues from general merchandise products 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 healthcare products, books, automobile accessories, apparel and footwear, bags and jewelry. Net service revenues are further divided into revenues from online marketplace and marketing and revenues from logistics and other services. The following table breaks down our total net revenues by these categories, by amounts and as percentages of total net revenues: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | For the Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (in millions, except for percentages) | | Electronics and home appliances revenues | | | 179,822 | | | | 69.6 | | | | 236,269 | | | | 65.2 | | | | 280,059 | | | | 60.6 | | | | 328,703 | | | | 57.0 | | | | 400,927 | | | | 61,445 | | | | 53.8 | | General merchandise revenues | | | 58,122 | | | | 22.5 | | | | 95,555 | | | | 26.4 | | | | 136,050 | | | | 29.5 | | | | 182,031 | | | | 31.5 | | | | 250,952 | | | | 38,460 | | | | 33.6 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 237,944 | | | | 92.1 | | | | 331,824 | | | | 91.6 | | | | 416,109 | | | | 90.1 | | | | 510,734 | | | | 88.5 | | | | 651,879 | | | | 99,905 | | | | 87.4 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Marketplace and marketing revenues | | | 17,074 | | | | 6.6 | | | | 25,391 | | | | 7.0 | | | | 33,532 | | | | 7.2 | | | | 42,680 | | | | 7.4 | | | | 53,473 | | | | 8,195 | | | | 7.2 | | Logistics and other service revenues | | | 3,272 | | | | 1.3 | | | | 5,117 | | | | 1.4 | | | | 12,379 | | | | 2.7 | | | | 23,474 | | | | 4.1 | | | | 40,450 | | | | 6,199 | | | | 5.4 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,346 | | | | 7.9 | | | | 30,508 | | | | 8.4 | | | | 45,911 | | | | 9.9 | | | | 66,154 | | | | 11.5 | | | | 93,923 | | | | 14,394 | | | | 12.6 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 258,290 | | | | 100.0 | | | | 362,332 | | | | 100.0 | | | | 462,020 | | | | 100.0 | | | | 576,888 | | | | 100.0 | | | | 745,802 | | | | 114,299 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (2) | Includes share-based compensation expenses as follows: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | For the Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (17 | ) | | | (28 | ) | | | (72 | ) | | | (82 | ) | | | (98 | ) | | | (15 | ) | | | | (332 | ) | | | (426 | ) | | | (419 | ) | | | (440 | ) | | | (646 | ) | | | (99 | ) | | | | (87 | ) | | | (136 | ) | | | (190 | ) | | | (259 | ) | | | (347 | ) | | | (53 | ) | | | | (470 | ) | | | (671 | ) | | | (1,163 | ) | | | (1,340 | ) | | | (1,400 | ) | | | (215 | ) | General and administrative | | | (1,154 | ) | | | (1,520 | ) | | | (1,816 | ) | | | (1,573 | ) | | | (1,664 | ) | | | (255 | ) |
| (3) | Includes amortization of business cooperation arrangement and intangible assets resulting from assets and business acquisitions as follows: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | For the Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (93 | ) | | | (164 | ) | | | (168 | ) | | | (165 | ) | | | (193 | ) | | | (30 | ) | | | | (1,222 | ) | | | (1,222 | ) | | | (1,232 | ) | | | (637 | ) | | | (692 | ) | | | (106 | ) | | | | (46 | ) | | | (84 | ) | | | (98 | ) | | | (99 | ) | | | (99 | ) | | | (15 | ) | General and administrative | | | (248 | ) | | | (308 | ) | | | (308 | ) | | | (308 | ) | | | (309 | ) | | | (47 | ) |
| (4) | In April 2017, leveraging our advanced technology and logistics expertise, we established JD Logistics, a new business group under JD.com, to provide logistics services to businesses across a wide range of industries. As JD Logistics has changed from supporting the overall JD platform to an independently operated business unit, cost related to the logistics services provided to third parties, including both third-party merchants and suppliers on the JD platform and other business partners, are reclassified from fulfillment expenses to cost of revenues. The amount of fulfillment expenses that has been reclassified to conform to other periods’ presentation was RMB2,561 million for the year ended December 31, 2016. |
| (5) | Each ADS represents two Class A ordinary shares. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (in millions, except for share data) | | Selected Consolidated Balance Sheets Data: | | | | | | | | | | | | | | | | | | | | | | | | | Cash and cash equivalents | | | 15,567 | | | | 25,688 | | | | 34,262 | | | | 36,971 | | | | 86,085 | | | | 13,193 | | | | | 2,294 | | | | 4,110 | | | | 3,240 | | | | 2,941 | | | | 4,434 | | | | 680 | | | | | 6,548 | | | | 8,588 | | | | 2,036 | | | | 24,603 | | | | 60,577 | | | | 9,284 | | | | | 16,141 | | | | 16,359 | | | | 11,110 | | | | 6,191 | | | | 7,112 | | | | 1,090 | | | | | 28,909 | | | | 41,700 | | | | 44,030 | | | | 57,932 | | | | 58,933 | | | | 9,032 | | Property, equipment and software, net | | | 7,023 | | | | 12,574 | | | | 21,083 | | | | 20,654 | | | | 22,597 | | | | 3,463 | | | | | 2,448 | | | | 7,051 | | | | 10,476 | | | | 10,892 | | | | 11,125 | | | | 1,705 | | | | | — | | | | — | | | | — | | | | 8,644 | | | | 15,484 | | | | 2,373 | | Investment in equity investees | | | 14,629 | | | | 18,551 | | | | 31,357 | | | | 35,576 | | | | 58,501 | | | | 8,966 | | | | | 1,060 | | | | 10,028 | | | | 15,902 | | | | 21,417 | | | | 39,085 | | | | 5,990 | | | | | 160,374 | | | | 184,055 | | | | 209,165 | | | | 259,724 | | | | 422,288 | | | | 64,718 | | | | | 46,036 | | | | 74,338 | | | | 79,985 | | | | 90,428 | | | | 106,818 | | | | 16,371 | | Accrued expenses and other current liabilities | | | 10,513 | | | | 15,118 | | | | 20,293 | | | | 24,656 | | | | 30,035 | | | | 4,603 | | Non-recourse securitization debt | | | 11,549 | | | | 17,160 | | | | 4,398 | | | | — | | | | — | | | | — | | | | | 6,831 | | | | 6,447 | | | | 6,786 | | | | 6,912 | | | | 12,854 | | | | 1,970 | | | | | — | | | | — | | | | 3,088 | | | | 3,139 | | | | 2,936 | | | | 450 | | Operating lease liabilities | | | — | | | | — | | | | — | | | | 8,717 | | | | 15,763 | | | | 2,416 | | | | | 119,154 | | | | 131,666 | | | | 132,337 | | | | 159,099 | | | | 200,669 | | | | 30,754 | | | | | 7,057 | | | | — | | | | 15,961 | | | | 15,964 | | | | 17,133 | | | | 2,626 | | Total JD.com, Inc. shareholders’ equity | | | 33,893 | | | | 52,041 | | | | 59,771 | | | | 81,856 | | | | 187,543 | | | | 28,742 | | Number of outstanding ordinary shares | | | 2,836,444,397 | | | | 2,852,663,429 | | | | 2,894,296,355 | | | | 2,924,315,263 | | | | 3,103,499,039 | | | | 3,103,499,039 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | For the Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Selected Consolidated Cash Flows Data: | | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by continuing operating activities | | | 9,467 | | | | 29,342 | | | | 20,881 | | | | 24,781 | | | | 42,544 | | | | 6,520 | | Net cash used in discontinued operating activities | | | (1,227 | ) | | | (2,486 | ) | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by operating activities (6) | | | 8,240 | | | | 26,856 | | | | 20,881 | | | | 24,781 | | | | 42,544 | | | | 6,520 | | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash used in continuing investing activities | | | (17,069 | ) | | | (21,944 | ) | | | (26,079 | ) | | | (25,349 | ) | | | (57,811 | ) | | | (8,860 | ) | Net cash used in discontinued investing activities | | | (28,412 | ) | | | (17,871 | ) | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash used in investing activities (6) | | | (45,481 | ) | | | (39,815 | ) | | | (26,079 | ) | | | (25,349 | ) | | | (57,811 | ) | | | (8,860 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by continuing financing activities | | | 8,649 | | | | 5,180 | | | | 11,220 | | | | 2,572 | | | | 71,072 | | | | 10,892 | | Net cash provided by discontinued financing activities | | | 32,050 | | | | 14,055 | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by financing activities | | | 40,699 | | | | 19,235 | | | | 11,220 | | | | 2,572 | | | | 71,072 | | | | 10,892 | | | | | | | | | | | | | | | | | | | | | | | | | | | Effect of exchange rate changes on cash, cash equivalents and restricted cash | | | 727 | | | | (642 | ) | | | 1,682 | | | | 406 | | | | (5,082 | ) | | | (779 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | Net increase in cash, cash equivalents and restricted cash | | | 4,185 | | | | 5,634 | | | | 7,704 | | | | 2,410 | | | | 50,723 | | | | 7,773 | | Cash, cash equivalents and restricted cash at beginning of year | | | 19,979 | | | | 24,164 | | | | 29,798 | | | | 37,502 | | | | 39,912 | | | | 6,117 | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash, cash equivalents and restricted cash at end of year, including cash and cash equivalents classified within assets held for sale | | | 24,164 | | | | 29,798 | | | | 37,502 | | | | 39,912 | | | | 90,635 | | | | 13,890 | | Less: cash, cash equivalents and restricted cash of discontinued operations at end of year | | | 6,303 | | | | — | | | | — | | | | — | | | | — | | | | — | | Less: cash, cash equivalents, and restricted cash classified within assets held for sale at end of year | | | — | | | | — | | | | — | | | | — | | | | 116 | | | | 17 | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash, cash equivalents and restricted cash of continuing operations at end of year | | | 17,861 | | | | 29,798 | | | | 37,502 | | | | 39,912 | | | | 90,519 | | | | 13,873 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (6) | As a result of new accounting guidance adopted on January 1, 2018, the consolidated statements of cash flows were retrospectively adjusted to include restricted cash in cash and cash equivalents when reconciling theandtotal amounts shown on the statement of cash flows. The impact of the retrospective reclassification on cash flows of operating activities for the years ended December 31, 2016 and 2017 was a decrease of RMB527 million and an increase of RMB2,035 million, respectively. The impact on cash flows of investing activities for the years ended December 31, 2016 and 2017 was an increase of RMB2,787 million and a decrease of RMB2,317 million, respectively. |
| Capitalization and Indebtedness |
| Reasons for the Offer and Use of Proceeds |
Risks Related to Our Business If 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 further invest in technologies, expand our fulfillment infrastructure and increase our product and service offerings. For example, in 2020, we recruited new employees in connection with the expansion of our fulfillment infrastructure and additional research and development personnel to strengthen our supply chain-based technology and service capability, and we will continue to invest resources in training, managing and motivating our workforce. We also plan to continue to build our warehouses and establish new fulfillment facilities in additional locations across China, including smaller, less developed areas. In addition, as we continue to increase our product and service offerings, we will need to work with a large number of new suppliers and third-party merchants efficiently and establish and maintain mutually beneficial relationships with our existing and new suppliers and third-party merchants. To support our growth, we also plan to implement a variety of new and upgraded managerial, operating, financial and human resource systems, procedures and controls. All these efforts will require significant managerial, financial and human resources. We cannot assure you that we will be able to effectively manage our growth or to implement all these systems, procedures and control measures successfully or that our new business initiatives will be successful. If we are not able to manage our growth or execute our strategies effectively, our expansion may not be successful and our business and prospects may be materially and adversely affected. We incurred net losses in the past and we may not be able to maintain profitability in the future. We had net losses of RMB2,801 million in 2018 and had net income of RMB11,890 million and RMB49,337 million (US$7,561 million) in 2019 and 2020, respectively. We had an accumulated deficit of RMB24,038 million and RMB11,913 million, and retained earnings of RMB37,418 million (US$5,735 million) as of December 31, 2018, 2019 and 2020, respectively. We cannot assure you that we will be able to continue to generate net profits in the future. Our ability to achieve and maintain profitability depends in large part on our ability to increase our gross margin by obtaining more favorable terms from our suppliers as our business further grows in scale, managing our product mix, expanding our online marketplace and offering value-added services with higher margins. Accordingly, we intend to continue to invest for the foreseeable future in our technology platform and fulfillment infrastructure to support an even larger selection of products and to offer additional value-added services. As a result of the foregoing, we may not be able to maintain our profitability in the future.
If we are unable to provide superior customer experience, our business and reputation may be materially and 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. These factors include our ability to continue to offer authentic products at competitive prices, source products to respond to customer demands, maintain the quality 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 third-party couriers, to deliver our products. Interruptions or failures in our delivery services or third-party couriers could prevent the timely or successful delivery of our products. These interruptions may be due to unforeseen events that are beyond our control or the control of our third-party couriers, 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 accept our products and have less confidence in our services. Furthermore, our own delivery personnel 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 our products to our customers in those areas not covered by our own fulfillment infrastructure and for a portion of our bulky item deliveries, and we need to effectively manage these third-party service providers to ensure the quality of customer services. We have in the past received customer complaints from time to time regarding our delivery and return and exchange services. In addition, we have opened our fulfillment infrastructure by offering logistics services to third parties. If we are not able to manage our logistics services successfully, opening these services to third parties could divert the resources available to our retail business and affect customer experience. Any failure to provide high-quality delivery services to our customers may negatively impact the shopping experience of our customers, damage our reputation and cause us to lose customers. In certain instances, our customers may be referred to our affiliates when using our services. Even though we do not necessarily have control over these affiliates, any negative customer experience associated with them may adversely affect our brand and reputation. We operate three24-7 customer service centers in Suqian, Yangzhou and Chengdu, handling all kinds of customer queries and complaints regarding our products and services. As of December 31, 2020, we had over 12,000 customer service representatives at these three centers. There is 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 our standards of customer service or that an influx of less experienced personnel will not dilute the quality of our customer service. If our customer service representatives fail to provide satisfactory service, or if waiting times are too long due to the high volume of calls from customers at peak times, our brand and customer loyalty may be adversely affected. In addition, any negative publicity or poor feedback regarding our customer service may harm our 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 online retail industry in particular, could adversely 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 certain large online retail companies become profitable. The long-term viability and prospects of various online retail business models in China remain relatively 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: the growth of internet, broadband, personal computer and mobile penetration and usage in China, and the rate of any such growth; the consumers’ trust and confidence level towards online retail in China, as well as changes in customer demographics and consumer tastes and preferences;
the selection, price and popularity of products as well as promotions that we and our competitors offer online; whether alternative retail channels or business models that better address the needs of consumers emerge in China; and the development of fulfillment, payment and other ancillary services associated with online purchases. 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 online shopping experience of our customers in response to trends and consumer requirements, may adversely affect our net revenues and business prospects. Furthermore, the retail industry is very sensitive to macroeconomic changes, and retail purchases tend to decline during recessionary periods. The majority of our net revenues are derived from retail sales in China. Many factors outside of our control, including inflation and deflation, currency exchange rate fluctuation, volatility of stock and property markets, interest rates, tax rates and other government policies and unemployment rates can adversely affect consumer confidence and spending, which could in turn materially and adversely affect our growth and profitability. Unfavorable developments in domestic and international politics, including military conflicts, political turmoil and social instability, may also adversely affect consumer confidence and reduce spending, which could in turn materially and adversely affect our growth and profitability. Any harm to our JD brand or reputation may materially and adversely affect our business and results of operations. We believe that the recognition and reputation of our JD (京东 ) brand among our customers, suppliers and third-party merchants have contributed significantly to the growth and success of our business. Maintaining and enhancing the recognition and reputation of our brand are critical to our business and competitiveness. Many factors, some of which are beyond our control, are important to maintaining and enhancing our brand. These factors include our ability to: provide a compelling shopping experience to customers; maintain the popularity, attractiveness, diversity, 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; support third-party merchants to provide satisfactory customer experience through 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 supplier relationships, internet security, product quality, price or authenticity, or other issues affecting us or other online retail businesses in China. A public perceptionthat non-authentic, counterfeit or defective goods are sold on our mobile apps and websites or that we or third-party service providers do not provide satisfactory customer service, even if factually incorrect or based on isolated incidents, could damage our reputation, diminish the value of our brand, undermine the trust and credibility we have established and have a negative impact on our ability to attract new customers or retain our current customers. If we are unable to maintain our reputation, enhance our brand recognition or increase positive awareness of our websites, products and services, as well as products sold by third-party merchants through our online marketplace, it may be difficult to maintain and grow our customer base, and our business and growth prospects may be materially and adversely affected.
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 to our company 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 of operations may be materially and adversely affected. Our future growth depends on our ability to continue to attract purchases from new customers and existing customers. Constantly changing consumer preferences have affected and will continue to affect the retail industry, in particular the online retail industry. We must stay abreast of emerging consumer preferences and anticipate product trends that will appeal to existing and potential customers. We have been making progress in leveraging artificial intelligence, or AI, technologies to generate personalized recommendations to customers for products in which they may be interested. Each product page typically has recommendations of similar products or other products that are often purchased together with that product. In addition, our mobile apps and websites make recommendations to customers according to a comprehensive dataset compiled based on customers’ shopping behavior. Our ability to make individually tailored recommendations is dependent on our business intelligence system, which tracks, collects and analyzes our users’ browsing and purchasing behavior, to provide accurate and reliable information. Our customers choose to purchase products on our mobile apps and websites due in part to the attractive prices that we offer, and they may choose to shop elsewhere if we cannot match the prices offered by other websites or by physical stores, or if we cannot maintain a steady supply of products they desire. If our customers cannot find their desired products on our mobile apps and websites at attractive prices, they may lose interest in us and visit our mobile apps and websites less frequently or even stop visiting our mobile apps and websites altogether, which in turn may materially and adversely affect our business, financial condition and results of operations. If we are unable to manage our nationwide fulfillment infrastructure efficiently and effectively, our business prospects and results of operations may be materially and adversely affected. We believe that our own nationwide fulfillment infrastructure, consisting of strategically located warehouses and delivery and pickup stations, is essential to our success. As of December 31, 2020, our warehouse network covered almost all counties and districts across China, consisting of over 900 warehouses operated by us and over 1,400 cloud warehouses operated by third-party warehouse owner-operators under JD Logistics Open Warehouse Platform. As of December 31, 2020, our warehouse network had an aggregate GFA of approximately 21 million square meters, including the GFA of the cloud warehouses under JD Logistics Open Warehouse Platform. Our comprehensive fulfillment facilities covered almost all the counties and districts across China, and we had 242,452 warehouse and delivery personnel as of December 31, 2020. We are constructing our warehouses to increase our storage capacity and to restructure and reorganize our fulfillment workflow and processes. In April 2017, we opened up our fulfillment infrastructure to third-parties and established a new business group, JD Logistics, to provide integrated supply chain solutions and logistics services to third-party businesses across a wide range of industries. JD Logistics provides these businesses with comprehensive supply chain solutions, including warehousing and distribution services, express and freight services and other value-added services. In October 2018, JD Logistics opened up its leading logistics network to consumers, offering parcel delivery service to users in certain regions. Leveraging our extensive delivery network, users in these areas can conveniently send items intra-city and throughout most of mainland China with our same fast and reliable delivery service. In April 2019, JD Logistics introduced its new cold chain service which utilizes idle capacity in the industry to offer cold chain transport services. Combined with JD Logistics’s previously launched cold chain services, it has formed aone-stop shop from Factory to Business to Customer (F2B2C) cold chain delivery system to meet the service demands of manufacturers, third-party merchants, and consumers. JD Logistics has experienced rapid growth since its inception. However, the increase in demand for our logistics services may result in additional challenges in operating our fulfillment infrastructure. For example, increasing volume of parcels may cause delay for our delivery services, or we may be required to make significant capital expenditure to further expand our existing fulfillment facilities to handle the increasing orders both from our online marketplace and from third-party businesses. In addition, the development of logistics business is capital intensive. To address such capital requirement, in February 2018, we entered into definitive agreements with third-party investors for the financing of JD Logistics. JD Logistics raised a total amount of US$2.5 billion by issuing series A preference shares to third-party investors, who owned an aggregate of approximately 19% stake in JD Logistics on a fully diluted basis. In August 2020, JD Logistics issued additional series A preference shares to third-party investors in exchange for US$64.0 million. On February 16, 2021, JD Logistics, through its joint sponsors, submitted a listing application form (Form A1) to the Hong Kong Stock Exchange to apply for the listing of, and permission to deal in, the shares of JD Logistics on the Main Board of the Hong Kong Stock Exchange. There is no assurance as to whether or when the proposed listing may take place. We will remain the controlling shareholder of JD Logistics, assuming the completion of the proposed listing. Despite such arrangement and capital injection, JD Logistics may require additional capital resources due to further developments or changed business conditions. JD Logistics may seek to obtain a credit facility or sell additional equity or debt securities. The sale of additional equity securities could result in dilution of our equity stake in JD Logistics, and the investors may have a strategy or objective different from ours with respect to JD Logistics or impose conditions that could restrict the operations of JD Logistics. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financial covenants that would restrict its operations. It is uncertain whether financing will be available in amounts or on terms acceptable, if at all. In addition, JD Logistics may from time to time need to adjust certain elements of its operations in response to evolving economic conditions and business needs. These adjustments, however, may not be sufficient to allow JD Logistics to address the various challenges it faces or improve its results of operations and financial performance as expected. Furthermore, if the compensation package offered is not competitive in the market, JD Logistics may not be able to provide sufficient incentives to or maintain stable and dedicated warehousing, delivery personnel and other labor support, which may result in disruption to or delay in its delivery services. Any failure to address these risks and uncertainties could materially and adversely affect JD Logistics’s results of operations and financial performance and its prospects of achieving profitability, which could have a material adverse impact on our business development, financial conditions and results of operations.
We also plan to continue the establishment of fulfillment facilities at additional locations, including those smaller and less developed areas, to further enhance our ability to deliver products to customers directly ourselves. As we continue to add fulfillment and warehouse capability and expand our reach to those smaller, less-developed areas, our fulfillment network becomes increasingly complex and challenging to operate. We cannot assure you that we will be able to acquire land use rights and set up warehouses, or lease suitable facilities for the delivery stations, on commercially acceptable terms or at all. Moreover, the order density in those smaller, less developed areas may not be sufficient to allow us to operate our own delivery network in a cost-efficient manner. We may not be able to recruit a sufficient number of qualified employees in connection with the expansion of our fulfillment infrastructure. In addition, the expansion of our fulfillment infrastructure may strain our managerial, financial, operational and other resources. If we fail to manage such expansion successfully, our growth potential, business and results of operations may be materially and adversely affected. Even if we manage the expansion of our fulfillment infrastructure successfully, it may not give us the competitive advantage that we expect if improved third-party fulfillment services become widely available at reasonable prices to retailers in China. We face intense competition. We may not be able to maintain or may lose market share and customers if we fail to compete effectively. The retail industry in China, in particular the online retail industry, is intensely competitive. We compete for customers, orders, products and third-party merchants. Our current or potential competitors include majore-commerce companies in China that offer a wide range of general merchandise product categories, major traditional retailers in China that are moving into online retailing, online retail companies in China focused on specific product categories, and physical retail stores includingbig-box stores that also aim to offer aone-stop shopping experience. See “Item 4.B. Information on the Company—Business Overview—Competition.” In addition, new and enhanced technologies may increase the competition in the retail industry. New competitive business models may appear, for example based on new forms of social media or social commerce. Increased competition may reduce our margins and market share and impact brand recognition, or result in significant losses. When we set prices, we have to consider how competitors have set prices for the same or similar products. When they cut prices or offer additional benefits to compete with us, we may have to lower our own prices or offer additional benefits or risk losing market share, either of which could harm our financial condition and results of operations. Some of our current or future competitors may have longer operating histories, greater brand recognition, better supplier relationships, larger customer bases, higher penetration in certain regions or greater financial, technical or marketing resources than we do. Those smaller companies or new entrants may be acquired by, receive investment from or enter into strategic relationships with well-established and well-financed companies or investors which would help enhance their competitive positions. Some of our competitors may be able to secure more favorable terms from suppliers, devote greater resources to marketing and promotional campaigns, adopt more aggressive pricing or inventory policies and devote substantially more resources to their websites, mobile apps and systems development than us. We cannot assure you that we will be able to compete successfully against current or future competitors, and competitive pressures may have a material and adverse effect on our business, financial condition and results of operations.
Our expansion into new product categories and substantial increase in the number of products may expose us to new challenges and more risks. In recent years, we have expanded our product offerings to include a wide range of products including apparel and footwear, bags, watches, jewelry, household goods, cosmetics, personal care products, baby and maternity products, food and beverages, fresh produce, fitness equipment, autoparts, pharmaceutical products, nutritional supplements, healthcare equipment, industrial products, and books and virtual goods. Expansion into diverse new product categories and substantially increased number of products and stock keeping units involves new risks and challenges. Our lack of familiarity with these products and lack of relevant customer data relating to these products may make it more difficult for us to anticipate customer demand and preferences. We may misjudge customer demand, resulting in inventory buildup and possible inventory write-down. It may also make it more difficult for us to inspect and control quality and ensure proper handling, storage and delivery. We may experience higher return rates on new products, receive more customer complaints about them and face costly product liability claims as a result of selling them, which would harm our brand and reputation as well as our financial performance. Furthermore, we may not have much purchasing power in new categories of products and we may not be able to negotiate favorable terms with suppliers. We may need to price aggressively to gain market share or remain competitive in new categories. It may be difficult for us to achieve profitability in the new product categories and our profit margin, if any, may be lower than we anticipate, which would adversely affect our overall profitability and results of operations. We cannot assure you that we will be able to recoup our investments in introducing these new product categories. If we fail to manage our inventory effectively, our results of operations, financial condition and liquidity may be materially and adversely affected. Our scale and business model require us to manage a large volume of inventory effectively. We depend on our demand forecasts for various kinds of products to make purchase decisions and to manage our inventory. Demand for products, however, can change significantly between the time inventory is ordered and the date by which we target to sell it. Demand may be affected by seasonality, new product launches, changes in product cycles and pricing, product defects, changes in consumer spending patterns, changes in consumer tastes with respect to our products and other factors, and our customers may not order products in the quantities that we expect. In addition, when we begin selling a new product, it may be difficult to establish supplier relationships, determine appropriate product selection, and accurately forecast demand. The acquisition of certain types of inventory may require significant lead time and prepayment, and they may not be returnable. Our net inventories have increased significantly in recent periods, from RMB44,030 million as of December 31, 2018, to RMB57,932 million as of December 31, 2019 and further to RMB58,933 million (US$9,032 million) as of December 31, 2020. Our annual inventory turnover days were 38.7 days in 2018, 35.8 days in 2019 and 33.3 days in 2020. Annual inventory turnover days are the quotient of average inventory over the immediately preceding five quarters, up to and including the last quarter of the annual period, to cost of revenues of retail business for that annual period, and then multiplied by 360 days. As we plan to continue expanding our product offerings, we expect to include more products in our inventory, which will make it more challenging for us to manage our inventory effectively and will put more pressure on our warehousing system. If we fail to manage our inventory effectively, we may be subject to a heightened risk of inventory obsolescence, a decline in inventory values, and significant inventory write-downs or write-offs. In addition, we may be required to lower sale prices in order to reduce inventory level, which may lead to lower gross margins. High inventory levels may also require us to commit substantial capital resources, preventing us from using that capital for other important purposes. Any of the above may materially and adversely affect our results of operations and financial condition. On the other hand, if we underestimate demand for our products, or if our suppliers fail to supply quality products in a timely manner, we may experience inventory shortages, which might result in missed sales, diminished brand loyalty and lost revenues, any of which could harm our business and reputation.
We may not be able to sustain our historical growth rates. We have experienced rapid growth since we commenced our online retail business in 2004. However, there is no assurance that we will be able to maintain our historical growth rates in future periods. Our revenue growth may slow or our revenues may decline for any number of possible reasons, such as decreased consumer spending, increased competition, slowdown in the growth or contraction of the retail or online retail industry in China, fulfillment bottlenecks, emergence of alternative business models, changes in government policies or general economic conditions, and natural disasters or virus outbreaks. If our growth rate declines, investors’ perceptions of our business and business prospects may be adversely affected and the market price of our Class A ordinary shares and/or ADSs could decline. If we are unable to conduct our marketing activities cost-effectively, our results of operations and financial condition may be materially and adversely affected. We have incurred significant expenses on a variety of different marketing and brand promotion efforts designed to enhance our brand recognition and increase sales of our products. Our brand promotion and marketing activities may not be well received by customers and may not result in the levels of product sales that we anticipate. We incurred RMB19,237 million, RMB22,234 million and RMB27,156 million (US$4,162 million) of marketing expenses in 2018, 2019 and 2020, respectively. Marketing approaches and tools in the consumer products market in China are evolving. This further requires us to enhance our marketing approaches and experiment with new marketing methods to keep pace with industry developments and customer preferences. Failure to refine our existing marketing approaches or to introduce new marketing approaches in a cost-effective manner could reduce our market share, cause our net revenues to decline and negatively impact our profitability. If we fail to manage and expand our relationships with suppliers, or otherwise fail to procure products on favorable terms, our business and growth prospects may suffer. We source products from third-party suppliers for our retail business. We had over 31,000 suppliers as of December 31, 2020. Our suppliers include domestic and cross-border manufacturers, distributors and resellers. Maintaining strong relationships with these suppliers is important to the growth of our business. In particular, we depend significantly on our ability to procure products from suppliers on favorable pricing terms. We typically enter intoone-year framework agreements with suppliers on an annual basis, and these framework agreements do not ensure the availability of products or the continuation of particular pricing practices or payment terms beyond the end of the contractual term. In addition, our agreements with suppliers typically do not restrict the suppliers from selling products to other buyers.We cannot assure you that our current suppliers will continue to sell products to us on commercially acceptable terms, or at all, after the term of the current agreement expires. Even if we maintain good relationships with our suppliers, their ability to supply products to us in sufficient quantity and at competitive prices may be adversely affected by economic conditions, labor actions, regulatory or legal decisions, customs and import restrictions, natural disasters or other causes. In the event that we are not able to purchase merchandise at favorable prices, our revenues and cost of revenues may be materially and adversely affected. In the event any distributor or reseller does not have authority from the relevant manufacturer to sell certain products to us, such distributor or reseller may cease selling such products to us at any time. In addition, our annual accounts payable turnover days for retail business were 60.2 days in 2018, 54.5 days in 2019 and 47.1 days in 2020.Annual accounts payable turnover days are the quotient of average accounts payable for retail business over the immediately preceding five quarters, up to and including the last quarter of the annual period, to cost of revenues of retail business for that annual period, and then multiplied by 360 days. If our suppliers cease to provide us with favorable payment terms, our requirements for working capital may increase and our operations may be materially and adversely affected. We will also need to establish new supplier relationships to ensure that we have access to a steady supply of products on favorable commercial terms. If we are unable to develop and maintain good relationships with suppliers that would allow us to obtain a sufficient amount and variety of authentic and quality merchandise on acceptable commercial terms, it may inhibit our ability to offer sufficient products sought by our customers, or to offer these products at competitive prices. Any adverse developments in our relationships with suppliers could materially and adversely affect our business and growth prospects. Any disputes with suppliers could adversely affect our reputation and subject us to damages and negative publicity. In addition, as part of our growth strategy, we plan to further expand our product offerings. If we fail to attract new suppliers to sell their products to us due to any reason, our business and growth prospects may be materially and adversely affected.
Any interruption in the operation of our regional fulfillment centers, front distribution centers, other additional warehouses, delivery stations or pickup stations for an extended period may have an adverse impact on our business. Our ability to process and fulfill orders accurately and provide high-quality customer service depends on the smooth operation of our regional fulfillment centers, front distribution centers, other additional warehouses, and our delivery and pickup stations. Our fulfillment infrastructure may be vulnerable to damage caused by fire, flood, power outage, telecommunications failure,break-ins, earthquake, human error and other events. If any of our regional fulfillment centers were to operate at a lower capacity or rendered incapable of operations, then we may be unable to fulfill any orders in a timely manner or at all in any of the provinces that rely on that center. For example, business operations at our fulfillment centers could be disrupted if any of our employees working therein are suspected of being infected with a novel strain of coronavirus(“COVID-19”), since it could require our employees to be quarantined and/or our offices to be disinfected. In addition, those events that could damage our fulfillment infrastructure, such as fire and flood, may also result in damages to our inventory stored in or delivered through our fulfillment infrastructure, and in such event, we would incur losses as a result. We do not carry business interruption insurance other than in connection with the fixed business premises of our 7FRESH business, and the occurrence of any of the foregoing risks could have a material adverse effect on our business, prospects, financial condition and results of operations. We may not be able to recoup the investments we make to expand and upgrade our fulfillment and technology capabilities. We have invested significant resources in expanding and will continue to expand our fulfillment infrastructure and upgrade our technology platform. In connection with our expansion of our fulfillment infrastructure, we had paid an aggregate of approximately RMB25.5 billion (US$3.9 billion) for the acquisition of land use rights, building of warehouses and purchase of warehousing equipment as of December 31, 2020. We sold certain of our development properties since 2019 and had received an aggregate of proceeds of RMB12.7 billion (US$1.9 billion) as of December 31,2020. We seek to realize development profits and recycle capital from development properties to fund new developments and scale the business. This initiative, however, may not always be successful. See “Item 4. Information on the Company—A. History and Development of the Company” for further information. We also paid significant amounts for upgrading our technology platform during the same periods. We expect to continue to invest in our fulfillment and technology capabilities for a number of years. We also intend to continue to add resources to our fulfillment infrastructure and upgrade our technology platform as we focus on expanding our product selection and offering new services. We are likely to recognize the costs associated with these investments earlier than some of the anticipated benefits, and the return on these investments may be lower, or may develop more slowly, than we expect. We may not be able to recover our capital expenditures or investments, in part or in full, or the recovery of these capital expenditures or investments may take longer than expected. As a result, the carrying value of the related assets may be subject to an impairment charge, which could adversely affect our financial condition and results of operation. Moreover, our heavy investment in building our own fulfillment infrastructure may put us at a competitive disadvantage against those competitors who primarily rely on third-party fulfillment services and focus their investment on improving other aspects of their businesses. We have designed our own fulfillment infrastructure to satisfy our business and operation requirements and to accommodate our fast growth, but there is no guarantee that we will be successful in meeting our objectives or that our own fulfillment structure will function more effectively and efficiently than third-party solutions. We use third-party couriers to deliver some orders, and our third-party merchants use couriers to deliver a significant number of orders. If these couriers fail to provide reliable delivery services, our business and reputation may be materially and adversely affected. We maintain cooperation arrangements with a number of third-party couriers to deliver our products to our customers in those areas not covered by our own fulfillment infrastructure, particularly in smaller and less developed areas. We may also use third-party service providers to ship products from our regional fulfillment centers or front distribution centers to delivery stations or to deliver bulky item products. Third-party merchants also use third-party couriers if they do not make use of our delivery services. Interruptions to or failures in these third parties’ delivery services could prevent the timely or proper delivery of our products to customers. These interruptions may be due to events that are beyond our control or the control of these delivery companies, such as inclement weather, natural disasters, virus outbreaks, transportation disruptions or labor unrest. In addition, if our third-party couriers fail to comply with applicable rules and regulations in China, our delivery services may be materially and adversely affected. We may not be able to find alternative delivery companies to provide delivery services in a timely and reliable manner, or at all. Delivery of our products could also be affected or interrupted by the merger, acquisition, insolvency or government shut-down of the delivery companies we engage to make deliveries, especially those local companies with relatively small business scales. If our products are not delivered in proper condition or on a timely basis, our business and reputation may be materially and adversely affected.
Our online marketplace is subject to risks associated with third-party merchants. We do not have as much control over the storage and delivery of products sold on our online marketplace as we do over the products that we sell directly ourselves. Many of our third-party merchants use their own facilities to store their products, and many of them use their own or third-party delivery systems to deliver their products to our customers, which makes it more difficult for us to ensure that our customers get the same high quality service for all products sold on our mobile apps and websites. If any third-party merchant does not control the quality of the products that it sells on our mobile apps and websites, fails to timely deliver the products to customers, delivers products that are faulty or materially different from description, sells counterfeit or unlicensed products, or sells products without licenses or permits as required by the relevant laws and regulations even though we have requested such licenses or permits in our standard form contract with the third-party merchant, the reputation of our online marketplace and our JD brand may be materially and adversely affected and we could face claims to hold us liable for the losses. Moreover, despite our efforts to prevent it, some products sold on our online marketplace may compete with the products we sell directly, which may cannibalize our online retail. In addition, the supplier relationships, customer acquisition dynamics and other requirements for our online marketplace may not be the same as those for our online retail operations, which may complicate the management of our business. In order for our online marketplace to be successful, we must continue to identify and attract third-party merchants, and we may not be successful in this regard. Failure to deal effectively with any fictitious transactions or other fraudulent conduct would materially and adversely affect our business, financial condition and results of operations. We may face risks with respect to fraudulent activities on our online marketplace. Although we have implemented various measures to detect and reduce the occurrence of fraudulent activities on our marketplace, there can be no assurance that such measures will be effective in combating fraudulent transactions or improving overall satisfaction among third-party merchants and customers. In addition to fraudulent transactions with legitimate customers, sellers may also engage in fictitious or “phantom” transactions with themselves or collaborators in order to artificially inflate their own ratings on our online marketplace, reputation and search results rankings. This activity may harm other sellers by enabling the perpetrating seller to be favored over legitimate sellers, and may harm our customers by deceiving them into believing that a seller is more reliable or trusted than the seller actually is. This activity may also result in inflated transaction volume from our online marketplace. Moreover, illegal, fraudulent or collusive activities by our employees, such as fraud, bribery or corruption, could also subject us to liability or negative publicity or cause losses. Although we have internal controls and policies with regard to the review and approval of sales activities and other relevant matters, we cannot assure you that such controls and policies will prevent fraud or illegal activity by our employees. Negative publicity and user sentiment generated as a result of actual or alleged fraudulent or deceptive conduct on our platform or by our employees would severely diminish consumer confidence in us, reduce our ability to attract new or retain current third-party merchants and customers, damage our reputation and diminish the value of our brand names, and materially and adversely affect our business, financial condition and results of operations. Strategic alliances, investments or acquisitions may have a material and adverse effect on our business, reputation, results of operations and financial condition. We may enter into strategic alliances with various third parties to further our business purposes from time to time. Strategic alliances with third parties could subject us to a number of risks, including risks associated with sharing proprietary information,non-performance by the counterparty, and an increase in expenses incurred in establishing new strategic alliances, any of which may materially and adversely affect our business. We may have little ability to control or monitor their actions. To the extent the third parties suffer negative publicity or harm to their reputations from events relating to their business, we may also suffer negative publicity or harm to our reputation by virtue of our association with such third parties.
In addition, we have in the past invested in or acquired additional assets, technologies or businesses that are complementary to our existing business, such as our investments in Yixin Group Limited, or Yixin, a HKEX-listed company that operates a leading online automobile retail transaction platform and Dada Nexus Limited, or Dada Group, a Nasdaq-listed company and a leading platform of localon-demand retail and delivery in China, our acquisition of Yihaodian marketplace platform assets from Wal-Mart Stores, Inc., or Walmart, an NYSE-listed company, including the Yihaodian brand, mobile apps and websites, and our investments in Yonghui Superstores Co., Ltd., or Yonghui, a company listed on the Shanghai Stock Exchange and a leading hypermarket and supermarket operator in China, China United Network Communications Limited, or China Unicom, a company listed on the Shanghai Stock Exchange and a Chinese telecommunications operator, Vipshop Holdings Limited, or Vipshop, an NYSE-listed online discount retailer for brands in China, Dalian Wanda Commercial Properties Co., Ltd., or Wanda Commercial Properties, a leading developer, owner and operator of commercial properties in China, AiHuiShou International Co. Ltd., or AiHuiShou, an online second-hand consumer electronics trading platform, Xingsheng Preference Electronic Business Limited, or Xingsheng, a leading community group buyinge-commerce platform that serves community families with fresh foods and daily necessities, and our acquisition of Jiangsu Five Star Appliance Co., Ltd., or Jiangsu Five Star, one of the leading offline retailers of home appliances and consumer electronics in China, and Kuayue-Express Group Co., LTD., or Kuayue Express, a renowned modern integrated express transportation enterprise specializing in “limited-time express service” in China. See “Item 4. Information on the Company—A. History and Development of the Company—Our Major Investments.” We expect to continue to evaluate and consider a wide array of potential strategic transactions as part of our overall business strategy, including business combinations, acquisitions and dispositions of businesses, technologies, services, products and other assets, as well as strategic investments, joint ventures and alliances. If we are presented with appropriate opportunities, we may continue to do so in the future. Investments or acquisitions and the subsequent integration of new assets and businesses into our own would require significant attention from our management and could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our business operations. The costs of identifying and consummating investments and acquisitions may be significant. We may also incur significant expenses in obtaining necessary approvals from relevant government authorities in China and elsewhere in the world. In addition, investments and acquisitions could result in the use of substantial amounts of cash, potentially dilutive issuances of equity securities and exposure to potential unknown liabilities of the acquired business. The cost and duration of integrating newly acquired businesses could also materially exceed our expectations. Any such negative developments could have a material adverse effect on our business, financial condition and results of operations. Our financial results could be adversely affected by our investments or acquisitions. The investments and acquired assets or businesses may not generate the financial results we expect. They could result in occurrence of significant investments and goodwill impairment charges, and amortization expenses for other intangible assets. As of December 31, 2020, we had net intangible assets of RMB6.5 billion (US$1.0 billion) and goodwill of RMB10.9 billion (US$1.7 billion). In the event that a decline in fair value below the carrying value of our equity method investments is other-than-temporary, or the carrying amount of a reporting unit to which goodwill is allocated exceeds its fair value, we may have to record actual or potential impairment charges of investments in equity investees or intangible assets and goodwill recorded in connection with invested businesses. See “Item 5. Operating and Financial Review and Prospects — Critical Accounting Policies — Investment in Equity Investees.” Moreover, we share the results of the investments which we account for as equity method investments, although we have no control on the factors and risks that affect their business, results of operations and financial condition. In 2020, our share of results of equity investees was a gain of RMB4.3 billion (US$0.7 billion), primarily consisting of the dilution gain of Dada Group’s public offerings, the disposal gain of Bitauto Holdings Limited, or Bitauto and partially offset by the picked up losses recognized from our equity method investments. We may not always be able to obtain gains from the equity method investments. If the investments that we account for using the equity method were in a loss position, we would pick up their loss in our consolidated statement of operations. When our share of losses in the equity investees equals or exceeds our interest in the equity investees, we do not recognize further losses, unless we have incurred obligations or made payments or guarantees on behalf of the equity investees or unless we have other investments in the equity investees. We may continue to incur impairment charges in connection with our investments or acquisitions and pick up the losses by our equity investments, especially due to the significant uncertainties ofCOVID-19’s future impact, which could depress our profitability and have a material adverse impact on our financial results. In addition, changes in accounting principles relating to recognition and measurement of our investments may have a significant impact on our financial results. For instance, in January 2016, the Financial Accounting Standards Board, or the FASB, issued ASU2016-01, “Financial Instruments — Overall (Subtopic825-10) — Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU2016-01 amends various aspects of the recognition, measurement, presentation, and disclosure for financial instruments. With the adoption of ASU2016-01 beginning January 1, 2018, we measure long-term investments other than equity method investments at fair value through earnings, which could vary significantly quarter to quarter. For investments without readily determinable fair values, we elect to record these investments at cost, less impairment, and plus or minus subsequent adjustments for observable price changes. The adoption of ASU2016-01 has had a significant impact on our earnings, and we recorded a loss of RMB1.5 billion, a gain of RMB3.5 billion and a gain of RMB29.5 billion (US$4.5 billion) resulting from the fair value change in long-term investments in 2018, 2019 and 2020, respectively.
These and other risks could also lead to negative publicity, litigation, government inquiries, investigations or actions against the companies we invest in or acquire, or even against our other businesses, and may force us to incur significant additional expenses and allocate significant management and human resources to rectify or improve these companies’ corporate governance standards or internal controls and systems. We may be subject to legal, regulatory and/or administrative proceedings. We may be subject to litigation and regulatory proceedings inside and outside China relating to third-party and principal intellectual property infringement claims, contract disputes involving third-party merchants and consumers on our platforms, consumer protection claims, claims relating to data and privacy protection, employment related cases, cross-border payment and settlement disputes and other matters in the ordinary course of our business. As we routinely enter into business contracts with our suppliers, third-party merchants and consumers on our platform, we have been and may continue to be involved in legal proceedings arising from contract disputes, including being named as aco-defendant in lawsuits filed against our suppliers by third parties. For example, between July and August 2019, two lawsuits were filed against us involving claims plus damages due to late payments as well as litigation related expenses. The plaintiffs in these two lawsuits are seeking damages in an aggregate amount of approximately RMB5 billion. We believe these lawsuits are without merit and we are defending ourselves vigorously. However, there is uncertainty regarding the timing or ultimate resolution of these two lawsuits and the other legal proceedings in which we are involved. We anticipate that we will continue to be subject to legal, regulatory and/or administrative proceedings in the future incidental to our ordinary course of business. There can be no assurance that we will be able to prevail in our defense or reverse any unfavorable judgment, ruling or decision against us. In addition, we may decide to enter into settlements that may adversely affect our results of operations and financial condition. As our digital economy expands, including across jurisdictions and through the addition of new businesses, we may encounter a variety of these claims, including those brought against us pursuant to anti-monopoly or unfair competitions laws or involving higher amounts of alleged damages. Laws, rules and regulations may vary in their scope and overseas laws and regulations may impose requirements that are more stringent than, or which conflict with, those in China. We have acquired and may acquire companies that may become subject to litigation, as well as regulatory proceedings. In addition, in connection with litigation or regulatory proceedings we may be subject to in various jurisdictions, we may be prohibited by laws, regulations or government authorities in one jurisdiction from complying with subpoenas, orders or other requests from courts or regulators of other jurisdictions, including those relating to data held in or with respect to persons in these jurisdictions. Our failure or inability to comply with the subpoenas, orders or requests could subject us to fines, penalties or other legal liability, which could have a material adverse effect on our reputation, business, results of operations and the trading price of our Class A ordinary shares and/or ADSs. As a publicly-listed company, we may face additional exposure to claims and lawsuits inside and outside China, including securities law class actions. We will need to defend against these lawsuits, including any appeals should our initial defense be successful. The litigation process may utilize a material portion of our cash resources and divert management’s attention away from theoperations of our company, all of which could harm our business. There can be no assurance that we will prevail in any of these cases, and any adverse outcome of these cases could have a material adverse effect on our reputation, business and results of operations. In addition, although we have obtained directors’ and officers’ liability insurance, the insurance coverage may not be adequate to cover our obligations to indemnify our directors and officers, fund a settlement of litigation in excess of insurance coverage or pay an adverse judgment in litigation. Certain of our directors may be subject to alleged class actions due to their current or previous directorships in other listed companies. Our directors and executive officers may also face litigation or proceedings (including alleged or future securities class action) unrelated to their respective capacity as a director or executive officer of our company, and such litigation or proceedings may adversely affect our public image and reputation.
The existence of litigation, claims, investigations and proceedings may harm our reputation, limit our ability to conduct our business in the affected areas and adversely affect the trading price of our Class A ordinary shares and/or ADSs. The outcome of any claims, investigations and proceedings is inherently uncertain, and in any event defending against these claims could be both costly and time-consuming, and could significantly divert the efforts and resources of our management and other personnel. An adverse determination in any litigation, investigation or proceeding could cause us to pay damages, incur legal and other costs, limit our ability to conduct business or require us to change the manner in which we operate. Our success depends on the continuing and collaborative efforts of our management team, and our business may be severely disrupted if we lose their services. Our success heavily depends upon the continued services of our management. In particular, we rely on the expertise and experience of Mr. Richard Qiangdong Liu, our chairman and chief executive officer, and other executive officers. If one or more of our senior management were unable or unwilling to continue in their present positions, we might not be able to replace them easily or at all, and our business, financial condition and results of operations may be materially and adversely affected. If any of our senior management joins a competitor or forms a competing business, we may lose customers, suppliers,know-how and key professionals and staff members. Our senior management has entered into employment agreements and confidentiality andnon-competition agreements with us. However, if any dispute arises between our officers and us, we may have to incur substantial costs and expenses in order to enforce such agreements in China or we may be unable to enforce them at all. In addition, we do not havekey-man insurance for any of our executive officers or other key personnel. Events or activities attributed to our executive officers or other key personnel, and related publicity, whether or not justified, may affect their ability or willingness to continue to serve our company or dedicate their full time and efforts to our company 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 recruit, train and retain qualified personnel or sufficient workforce while controlling our labor costs, our business may be materially and adversely affected. We intend to hire additional qualified employees to support our business operations and planned expansion. Our future success depends, to a significant extent, on our ability to recruit, train and retain qualified personnel, particularly technical, fulfillment, marketing and other operational personnel with experience in the online retail industry. Our experiencedmid-level managers are instrumental in implementing our business strategies, executing our business plans and supporting our business operations and growth. The effective operation of our managerial and operating systems, fulfillment infrastructure, customer service center and other back office functions also depends on the hard work and quality performance of our management and employees. Since our industry is characterized by high demand and intense competition for talent and labor, we can provide no assurance that we will be able to attract or retain qualified staff or other highly skilled employees that we will need to achieve our strategic objectives. Our fulfillment infrastructure is labor intensive and requires a substantial number of blue-collar workers, and these positions tend to have higher than average turnover. As of December 31, 2020, we employed a total of 242,452 warehouse and delivery personnel. We have observed an overall tightening of the labor market and an emerging trend of shortage of labor supply. Failure to obtain stable and dedicated warehousing, delivery personnel and other labor support may lead to underperformance of these functions and cause disruption to our business. Labor costs in China have increased with China’s economic development, particularly in the large cities where we operate our regional fulfillment centers and more generally in the urban areas where we maintain our delivery and pickup stations. Because we operate our own fulfillment infrastructure, which requires a large and rapidly growing work force, our cost structure is more vulnerable to labor costs than that of many of our competitors, which may put us at a competitive disadvantage. Therefore, to maintain and enhance our competitiveness, we may from time to time need to adjust certain elements of our operations in response to evolving economic conditions and business needs. These adjustments, however, may not be sufficient to allow JD Logistics to address the various challenges it faces or improve its results of operations and financial performance as expected. Furthermore, if the compensation package offered is not competitive in the market, JD Logistics may not be able to provide sufficient incentives to or maintain stable and dedicated warehousing, delivery personnel and other labor support. Any failure to address these risks and uncertainties could materially and adversely affect JD Logistics’s results of operations and financial performance and its prospects of achieving profitability, which could have a material adverse impact on our business development, financial conditions and results of operations. In addition, our ability to train and integrate new employees into our operations may also be limited and may not meet the demand for our business growth on a timely fashion, or at all, and rapid expansion may impair our ability to maintain our corporate culture.
We may have conflicts of interest with our subsidiaries that are stand-alone public companies. On December 8, 2020, shares of JD Health, our consolidated subsidiary, commenced trading on the Main Board of the Hong Kong Stock Exchange under the stock code “6618.” On February 16, 2021, JD Logistics, our consolidated subsidiary, through its joint sponsors, submitted a listing application form (Form A1) to the Hong Kong Stock Exchange to apply for the listing of, and permission to deal in, the shares of JD Logistics on the Main Board of the Hong Kong Stock Exchange. We currently offer different types of support to JD Health and JD Logistics to facilitate the marketing and implementation of their services. We have entered into and may, in the future, enter into various transactions and agreements with JD Health and JD Logistics. JD Health has, and JD Logistics, after it becomes a stand-alone public company in Hong Kong, is expected to have, an audit committee, each consisting of independentnon-executive directors, to review and approve all proposed connected transactions as defined in the listing rules of the Hong Kong Stock Exchange, including any transactions between us and JD Health or JD Logistics, as applicable. We have an audit committee, consisting of independent directors, to review and approve all material related party transactions, including any material transactions between us and JD Health or JD Logistics, as applicable. We believe that the transactions and agreements that we have entered into with JD Health and JD Logistics are on terms that are negotiated on an arm’s length basis. However, as we remain a controlling shareholder of JD Health and JD Logistics, we may from time to time make strategic decisions that we believe are in the best interests of our business and shareholders as a whole, which may create conflicts of interest with JD Health and Logistics, such as resolution of any dispute arising from the agreements between us and JD Health or JD Logistics, allocation of business opportunities between us and JD Health or JD Logistics, and employee recruiting and retention between us and JD Health or JD Logistics. We may not be able to resolve all potential misalignments in interests with JD Health and JD Logistics and the existence of such misalignments in interests may affect the results of operation of JD Health and JD Logistics, which may, in turn, affect our results of operations as a whole. We may incur liability or become subject to administrative penalties for counterfeit or unauthorized products sold on our mobile apps and websites, or for products sold on our mobile apps and websites or content posted on our mobile apps and websites that infringe on third-party intellectual property rights, or for other misconduct. We sourced our products from over 31,000 suppliers as of December 31, 2020. Third-party merchants on our online marketplace are separately responsible for sourcing the products they sell on our mobile apps and websites. Although we have adopted measures to verify the authenticity and authorization of products sold on our mobile apps and websites and avoid potential infringement of third-party intellectual property rights in the course of sourcing and selling products, we may not always be successful. As part of our cross-bordere-commerce business, we source products outside of China and allow overseas brands or partners to sell their products through our online marketplace, which could make it more difficult for us to verify the authenticity and authorization of products sold. In the event that counterfeit, unauthorized or infringing products are sold on our mobile apps and websites or infringing content is posted on our mobile apps and websites, we could face claims that we should be held liable. We have in the past received claims alleging our infringement of third parties’ rights. Irrespective of the validity of such claims, we could incur significant costs and efforts in either defending against or settling such claims. If there is a successful claim against us, we might be required to pay substantial damages or refrain from further sale of the relevant products. Potential liability under PRC law if we negligently participated or assisted in infringement activities associated with counterfeit goods includes injunctions to cease infringing activities, rectification, compensation, administrative penalties and even criminal liability. Moreover, such third-party claims or administrative penalties could result in negative publicity and our reputation could be severely damaged. Any of these events could have a material and adverse effect on our business, results of operations or financial condition.
Under our standard form agreements, we require suppliers or third-party merchants to indemnify us for any losses we suffer or any costs that we incur due to any products we source from these suppliers or any products sold by these third-party merchants. However, not all of our agreements with suppliers and third-party merchants have such terms, and for those agreements that have such terms, we may not be able to successfully enforce our contractual rights and may need to initiate costly and lengthy legal proceedings in China to protect our rights. See “—Risks Related to Doing Business in China—We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of internet-related business and companies.” We may be subject to product liability claims. The products sold by us through our online retail business may be defective. As a result, sales of such products could expose us to product liability claims relating to personal injury or property damage and may require product recalls or other actions. Third parties subject to such injury or damage may bring claims or legal proceedings against us as the retailer of the product. Although we would have legal recourse against the manufacturer of such products under PRC law, attempting to enforce our rights against the manufacturer may be expensive, time-consuming and ultimately futile. In addition, we do not currently maintain any third-party liability insurance or product liability insurance in relation to products we sell. As a result, any material product liability claim or litigation could have a material and adverse effect on our business, financial condition and results of operations. Even unsuccessful claims could result in the expenditure of funds and managerial efforts in defending them and could have a negative impact on our reputation. The proper functioning of our technology platform is essential to our business. Any failure to maintain the satisfactory performance of our websites, mobile apps and systems could materially and adversely affect our business and reputation. The satisfactory performance, reliability and availability of our technology platform are critical to our success and our ability to attract and retain customers and provide quality customer service. Almost all of our sales of products are made online through our mobile apps and websites, and the fulfillment services we provide to third-party merchants are related to sales of their products through our mobile apps and websites. Any system interruptions caused by telecommunications failures, computer viruses, hacking or other attempts to harm our systems that result in the unavailability or slowdown of our mobile apps and websites or reduced order fulfillment performance could reduce the volume of products sold and the attractiveness of product offerings on our mobile apps and websites. Our servers may also be vulnerable to computer viruses, physical or electronicbreak-ins and similar disruptions, which could lead to system interruptions, website slowdown or unavailability, delays or errors in transaction processing, loss of data or the inability to accept and fulfill customer orders. Security breaches, computer viruses and hacking attacks have become more prevalent in our industry. Because of our brand recognition in the online retail industry in China, we believe we are a particularly attractive target for such attacks. We have experienced in the past, and may experience in the future, such attacks and unexpected interruptions. We can provide no assurance that our current security mechanisms will be sufficient to protect our IT systems from any third-party intrusions, viruses or hacker attacks, information or data theft or other similar activities. Any such future occurrences could reduce customer satisfaction, damage our reputation and result in a material decrease in our revenue. Additionally, we must continue to upgrade and improve our technology platform to support our business growth, and failure to do so could impede our growth. However, we cannot assure you that we will be successful in executing these system upgrades and improvement strategies or when the execution of these system upgrades and improvement strategies will be effective. In particular, our systems may experience interruptions during upgrades, and the new technologies or infrastructures may not be fully integrated with the existing systems on a timely basis, or at all. In addition, we experience surges in online traffic and orders associated with promotional activities and holiday seasons, such as June 18 and November 11, which can put additional demands on our technology platform at specific times. If our existing or future technology platform does not function properly, it could cause system disruptions and slow response times, affecting data transmission, which in turn could materially and adversely affect our business, financial condition and results of operations.
Any deficiencies in China’s internet infrastructure could impair our ability to sell products over our mobile apps and websites, which could cause us to lose customers and harm our operating results. Almost all of our sales of products are made online through our mobile apps and websites, and the fulfillment services we provide to third-party merchants are related to sales of their products through our mobile apps and websites. Our business depends on the performance and reliability of the internet infrastructure in China. The availability of our mobile apps and websites depends on telecommunications carriers and other third-party providers for communications and storage capacity, including bandwidth and server storage, among other things. If we are unable to enter into and renew agreements with these providers on acceptable terms, or if any of our existing agreements with such providers are terminated as a result of our breach or otherwise, our ability to provide our services to our customers could be adversely affected. Almost all access to the internet in China is maintained through state-owned telecommunication carriers under administrative control, and we obtain access toend-user networks operated by such telecommunications carriers and internet service providers to give customers access to our mobile apps and websites. We have experienced service interruptions in the past, which were typically caused by service interruptions at the underlying external telecommunications service providers, such as the internet data centers and broadband carriers from which we receive services. Service interruptions prevent consumers from accessing our mobile apps and websites and placing orders, and frequent interruptions could frustrate customers and discourage them from attempting to place orders, which could cause us to lose customers and harm our operating results. If we fail to adopt new technologies or adapt our websites, mobile apps and systems to changing customer requirements or emerging industry standards, or if our efforts to invest in the development of new technologies are unsuccessful or ineffective, our business may be materially and adversely affected. To remain competitive, we must continue to enhance and improve the responsiveness, functionality and features of our mobile apps and websites. The industries we operate in are characterized by rapid technological evolution, changes in customer requirements and preferences, frequent introductions of new products and services embodying new technologies and the emergence of new industry standards and practices, any of which could render our existing technologies and systems obsolete. Our success will depend, in part, on our ability to identify, develop, acquire or license leading technologies useful in our business, and respond to technological advances and emerging industry standards and practices, such as mobile internet, in a cost-effective and timely way. In recent years, we invested in the development of many new technologies and business initiatives, such as AI, big data and cloud. The development of websites, mobile apps and other proprietary technologies entails significant technical and business risks. We cannot assure you that we will be able to successfully develop or effectively use new technologies, recoup the costs of developing new technologies or adapt our websites, mobile apps, proprietary technologies and systems to meet customer requirements or emerging industry standards. If we are unable to develop technologies successfully or adapt in a cost-effective and timely manner in response to changing market conditions or customer requirements, whether for technical, legal, financial or other reasons, our business, prospects, financial condition and results of operations may be materially and adversely affected. Customer growth and activity on mobile devices depends upon effective use of mobile operating systems, networks and standards that we do not control. Purchases using mobile devices by consumers generally, and by our customers specifically, have increased significantly, and we expect this trend to continue. To optimize the mobile shopping experience, we are somewhat dependent on our customers downloading our specific mobile apps for their particular devices as opposed to accessing our sites from an internet browser on their mobile device. As new mobile devices and platforms are released, it is difficult to predict the problems we may encounter in developing applications for these alternative devices and platforms, and we may need to devote significant resources to the development, support and maintenance of such applications. In addition, our future growth and our results of operations could suffer if we experience difficulties in the future in integrating our mobile apps into mobile devices or if problems arise with our relationships with providers of mobile operating systems or mobile app download stores, if our apps receive unfavorable treatment compared to competing apps on the download stores, or if we face increased costs to distribute or have customers use our mobile apps. We are further dependent on the interoperability of our sites with popular mobile operating systems that we do not control, such as iOS and Android, and any changes in such systems that degrade the functionality of our sites or give preferential treatment to competitive products could adversely affect the usage of our sites on mobile devices. In the event that it is more difficult for our customers to access and use our sites on their mobile devices, or if our customers choose not to access or to use our sites on their mobile devices or to use mobile products that do not offer access to our sites, our customer growth could be harmed and our business, financial condition and operating results may be adversely affected.
Failure to protect confidential information of our customers and network against security breaches could damage our reputation and brand and substantially harm our business and results of operations. A significant challenge to the online retail industry is the secure storage of confidential information and its secure transmission over public networks. Almost all of the orders and some of the payments for products we offer are made through our websites and our mobile apps. In addition, some online payments for our products are settled through third-party online payment services. We also share certain personal information about our customers with third-party couriers, such as their names, addresses, phone numbers and transaction records. In addition, with the rapid development of our AI, big data and cloud technologies and services, we have accumulated a large volume of data, which covers customer’s browsing and consumption behavior information, product manufacturing and sales information, warehousing and distribution information, customer service information, among others. We also formed strategic partnerships with some leading mobile internet companies to leverage their powerful big data resources, massive user bases andAI-driven technologies. Maintaining complete security for the storage and transmission of confidential information on our technology platform is essential to maintaining our operating efficiency and customer confidence as well as complying with the applicable laws and standards. We have adopted security policies and measures, including encryption technology, to protect our proprietary data and customer information. However, advances in technology, the expertise of hackers, improper use or sharing of data, new discoveries in the field of cryptography or other events or developments could result in a compromise or breach of the technology that we use to protect confidential information. We may not be able to prevent third parties, especially hackers or other individuals or entities engaging in similar activities, from illegally obtaining such confidential or private information we hold as a result of our customers’ visits to our websites and use of our mobile apps. Such individuals or entities obtaining our customers’ confidential or private information may further engage in various other illegal activities using such information. In addition, we have limited control or influence over the security policies or measures adopted by business partners including strategic partners or third-party providers of online payment services through which some of our customers may choose to make payment for purchases. The third-party couriers we use may also violate their confidentiality obligations and disclose or use information about our customers illegally. Any negative publicity on our websites’ or mobile apps’ safety or privacy protection mechanisms and policies, and any claims asserted against us or fines imposed upon us as a result of actual or perceived failures, could have a material and adverse effect on our public image, reputation, financial condition and results of operations. We have experienced breaches of our information security measures in the past due to external causes beyond our control, such as a leak of user account information from the China Software Developer Network (CSDN) in 2011, although none of the past breaches individually or in the aggregate was material to our business or operations. We cannot assure you that similar events will not occur in the future. If we give third parties greater access to our technology platform in the future as part of providing more technology services to third-party merchants and others, it may become more challenging for us to ensure the security of our systems. Any compromise of our information security or the information security measures of our third-party couriers or third-party online payment service providers or other business partners could have a material and adverse effect on our reputation, business, prospects, financial condition and results of operations. Practices regarding the collection, use, storage, transmission and security of personal information by companies operating over the internet and mobile platforms are under increased public scrutiny. As online retail industry and AI technology continue to evolve, we believe that increased regulation by the PRC government of data privacy on the internet is likely. We may become subject to new laws and regulations applying to the solicitation, collection, processing or use of personal or consumer information that could affect how we store, process and share data with our customers, suppliers and third-party merchants. For example, the PRC Cyber Security Law provides that personal information and important data collected and generated by operators of critical information infrastructure in the course of their operations in the PRC should be stored in the PRC, and the law imposes heightened regulation and additional security obligations on operators of critical information infrastructure. In addition, the State Administration for Market Regulation and the Standardization Administration jointly issued the new Standard of Information Security Technology—Personal Information Security Specification (GB/T 35273-2020) in March 2020, which replaced the previous standard GB/T 35273-2017 and took effect from October 2020. Pursuant to this standard, the personal data controller refers to entities or persons who are authorized to determine the purposes and methods for using and processing personal information. The personal data controller should collect information in accordance with the principles of legality, minimization and voluntariness and should also obtain a consent from the information provider. We expect that these areas will receive greater and continued attention and scrutiny from regulators and the public going forward, which could increase our compliance costs and subject us to heightened risks and challenges associated with data security and protection. An example of such evolving regulatory requirements is the Draft Law of Personal Information Protection, which was published for public comments on October 21, 2020. When it is passed in the future, this law will function jointly with Cyber Security Law to regulate China’s online spheres in relating to personal information protection. If we are unable to manage these risks, we could become subject to penalties, including fines, suspension of business and revocation of required licenses, and our reputation and results of operations could be materially and adversely affected.
In addition, we may need to comply with increasingly complex and rigorous regulatory standards enacted to protect business and personal data in the U.S., Europe and elsewhere. For example, the European Union adopted the General Data Protection Regulation, or the GDPR, which became effective on May 25, 2018. The GDPR imposes additional obligations on companies regarding the handling of personal data and provides certain individual privacy rights to persons whose data is stored. Compliance with existing, proposed and recently enacted laws (including implementation of the privacy and process enhancements called for under GDPR) and regulations can be costly; any failure to comply with these regulatory standards could subject us to legal and reputational risks. We generally comply with industry standards and are subject to the terms of our own privacy policies. Compliance with any additional laws could be expensive, and may place restrictions on the conduct of our business and the manner in which we interact with our customers. Any failure to comply with applicable regulations could also result in regulatory enforcement actions against us, and misuse of or failure to secure personal information could also result in violation of data privacy laws and regulations, proceedings against us by governmental authorities or other authorities, damage to our reputation and credibility and could have a negative impact on revenues and profits. Significant capital and other resources may be required to protect against information security breaches or to alleviate problems caused by such breaches or to comply with our privacy policies or privacy-related legal obligations. The resources required may increase over time as the methods used by hackers and others engaged in online criminal activities are increasingly sophisticated and constantly evolving. Any failure or perceived failure by us to prevent information security breaches or to comply with privacy policies or privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information or other customer data, could cause our customers to lose trust in us and could expose us to legal claims. Any perception by the public that online transactions or the privacy of user information are becoming increasingly unsafe or vulnerable to attacks could inhibit the growth of online retail and other online services generally, which may reduce the number of orders we receive. The wide variety of payment methods that we accept subjects us to third-party payment processing-related risks. We accept payments using a variety of methods, including payment on delivery, bank transfers, online payments through various third-party online payment platforms such as Weixin Pay, UnionPay and JD Pay. For certain payment methods, we pay interchange and other fees, which may increase over time and raise our operating costs and lower our profit margins. We may also be subject to fraud and other illegal activities in connection with the various payment methods we offer, including online payment and cash on delivery options. Although we deliver a majority of the orders directly to customers ourselves, we use third-party couriers during peak seasons to supplement our delivery force. Given some customers choose theoption when they place their orders online, the delivery personnel of our third-party couriers collect payments on our behalf, and we require the third-party couriers to remit the payment collected to us on the following day. If these companies fail to remit the payment collected to us in a timely fashion or at all, if they become unwilling or unable to provide these services to us, or if their service quality deteriorates, our business could be disrupted. We are also subject to various rules, regulations and requirements governing electronic funds transfers, both in China and globally, which could change or be reinterpreted to make it difficult or impossible for us to comply with. If we fail to comply with these rules or requirements, we may be subject to fines and higher transaction fees and lose our ability to accept credit and debit card payments from our customers, process electronic funds transfers or facilitate other types of online payments, and our business, financial condition and results of operations could be materially and adversely affected.
Our delivery, return and exchange policies may materially and adversely affect our results of operations. We have adopted shipping policies that do not necessarily pass the full cost of shipping on to our customers. We also have adopted customer-friendly return and exchange policies that make it convenient and easy for customers to change their minds after completing purchases. We may also be required by law to adopt new or amend existing return and exchange policies from time to time. For example, pursuant to the amended Consumer Protection Law, which became effective in March 2014, except for certain types of products, such as custom-made goods, fresh and perishable goods, consumers are generally entitled to return the products purchased within seven days upon receipt without giving any reasons when they purchase the products from business operators on the internet. See “Item 4.B. Information on the Company—Business Overview—Regulation—Regulations Relating to Product Quality and Consumer Protection.” These policies improve customers’ shopping experience and promote customer loyalty, which in turn help us acquire and retain customers. However, these policies also subject us to additional costs and expenses which we may not recoup through increased revenue. Our ability to handle a large volume of returns is unproven. If our return and exchange policy is misused by a significant number of customers, our costs may increase significantly and our results of operations may be materially and adversely affected. If we revise these policies to reduce our costs and expenses, our customers may be dissatisfied, which may result in loss of existing customers or failure to acquire new customers at a desirable pace, which may materially and adversely affect our results of operations. The offline fresh food markets operated under our 7FRESH brand rely heavily on sales of perishable products, and ordering errors or product supply disruptions may have an adverse impact on its profitability and operating results. Our offline fresh food markets rely on various suppliers and vendors to provide and deliver our perishable product inventory promptly on an ongoing basis. We could suffer significant product inventory losses in the event of the loss of a major supplier or vendor, disruption of our distribution network, extended power outages, natural disasters or other catastrophic occurrences. We have implemented certain systems to ensure our ordering is in line with demand. We cannot assure you, however, that our ordering system will always work efficiently, in particular in connection with the opening of new stores, which have no, or a limited, ordering history. If we were to over-order, we could suffer inventory losses, which would negatively impact our operating results. We may experience negative impact on our reputation due to real or perceived quality or health issues with the food products sold at our offline fresh food markets, which could have an adverse impact on our operating results. Customers of our offline fresh food markets expect us to provide them with fresh, high-quality food products. Concerns regarding the safety of our food products or the safety and quality of our food supply chain could cause shoppers to avoid purchasing certain products from us, or to seek alternative sources of food, even if the basis for the concern is outside of our control. Negative publicity about these concerns, whether or not ultimately based on facts, and whether or not involving products sold at our stores, could discourage consumers from buying our products and have an adverse impact on our operating results. Furthermore, sales of food products entails inherent risks of product liability claims, product recall and the resulting negative publicity. Food products containing contaminants could be inadvertently distributed by us and, if processing by the consumers level does not eliminate them, these contaminants could result in illness or death. We cannot assure you that product liability claims will not be asserted against us or that we will not be obligated to perform product recalls or held liable in the future. Any loss in confidence on the part of our customers would be difficult and costly to reestablish. Any such adverse impact could be exacerbated by our position in the market as a purveyor of fresh, high-quality food products and could significantly reduce our brand value. Issues regarding the safety of any food items sold by us, regardless of the cause, could have a material and adverse impact on our sales and operating results. If JD Digits is unable to successfully manage its business or conflicts that could arise between us and JD Digits are not resolved in our favor, our business, financial condition, results of operations and prospects could be materially and adversely affected as a result. In June 2020, we entered into agreements with JD Digits, pursuant to which we have, through a consolidated PRC domestic company, acquired an aggregate of 36.8% equity interest in JD Digits by converting our profit sharing right pursuant to the framework between us and JD Digits and investing additional RMB1.78 billion in cash in JD Digits. The framework agreement, including the profit-sharing arrangement between JD Digits and us, was terminated, and JD Digits has become our equity method investee. In connection with the acquisition of equity interests in JD Digits, we have entered into a series of agreements with JD Digits which set forth the rights of JD as a shareholder. On March 31, 2021, we entered into definitive agreements with JD Digits relating to the reorganization of our cloud computing and artificial intelligence business. Upon completion of this transactions on March 31, 2021, our equity interest in JD Digits has increased to approximately 42%.
JD Digits currently provides us with certain payment services on anon-exclusive basis and may provide additional services to us in the future. If JD Digits will not be able to successfully manage its risks such as credit risks, its ability to continue to deliver payment and other services to us may be undermined. In such event, JD Digits might seek to amend the terms of its agreements and arrangements with us, which could potentially result in a conflict of interest. Other conflicts of interest between us and JD Digits may arise relating to commercial or strategic opportunities or initiatives. Although we and JD Digits have each agreed to certainnon-competition undertakings, we cannot assure you that JD Digits would not pursue opportunities to provide services to our competitors or other opportunities that would conflict with our interests. If JD Digits is unable to successfully manage its business or conflicts of interest that could arise between us and JD Digits are not resolved in our favor, our business, financial condition, results of operations and prospects could be materially and adversely affected. In addition, we continue to license certain of our intellectual properties, including our “JD” brand and related trademarks and domain names to JD Digits. Because of JD Digits’s ability to continue to use our brand, our close association with JD Digits and overlapping user base, events that negatively affect JD Digits, for example, alleged engagement in inappropriate activities, involvement in any legal or administrative proceedings, or negative publicity, could also negatively affect customers’, regulators’ and other third parties’ perception of us and our JD brand, harm our credibility and reputation and adversely affect our business. Our 7FRESH brand may be unable to keep existing store locations, open new stores in desirable places on favorable terms or compete successfully with other retailers, which could materially and adversely affect its results of operations. Our 7FRESH brand’s growth strategy includes opening and operating offline fresh food stores at suitable locations. The implementation of this strategy depends on finding suitable locations. In addition, we compete with other retailers and businesses for suitable locations. Local land use and zoning regulations, environmental regulations and other regulatory requirements may affect our ability to find suitable locations and have an impact on the cost of constructing, renovating and operating our stores. Real estate, zoning, construction and other delays may adversely affect store openings and renovations and increase our costs. Moreover, changing local demographics at existing store locations may adversely affect revenue and profitability levels at those stores. The termination or expiration of leases at existing store locations may adversely affect us if the renewal terms of those leases are unacceptable to us and we are forced to close or relocate stores. If we determine to close or relocate a store subject to a lease, we may remain obligated under the lease for the remainder of the lease term. Furthermore, our offline fresh food stores face increasing competition from other retailers in various aspects, including, among others, pricing, selection, quality and availability of product offering, store hours,in-store amenities, shopping convenience and overall shopping experience. If we operate our stores at locations not suitable for our growth strategy, or if we are unable to maintain our existing store locations, open new stores in desirable places and on favorable terms or compete successfully with other retailers, the results of operations of our 7FRESH brand could be materially and adversely affected. JD Logistics, our subsidiary that is a technology-driven supply chain solutions and logistics services provider, is subject to risks associated with provision of integrated supply chain solutions and logistics services and operations. JD Logistics, our subsidiary that is a technology-driven supply chain solutions and logistics services provider, is subject to risks associated with provision of integrated supply chain solutions and logistics services and operations, including, but not limited to, the following: potential disruptions to the operation of the warehousing and logistics facilities operated by us or other third-party transportation companies and couriers that facilitate our logistics services, or to the development of new warehousing and logistics facilities;
risk that our customers may reduce their expenditure on third-party supply chain solutions and logistics services or increase utilization of their internal solutions; tightening of the labor market, increases in labor costs or any labor unrest, as we operate in a labor-intensive industry; failure to maintain positive relationships with our third-party logistics service providers; risks associated with the items we deliver and the contents of shipments and inventories handled through our logistics networks, including real or perceived quality or health issues with the products that are handled through our logistics networks; and risks inherent in the logistics industry, including personal injury, product damage, and transportation-related incidents. The occurrence of any such risks may damage the business and reputation of JD Logistics, and may have a material and adverse impact on our financial condition and results of operations. JD Health, our healthcare subsidiary, is subject to risks associated with the marketing, distributing, selling and regulation of pharmaceutical and healthcare products. JD Health, our healthcare subsidiary, is subject to certain risks associated with the marketing, distributing and selling of pharmaceutical and other health and wellness products, as well as provision of medical and related services, including, but not limited to, the following: inability to successfully execute effective advertising, marketing and promotional activities necessary to maintain and increase the awareness of JD Health and the products and services it offers; failure to implement effective pricing and other strategies in response to intense market competition in the pharmaceutical industry in China; inability to upgrade intelligent healthcare solutions in response to changing consumer demand and preference; inability to stock adequate supply of pharmaceutical and healthcare products that customers desire; potential medical liability claims in connection with our online healthcare services; potential penalties or disputes against us for failure to manage ourin-house medical team and external doctors; failure ofin-house medical team or external doctors to provide adequate and proper medical services on our platform; inability to obtain and maintain regulatory or governmental permits, approvals and clearances, or to pass PRC government inspections; and the risk of, and resulting liability from, any contamination, injury or other harm caused by any use, misuse, misdiagnosis or side-effects involving products distributed or services provided by JD Health. The occurrence of any such risks may damage the business and reputation of JD Health, and may have a material and adverse impact on our financial condition and results of operations. Furthermore, laws and regulations regarding pharmaceutical and healthcare industry in China are strict and extensive. Violation of relevant laws and regulations may result in harsh penalties and, under certain circumstances, lead to criminal prosecution. Meanwhile, regulations of both internet industry and its internet healthcare sector are relatively new and evolving, and their interpretation and enforcement involve significant uncertainty. As a result, it may be difficult to determine what actions or omissions would be deemed in violation of applicable laws and regulations. Due to the uncertainty and complexity of the regulatory environment, we cannot assure you that JD Health would always be in full compliance with applicable laws and regulations, the violation of which may have adverse effect on its brand reputation and business. Compliance with future laws and regulations may require JD Health to change its business models and practices at an undeterminable and possibly significant financial cost. These additional monetary expenditures may increase future overhead, which may, in turn, have a material adverse effect on our business, financial condition and results of operations.
JD Smart Property Development Group, or JD Property, faces challenges relating to the macroeconomic environment, the market condition and its own business development. JD Property, our subsidiary that owns, develops and manages our logistics facilities and other real estate properties, faces challenges relating to the macroeconomic environment, the market condition and certain characteristics of its current operations. These challenges include, but are not limited to: impact on business growth due to theCOVID-19 pandemic against COVID-19 over economic development;fluctuations in the macroeconomic environment concentration risk of business operations uncertainties in the overseas market If JD Property’s business cannot continue to grow despite these challenges, our financial condition and results of operations may be materially and adversely affected. Our use of some leased properties could be challenged by third parties or government authorities, which may cause interruptions to our business operations. A small portion of the lessors of our leased warehouses, leased offices, and leased delivery stations and pickup stations have not provided us with their property ownership certificates or any other documentation proving their right to lease those properties to us. If our lessors (including the lessors of our 7FRESH offline fresh food stores) are not the owners of the properties and they have not obtained consents from the owners or their lessors or permits from the relevant government authorities, our leases could be invalidated. If this occurs, we may have to renegotiate the leases with the owners or the parties who have the right to lease the properties, and the terms of the new leases may be less favorable to us. Some of the leased properties were also subject to mortgage at the time the leases were entered into. Such lease may not be binding on the transferee of the property in the event that the mortgage holder forecloses on the mortgage and transfers the property to another party. In addition, a substantial portion of our leasehold interests in leased properties have not been registered with the relevant PRC government authorities as required by PRC law, which may expose us to potential fines if we fail to remediate after receiving any notice from the relevant PRC government authorities. Also, in the event that the actual use of our leased properties is inconsistent with the use registered on the land use right certificate or our leased properties are on allocated land, the competent authorities may require the lessors to return the land and impose fines on the lessors, or confiscate the proceeds from the leasing of the properties and impose fines on the lessor if such properties are leased without their consent or handing in such income, as applicable. Therefore, the relevant lease agreements may be deemed to be in breach of the law and therefore be void.
As of the date of this annual report, we are not aware of any material claims or actions being contemplated or initiated by government authorities, property owners or any other third parties with respect to our leasehold interests in or use of such properties. However, we cannot assure you that our use of such leased properties will not be challenged. In the event that our use of properties is successfully challenged, we may be subject to fines and forced to relocate the affected operations. In addition, we may become involved in disputes with the property owners or third parties who otherwise have rights to or interests in our leased properties. We can provide no assurance that we will be able to find suitable replacement sites on terms acceptable to us on a timely basis, or at all, or that we will not be subject to material liability resulting from third parties’ challenges on our use of such properties. As a result, our business, financial condition and results of operations may be materially and adversely affected. Failure to renew our current leases or locate desirable alternatives for our facilities could materially and adversely affect our business. We lease properties for our offices, customer service center, warehouses, sorting centers, and delivery and pickup stations. We may not be able to successfully extend or renew such leases upon expiration of the current term on commercially reasonable terms or at all, and may therefore be forced to relocate our affected operations. This could disrupt our operations and result in significant relocation expenses, which could materially and adversely affect our business, financial condition and results of operations. In addition, we compete with other businesses for premises at certain locations or of desirable sizes. As a result, even though we could extend or renew our leases, rental payments may significantly increase as a result of the high demand for the leased properties. In addition, we may not be able to locate desirable alternative sites for our facilities as our business continues to grow and failure in relocating our affected operations could materially and adversely affect our business and operations. We are subject to a broad range of laws and regulations. Any lack of requisite approvals, licenses or permits applicable to our business or any failure to comply with applicable laws or regulations may have a material and adverse impact on our business, financial condition and results of operations. Our business is subject to governmental supervision and regulation by the relevant PRC governmental authorities, including the State Administration for Market Regulation (formerly known as the State Administration for Industry and Commerce), or SAMR, the National Development and Reform Commission, or NDRC, the Ministry of Commerce, the Ministry of Industry and Information Technology, or MIIT, the Cyberspace Administration of China, the Ministry of Transport, the State Post Bureau and the People’s Bank of China, among others. Together, these government authorities promulgate and enforce regulations that cover many aspects of the operation of the online retail, courier and road freight transportation industries, including entry into these industries, the scope of permissible business activities, licenses and permits for various business activities, and foreign investment. See “Item 4.B. Information on the Company—Business Overview—Regulation—Regulations Relating to Foreign Investment” and “—Licenses and Permits.” Under PRC law, an entity operating courier services across multiple provinces must obtain a cross-provincial Courier Service Operation Permit and conduct its courier services within the permitted scope as indicated in the permit. Furthermore, any entity engaging in road freight transportation services in China must obtain a Road Transportation Operation Permit from the relevant road transportation administrative authorities. We operate a nationwide road freight transportation and delivery network. As of December 31, 2020, we have Courier Service Operation Permits that allow Jingbangda, a subsidiary of Xi’an Jingdong Xincheng, one of our consolidated variable interest entities providing logistics services, and the subsidiaries of Jingbangda, to operate an express delivery business in 31 provinces and 448 cities in China. As of December 31, 2020, Jingbangda and its 37 subsidiaries had obtained Courier Service Operation Permits. As of the same date, Xi’an Jingdong Xuncheng and its 10 branches and two subsidiaries, and Jingbangda and its 32 subsidiaries and two branches had obtained Road Transportation Operation Permits that allow these entities to provide road freight transportation services.We are in the process of making filings with local postal administrations for express delivery terminal outlets of the subsidiaries of Jingbangda. However, we cannot assure you that we can obtain such permits and licenses in a timely manner, or at all, due to complex procedural requirements and policies.
In addition, we issue one type of prepaid cards which may be used to buy the products and services sold on our mobile apps and websites. Due to licensing requirements, currently such prepaid cards can only be used to purchase products and services directly sold by us. There may be some defects with respect to the process of establishing certain of our indirect subsidiaries in China. Certain subsidiaries of our wholly foreign-owned subsidiaries in China were established without obtaining the prior approval from the relevant government authorities that supervise the relevant industries, and some obtain the relevant permits from the government authority at a level lower than as required. We have not received any notice of warning or been subject to penalties or other disciplinary action from the relevant governmental authorities with respect to these defects. However, we cannot assure you that the relevant governmental authorities would not require us to obtain the approvals, or the permits from proper level of government authorities to cure the defects, or take any other actions retrospectively in the future. If the relevant government authorities require us to cure such defects, we cannot assure you that we will be able to obtain the approvals, or the permits from proper level of government authorities, in a timely manner or at all. We provide payment by installments to certain qualified customers for purchasing relevant products sold on our websites. These payment services may be deemed to be providing consumer loans. If so, an approval for consumer finance company from the relevant authority is required, and we cannot assure you that we can obtain such approval in a timely manner, or at all. If the PRC government considers that we were operating without the proper approvals, licenses or permits, it has the power, among other things, to levy fines, confiscate our income, revoke our business licenses, and require us to discontinue our relevant business or impose restrictions on the affected portion of our business. Any of these actions by the PRC government may have a material and adverse effect on our results of operations. Thee-commerce industry, and online retail in particular, is highly regulated by the PRC government. For example, the Price Law of the People’s Republic of China prohibits a business operator from committing the specified unlawful pricing activities, such as dumping products at price below cost for the purpose of driving out rivals or monopolizing the market, using false or misleading prices to deceive consumers to transact, colluding with others to manipulate the market price, or conducting price discrimination against other business operators. We are required to obtain various licenses and permits from different regulatory authorities in order to distribute certain categories of products on our mobile apps and websites. See “Item 4.B. Information on the Company—Business Overview—Regulation—Licenses and Permits.” We have made great efforts to obtain all the applicable licenses and permits, but due to the large number of products sold on our mobile apps and websites, we may not always be able to do so and we were penalized by governmental authorities for selling products without proper licenses. As we increase our product selection, we may also become subject to new or existing laws and regulations that did not affect us before. As online retail is evolving rapidly in China, new laws and regulations may be adopted from time to time to require additional licenses and permits other than those we currently have, and to address new issues that arise from time to time. For example, in August 2018, the Standing Committee of the National People’s Congress promulgatedthe E-Commerce Law, which became effective on January 1, 2019. TheE-Commerce Law imposes a number of new requirements and obligations one-commerce platform operators. In addition, on March 15, 2021, the SAMR promulgated the Measures for the Supervision and Administration of Online Trading, which will take effect from May 1, 2021 and will be an important departmental regulation for the implementation of theE-commerce Law. We have adopted a series of measures to comply with such requires under theE-Commerce Law. We cannot assure you, however, that our current business operations meet the requirements under theE-Commerce Law in all respects. If the PRC governmental authorities determine that we are not in compliance with all the requirements under theE-Commerce Law and other applicable laws and rules, we may be subject to fines and/or other sanctions. As a result, substantial uncertainties exist regarding the interpretation and implementation of PRC laws and regulations applicable to online retail businesses. If we are unable to maintain and renew one or more of our licenses and certificates when their current term expires, or obtain such renewals on commercially reasonable terms, our operations could be disrupted. If the PRC government requires additional licenses or permits or provides more strict supervision requirements in the future in order for us to conduct our businesses, there is no guarantee that we would be able to obtain such licenses or permits or meet all the supervision requirements in a timely manner, or at all.
We have granted, and may continue to grant, restricted share units and other types of awards under our Share Incentive Plan and our consolidated subsidiaries’ share incentive plans, which may result in increased share-based compensation expenses. We have adopted a share incentive plan, or our Share Incentive Plan, to provide additional incentives to employees, directors and consultants. See “Item 6.B. Directors, Senior Management and Employees—Compensation—Share Incentive Plan” for a detailed discussion. For example, in May 2015, our board of directors approved a10-year compensation plan for Mr. Richard Qiangdong Liu, under which, Mr. Liu will receive RMB1.00 per year in cash salary and zero cash bonus during the10-year period and in the meantime, Mr. Liu was granted an option to acquire a total of 26,000,000 Class A ordinary shares of our company, at an exercise price of US$16.70 per share or US$33.40 per ADS, subject to a10-year vesting schedule with 10% of the award vested on each anniversary of the grant date. We incurred share-based compensation expenses of RMB167 million, RMB134 million and RMB104 million (US$16 million) in connection with this grant of option to Mr. Liu in 2018, 2019 and 2020, respectively. In addition, in October 2020, with the approvals of our board of directors and the board of directors of JD Logistics and JD Health, the consolidated subsidiaries of the company, JD Logistics and JD Health each granted to Mr. Richard Qiangdong Liu options to acquire 99,186,705 ordinary shares of JD Logistics and options to acquire 53,042,516 ordinary shares of JD Health (collectively, the “Grants”) according to the existing share incentive plan of each of JD Logistics and JD Health. The Grants were awarded to Mr. Liu to motivate him to continue leading the future success of JD Logistics and JD Health. The Grants by JD Logistics and JD Health are each subject to asix-year vesting schedule and each account approximately 2% of the issued and outstanding shares of JD Logistics and JD Health as of the grant date, as applicable. JD Logistics adopted its own share incentive plan in 2018, which permits the granting of stock options, restricted share units and other types of awards of JD Logistics to its employees, directors and consultants, and granted 187,844,000, 83,476,500 and 224,511,105 share options for the years ended December 31, 2018, 2019 and 2020, respectively, including the share options granted to Mr. Liu mentioned above. JD Health adopted its own share incentive plan in 2020, which permits the granting of stock options, restricted share units and other types of awards of JD Health to its employees, directors and consultants, and granted 94,770,812 share options for the year ended December 31, 2020, including the share options granted to Mr. Liu mentioned above. For the years ended December 31, 2018, 2019 and 2020, we recorded an aggregate of RMB3,660 million, RMB3,695 million, RMB4,156 million (US$637 million), respectively, in share-based compensation expenses. As of December 31, 2020, the awards in our Share Incentive Plan that had been granted to our directors, officers, employees and consultants and remained outstanding included (i) restricted share units to receive an aggregate of 108,279,186 ordinary shares, excluding restricted share units that were forfeited, cancelled, or vested after the relevant grant date, and (ii) options to purchase an aggregate of 30,907,060 ordinary shares, excluding options that were forfeited, cancelled, or exercised after the relevant grant date. We believe the granting of share-based awards is of significant importance to our ability to attract and retain key personnel and employees, and we will continue to grant share-based awards to employees in the future. As a result, our expenses associated with share-based compensation may increase, which may have an adverse effect on our results of operations. Our results of operations are subject to seasonal fluctuations. We experience seasonality in our business, reflecting a combination of traditional retail seasonality patterns and new patterns associated with online retail in particular. For example, we generally experience less user traffic and purchase orders during national holidays in China, particularly during the Chinese New Year holiday season in the first quarter of each year. Furthermore, sales in the traditional retail industry are significantly higher in the fourth quarter of each calendar year than in the preceding three quarters.E-commerce companies in China hold special promotional campaigns on November 11 each year, and we hold a special promotional campaign in the second quarter of each year, on June 18, to celebrate the anniversary of the founding of our business, both of which can affect our results for those quarters. Overall, the historical seasonality of our business has been relatively mild due to the rapid growth we have experienced and may increase further in the future. Our financial condition and results of operations for future periods may continue to fluctuate. As a result, the trading price of our Class A ordinary shares and/or ADSs may fluctuate from time to time due to seasonality.
We may need additional capital, and financing may not be available on terms acceptable to us, or at all. We recorded net current liabilities of RMB16.0 billion, RMB0.9 billion and net current assets of RMB60.8 billion (US$9.3 billion) as of December 31, 2018, 2019 and 2020, respectively. Although we believe that our current cash and cash equivalents and anticipated cash flow from operations will be sufficient to meet our anticipated cash needs for the next 12 months, we may also require additional cash resources due to changed business conditions or other future developments, including any changes in our account payable policy, marketing initiatives or investments we may decide to pursue. If these resources are insufficient to satisfy our cash requirements, we may seek to obtain a credit facility or sell additional equity or debt securities. The sale of additional equity securities could result in dilution of our existing shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. For example, the unsecured senior notes we issued in April 2016 and January 2020 both contain covenants including limitation on liens and restriction on consolidation, merger and sale of all or substantially all of our assets, and our term and revolving credit facilities we entered into in 2017 contain covenants that impose certain minimum financial performance requirements on us and that restrict our ability to raise additional debt. It is uncertain whether financing will be available in amounts or on terms acceptable to us, if at all. In addition, any difficulty or failure to meet our liquidity needs as and when needed can have a material adverse effect on our prospects. A large balance of indebtedness may require that we devote our financial resources to servicing such debt rather than funding our operating activities, which constrains our capital flexibility and may in turn adversely affect our results of operation. It may also be a challenge for us to service our interest and principal repayments in a timely manner or at all, which could trigger cross-defaults with other debt, as applicable, as well as limit our ability to obtain further debt financing. Failure to comply with the terms of our indebtedness or enforcement of our obligations under any guarantee or other similar arrangement could have an adverse effect on our cash flow and liquidity. As of December 31, 2020, we had long-term debt obligations, including the current portion, in an aggregate amount of RMB15.8 billion (US$2.4 billion), including US$2.0 billion in aggregate principal amount of unsecured senior notes and US$0.45 billion we had drawn down and outstanding under our US$1.0 billion term and revolving credit facilities. Under the terms of our indebtedness and under any debt financing arrangement that we may enter into in the future, we are, and may be in the future, subject to covenants that could, among other things, restrict our business and operations. If we breach any of these covenants, our lenders under our credit facilities and holders of our unsecured senior notes will be entitled to accelerate our debt obligations. Any default under our credit facilities or unsecured senior notes could require that we repay these debts prior to maturity as well as limit our ability to obtain additional financing, which in turn may have a material adverse effect on our cash flow and liquidity. In addition, enforcement against us under any guarantee and other similar arrangements we may enter into in the future could materially and adversely affect our cash flow and liquidity. Changes affecting the availability of the London Inter-bank Offered Rate (LIBOR) may have consequences for us that cannot yet be reasonably predicted. We have outstanding debt with variable interest rates based on LIBOR. In December 2017, we entered into a five-year US$1.0 billion term and revolving credit facilities agreement with a group of 24 arrangers. The facilities were priced at 115 basis points over LIBOR. As of the date of this annual report, US$0.45 billion of the credit facilities had been drawn down and outstanding. The LIBOR benchmark has been the subject of national, international and other regulatory guidance and proposals to reform. On July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. It is unclear whether or not, at that time, LIBOR will cease to exist and a satisfactory replacement rate developed or if new methods of calculating LIBOR will be established such that it continues to exist after 2021. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of, among other entities, large U.S. financial institutions, is considering replacing U.S. dollar LIBOR with a new index that measures the cost of borrowing cash overnight, backed by U.S. Treasury securities (“SOFR”). SOFR is observed and backward-looking, which stands in contrast with LIBOR under the current methodology, which is an estimated forward-looking rate and relies, to some degree, on the expert judgment of submitting panel members. Whether or not SOFR attains market traction as a LIBOR replacement rate remains in question. As such, the future of LIBOR at this time is uncertain. If LIBOR ceases to exist, we may need to renegotiate the applicable interest rates under our existing revolving credit facilities agreement, as it uses LIBOR as a factor in determining the applicable interest rate. In addition, any changes to benchmark rates may have an uncertain impact on our cost of funds and our access to the capital markets, which could impact our results of operations and cash flows. Uncertainty as to the nature of such potential changes may also adversely affect the trading market for our securities.
Fluctuation of items that arenon-recurring in nature and fluctuation of fair value change of the wealth management products we invested in have affected our results of operations during 2018, 2019 and 2020 and may continue to affect our results of operations in the future. The fluctuation of items that arenon-recurring in nature, primarily gains on sale of development properties and others, net, significantly affected our results of operations during 2019 and 2020. We recorded a gain of RMB3,885 million and RMB1,649 million (US$253 million) in 2019 and 2020, respectively, for selling certain of our development properties, as compared with nil in 2018. Others, net consist primarily of gains or losses from fair value change, impairment, disposals of long-term investments other than those accounted for under the equity method, government financial incentives, and othernon-operating income or expenses. For others, net, we recorded an income of RMB95 million, RMB5.4 billion and RMB32.6 billion (US$5.0 billion) in 2018, 2019 and 2020, respectively.We identify these items asnon-recurring in nature as they are not indicative of our core operating results and business outlook. We cannot assure you that we will be able to continue to generate net profits and maintain profitability in the future after excluding the impact of suchnon-recurring items. The significant fluctuation of thesenon-recurring items may continue to affect our results of operations and result in fluctuation of net income/(loss) in the future. During 2018, 2019 and 2020, we made investments in wealth management products and recorded a fair value of wealth management products of RMB1.9 billion, RMB23.2 billion and RMB24.3 billion (US$3.7 billion) as of December 31, 2018, 2019 and 2020, respectively. For the year ended December 31, 2018, 2019 and 2020, gross unrealized gains of RMB0.6 million, RMB54.8 million and RMB0.01 million were recorded on wealth management products, respectively. No impairment charges were recorded for the years ended December 31, 2018, 2019 and 2020, respectively. Those wealth management products were certain deposits with variable interest rates or principalnot-guaranteed with certain financial institutions, and usually have maturities of less than one year. We are exposed to credit risk in relation to our investments in wealth management products, which may adversely affect our net changes in their fair value. We cannot assure you that market conditions and regulatory environment will create fair value gains and we will not incur any fair value losses on our investments in wealth management products at fair value through profit or loss in the future. If we incur such fair value losses, our results of operations, financial condition and prospects may be adversely affected. Our revenues and financial results may be adversely affected by any economic slowdown in China as well as globally. The success of our business ultimately depends on consumer spending. We derive substantially all of our revenues from China. As a result, our revenues and financial results are impacted to a significant extent by economic conditions in China and globally, as well as economic conditions specific to online retail. The global macroeconomic environment is facing numerous challenges. The growth rate of the Chinese economy has gradually slowed since 2010 and the trend may continue in the foreseeable future, especially in light of the challenges the global economy is facing due to theCOVID-19 global pandemic. See “— We face risks related to natural disasters, health epidemics and other outbreaks, such as the outbreak of COVID-19, which could significantly disrupt our operations.” Any slowdown could significantly reduce domestic commerce in China, including through the internet generally and through us. In addition, there is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States and China. Unrest, terrorist threats and the potential for war in the Middle East and elsewhere may increase market volatility across the globe. There have also been concerns about the relationship between China and other countries, including the surrounding Asian countries, which may potentially have economic effects. In particular, there is significant uncertainty about the future relationship between the United States and China with respect to trade policies, treaties, government regulations and tariffs. Economic conditions in China are sensitive to global economic conditions, as well as changes in domestic economic and political policies and the expected or perceived overall economic growth rate in China. Any severe or prolonged slowdown in the global or Chinese economy may materially and adversely affect our business, results of operations and financial condition.
We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position. We regard our trademarks, copyrights, patents, domain names,know-how, proprietary technologies, and similar intellectual property as critical to our success, and we rely on a combination of intellectual property laws and contractual arrangements, including confidentiality, invention assignmentand non-compete agreements with our employees and others, to protect our proprietary rights. Although we are not aware of any copycat websites that attempt to cause confusion or diversion of traffic from us at the moment, we may become an attractive target to such attacks in the future because of our brand recognition in the online retail industry in China. Despite these measures, any of our intellectual property rights could be challenged, invalidated, circumvented or misappropriated, or such intellectual property may not be sufficient to provide us with competitive advantages. In addition, there can be no assurance that our patent applications will be approved, that any issued patents will adequately protect our intellectual property, or that such patents will not be challenged by third parties or found by a judicial authority to be invalid or unenforceable. Further, because of the rapid pace of technological change in our industry, parts of our business rely on technologies developed or licensed by third parties, and we may not be able to obtain or continue to obtain licenses and technologies from these third parties at all or on reasonable terms. It is often difficult to register, maintain and enforce intellectual property rights in China. Statutory laws and regulations are subject to judicial interpretation and enforcement and may not be applied consistently due to the lack of clear guidance on statutory interpretation. Confidentiality, invention assignment andnon-compete agreements may be breached by counterparties, and there may not be adequate remedies available to us for any such breach. Accordingly, we may not be able to effectively protect our intellectual property rights or to enforce our contractual rights in China. Policing any unauthorized use of our intellectual property is difficult and costly and the steps we take may be inadequate to prevent the infringement or misappropriation of our intellectual property. In the event that we resort to litigation to enforce our intellectual property rights, such litigation could result in substantial costs and a diversion of our managerial and financial resources, and could put our intellectual property at risk of being invalidated or narrowed in scope. We can provide no assurance that we will prevail in such litigation, and even if we do prevail, we may not obtain a meaningful recovery. In addition, our trade secrets may be leaked or otherwise become available to, or be independently discovered by, our competitors. Any failure in maintaining, protecting or enforcing our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations. We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations. We cannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate patents, copyrights or other intellectual property rights held by third parties. We have been, and from time to time in the future may be, subject to legal proceedings and claims relating to the intellectual property rights of others. In addition, there may be other third-party intellectual property that is infringed by our products or services, the products or services provided by third-party merchants on our marketplace, or other aspects of our business. There could also be existing patents of which we are not aware that our products may inadvertently infringe. We cannot assure you that holders of patents purportedly relating to some aspect of our technology platform or business, if any such holders exist, would not seek to enforce such patents against us in China, the United States or any other jurisdictions. Further, the application and interpretation of China’s patent laws and the procedures and standards for granting patents in China are still evolving and are uncertain, and we cannot assure you that PRC courts or regulatory authorities would agree with our analysis. If we are found to have violated the intellectual property rights of others, we may be subject to liability for our infringement activities or may be prohibited from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives of our own. In addition, we may incur significant expenses, and may be forced to divert management’s time and other resources from our business and operations to defend against these third-party infringement claims, regardless of their merits. Successful infringement or licensing claims made against us may result in significant monetary liabilities and may materially disrupt our business and operations by restricting or prohibiting our use of the intellectual property in question. Finally, we use open source software in connection with our products and services. Companies that incorporate open source software into their products and services have, from time to time, faced claims challenging the ownership of open source software and compliance with open source license terms. As a result, we could be subject to suits by parties claiming ownership of what we believe to be open source software or noncompliance with open source licensing terms. Some open source software licenses require users who distribute open source software as part of their software to publicly disclose all or part of the source code to such software and make available any derivative works of the open source code on unfavorable terms or at no cost. Any requirement to disclose our source code or pay damages for breach of contract could be harmful to our business, results of operations and financial condition.
We have limited insurance coverage, which could expose us to significant costs and business disruption. We maintain various insurance policies to safeguard against risks and unexpected events. We have purchased all risk property insurance covering our inventory and fixed assets such as equipment, furniture and office facilities. We maintain public liability insurance for our business activities at 55 locations. We also provide social security insurance including pension insurance, unemployment insurance, work-related injury insurance, maternity insurance and medical insurance for our employees. Additionally, we provide group accident insurance for all employees and supplementary medical insurance for all management and technology and other professional personnel. However, insurance companies in China currently offer limited business-related insurance products. We do not maintain business interruption insurance or product liability insurance other than in connection with the fixed business premises of our 7FRESH business, nor do we maintainkey-man life insurance. We cannot assure you that our insurance coverage is sufficient to prevent us from any loss or that we will be able to successfully claim our losses under our current insurance policy on a timely basis, or at all. If we incur any loss that is not covered by our insurance policies, or the compensated amount is significantly less than our actual loss, our business, financial condition and results of operations could be materially and adversely affected. Our chairman and chief executive officer, Mr. Richard Qiangdong Liu, has considerable influence over important corporate matters. Our dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares and/or our ADSs may view as beneficial. Our company is controlled through a dual class voting structure. Our chairman and chief executive officer, Mr. Richard Qiangdong Liu, has considerable influence over important corporate matters. Our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares are entitled to one vote per share in respect of matters requiring the votes of shareholders, while holders of Class B ordinary shares are entitled to twenty votes per share, subject to certain exceptions. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any direct or indirect transfer of Class B ordinary shares or associated voting power by a holder thereof to any person or entity which is not an affiliate of such holder, such Class B ordinary shares will be automatically and immediately converted into the equal number of Class A ordinary shares. Due to the disparate voting powers associated with our two classes of ordinary shares, as of February 28, 2021, Mr. Liu beneficially owned 76.9% of the aggregate voting power of our company, including 3.9% of the aggregate voting power of our company that he may exercise on behalf of Fortune Rising Holdings Limited. Mr. Liu is the sole shareholder and the sole director of Fortune Rising Holdings Limited. Fortune Rising Holdings Limited holds 22,743,428 Class B ordinary shares, representing 3.9% of the aggregate voting power of our company, for the purpose of transferring such shares to the plan participants according to our awards under our Share Incentive Plan, and administers the awards and acts according to our instruction. Fortune Rising Holdings Limited can exercise the 3.9% of the aggregate voting power of our company following our instruction. Mr. Liu, as the representative of Fortune Rising Holdings Limited, can exercise this 3.9% of the aggregate voting power of our company on behalf of Fortune Rising Holdings Limited. See “Item 6.E. Directors, Senior Management and Employees—Share Ownership.” As a result, Mr. Liu has considerable influence over matters such as electing directors and approving material mergers, acquisitions or other business combination transactions. In addition, under our current memorandum and articles of association, our board of directors will not be able to form a quorum without Mr. Liu for so long as Mr. Liu remains a director. This concentrated control will limit your ability to influence corporate matters and could also discourage others from pursuing any potential merger, takeover or other change of control transactions, which could have the effect of depriving the holders of our Class A ordinary shares and our ADSs of the opportunity to sell their shares at a premium over the prevailing market price. Changes in U.S. and international trade policies, particularly with regard to China, may adversely impact our business and operating results. The U.S. government has made statements and taken certain actions that may lead to potential changes to U.S. and international trade policies towards China. In January 2020, the “Phase One” agreement was signed between the United States and China on trade matters. However, it remains unclear what additional actions, if any, will be taken by the U.S. or other governments with respect to international trade agreements, the imposition of tariffs on goods imported into the U.S., tax policy related to international commerce, or other trade matters. Any unfavorable government policies on international trade, such as capital controls or tariffs, may affect the demand for our products and services, might impact the competitive position of our products or prevent us from selling products in certain countries. If any new tariffs, legislation and/or regulations are implemented, or if existing trade agreements are renegotiated or, in particular, if the U.S. government takes retaliatory trade actions due to the recent U.S.-China trade tension, such changes could have an adverse effect on our business, financial condition and results of operations.
Disruptions in the financial markets and economic conditions could affect our ability to raise capital. Global economies could suffer dramatic downturns as the result of a deterioration in the credit markets and related financial crisis as well as a variety of other factors including, extreme volatility in security prices, severely diminished liquidity and credit availability, ratings downgrades of certain investments and declining valuations of others. For example, the currentCOVID-19 pandemic has caused significant volatility in financial markets across the world. In the past, governments have taken unprecedented actions in an attempt to address and rectify these extreme market and economic conditions by providing liquidity and stability to the financial markets. If these actions are not successful, the return of adverse economic conditions may cause a significant impact on our ability to raise capital, if needed, on a timely basis and on acceptable terms or at all. We may be the subject of anti-competitive, harassing, or other detrimental conduct by third parties including complaints to regulatory agencies, negative blog postings, and the public dissemination of malicious assessments of our business that could harm our reputation and cause us to lose market share, customers and revenues and adversely affect the price of our Class A ordinary shares and/or ADSs. We may be the target of anti-competitive, harassing, or other detrimental conduct by third parties. Such conduct includes complaints, anonymous or otherwise, to regulatory agencies. Our brand name and our business may be harmed by aggressive marketing and communications strategies of our competitors. We may be subject to government or regulatory investigation as a result of such third-party conduct and may be required to expend significant time and incur substantial costs to address such third-party conduct, and there is no assurance that we will be able to conclusively refute each of the allegations within a reasonable period of time, or at all. Additionally, allegations, directly or indirectly against us, may be posted in internet chat-rooms or on blogs or websites by anyone, whether or not related to us, on an anonymous basis. Consumers value readily available information concerning retailers, manufacturers, and their goods and services and often act on such information without further investigation or authentication and without regard to its accuracy. The availability of information on social media platforms and devices is virtually immediate, as is its impact. Social media platforms and devices immediately publish the content their subscribers and participants post, often without filters or checks on the accuracy of the content posted. Information posted may be inaccurate and adverse to us, and it may harm our financial performance, prospects or business. The harm may be immediate without affording us an opportunity for redress or correction. Our reputation may be negatively affected as a result of the public dissemination of anonymous allegations or malicious statements about our business, which in turn may cause us to lose market share, customers and revenues and adversely affect the price of our Class A ordinary shares and/or ADSs. We face risks related to natural disasters, health epidemics and other outbreaks, such as the outbreak ofCOVID-19, which could significantly disrupt our operations. Our business could be adversely affected by the effects of epidemics, includingCOVID-19, avian influenza, severe acute respiratory syndrome, (SARS), influenza A (H1N1), Ebola or another epidemic. Any such occurrences could cause severe disruption to our daily operations, including our fulfillment infrastructure and our customer service centers, and may even require a temporary closure of our facilities. In recent years, there have been outbreaks of epidemics in China and globally. For example, in early 2020, in connection with the intensifying efforts to contain the spread ofCOVID-19, the Chinese government took a number of actions, which included extending the Chinese New Year holiday, quarantining individuals infected with or suspected of havingCOVID-19, prohibiting residents from free travel, encouraging employees of enterprises to work remotely from home and cancelling public activities, among others. TheCOVID-19 has also resulted in temporary closure of many corporate offices, retail stores, manufacturing facilities and factories across China. We have taken a series of measures in response to the outbreak, including, among others, remote working arrangements for some of our employees and temporarily allowing the government to utilize our fulfillment infrastructure and logistics services for crisis relief. These measures could reduce the capacity and efficiency of our operations and negatively impact the procurement of products, which in turn could negatively affect our results of operations. The extent to whichCOVID-19 impacts our results of operations will depend on the future developments of the outbreak, including new information concerning the global severity of and actions taken to contain the outbreak, which are highly uncertain and unpredictable. In addition, our results of operations could be adversely affected to the extent that the outbreak harms the Chinese economy in general. To the extent theCOVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this annual report, such as those relating to our level of indebtedness, our need to generate sufficient cash flows to service our indebtedness and our ability to comply with the covenants contained in the agreements that govern our indebtedness.
We are also vulnerable to natural disasters and other calamities. If any such disaster were to occur in the future affecting Beijing, Shanghai, Guangzhou, Wuhan, Chengdu, Shenyang or Xi’an, or any other city where we have major operations in China, our operations could be materially and adversely affected due to loss of personnel and damages to property, including our inventory and our technology systems. Our operation could also be severely disrupted if our suppliers, customers or business partners were affected by such natural disasters or health epidemics. If we do not appropriately maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, we may be unable to accurately report our financial results and the market price of our Class A ordinary shares and/or ADSs may be adversely affected. We are subject to reporting obligations under the U.S. securities laws. The SEC, as required under Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company to include a management report on such company’s internal control over financial reporting in its annual report, which contains management’s assessment of the effectiveness of the company’s internal control over financial reporting. In addition, an independent registered public accounting firm must attest to and report on the effectiveness of the company’s internal control over financial reporting. Our management has concluded that our internal control over financial reporting was effective as of December 31, 2020. See “Item 15. Controls and Procedures.” However, if we fail to maintain effective internal control over financial reporting in the future, our management and our independent registered public accounting firm may not be able to conclude that we have effective internal control over financial reporting at a reasonable assurance level. This could in turn result in the loss of investor confidence in the reliability of our financial statements and negatively impact the trading price of our Class A ordinary shares and ADSs. Furthermore, we have incurred and may need to incur additional costs and use additional management and other resources in an effort to comply with Section 404 of the Sarbanes-Oxley Act and other requirements going forward. Our ADSs may be delisted under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect auditors who are located in China. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct inspections deprives our investors with the benefits of such inspections. The Holding Foreign Companies Accountable Act, or the HFCA Act, was enacted on December 18, 2020. The HFCA Act states if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit our shares or ADSs from being traded on a national securities exchange or in the over the counter trading market in the U.S. Our auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this annual report, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Since our auditor is located in China, a jurisdiction where the PCAOB has been unable to conduct inspections without the approval of the Chinese authorities, our auditor is currently not inspected by the PCAOB. On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCA Act. We will be required to comply with these rules if the SEC identifies us as having a “non-inspection” year under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCA Act, including the listing and trading prohibition requirements described above. The SEC may propose additional rules or guidance that could impact us if our auditor is not subject to PCAOB inspection. For example, on August 6, 2020, the President’s Working Group on Financial Markets, or the PWG, issued the Report on Protecting United States Investors from Significant Risks from Chinese Companies to the then President of the United States. This report recommended the SEC implement five recommendations to address companies from jurisdictions that do not provide the PCAOB with sufficient access to fulfil its statutory mandate. Some of the concepts of these recommendations were implemented with the enactment of the HFCA Act. However, some of the recommendations were more stringent than the HFCA Act. For example, if a company was not subject to PCAOB inspection, the report recommended that the transition period before a company would be delisted would end on January 1, 2022.
The SEC has announced that the SEC staff is preparing a consolidated proposal for the rules regarding the implementation of the HFCA Act and to address the recommendations in the PWG report. It is unclear when the SEC will complete its rulemaking and when such rules will become effective and what, if any, of the PWG recommendations will be adopted. The implications of this possible regulation in addition to the requirements of the HFCA Act are uncertain. Such uncertainty could cause the market price of our ADSs to be materially and adversely affected, and our securities could be delisted or prohibited from being tradedearlier than would be required by the HFCA Act. Such a delisting would substantially impair your ability to sell or purchase our ADSs when you wish to do so, and the risk and uncertainty associated with a potential delisting would have a negative impact on the price of our ADSs. The PCAOB’s inability to conduct inspections in China prevents it from fully evaluating the audits and quality control procedures of our independent registered public accounting firm. As a result, we and investors in our ordinary shares are deprived of the benefits of such PCAOB inspections. The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of our independent registered public accounting firm’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections, which could cause investors and potential investors in our stock to lose confidence in our auditor’s procedures and reported financial information and the quality of our financial statements. In May 2013, the PCAOB announced that it had entered into a Memorandum of Understanding on Enforcement Cooperation with the CSRC and the PRC Ministry of Finance, which establishes a cooperative framework between the parties for the production and exchange of audit documents relevant to investigations undertaken by the PCAOB in the PRC or by the CSRC or the PRC Ministry of Finance in the United States. The PCAOB continues to be in discussions with the CSRC and the PRC Ministry of Finance to permit joint inspections in the PRC of audit firms that are registered with the PCAOB and audit Chinese companies that trade on U.S. exchanges. Proceedings instituted by the SEC againstcertain PRC-based accounting firms, including auditors of our consolidated financial statements in our prior annual reports, could result in financial statements being determined to not be in compliance with the requirements of the Exchange Act. In December 2012, the SEC brought administrative proceedings against five accounting firms in China, including auditors of our consolidated financial statements in our annual reports, alleging that they had refused to produce audit work papers and other documents related to certain other China-based companies under investigation by the SEC. In January 2014, an initial administrative law decision was issued, censuring these accounting firms and suspending four of these firms from practicing before the SEC for a period of six months. The decision was neither final nor legally effective unless and until reviewed and approved by the SEC. In February 2014, four ofthese PRC-based accounting firms appealed to the SEC against this decision. In February 2015, each of the fourPRC-based accounting firms agreed to a censure and to pay a fine to the SEC to settle the dispute and avoid suspension of their ability to practice before the SEC. Under the settlement, the SEC accepted that future requests by the SEC for the production of documents will normally be made to the CSRC. The firms were to receive matching Section 106 requests, and were required to abide by a detailed set of procedures with respect to such requests, which in substance require them to facilitate production via the CSRC. If they failed to meet the specified criteria during a period of four years starting from the settlement date, the SEC retained authority to impose a variety of additional remedial measures on the firms depending on the nature of the failure. Under the terms of the settlement, the underlying proceeding against the four China-based accounting firms was deemed dismissed with prejudice four years after entry of the settlement. The four-year mark occurred on February 6, 2019. While we cannot predict if the SEC will further challenge the four China-based accounting firms’ compliance with U.S. law in connection with U.S. regulatory requests for audit work papers or if the results of such a challenge would result in the SEC imposing penalties such as suspensions. If additional remedial measures are imposed on the Chinese affiliates of the “big four” accounting firms, including auditors of consolidated financial statements in our annual reports, we could be unable to timely file future financial statements in compliance with the requirements of the Exchange Act.
In the event that the Chinese affiliates of the “big four” become subject to additional legal challenges by the SEC or PCAOB, depending upon the final outcome, listed companies in the United States with major PRC operations may find it difficult or impossible to retain auditors in respect of their operations in the PRC, which could result in financial statements being determined to not be in compliance with the requirements of the Exchange Act, including possible delisting. Moreover, any negative news about the proceedings against these audit firms may cause investor uncertainty regarding China-based, United States-listed companies and the market price of our ADSs may be adversely affected. If auditors of our consolidated financial statements in our annual reports were denied, even temporarily, the ability to practice before the SEC and we were unable to timely find another registered public accounting firm to audit and issue an opinion on our financial statements, our financial statements could be determined not to be in compliance with the requirements of the Exchange Act. Such a determination could ultimately lead to delisting of our securities from Nasdaq or deregistration from the SEC, or both, which would substantially reduce or effectively terminate the trading of our ADSs in the United States. We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the riskof non-compliance. We are subject to rules and regulations by various governing bodies, including, for example, the SEC, which is charged with the protection of investors and the oversight of companies whose securities are publicly traded, and the various regulatory authorities in China and the Cayman Islands, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed. Our international expansion strategy and ability to conduct business in international markets may be adversely affected by legal, regulatory, political and economic risks. International expansion is a significant component of our growth strategy and may require significant capital investment, which could strain our resources and adversely impact current performance, while adding complexity to our current operations. We are subject to PRC law in addition to the laws of the foreign countries in which we operate. If any of our overseas operations, or our associates or agents, violate such laws, we could become subject to sanctions or other penalties, which could negatively affect our reputation, business and operating results. In addition, we may face operational issues that could have a material adverse effect on our reputation, business and results of operations, if we fail to address certain factors including, but not limited to, the following: difficulties in developing, staffing and simultaneously managing a foreign operation as a result of distance, language and cultural differences; challenges in formulating effective local sales and marketing strategies targeting users from various jurisdictions and cultures, who have a diverse range of preferences and demands; challenges in identifying appropriate local business partners and establishing and maintaining good working relationships with them; dependence on local platforms in marketing our international products and services overseas; challenges in selecting suitable geographical regions for international business; longer customer payment cycles;
currency exchange rate fluctuations; political or social unrest or economic instability; protectionist or national security policies that restrict our ability to invest in or acquire companies; develop, import or export certain technologies, such as the national AI initiative proposed by the U.S. government; or utilize technologies that are deemed by local governmental regulators to pose a threat to their national security; compliance with applicable foreign laws and regulations and unexpected changes in laws or regulations, including compliance with privacy laws and data security laws, including the European Union General Data Protection Regulation, or GDPR, and compliance costs across different legal systems; differing, complex and potentially adverse customs, import/export laws, tax rules and regulations or other trade barriers or restrictions which may be applicable to transactions conducted through our international and cross-border platforms, related compliance obligations and consequencesof non-compliance, and any new developments in these areas; and increased costs associated with doing business in foreign jurisdictions. One or more of these factors could harm our overseas operations and consequently, could harm our overall results of operations. Risks Related to Our Corporate Structure If the PRC government deems that the contractual arrangements in relation to our variable interest entities do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations. Foreign ownership of certain of our businesses including value-added telecommunication services is subject to restrictions under current PRC laws and regulations. For example, foreign investors are not allowed to own more than 50% of the equity interests in a value-added telecommunication service provider (excludinge-commerce, domestic multi-party communications, data collection and transmission services and call centers) and the main foreign investor in the foreign-invested telecommunication enterprise must have experience in providing value-added telecommunications services overseas and maintain a good track record. We are a Cayman Islands exempted company and our PRC subsidiaries Jingdong Century, Shanghai Shengdayuan and Xi’an Jingxundi are considered foreign-invested enterprises. Accordingly, none of these PRC subsidiaries is eligible to provide value-added telecommunication services or provide certain other restricted services related to our businesses, such as domestic document delivery services. As a result, we conduct or will conduct such business activities through our variable interest entities and their subsidiaries in PRC, including Jingdong 360, Jiangsu Yuanzhou, Xi’an Jingdong Xincheng and Jingbangda. Jingdong 360 holds our ICP license as an internet information provider. Xi’an Jingdong Xincheng primarily provides courier services through Jingbangda and its subsidiaries. We entered into a series of contractual arrangements with Jingdong 360, Jiangsu Yuanzhou, Xi’an Jingdong Xincheng and other variable interest entities in China and their respective shareholders, which enable us to: exercise effective control over Jingdong 360, Jiangsu Yuanzhou, Xi’an Jingdong Xincheng and other variable interest entities in China; receive substantially all of the economic benefits of Jingdong 360, Jiangsu Yuanzhou, Xi’an Jingdong Xincheng and other variable interest entities in China; and have an exclusive option to purchase all or part of the equity interests in Jingdong 360, Jiangsu Yuanzhou, Xi’an Jingdong Xincheng and other variable interest entities in China when and to the extent permitted by PRC law.
Because of these contractual arrangements, we are the primary beneficiary of Jingdong 360, Jiangsu Yuanzhou, Xi’an Jingdong Xincheng and other variable interest entities in China and hence consolidate their financial results as our variable interest entities. For a detailed discussion of these contractual arrangements, see “Item 4.C. Information on the Company—Organizational Structure.” In the opinion of Shihui Partners, our PRC legal counsel, (i) the ownership structures of our variable interest entities in China and the PRC subsidiaries that have entered into contractual arrangements with the variable interest entities, including Jingdong Century, comply with all existing PRC laws and regulations; and (ii) the contractual arrangements between the PRC subsidiaries, including Jingdong Century, the variable interest entities and their respective shareholders governed by PRC law are valid, binding and enforceable, and will not result in any violation of PRC laws or regulations currently in effect. However, our PRC legal counsel has also advised us that there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules; accordingly, the PRC regulatory authorities may take a view that is contrary to the opinion of our PRC legal counsel. It is uncertain whether any other new 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 our variable interest entities are found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures, including: revoking the business licenses of such entities; discontinuing or restricting the conduct of any transactions between certain of our PRC subsidiaries and variable interest entities; imposing fines, confiscating the income from our variable interest entities, or imposing other requirements with which we or our variable interest entities may not be able to comply; requiring us to restructure our ownership structure or operations, including terminating the contractual arrangements with our variable interest entities and deregistering the equity pledges of our variable interest entities, which in turn would affect our ability to consolidate, derive economic interests from, or exert effective control over our variable interest entities; or restricting or prohibiting our use of the proceeds of any of our financing outside China to finance our business and operations in China. The imposition of any of these penalties would result in a material and adverse effect on our ability to conduct our business. In addition, it is unclear what impact the PRC government actions would have on us and on our ability to consolidate the financial results of our variable interest entities in our consolidated financial statements, if the PRC government authorities were to find our legal structure and contractual arrangements to be in violation of PRC laws and regulations. If the imposition of any of these government actions causes us to lose our right to direct the activities of our variable interest entities or our right to receive substantially all the economic benefits and residual returns from our variable interest entities and we are not able to restructure our ownership structure and operations in a satisfactory manner, we would no longer be able to consolidate the financial results of our variable interest entities in our consolidated financial statements. Either of these results, or any other significant penalties that might be imposed on us in this event, would have a material adverse effect on our financial condition and results of operations. We rely on contractual arrangements with our variable interest entities and their shareholders for a portion of our business operations, which may not be as effective as direct ownership in providing operational control. We have relied and expect to continue to rely on contractual arrangements with Jingdong 360 and its shareholders to hold our ICP license as an internet information provider, contractual arrangements with Jiangsu Yuanzhou and its shareholders to conduct the distribution of books and audio and video products and contractual arrangements with other variable interest entities for the relevant restricted businesses. For a description of these contractual arrangements, see “Item 4.C. Information on the Company—Organizational Structure.” These contractual arrangements may not be as effective as direct ownership in providing us with control over our variable interest entities.
If we had direct ownership of our variable interest entities, we would be able to exercise our rights as a shareholder to effect changes in the board of directors of those entities, which in turn could effect changes, subject to any applicable fiduciary obligations, at the management level. However, under the current contractual arrangements, we rely on the performance by our variable interest entities and their respective shareholders of their obligations under the contracts to exercise control over our variable interest entities. However, the shareholders of our variable interest entities may not act in the best interests of our company or may not perform their obligations under these contracts. Such risks exist throughout the period in which we intend to operate our business through the contractual arrangements with our variable interest entities. We may replace the shareholders of our variable interest entities at any time pursuant to our contractual arrangements with them and their shareholders. However, if any dispute relating to these contracts remains unresolved, we will have to enforce our rights under these contracts through the operations of PRC law and courts and therefore will be subject to uncertainties in the PRC legal system. See “—Any failure by our variable interest entities or their shareholders to perform their obligations under our contractual arrangements with them would have a material and adverse effect on our business.” Therefore, our contractual arrangements with our variable interest entities may not be as effective in ensuring our control over the relevant portion of our business operations as direct ownership would be. Any failure by our variable interest entities or their shareholders to perform their obligations under our contractual arrangements with them would have a material and adverse effect on our business. If our variable interest entities or their shareholders fail to perform their respective obligations under the contractual arrangements, we may have to incur substantial costs and expend additional resources to enforce such arrangements. We may also have to rely on legal remedies under PRC law, including seeking specific performance or injunctive relief, and claiming damages, which we cannot assure you will be effective. For example, if the shareholders of our variable interest entities were to refuse to transfer their equity interest in the variable interest entities to us or our designee when we exercise the purchase option pursuant to these contractual arrangements, or if they were otherwise to act in bad faith toward us, we may have to take legal actions to compel them to perform their contractual obligations. All the agreements under our contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in China. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legal system in the PRC is not as developed as in some other jurisdictions, such as the United States. See “—Risks Related to Doing Business in China—Uncertainties with respect to the PRC legal system could adversely affect us.” Meanwhile, there are very few precedents and little formal guidance as to how contractual arrangements in the context of a variable interest entity should be interpreted or enforced under PRC law, and as a result it may be difficult to predict how an arbitration panel would view such contractual arrangements. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements. Additionally, under PRC law, rulings by arbitrators are final, parties cannot appeal the arbitration results in courts, and if the losing parties fail to carry out the arbitration awards within a prescribed time limit, the prevailing parties may only enforce the arbitration awards in PRC courts through arbitration award recognition proceedings, which would require additional expenses and delay. Our variable interest entities, including their subsidiaries, hold our necessary licenses and permits, including ICP licenses, Courier Service Operation Permits and Practicing License for Medical Institutions, and conduct our sales of books and audio and video products (including publication ofe-books and online audio and video products). In the event we are unable to enforce our contractual arrangements, we may not be able to exert effective control over our variable interest entities, and our ability to conduct these businesses may be negatively affected. We generate the majority of our revenues from products and services that are offered to customers through our mobile apps and websites and any interruption in our ability to use our mobile apps and websites may have a material and adverse effect on our financial condition and results of operations. The shareholders of our variable interest entities may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition. Mr. Richard Qiangdong Liu, Ms. Yayun Li and Ms. Pang Zhang are the shareholders of our principal variable interest entities, including Jingdong 360, Jiangsu Yuanzhou and Xi’an Jingdong Xincheng, among others. Mr. Richard Qiangdong Liu is our chairman of board of directors and chief executive officer, Ms. Yayun Li is chief executive officer of JD Digits, a significant investee of our company, and Ms. Pang Zhang is our chief human resources officer.
The shareholders of our variable interest entities may have potential conflicts of interest with us. These shareholders may breach, or cause our variable interest entities to breach, or refuse to renew, the existing contractual arrangements we have with them and our variable interest entities, which would have a material and adverse effect on our ability to effectively control our variable interest entities and receive substantially all the economic benefits from them. For example, the shareholders may be able to cause our agreements with our variable interest entities to be performed in a manner adverse to us by, among other things, failing to remit payments due under the contractual arrangements to us on a timely basis. We cannot assure you that when conflicts of interest arise, any or all of these shareholders will act in the best interests of our company or such conflicts will be resolved in our favor. Currently, we do not have any arrangements to address potential conflicts of interest between these shareholders and our company. Mr. Richard Qiangdong Liu is also a director and executive officer of our company. We rely on Mr. Liu to abide by the laws of the Cayman Islands and China, which provide that directors owe a fiduciary duty to the company that requires them to act in good faith and in what they believe to be the best interests of the company and not to use their position for personal gains. If we cannot resolve any conflict of interest or dispute between us and the shareholders of our variable interest entities, we would have to rely on legal proceedings, which could result in disruption of our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings. We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business. We are a holding company, and we may rely on dividends and other distributions on equity paid by our PRC subsidiaries like Jingdong Century for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. If these subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us. In addition, the PRC tax authorities may require Jingdong Century or any other relevant PRC subsidiary to adjust its taxable income under the contractual arrangements it currently has in place with our variable interest entities in a manner that would materially and adversely affect its ability to pay dividends and other distributions to us. See “—Contractual arrangements in relation to our variable interest entities may be subject to scrutiny by the PRC tax authorities and they may determine that we or our PRC variable interest entities owe additional taxes, which could negatively affected our financial condition and the value of your investment.” Under PRC laws and regulations, our wholly foreign-owned subsidiaries in China may pay dividends only out of their respective accumulated profits as determined in accordance with PRC accounting standards and regulations. In addition, a PRC enterprise is required to set aside at least 10% of its accumulatedafter-tax profits each year, if any, to fund certain statutory reserve fund, until the aggregate amount of such fund reaches 50% of its registered capital. Any limitation on the ability of our PRC subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business. See also “—Risks Related to Doing Business in China—If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and ournon-PRC shareholders or ADS holders.” PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from making loans to our PRC subsidiaries and consolidated variable interest entities or making additional capital contributions to our wholly foreign-owned subsidiaries in China, which could materially and adversely affect our liquidity and our ability to fund and expand our business. We are an offshore holding company conducting our operations in China through our PRC subsidiaries and consolidated variable interest entities. We may make loans to our PRC subsidiaries and consolidated variable interest entities subject to the approval from governmental authorities and limitation of amount, or we may make additional capital contributions to our wholly foreign-owned subsidiaries in China.
Any loans to our wholly foreign-owned subsidiaries in China, which are treated as foreign-invested enterprises under PRC law, are subject to PRC regulations and foreign exchange loan registrations. For example, loans by us to our wholly foreign-owned subsidiaries in China to finance their activities cannot exceed statutory limits, i.e., the difference between its total amount of investment and its registered capital, or certain amount calculated based on elements including capital or net assets, the cross-border financing leverage ratio and the macro prudential coefficient (“Macro-prudential Management Mode”) under relevant PRC laws and the loans must be registered with the local counterpart of the State Administration of Foreign Exchange, or SAFE, or filed with SAFE in its information system. We may also provide loans to our consolidated affiliated entities or other domestic PRC entities under the Macro-prudential Management Mode. According to the Circular of the People’s Bank of China and the State Administration of Foreign Exchange on Adjusting the Macro-prudent Adjustment Parameter for Cross-border Financing issued on January 7, 2021, the limit for the total amount of foreign debt under the Macro-prudential Management Mode is adjusted to two times of their respective net assets. Moreover, any medium or long-term loan to be provided by us to our consolidated affiliated entities or other domestic PRC entities must also be registered with the NDRC. We may also decide to finance our wholly foreign-owned subsidiaries in China by means of capital contributions. These capital contributions shall go through record-filing procedures from competent administration for market regulation. SAFE issued the Circular on the Management Concerning the Reform of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, or SAFE Circular 19, which took effect on June 1, 2015. SAFE Circular 19 allows for the use of RMB converted from the foreign currency-denominated capital for equity investments in the PRC provided that such usage shall fall into the scope of business of the foreign-invested enterprise, which will be regarded as the reinvestment of foreign-invested enterprise. In addition, SAFE promulgated the Circular Regarding Further Promotion of the Facilitation of Cross-Border Trade and Investment on October 23, 2019, or SAFE Circular 28, pursuant to which all foreign-invested enterprises can make equity investments in the PRC with their capital funds in accordance with the law. The Circular Regarding Further Optimizing the Cross-border RMB Policy to Support the Stabilization of Foreign Trade and Foreign Investment jointly promulgated by the People’s Bank of China, NDRC, MOFCOM, the State-owned Assets Supervision and Administration Commission of the State Council, the China Banking and Insurance Regulatory Commission and SAFE on December 31, 2020 and effective on February 4, 2021 allows thenon-investment foreign-invested enterprises to make domestic reinvestment with RMB capital in accordance with the law on the premise that they comply with prevailing regulations and the invested projects in China are authentic and compliant. In addition, if a foreign-invested enterprise uses RMB income under capital accounts to conduct domestic reinvestment, the invested enterprise is not required to open a special deposit account for RMB capital. Due to the restrictions imposed on loans in foreign currencies extended to any PRC domestic companies, we may not be able to make such loans to the subsidiaries of our wholly foreign-owned subsidiaries in China and our consolidated variable interest entities, each a PRC domestic company. Meanwhile, we may not be able to finance the activities of our consolidated variable interest entities by means of capital contributions given the restrictions on foreign investment in the businesses that are currently conducted by our consolidated variable interest entities. In light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, we cannot assure you that we will be able to complete the necessary government registrations or record-filings on a timely basis, if at all, with respect to future loans to our PRC subsidiaries or any consolidated variable interest entity or future capital contributions by us to our wholly foreign-owned subsidiaries in China. As a result, uncertainties exist as to our ability to provide prompt financial support to our PRC subsidiaries or consolidated variable interest entities when needed. If we fail to complete such registrations or record-filings, our ability to use foreign currency, including the proceeds we received from our initial public offering, and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business. Contractual arrangements in relation to our variable interest entities may be subject to scrutiny by the PRC tax authorities and they may determine that we or our PRC variable interest entities owe additional taxes, which could negatively affect our financial condition and the value of your investment. Under applicable PRC laws and regulations, transactions among related parties may be subject to audit or challenge by the PRC tax authorities. If the PRC tax authorities deem the transactions between the PRC subsidiaries and our variable interest entities in China, and their respective shareholders were not entered into on anarm’s-length basis and resulted in deferral or underpayment in taxes, they are entitled to make special tax adjustments which might result in the increase of the variable interest entities’ tax liabilities. If the tax authorities conduct special tax adjustments, they might impose interest charges for the underpaid taxes. Our financial position could be adversely affected if our variable interest entities’ tax liabilities increase or if they are required to pay interest charge.
Our current corporate structure and business operations may be affected by the PRC Foreign Investment Law. On March 15, 2019, the National People’s Congress promulgated the PRC Foreign Investment Law or the FIL, which has become effective on January 1, 2020 and replaced the outgoing laws regulating foreign investment in China, namely, the PRC Equity Joint Venture Law, the PRC Cooperative Joint Venture Law and the Wholly Foreign-owned Enterprise Law, as well their implementation rules and ancillary regulations, or the Outgoing FIE Laws. See “Item 4. Information on the Company—B. Business Overview—Regulation—Regulation on Foreign Investment.” Meanwhile, the Implementation Rules to the FIL came into effect as of January 1, 2020, which clarified and elaborated the relevant provisions of the FIL. However, uncertainties still exist in relation to interpretation and implementation of the FIL, especially in regard to, including, among other things, the nature of variable interest entities contractual arrangements and specific rules regulating the organization form of foreign-invested enterprises within the five-year transition period. While FIL does not define contractual arrangements as a form of foreign investment explicitly, it has acatch-all provision under definition of “foreign investment” that includes investments made by foreign investors in the PRC through other means as provided by laws, administrative regulations or the State Council, we cannot assure you that future laws and regulations will not provide for contractual arrangements as a form of foreign investment. Therefore, there can be no assurance that our control over our VIEs through contractual arrangements will not be deemed as foreign investment in the future. In the event that any possible implementing regulations of the FIL, any other future laws, administrative regulations or provisions deem contractual arrangements as a way of foreign investment, or if any of our operations through contractual arrangements is classified in the “restricted” or “prohibited” industry in the future “negative list” under the FIL, our contractual arrangements may be deemed as invalid and illegal, and we may be required to unwind the variable interest entity contractual arrangements and/or dispose of any affected business. Also, if future laws, administrative regulations or provisions mandate further actions to be taken with respect to existing contractual arrangements, we may face substantial uncertainties as to whether we can complete such actions in a timely manner, or at all. Furthermore, under the FIL, foreign investors or the foreign investment enterprise should be imposed legal liabilities for failing to report investment information in accordance with the requirements. In addition, the FIL provides that foreign invested enterprises established according to the existing laws regulating foreign investment may maintain their structure and corporate governance within a five-year transition period, which means that we may be required to adjust the structure and corporate governance of certain of our PRC subsidiaries in such transition period. Failure to take timely and appropriate measures to cope with any of these or similar regulatory compliance challenges could materially and adversely affect our current corporate structure, corporate governance, financial condition and business operations. Risks Related to Doing Business in China Changes in China’s or global economic, political or social conditions or government policies could have a material and adverse effect on our business and operations. Substantially all of our operations are located in China. Accordingly, our business, financial condition, results of operations and prospects may be influenced to a significant degree by political, economic and social conditions in China generally and by continued economic growth in China as a whole. The Chinese economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. The Chinese government also exercises significant control over China’s economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies.
While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy, and the rate of growth has been slowing. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments. In addition, the global macroeconomic environment is facing challenges. For example, the COVID-19 pandemic has caused significant downward pressure for the global economy, and many major economies have lowered their expected growth rate for 2020. In addition, the impact of the decision by the United Kingdom to withdraw from the European Union, commonly referred to as “Brexit”, and the resulting effect on the political and economic future of the U.K. and the European Union is uncertain. Brexit could adversely affect European and worldwide economic and market conditions and could contribute to instability in global financial and foreign exchange markets. It is unclear whether these challenges and uncertainties will be contained or resolved, and what effects they may have on the global political and economic conditions in the long term. Uncertainties with respect to the PRC legal system could adversely affect us. We conduct our business primarily through our PRC subsidiaries and consolidated variable interest entities in China. Our operations in China are governed by PRC laws and regulations. Our PRC subsidiaries are subject to laws and regulations applicable to foreign investment in China. The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions may be cited for reference but have limited precedential value. The PRC legal system is evolving rapidly, and the interpretation of many laws, regulations and rules may contain inconsistencies and enforcement of these laws, regulations and rules involves uncertainties. From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights. Any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. These uncertainties may impede our ability to enforce the contracts we have entered into and could materially and adversely affect our business and results of operations. Furthermore, the PRC legal system is based, in part, on government policies and internal rules, some of which are not published in a timely manner, or at all, but which may have retroactive effect. As a result, we may not always be aware of any potential violation of these policies and rules. Such unpredictability towards our contractual, property and procedural rights could adversely affect our business and impede our ability to continue our operations.
We are subject to consumer protection laws that could require us to modify our current business practices and incur increased costs. We are subject to numerous PRC laws and regulations that regulate retailers generally or govern online retailers specifically, such as the Consumer Protection Law. If these regulations were to change or if we, suppliers or third-party merchants on our marketplace were to violate them, the costs of certain products or services could increase, or we could be subject to fines or penalties or suffer reputational harm, which could reduce demand for the products or services offered on our mobile apps and websites and hurt our business and results of operations. For example, the amended Consumer Protection Law, which became effective in March 2014, further strengthens the protection of consumers and imposes more stringent requirements and obligations on business operators, especially on businesses that operate on the internet. Pursuant to the Consumer Protection Law, except for certain types of products, such as custom-made goods, fresh and perishable goods, consumers are generally entitled to return goods purchased within seven days upon receipt without giving any reasons if they purchased the goods over the internet. Consumers whose interests have been damaged due to their purchase of goods or acceptance of services on online marketplace platforms may claim damages from merchants or service providers. Where the operators of an online marketplace platform are unable to provide the real names, addresses and valid contact details of the merchants or service providers, the consumers may also claim damages from the operators of the online marketplace platforms. Operators of online marketplace platforms that know or should have known that merchants or service providers use their platforms to infringe upon the legitimate rights and interests of consumers but fail to take necessary measures must bear joint and several liability with the merchants or service providers. Moreover, if business operators deceive consumers or knowingly sell substandard or defective products, they should not only compensate consumers for their losses, but also pay additional damages equal to three times the price of the goods or services. Legal requirements are frequently changed and subject to interpretation, and we are unable to predict the ultimate cost of compliance with these requirements or their effect on our operations. We may be required to make significant expenditures or modify our business practices to comply with existing or future laws and regulations, which may increase our costs and materially limit our ability to operate our business.
We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of internet-related business and companies.companies such as e-commerce business and internet platforms. The PRC government extensively regulates the internet industry, including foreign ownership of, and the licensing and permit requirements pertaining to, companies in the internet industry. These internet-related laws and regulations are relatively new and evolving, and their interpretation and enforcement involve significant uncertainties. As a result, in certain circumstances it may be difficult to determine what actions or omissions may be deemed to be in violation of applicable laws and regulations. Issues, risks and uncertainties relating to PRC government regulation of the internet industry include, but are not limited to, the following: We only have control over our websites through contractual arrangements. We do not own the websites in China due to the restriction of foreign investment in businesses providing value-added telecommunication services in China, including internet information provision services. This may significantly disrupt our business, subject us to sanctions, compromise enforceability of related contractual arrangements, or have other harmful effects on us. The evolving PRC regulatory system for the internet industry may lead to the establishment of new regulatory agencies. For example, in May 2011, the State Council announced the establishment of a new department, the Cyberspace Administration of China (with the involvement of the State Council Information Office, the MIIT, and the Ministry of Public Security). The primary role of this agency is to facilitate the policy-making and legislative development in this field to direct and coordinate with the relevant departments in connection with online content administration and to deal with cross-ministry regulatory matters in relation to the internet industry. New laws and regulations may be promulgated that will regulate internet activities, including online retail. If these new laws and regulations are promulgated, additional licenses may be required for our operations. If our operations do not comply with these new regulations at the time they become effective, or if we fail to obtain any licenses required under these new laws and regulations, we could be subject to penalties.
The Circular on Strengthening the Administration of Foreign Investment in and Operation of Value-added Telecommunications Business, issued by the MIIT in July 2006, prohibits domestic telecommunication service providers from leasing, transferring or selling telecommunications business operating licenses to any foreign investor in any form, or providing any resources, sites or facilities to any foreign investor for their illegal operation of a telecommunications business in China. According to this circular, either the holder of a value-added telecommunication services operation permit or its shareholders must directly own the domain names and trademarks used by such license holders in their provision of value-added telecommunication services. The circular also requires each license holder to have the necessary facilities, including servers, for its approved business operations and to maintain such facilities in the regions covered by its license. If an ICP license holder fails to comply with the requirements and also fails to remedy such non-compliance within a specified period of time, the MIIT or its local counterparts have the discretion to take administrative measures against such license holder, including revoking its ICP license. Currently, Jingdong 360, our PRC consolidated variable interest entity, holds an ICP license and operates our website. Jingdong 360 owns the relevant domain names and registered trademarks and has the necessary personnel to operate such website.
On February 7, 2021, the Anti-monopoly Commission of the State Council officially promulgated the Guidelines to Anti-Monopoly in the Field of Internet Platforms, or the Anti-Monopoly Guidelines for Internet Platforms. Pursuant to an official interpretation from the Anti-monopoly Commission of the State Council, the Anti-Monopoly Guidelines for Internet Platforms mainly covers five aspects, including general provisions, monopoly agreements, abusing market dominance, concentration of undertakings, and abusing of administrative powers eliminating or restricting competition. The Anti-Monopoly Guidelines for Internet Platforms prohibit certain monopolistic acts of internet platforms to protect market competition and safeguard interests of users and undertakings participating in internet platform economy, including without limitation, prohibiting platforms with dominant position from abusing their market dominance. Notably, the Anti-Monopoly Guidelines for Internet Platforms provides that any concentration of undertakings involving variable interest entities (VIE) fall within the scope of anti-monopoly review. If a concentration of undertakings meets the criteria for declaration as stipulated by the State Council, an operator must report such concentration of undertakings to the anti-monopoly law enforcement agency under the State Council in advance. Therefore, acquisitions of other entities that we have made before or may make in the future (whether by ourselves, our subsidiaries or through our variable interest entities) and that meet the criteria for declaration, may be required to be reported to and approved by the anti-monopoly law enforcement agency, and we may be subject to penalty including, but not limited to, a fine of no more than RMB500,000 if we fail to comply with such requirement, and in extreme case may be ordered to terminate the contemplated concentration, to dispose of our equity or asset within a prescribed period, to transfer the business within a prescribed time or to take any other necessary measures to return to thepre-concentration status. In March 2021, SAMR imposed on us a fine of RMB500,000 for failing to file a prior notification of concentrations of undertaking for a prior acquisition we did. In addition, SAMR has been undergoing a survey of prior acquisitions by internet platforms that may involve failure to file prior notifications of concentrations of undertaking. We have been cooperating with SAMR on this front and we keep written and oral correspondence with SAMR. As the Anti-Monopoly Guidelines for Internet Platforms was newly promulgated, it would be difficult to estimate its specific impact on our business, financial condition, result of operations and prospects. We may receive more similar inquires going forward and cannot assure you that our business operations comply with the regulations and authorities’ requirements in all respects. If anynon-compliance is raised by relevant authorities and determined against us, we may be subject to fines and other penalties. We may receive greater scrutiny and attention from regulators and more frequent and rigid investigation or review by regulators, which will increase our compliance costs and subject us to heightened risks and challenges. We may have to spend much more personnel cost and time evaluating and managing these risks and challenges in connection with our products and services as well as our investments in our ordinary business course to avoid any failure to comply with these regulations. Any failure or perceived failure by us to comply with the Anti-Monopoly Guidelines for Internet Platforms and other anti-monopoly laws and regulations may result in governmental investigations or enforcement actions, litigations or claims against us and could have an adverse effect on our business, financial condition and results of operations. The interpretation and application of existing PRC laws, regulations and policies and possible new laws, regulations or policies relating to the internet industry have created substantial uncertainties regarding the legality of existing and future foreign investments in, and the businesses and activities of, internet businesses in China, including our business. We cannot assure you that we have obtained all the permits or licenses required for conducting our business in China or will be able to maintain our existing licenses or obtain new ones. Failure to make adequate contributions to various employee benefit plans as required by PRC regulations may subject us to penalties. Companies operating in China are required to participate in various government sponsored employee benefit plans, including certain social insurance, housing funds and other welfare-oriented payment obligations, and contribute to the plans in amounts equal to certain percentages of salaries, including bonuses and allowances, of our employees up to a maximum amount specified by the local government from time to time at locations where we operate our businesses. The requirement of employee benefit plans has not been implemented consistently by the local governments in China given the different levels of economic development in different locations. The relevant government authorities may examine whether an employer has made adequate payments of the requisite employee benefit payments, and employers who fail to make adequate payments may be subject to late payment fees, fines and/or other penalties. Although almost all of our PRC operating entities incorporated in various locations in China have made the required employee benefit payments, we cannot assure you that we are able to make adequate contribution in a timely manner at all time. If we are subject to late fees or fines in relation to the underpaid employee benefits, our financial condition and results of operations may be adversely affected.
We may be required to register oursome operating offices outside of our residence addresses as branch offices under PRC law. Under PRC law, a company setting up premises for business operations outside its residence address must register them as branch offices with the relevant local market regulation bureau at the place where the premises are located and obtain business licenses for them as branch offices. As of December 31, 2019,2020, our comprehensive fulfillment facilities cover almost all the counties and districts across China. We seekmay be required to register those operating offices outside of the residence addresses of our relevant PRC entities as branch offices in all the locations where we have delivery stations and pickup stations. However, asunder PRC law. As of the date of this annual report, we have not beenwere able to register branch offices in all of these locations.the important locations where we had meaningful presence. Furthermore, we may expand our fulfillment network in the future to additional locations in China, and we may not be able to register branch offices in a timely manner due to complex procedural requirements and relocation of branch offices from time to time. If the PRC regulatory authorities determine that we are in violation of the relevant laws and regulations, we may be subject to penalties, including fines, confiscation of income and suspension of operation. If we become subject to these penalties, our business, results of operations, financial condition and prospects could be materially and adversely affected. Regulation and censorship of information disseminated over the internet in China may adversely affect our business, and we may be liable for content that is displayed on our websites. China has enacted laws and regulations governing internet access and the distribution of products, services, news, information, audio-video programs and other content through the internet. In the past, the PRC government has prohibited the distribution of information through the internet that it deems to be in violation of PRC laws and regulations. In November 2016, China promulgated the Cyber Security Law, which came into effect on June 1, 2017, to protect cyberspace security and order. Cyber Security Law tightens control of cyber security and sets forth various security protection obligations for network operators. If any of our internet information were deemed by the PRC government to violate any content restrictions, we would not be able to continue to display such content and could become subject to penalties, including confiscation of income, fines, suspension of business and revocation of required licenses, which could materially and adversely affect our business, financial condition and results of operations. We may also be subject to potential liability for any unlawful actions of our customers or users of our websites or for content we distribute that is deemed inappropriate. It may be difficult to determine the type of content that may result in liability to us, and if we are found to be liable, we may be prevented from operating our websites in China.
Fluctuations in exchange rates could have a material and adverse effect on our results of operations and the value of your investment. The conversion of RMB into foreign currencies, including U.S. dollars, is based on rates set by the People’s Bank of China. The RMB has fluctuated against the U.S. dollar, at times significantly and unpredictably. The value of RMB against the U.S. dollar and other currencies is affected by changes in China’s political and economic conditions and by China’s foreign exchange policies, among other things. We cannot assure you that RMB will not appreciate or depreciate significantly in value against the U.S. dollar in the future. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between RMB and the U.S. dollar in the future. Any significant appreciation or depreciation of RMB may materially and adversely affect our revenues, earnings and financial position, and the value of, and any dividends payable on, our ADSs in U.S. dollars.Class A ordinary shares and/or ADSs. For example, to the extent that we need to convert U.S. dollars we receive into RMB to pay our operating expenses, appreciation of RMB against the U.S. dollar would have an adverse effect on the RMB amount we would receive from the conversion. Conversely, a significant depreciation of RMB against the U.S. dollar may significantly reduce the U.S. dollar equivalent of our earnings, which in turn could adversely affect the price of our Class A ordinary shares and/or ADSs. Very limited hedging options are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge our exposure or at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert RMB into foreign currency. As a result, fluctuations in exchange rates may have a material adverse effect on your investment.
It may be difficult for overseas regulators to conduct investigation or collect evidence within China. Shareholder claims or regulatory investigation that are common in the United States generally are difficult to pursue as a matter of law or practicality in China. For example, in China, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigation initiated outside China. Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of mutual and practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, or Article 177, which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC. While detailed interpretation of or implementation rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase difficulties faced by you in protecting your interests. Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment. The PRC government imposes controls on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency out of China. We receive substantially all of our revenues in RMB. Under our current corporate structure, our company in the Cayman Islands may rely on dividend payments from our PRC subsidiaries to fund any cash and financing requirements we may have. Under existing PRC foreign exchange regulations, payments of current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. Therefore, our wholly foreign-owned subsidiaries in China are able to pay dividends in foreign currencies to us without prior approval from SAFE, subject to the condition that the remittance of such dividends outside of the PRC complies with certain procedures under PRC foreign exchange regulation, such as the overseas investment registrations by our shareholders or the ultimate shareholders of our corporate shareholders who are PRC residents. But approval from or registration with appropriate government authorities or delegated banks is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of our ADSs.
PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China. PRC regulations and rules concerning mergers and acquisitions including the Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time consuming and complex. For example, the M&A Rules require that the Ministry of Commerce be notified in advance of any transaction in which a foreign investor takes control of a PRC domestic enterprise, if (i) any important industry is concerned, (ii) such transaction involves factors that have or may have impact on the national economic security, or (iii) such transaction will lead to a change in control of a domestic enterprise which holds famous trademarks or PRC time-honored brands. Moreover, the Anti-Monopoly Law requires that the anti-trust governmental authority shall be notified in advance of any concentration of undertaking if certain thresholds are triggered. In addition, the security review rules issued by the Ministry of Commerce that became effective in September 2011 specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by the Ministry of Commerce, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement. These laws and regulations are continually evolving as newly enacted Foreign Investment Law took effect. On December 19, 2020, the Measures for the Security Review for Foreign Investment was jointly issued by NDRC and MOFCOM and took effect from January 18, 2021. The Measures for the Security Review for Foreign Investment specified provisions concerning the security review mechanism on foreign investment, including the types of investments subject to review, review scopes and procedures, among others. As these measures are recently promulgated, official guidance has not been issued by the designated office in charge of such security review yet. At this stage, the interpretation of those measures remains unclear in many aspects such as what would constitute “important information technology and internet services and products” and whether these measures may apply to foreign investment that is implemented or completed before the enactment of these new measures. In the future, we may grow our business by acquiring complementary businesses. Complying with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions could be time consuming, and any required approval processes including obtaining approval from the Ministry of Commerce or its local counterparts may delay or inhibit our ability to complete such transactions. It is unclear whether our business would be deemed to be in an industry that raises “national defense and security” or “national security” concerns. However, the Ministry of CommerceMOFCOM, NDRC or other government agencies may publish explanations in the future determining that our business is in an industry subject to the security review, in which case our future acquisitions in the PRC, including those by way of entering into contractual control arrangements with target entities, may be closely scrutinized or prohibited. Our ability to expand our business or maintain or expand our market share through future acquisitions would as such be materially and adversely affected.
PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident beneficial owners or our wholly foreign-owned subsidiaries in China to liability or penalties, limit our ability to inject capital into these subsidiaries, limit these subsidiaries’ ability to increase their registered capital or distribute profits to us, or may otherwise adversely affect us. The Notice on Issues Relating to the Administration of Foreign Exchange in Fund-Raising and Round-Trip Investment Activities of Domestic Residents Conducted via Offshore Special Purpose Companies, or SAFE Circular 75, requires PRC residents to register with the relevant local branch of SAFE before establishing or controlling any company outside of China, referred to as an offshore special purpose company, for the purpose of raising funds from overseas to acquire or exchange the assets of, or acquiring equity interests in, PRC entities held by such PRC residents and to update such registration in the event of any significant changes with respect to that offshore company. SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, in July 2014, which replaced SAFE Circular 75. SAFE Circular 37 requires PRC residents to register with local branches of SAFE in connection with their direct establishment or indirect control of an offshore entity, for the purpose of overseas investment and financing, with such PRC residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests, referred to in SAFE Circular 37 as a “special purpose vehicle.” The term “control” under SAFE Circular 37 is broadly defined as the operation rights, beneficiary rights or decision-making rights acquired by the PRC residents in the offshore special purpose vehicles or PRC companies by such means as acquisition, trust, proxy, voting rights, repurchase, convertible bonds or other arrangements. SAFE Circular 37 further requires amendment to the registration in the event of any changes with respect to the basic information of the special purpose vehicle, such as changes in a PRC resident individual shareholder, name or operation period; or any significant changes with respect to the special purpose vehicle, such as increase or decrease of capital contributed by PRC individuals, share transfer or exchange, merger, division or other material event. If the shareholders of the offshore holding company who are PRC residents do not complete their registration with the local SAFE branches, the PRC subsidiaries may be prohibited from distributing their profits and proceeds from any reduction in capital, share transfer or liquidation to the offshore company, and the offshore company may be restricted in its ability to contribute additional capital to its PRC subsidiaries. Moreover, failure to comply with SAFE registration and amendment requirements described above could result in liability under PRC law for evasion of applicable foreign exchange restrictions. In February 2015, SAFE issued the Circular on Further Simplifying and Improving the Policies Concerning Foreign Exchange Control on Direct Investment, or SAFE Circular 13, which took effect on June 1, 2015. SAFE Circular 13 has delegated to the qualified banks the authority to register all PRC residents’ investment in “special purpose vehicle” pursuant to SAFE Circular 37, except that those PRC residents who have failed to comply with SAFE Circular 37 will remain to fall into the jurisdiction of the local SAFE branch and must make their supplementary registration application with the local SAFE branch.
We have requested PRC residents who we know hold direct or indirect interest in our company to make the necessary applications, filings and amendments as required under SAFE Circular 37 and other related rules. Mr. Richard Qiangdong Liu, our founder and beneficial owner, has completed required registrations with SAFE in relation to our financing and restructuring and will make amendments when needed and required in accordance with SAFE Circular 37. However, we may not be informed of the identities of all the PRC residents holding direct or indirect interest in our company, and we cannot provide any assurance that these PRC residents will comply with our request to make or obtain any applicable registrations or comply with other requirements under SAFE Circular 37 or other related rules. The failure or inability of our PRC resident shareholders to comply with the registration procedures set forth in these regulations may subject us to fines and legal sanctions, restrict our cross-border investment activities, limit the ability of our wholly foreign-owned subsidiaries in China to distribute dividends and the proceeds from any reduction in capital, share transfer or liquidation to us, and we may also be prohibited from injecting additional capital into these subsidiaries. Moreover, failure to comply with the various foreign exchange registration requirements described above could result in liability under PRC law for circumventing applicable foreign exchange restrictions. As a result, our business operations and our ability to distribute profits to you could be materially and adversely affected.
Any failure to comply with PRC regulations regarding the registration requirements for employee stock incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions. Pursuant to the Notice on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Company, issued by SAFE in February 2012, employees, directors, supervisors and other senior management participating in any stock incentive plan of an overseas publicly listed company who are PRC citizens or who are non-PRC citizens residing in China for a continuous period of not less than one year, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be a PRC subsidiary of such overseas listed company, and complete certain other procedures. We and our directors, executive officers and other employees who are PRC citizens or who reside in the PRC for a continuous period of not less than one year and who have been granted restricted shares, restricted share units or options are subject to these regulations. Failure to complete the SAFE registrations may subject them to fines and legal sanctions and may also limit our ability to contribute additional capital into our wholly foreign-owned subsidiaries in China and limit these subsidiaries’ ability to distribute dividends to us. We also face regulatory uncertainties that could restrict our ability to adopt additional incentive plans for our directors and employees under PRC law. Our business benefits from certain financial incentives and discretionary policies granted by local governments. Expiration of, or changes to, these incentives or policies would have an adverse effect on our results of operations. In the past, local governments in China granted certain financial incentives from time to time to our PRC subsidiaries or consolidated variable interest entities as part of their efforts to encourage the development of local businesses. We received approximately RMB843 million, RMB615 million, and RMB2,222 million and RMB2,545 million (US$319390 million) in financial incentives from local governments relating to our business operations in 2017, 2018, 2019 and 2019,2020, respectively. The timing, amount and criteria of government financial incentives are determined within the sole discretion of the local government authorities and cannot be predicted with certainty before we actually receive any financial incentive. We generally do not have the ability to influence local governments in making these decisions. Local governments may decide to reduce or eliminate incentives at any time. We cannot assure you of the continued availability of the government incentives currently enjoyed by our PRC subsidiaries or consolidated variable interest entities. Any reduction or elimination of incentives would have an adverse effect on our results of operations.
If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders or ADS holders. Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with “de facto management body” within the PRC is considered a resident enterprise and will be subject to the enterprise income tax on its global income at the rate of 25%. The implementation rules define the term “de facto management body” as the body that exercises full and substantial control and overall management over the business, productions, personnel, accounts and properties of an enterprise. In April 2009, the State Taxation Administration, of Taxationor the STA, issued a circular, known as Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the State Administration of Taxation’sSTA’s general position on how the “de facto management body” text should be applied in determining the tax resident status of all offshore enterprises. According to Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met: (i) the primary location of the operational management is in the PRC; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC.
We believe that none of JD.com, Inc. and its subsidiaries outside of China is a PRC resident enterprise for PRC tax purposes. See “Item 10.E. Additional Information—Taxation—People’s Republic of China Taxation.” However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” If the PRC tax authorities determine that JD.com, Inc. or any of its subsidiaries outside of China is a PRC resident enterprise for enterprise income tax purposes, they would be subject to a 25% enterprise income tax on their global income. If these entities derive income other than dividends from their wholly-owned subsidiaries in the PRC, a 25% enterprise income tax on their global income may increase our tax burden. If JD.com, Inc. or any of its subsidiaries outside of China is classified as a PRC resident enterprise, dividends paid to it from its wholly-owned subsidiaries in China may be regarded as tax-exempted income if such dividends are deemed to be “dividends between qualified PRC resident enterprises” under the PRC Enterprise Income Tax Law and its implementation rules. However, we cannot assure you that such dividends will not be subject to PRC withholding tax, as the PRC tax authorities, which enforce the withholding tax, have not yet issued guidance with respect to the processing of outbound remittances to entities that are treated as resident enterprises for PRC income tax purposes. In addition, if JD.com, Inc. is classified as a PRC resident enterprise for PRC tax purposes and unless a tax treaty or similar arrangement provides otherwise, we may be required to withhold a 10% withholding tax from dividends we pay to our shareholders that are non-resident enterprises, including the holders of our ADSs. In addition, non-resident enterprise shareholders (including our ADS holders) may be subject to a 10% PRC withholding tax on gains realized on the sale or other disposition of ADSs or ordinary shares, if such income is treated as sourced from within the PRC. Furthermore, gains derived by our non-PRC individual shareholders from the sale of our shares and ADSs may be subject to a 20% PRC withholding tax. It is unclear whether our non-PRC individual shareholders (including our ADS holders) would be subject to any PRC tax on dividends obtained by such non-PRC individual shareholders in the event we are determined to be a PRC resident enterprise. If any PRC tax were to apply to such dividends, it would generally apply at a rate of 20% unless a reduced rate is available under an applicable tax treaty. However, it is also unclear whether non-PRC shareholders of JD.com, Inc. would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that JD.com, Inc. is treated as a PRC resident enterprise. Under the Arrangement Between the PRC and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital, the dividend withholding tax rate may be reduced to 5%, if a Hong Kong resident enterprise is considered a non-PRC tax resident enterprise and holds at least 25% of the equity interests in the PRC enterprise distributing the dividends, subject to approval of the PRC local tax authority.dividends. However, if the Hong Kong resident enterprise is not considered to be the beneficial owner of such dividends under applicable PRC tax regulations, such dividends may remain subject to withholding tax at a rate of 10%. In October 2009, the State Administration of TaxationSTA issued a circular, known as Circular 601, which provides guidance on determining whether an enterprise is a “beneficial owner” under China’s tax treaties and tax arrangements. Circular 601 provides that, in order to be a beneficial owner, an entity generally must be engaged in substantive business activities, and that a company that is set up for the purpose of avoiding or reducing taxes or transferring or accumulating profits will not be regarded as a beneficial owner and will not qualify for treaty benefits such as preferential dividend withholding tax rates. In February 2018, the State Administration of TaxationSTA issued a new circular (Circular 9) to replace Circular 601, which came into effect on April 1, 2018. Circular 9 provides a more flexible framework in determining whether an applicant engages in substantive business activities. In addition, in the event that an enterprise does not satisfy the criteria for “beneficial owner,” but the person who holds 100% ownership interests in the enterprise directly or indirectly satisfies the criteria for “beneficial owner” and the circumstances fall under Circular 9, the enterprise will be deemed as a “beneficial owner.” If our Hong Kong subsidiaries are, in the light of Circular 601,9, considered to be a non-beneficial owner for purposes of the tax arrangement mentioned above, any dividends paid to them by our wholly foreign-owned PRC subsidiaries would not qualify for the preferential dividend withholding tax rate of 5%, but rather would be subject to a rate of 10%.
We face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies, and heightened scrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on potential acquisitions we may pursue in the future. The State Administration of TaxationSTA has issued several rules and notices to tighten the scrutiny over acquisition transactions in recent years, including the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises issued in December 2009, or SATSTA Circular 698, the Notice on Several Issues Regarding the Income Tax of Non-PRC Resident Enterprises promulgated issued in March 2011, or SATSTA Circular 24, and the Notice on Certain Corporate Income Tax Matters on Indirect Transfer of Properties by Non-PRC Resident Enterprises issued in February 2015, or SATSTA Circular 7. Pursuant to these rules and notices, if a non-PRC resident enterprise indirectly transfers PRC taxable properties, referring to properties of an establishment or a place in the PRC, real estate properties in the PRC or equity investments in a PRC tax resident enterprise, by disposing of equity interest in an overseas holding company, such indirect transfer should be deemed as a direct transfer of PRC taxable properties and gains derived from such indirect transfer may be subject to the PRC withholding tax at a rate of up to 10%. SATSTA Circular 7 sets out several factors to be taken into consideration by tax authorities in determining whether an indirect transfer has a reasonable commercial purpose. An indirect transfer satisfying all the following criteria will be deemed to lack reasonable commercial purpose and be taxable under PRC law: (i) 75% or more of the equity value of the intermediary enterprise being transferred is derived directly or indirectly from the PRC taxable properties; (ii) at any time during the one-year period before the indirect transfer, 90% or more of the asset value of the intermediary enterprise (excluding cash) is comprised directly or indirectly of investments in the PRC, or 90% or more of its income is derived directly or indirectly from the PRC; (iii) the functions performed and risks assumed by the intermediary enterprise and any of its subsidiaries that directly or indirectly hold the PRC taxable properties are limited and are insufficient to prove their economic substance; and (iv) the foreign tax payable on the gain derived from the indirect transfer of the PRC taxable properties is lower than the potential PRC income tax on the direct transfer of such assets. Nevertheless, the indirect transfer falling into the safe harbor available under SATSTA Circular 7 may not be subject to PRC tax and the scope of the safe harbor includes qualified group restructuring as specifically set out in SATSTA Circular 7, public market trading and tax treaty exemptions. In October 2017, the SATSTA released the Public Notice Regarding Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source, or SATSTA Public Notice 37, effective from December 2017. SATSTA Public Notice 37 replaced a series of important circulars, including but not limited to SATSTA Circular 698, and revised the rules governing the administration of withholding tax on China-source income derived by a nonresident enterprise. SATSTA Public Notice 37 provides for certain key changes to the currentprevious withholding regime, such as (i)regime. For example, the withholding obligation for a non-resident enterprise deriving dividend arises on the date on which the payment is actually made rather than on the date of the resolution that declared the dividends, (ii) non-resident
enterprises are not obligated to report to the taxes authorities if their withholding agents fail to perform the withholding obligation.dividends.Under SATSTA Circular 7 and SATSTA Public Notice 37, the entities or individuals obligated to pay the transfer price to the transferor are the withholding agents and must withhold the PRC income tax from the transfer price if the indirect transfer is subject to the PRC enterprise income tax. If the withholding agent fails to do so, the transferor should report to and pay the tax to the PRC tax authorities. In the event that neither the withholding agent nor the transferor fulfills their obligations under SATSTA Circular 7 and SATSTA Public Notice 37, according to the applicable law, apart from imposing penalties such as late payment interest on the transferor, the tax authority may also hold the withholding agent liable and impose a penalty of 50% to 300% of the unpaid tax on the withholding agent. The penalty imposed on the withholding agent may be reduced or waived if the withholding agent has submitted the relevant materials in connection with the indirect transfer to the PRC tax authorities in accordance with SATSTA Circular 7.
However, as there is a lack of clear statutory interpretation, we face uncertainties on the reporting and consequences on future private equity financing transactions, share exchange or other transactions involving the transfer of shares in our company by investors that are non-PRC resident enterprises, or sale or purchase of shares in other non-PRC resident companies or other taxable assets by us. Our company and other non-resident enterprises in our group may be subject to filing obligations or being taxed if our company and other non-resident enterprises in our group are transferors in such transactions, and may be subject to withholding obligations if our company and other non-resident enterprises in our group are transferees in such transactions. For the transfer of shares in our company by investors that are non-PRC resident enterprises, our PRC subsidiaries may be requested to assist in the filing under the rules and notices. As a result, we may be required to expend valuable resources to comply with these rules and notices or to request the relevant transferors from whom we purchase taxable assets to comply, or to establish that our company and other non-resident enterprises in our group should not be taxed under these rules and notices, which may have a material adverse effect on our financial condition and results of operations. There is no assurance that the tax authorities will not apply the rules and notices to our offshore restructuring transactions where non-PRC residents were involved if any of such transactions were determined by the tax authorities to lack reasonable commercial purpose. As a result, we and our non-PRC resident investors may be at risk of being taxed under these rules and notices and may be required to comply with or to establish that we should not be taxed under such rules and notices, which may have a material adverse effect on our financial condition and results of operations or such non-PRC resident investors’ investments in us. We have conducted acquisition transactions in the past and may conduct additional acquisition transactions in the future. We cannot assure you that the PRC tax authorities will not, at their discretion, adjust any capital gains and impose tax return filing obligations on us or require us to provide assistance for the investigation of PRC tax authorities with respect thereto. Heightened scrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on potential acquisitions we may pursue in the future.
Risks Related to Our ADSs and Class A Ordinary Shares The trading price of our ADSs mayhas been and is likely to continue to be, volatile. Theand the trading price of our ADSs ranged from US$20.18Class A ordinary shares can be, volatile, which could result in substantial losses to US$36.80 per ADS in 2019. holders of our Class A ordinary shares and/or ADSs.
The trading prices of our ADSs mayand Class A ordinary shares have been and is likely to continue to be volatile and could fluctuate widely duein response to a variety of factors, many of which are beyond our control. This may happen becauseFor example, the highest and lowest closing prices of broad marketour ADSs on Nasdaq in 2020 were US$92.77 and industry factors, likeUS$32.70, respectively. Likewise, the highest and lowest closing prices of our Class A ordinary shares on the Hong Kong Stock Exchange in 2020 since our listing in June 2020 were HK$368.20 and HK$226.00, respectively. In addition, the performance and fluctuation inof the market prices of other companies with business operations located mainly in China that have listed their securities in Hong Kong and/or the underperformance United States may affect the volatility in the prices of and trading volumes for our Class A ordinary shares and/or deteriorating financial results of other listed companies based in China.ADSs. The securities of some of these companies have experienced significant volatility since their initial public offerings, including, in some cases, substantial price declines in the trading prices of their securities. The trading performances of other Chinese companies’ securities after their offerings, including internet and e-commerce companies, may affect the attitudes of investors toward Chinese companies listed in Hong Kong and/or the United States, which consequently may impact the trading performance of our Class A ordinary shares and/or ADSs, regardless of our actual operating performance. In addition, any negative news or perceptions about inadequate corporate governance practices or fraudulent accounting, corporate structure or matters of other Chinese companies may also negatively affect the attitudes of investors towards Chinese companies in general, including us, regardless of whether we have conducted any inappropriate activities. In addition,Furthermore, securities markets may from time to time experience significant price and volume fluctuations that are not related to our operating performance, such as the large decline in share prices in the United States in early 2020, which may have a material and adverse effect on the trading price of our Class A ordinary shares and/or ADSs. In addition to the above factors, the price and trading volume of our Class A ordinary shares and/or ADSs may be highly volatile due to multiple factors, including the following: regulatory developments affecting us or our industry, customers, suppliers or third-party merchants; announcements of studies and reports relating to the quality of our product and service offerings or those of our competitors; changes in the economic performance or market valuations of other online retail or e-commerce companies; actual or anticipated fluctuations in our quarterly results of operations and changes or revisions of our expected results; changes in financial estimates by securities research analysts; conditions in the online retail market;
announcements by us or our competitors of new product and service offerings, acquisitions, strategic relationships, joint ventures, capital raisings or capital commitments; additions to or departures of our senior management;
political or market instability or disruptions, and actual or perceived social unrest in the United States, Hong Kong or other jurisdictions; fluctuations of exchange rates betweenamong RMB, the RMBHong Kong dollar and the U.S. dollar; release or expiry of lock-up or other transfer restrictions on our outstandingClass A ordinary shares or ADSs; sales or perceived potential sales of additional Class A ordinary shares or ADSs; any actual or alleged illegal acts of our senior management or other key employees; any share repurchase program; and proceedings instituted by the SEC against PRC-based accounting firms, including our independent registered public accounting firm. We adopt different practices as to certain matters as compared with many other companies listed on the Hong Kong Stock Exchange. We completed our public offering in Hong Kong in June 2020 and the trading of our Class A ordinary shares on the Hong Kong Stock Exchange commenced on June 18, 2020 under the stock code “9618.” As a company listed on the Hong Kong Stock Exchange pursuant to Chapter 19C of the Hong Kong Listing Rules, we are not subject to certain provisions of the Hong Kong Listing Rules pursuant to Rule 19C.11, including, among others, rules on notifiable transactions, connected transactions, share option schemes, content of financial statements as well as certain other continuing obligations. In addition, in connection with the listing of our Class A ordinary shares on the Hong Kong Stock Exchange, we have applied for a number of waivers and/or exemptions from strict compliance with the Hong Kong Listing Rules, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Takeovers Codes and the SFO. As a result, we will adopt different practices as to those matters as compared with other companies listed on the Hong Kong Stock Exchange that do not enjoy those exemptions or waivers. Our articles of association are specific to us and include certain provisions that may be different from the requirements under the Hong Kong Listing Rules and common practices in Hong Kong. For example, Rule 19C.07(7) of the Hong Kong Listing Rules provides that the minimum stake required to convene an extraordinary general meeting and add resolutions to a meeting agenda must not be higher than 10% of the voting rights, on a one vote per share basis, in the share capital of a qualifying issuer, but our articles of association provide that at least one third of the aggregate voting power of our company is required to convene an extraordinary general meeting. We will put forth a resolution at or before our next annual general meeting to be held after the listing of our Class A ordinary shares on the Hong Kong Stock Exchange to revise our articles of association to comply with Rule 19C.07(7) of the Hong Kong Listing Rules. The next annual general meeting after the listing of our Class A ordinary shares on the Hong Kong Stock Exchange is expected to be held aroundmid-2021. Prior to the amendment to our articles of association, the minimum ofone-third of the aggregate voting power of our company is still required to convene an extraordinary general meeting. Furthermore, if 55% or more of the total worldwide trading volume, by dollar value, of our Class A ordinary shares and ADSs over our most recent fiscal year takes place on the Hong Kong Stock Exchange, the Hong Kong Stock Exchange will regard us as having a dual primary listing in Hong Kong and we will no longer enjoy certain exemptions or waivers from strict compliance with the requirements under the Hong Kong Listing Rules, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Takeovers Codes and the SFO, which could result in us having to amend our corporate structure and articles of association and our incurring of incremental compliance costs. We cannot guarantee that any share repurchase program will be fully consummated or that any share repurchase program will enhance long-term shareholder value, and share repurchases could increase the volatility of the price of our Class A ordinary shares and/or ADSs and could diminish our cash reserves. On December 25, 2018, our board of directors authorized a share repurchase program, under which we may repurchase up to US$1.0 billion of our ADSs or ordinary shares over the next 12 months through December 25, 2019. We repurchased a total of 2.3 million ADSs under this program, of which 1.4 million ADSs were repurchased at a weighted average price of US$21.48 per ADS, and 0.9 million ADSs were repurchased at a weighted average price of US$20.41 per ADS.On March 17, 2020, our board of directors authorized a share repurchase program, under which we may repurchase up to US$2.0 billion worth of our ADSs or ordinary shares over the next 24 months through March 17, 2022. From March 17, 2020 to April 15, 2020,the date of this annual report, we repurchased approximately 1.28.8 million ADSs at a weighted average price of US$ 37.0476.35 per ADS. Our share repurchase programsprogram could affect the price of our stock and increase volatility and may be suspended or terminated at any time.
If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market price for our Class A ordinary shares and/or ADSs and trading volume could decline. The trading market for our Class A ordinary shares and/or ADSs will depend in part on the research and reports that securities or industry analysts publish about us or our business. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who covers us downgrades our Class A ordinary shares and/or ADSs or publishes inaccurate or unfavorable research about our business, the market price for our Class A ordinary shares and/or ADSs would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price of or trading volume for our Class A ordinary shares and/or ADSs to decline. Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Class A ordinary shares and/or ADSs for return on your investment. We currently intend to retain most, if not all, of our available funds and any future earnings to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our Class A ordinary shares and/or ADSs as a source for any future dividend income. Our board of directors has complete discretion as to whether to distribute dividends subject to our current memorandum and articles of association and certain restrictions under Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our Class A ordinary shares and/or ADSs will likely depend entirely upon any future price appreciation of our Class A ordinary shares and/or ADSs. There is no guarantee that our Class A ordinary shares and/or ADSs will appreciate in value or even maintain the price at which you purchased the Class A ordinary shares and/or ADSs. You may not realize a return on your investment in our Class A ordinary shares and/or ADSs and you may even lose your entire investment in our Class A ordinary shares and/or ADSs.
Substantial future sales or perceived potential sales of our Class A ordinary shares and/or ADSs in the public market could cause the price of our Class A ordinary shares and/or ADSs to decline. Sales of our Class A ordinary shares and/or ADSs in the public market, or the perception that these sales could occur, could cause the market price of our Class A ordinary shares and/or ADSs to decline. As of February 29, 2020,28, 2021, we had 2,937,248,7153,117,970,519 ordinary shares issued and outstanding, comprising of (i) 2,486,367,6342,673,719,668 Class A ordinary shares (excluding the 36,694,43411,823,314 Class A ordinary shares issued to our depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under our Share Incentive Plan), and (ii) 450,881,081444,250,851 Class B ordinary shares. Among these shares, 1,819,935,7222,031,456,120 Class A ordinary shares are in the form of ADSs, which are freely transferable without restriction or additional registration under the Securities Act. The remaining authorized but unissued Class A ordinary shares and the Class B ordinary shares will be available for sale, subject to volume and other restrictions as applicable under Rules 144 and 701 under the Securities Act. Certain holders of our ordinary shares may cause us to register under the Securities Act the sale of their shares. Registration of these shares under the Securities Act would result in ADSs representing these shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration. Sales of these registered shares in the form of ADSs in the public market could cause the price of our Class A ordinary shares and/or ADSs to decline.
Holders of our ADSs may have fewer rights than holders of our ordinary shares and must act through the depositary to exercise those rights. Holders of ADSs do not have the same rights of our shareholders and may only exercise the voting rights with respect to the underlying Class A ordinary shares represented by the ADSs in accordance with the provisions of the deposit agreement. Under our current memorandum and articles of association, the minimum notice period required to convene a general meeting is seven days. We undertake we will (i) provide 14 days’ notice for any general meetings after the listing of Class A ordinary shares on the Hong Kong Stock Exchange and (ii) put forth a resolution at or before our next annual general meeting of the company which is expected to be held aroundmid-2021 after the listing of Class A ordinary shares on the Hong Kong Stock Exchange to revise our articles, so that the minimum notice period required to convene a general meeting will be 14 days. When a general meeting is convened, youholders of ADSs may not receive sufficient notice of a shareholders’ meeting to permit you to withdrawwithdrawal of the underlying Class A ordinary shares represented by yourtheir ADSs to allow youthem to cast your votetheir votes with respect to any specific matter. In addition, the depositary and its agents may not be able to send voting instructions to youholders of ADSs or carry out your voting instructions in a timely manner. We will make all reasonable efforts to cause the depositary to extend voting rights to youholders of ADSs in a timely manner, but we cannot assure you that youholders of ADSs will receive the voting materials in time to ensure that youthey can instruct the depositary to vote yourtheir ADSs. Furthermore, the depositary and its agents will not be responsible for any failure to carry out any instructions to vote, for the manner in which any vote is cast or for the effect of any such vote. As a result, youholders of ADSs may not be able to exercise yourtheir right to vote and you may lack recourse if the underlying ordinary shares represented by yourtheir ADSs are not voted as youthey requested. In addition, in your capacity as an ADS holder, youholders of ADSs will not be able to call a shareholders’ meeting. Except in limited circumstances, the depositary for our ADSs will give us a discretionary proxy to vote the Class A ordinary shares underlying yourthe ADSs if youholders of these ADSs do not vote at shareholders’ meetings, which could adversely affect your interests.the interests of the holders of our Class A ordinary shares and/or ADSs. Under the deposit agreement for the ADSs, if you do not vote, the depositary will give us a discretionary proxy to vote the Class A ordinary shares underlying your ADSs at shareholders’ meetings unless: we have instructed the depositary that we do not wish a discretionary proxy to be given; we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting; a matter to be voted on at the meeting would have a material adverse impact on shareholders; or the voting at the meeting is to be made on a show of hands.
The effect of this discretionary proxy is that youholders of ADSs cannot prevent our underlying Class A ordinary shares underlying yourrepresented by their ADSs from being voted, except under the circumstances described above. This may make it more difficult for shareholders to influence the management of our company. Holders of our ordinary shares are not subject to this discretionary proxy. YourThe right of our ADS holders to participate in any future rights offerings may be limited, which may cause dilution to your holdings.holdings of our ADS holders.
We may from time to time distribute rights to our shareholders, including rights to acquire our securities. However, we cannot make rights available to youholders of our ADSs in the United States unless we register both the rights and the securities to which the rights relate under the Securities Act or an exemption from the registration requirements is available. Under the deposit agreement, the depositary will not make rights available to youADS holders unless both the rights and the underlying securities to be distributed to ADS holders are either registered under the Securities Act or exempt from registration under the Securities Act. We are under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause such a registration statement to be declared effective and we may not be able to establish a necessary exemption from registration under the Securities Act. Accordingly, youour ADS holders may be unable to participate in our rights offerings and may experience dilution in yourtheir holdings.
Holders of our ADSs may not receive cash dividends if the depositary decides it is impractical to make them available to you.them. The depositary will pay cash dividends on the ADSs only to the extent that we decide to distribute dividends on our Class A ordinary shares or other deposited securities, and we do not have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future. To the extent that there is a distribution, the depositary of our ADSs has agreed to pay to youholders of our ADSs the cash dividends or other distributions it or the custodian receives on our Class A ordinary shares or other deposited securities after deducting its fees and expenses. YouADS holders will receive these distributions in proportion to the number of Class A ordinary shares yourtheir ADSs represent. However, the depositary may, at its discretion, decide that it is inequitable or impractical to make a distribution available to any holders of ADSs. For example, the depositary may determine that it is not practicable to distribute certain property through the mail, or that the value of certain distributions may be less than the cost of mailing them. In these cases, the depositary may decide not to distribute such property to you.holders of our ADSs. YouHolders of our ADSs may be subject to limitations on transfer of yourtheir ADSs.
YourOur ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time when it deems expedient in connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deems it advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.
Certain judgments obtained against us by our shareholders may not be enforceable. We are an exempted company with limited liability registered by way of continuation under the laws of the Cayman Islands. We conduct our operations in China and substantially all of our assets are located in China. In addition, our directors and executive officers, and some of theour experts named in this annual report, reside within China, and most of the assets of these persons are located within China. As a result, it may be difficult or impossible for you to effect service of process within the United States or Hong Kong upon us or these persons, or to bring an action against us or against these persons in the United States or Hong Kong in the event that you believe that your rights have been infringed under the U.S. federal securities laws, Hong Kong laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of the PRC may render you unable to enforce a judgment against our assets or the assets of our directors and officers. There is no statutory enforcement in the Cayman Islands of judgments obtained in the Hong Kong courts or federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments). A judgment obtained in such jurisdiction will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment (a) is given by a foreign court of competent jurisdiction, (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (c) is final, (d) is not in respect of taxes, a fine or a penalty, and (e) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. However, the Cayman Islands courts are unlikely to enforce a judgment obtained from the U.S. or Hong Kong courts under civil liability provisions of the U.S. federal securities law or Hong Kong law if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Because such a determination has not yet been made by a court of the Cayman Islands, it is uncertain whether such civil liability judgments from U.S. or Hong Kong courts would be enforceable in the Cayman Islands.
The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other forms of reciprocity with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment against us or our director and officers if they decide that the judgment violates the basic principles of PRC laws or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States.
Since we are a Cayman Islands exempted company, the rights of our shareholders may be more limited than those of shareholders of a company organized in the United States.States or Hong Kong. Under the laws of some jurisdictions in the United States, majority and controlling shareholders generally have certain fiduciary responsibilities to the minority shareholders. Shareholder action must be taken in good faith, and actions by controlling shareholders which are obviously unreasonable may be declared null and void. Cayman Islands law protecting the interests of minority shareholders may not be as protective in all circumstances as the law protecting minority shareholders in some U.S. jurisdictions. In addition, the circumstances in which a shareholder of a Cayman Islands company may sue the company derivatively, and the procedures and defenses that may be available to the company, may result in the rights of shareholders of a Cayman Islands company being more limited than those of shareholders of a company organized in the United States. Furthermore, our directors have the power to take certain actions without shareholder approval which would require shareholder approval under Hong Kong law or the laws of most U.S. jurisdictions. The directors of a Cayman Islands company, without shareholder approval, may implement a sale of any assets, property, part of the business, or securities of the company. Our ability to create and issue new classes or series of shares without shareholders’ approval could have the effect of delaying, deterring or preventing a change in control without any further action by our shareholders, including a tender offer to purchase our ordinary shares at a premium over then current market prices. Furthermore, our articles of association are specific to us and include certain provisions that may be different from common practices in Hong Kong, such as the absence of requirements that the appointment, removal and remuneration of auditors must be approved by a majority of our shareholders. Our current memorandum and articles of association contains anti-takeover provisions that could discourage a third party from acquiring us and adversely affect the rights of holders of our Class A ordinary shares andand/or ADSs. Our current memorandum and articles of association contain certain provisions that could limit the ability of others to acquire control of our company, including a dual-class voting structure that gives disproportionate voting power to the Class B ordinary shares held by Max Smart Limited, a company beneficially owned through a trust wholly-owned by our chairman and chief executive officer, Mr. Richard Qiangdong Liu and of which he is the sole director, and those held by Fortune Rising Holdings Limited of which Mr. Liu is the sole shareholder and sole director. As of February 29, 2020,28, 2021, Mr. Liu beneficially owned 78.5%76.9% of the aggregate voting power of our company, including 5.1%3.9% of the aggregate voting power of our company that he may exercise on behalf of Fortune Rising Holdings Limited. Fortune Rising Holdings Limited holds the shares for the purpose of transferring such shares to the plan participants according to our awards under our Share Incentive Plan, and administers the awards and acts according to our instruction. In addition, our current memorandum and articles of association also contains a provision that grants authority to our board of directors to establish and issue from time to time one or more series of preferred shares without action by our shareholders and to determine, with respect to any series of preferred shares, the terms and rights of that series. These provisions could have the effect of depriving our shareholders of the opportunity to sell their shares at a premium over the prevailing market price by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transactions.
We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies. Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;
the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and the selective disclosure rules by issuers of material nonpublic information under Regulation FD. We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a quarterly basis as press releases, distributed pursuant to the rules and regulations of Nasdaq. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer. As a Cayman Islands exempted company, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq corporate governance listing standards. As a Cayman Islands exempted company listed on Nasdaq, we are subject to Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from Nasdaq corporate governance listing standards. For example, neither the Companies Law (2020 Revision)Act (As Revised) of the Cayman Islands nor our current memorandum and articles of association requires a majority of our directors to be independent and we could include non-independent directors as members of our compensation committee and nominating committee, and our independent directors would not necessarily hold regularly scheduled meetings at which only independent directors are present. We follow home country practice with respect to annual meetings and did not hold an annual meeting of shareholders in 2019.2020. We undertake we will however,(i) hold annual shareholders meetings ingeneral meeting every year after the future if there are matters that require shareholders’ approval.listing of our Class A ordinary shares on the Hong Kong Stock Exchange and (ii) put forth a resolution at or before our next annual general meeting to be held after the listing of our Class A ordinary shares on the Hong Kong Stock Exchange to revise our articles of association to comply with Rule 19C.07(4) of the Hong Kong Listing Rules. If we choose to follow other home country practice in the future, our shareholders may be afforded less protection than they otherwise would under Nasdaq corporate governance listing standards applicable to U.S. domestic issuers. We may be classified as a passive foreign investment company for United States federal income tax purposes, which could subject United States investors in the ADSs or ordinary shares to significant adverse tax consequences. Depending upon the value of our assets, which may be determined based, in part, on the market value of our ADSs and ordinary shares, and the nature of our assets and income over time, we could be classified as a passive foreign investment company, or PFIC, for United States federal income tax purposes. A non-United States corporation, such as our company, will be classified as a PFIC for United States federal income tax purposes for any taxable year, if either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the value of its assets (determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. The average percentage of a corporation’s assets that produce or are held for the production of passive income is generally determined on the basis of the fair market value of the corporation’s assets at the end of each quarter. This determination is based on the adjusted tax basis of the corporation’s assets.
In addition, we will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which we own, directly or indirectly, 25% or more (by value) of the stock. Although the law in this regard is unclear, we treat our variable interest entities as being owned by us for United States federal income tax purposes because we control their management decisions and we are entitled to substantially all of the economic benefits, and, as a result, we consolidate their results of operations in our U.S. GAAP financial statements and treat them as being owned by us for United States federal income tax purposes. If it were determined, however, that we are not the owner of our variable interest entities for United States federal income tax purposes, we may be treated as a PFIC for our taxable year ended December 31, 20192020 and in future taxable years.
Based on our current income and assets and the value of our ADSs and outstanding ordinary shares, we do not believe that we were a PFIC for our taxable year ended December 31, 20192020, and we do not expect to be classified as a PFIC in the foreseeable future. Because PFIC status is a fact-intensive determination, no assurance can be given that we will not be classified as a PFIC for that year. While we do not anticipate becoming a PFIC, changes in the nature of our income or assets, or fluctuations in the market price of our ADSs orClass A ordinary shares and/or ADSs, may cause us to become a PFIC for future taxable years. In estimating the value of our goodwill and other unbooked intangibles, we have taken into account our market capitalization, which may fluctuate over time. Under circumstances where revenues from activities that produce passive income significantly increase relative to our revenues from activities that produce non-passive income or where we determine not to deploy significant amounts of cash for working capital or other purposes, our risk of becoming classified as a PFIC may substantially increase. We incur increased costs as a result of being a public company. As a public company, we incur significant accounting, legal and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, as well as rules subsequently implemented by the SEC and Nasdaq, have detailed requirements concerning corporate governance practices of public companies, including Section 404 of the Sarbanes-Oxley Act relating to internal controls over financial reporting. We expect these rules and regulations applicable to public companies to increase our accounting, legal and financial compliance costs and to make certain corporate activities more time-consuming and costly. Our management will be required to devote substantial time and attention to our public company reporting obligations and other compliance matters. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. We will also incur additional costs as a result of the listing of our Class A ordinary shares on the Hong Kong Stock Exchange. Our reporting and other compliance obligations as a public company may place a strain on our management, operational and financial resources and systems for the foreseeable future. In the past, shareholders of a public company often brought securities class action suits against the company following periods of instability in the market price of that company’s securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations, which could harm our results of operations and require us to incur significant expenses to defend the suit. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material and adverse effect on our financial condition and results of operations. The different characteristics of the capital markets in Hong Kong and the U.S. may negatively affect the trading prices of our ADSs and Class A ordinary shares. As a dual-listed company, we are subject to Hong Kong and Nasdaq listing and regulatory requirements concurrently. The Hong Kong Stock Exchange and Nasdaq have different trading hours, trading characteristics (including trading volume and liquidity), trading and listing rules, and investor bases (including different levels of retail and institutional participation). As a result of these differences, the trading prices of our ADSs and our Class A ordinary shares may not be the same, even allowing for currency differences. Fluctuations in the price of our ADSs due to circumstances peculiar to the U.S. capital markets could materially and adversely affect the price of our Class A ordinary shares, or vice versa. Certain events having significant negative impact specifically on the U.S. capital markets may result in a decline in the trading price of our Class A ordinary shares notwithstanding that such event may not impact the trading prices of securities listed in Hong Kong generally or to the same extent, or vice versa. Exchange between our Class A ordinary shares and our ADSs may adversely affect the liquidity and/or trading price of each other. Our ADSs are currently traded on Nasdaq. Subject to compliance with U.S. securities law and the terms of the deposit agreement, holders of our Class A ordinary shares may deposit Class A ordinary shares with the depositary in exchange for the issuance of our ADSs. Any holder of ADSs may also withdraw the underlying Class A ordinary shares represented by the ADSs pursuant to the terms of the deposit agreement for trading on the Hong Kong Stock Exchange. In the event that a substantial number of Class A ordinary shares are deposited with the depositary in exchange for ADSs or vice versa, the liquidity and trading price of our Class A ordinary shares on the Hong Kong Stock Exchange and our ADSs on Nasdaq may be adversely affected.
The time required for the exchange between Class A ordinary shares and ADSs might be longer than expected and investors might not be able to settle or effect any sale of their securities during this period, and the exchange of Class A ordinary shares into ADSs involves costs. There is no direct trading or settlement between Nasdaq and the Hong Kong Stock Exchange on which our ADSs and our Class A ordinary shares are respectively traded. In addition, the time differences between Hong Kong and New York and unforeseen market circumstances or other factors may delay the deposit of Class A ordinary shares in exchange of ADSs or the withdrawal of Class A ordinary shares underlying the ADSs. Investors will be prevented from settling or effecting the sale of their securities during such periods of delay. In addition, there is no assurance that any exchange of Class A ordinary shares into ADSs (and vice versa) will be completed in accordance with the timelines investors may anticipate. Furthermore, the depositary for the ADSs is entitled to charge holders fees for various services including for the issuance of ADSs upon deposit of Class A ordinary shares, cancelation of ADSs, distributions of cash dividends or other cash distributions, distributions of ADSs pursuant to share dividends or other free share distributions, distributions of securities other than ADSs and annual service fees. As a result, shareholders who exchange Class A ordinary shares into ADSs, and vice versa, may not achieve the level of economic return the shareholders may anticipate. We are exposed to risks associated with the potentialspin-off of one or more of our businesses. We are exposed to risks associated with the potentialspin-off of one or more of our businesses. We have applied for, and the Hong Kong Stock Exchange has granted, a waiver from strict compliance with the requirements in paragraph 3(b) of Practice Note 15 to the Hong Kong Listing Rules such that we are able tospin-off a subsidiary entity and list it on the Hong Kong Stock Exchange within three years of the listing of our Class A ordinary shares on the Hong Kong Stock Exchange. On December 8, 2020, we completed thespin-off and listing of JD Health, a consolidated subsidiary of our company, on the Main Board of the Hong Kong Stock Exchange. On February 16, 2021, JD Logistics, through its joint sponsors, submitted a listing application form (Form A1) to the Hong Kong Stock Exchange to apply for the listing of, and permission to deal in, the shares of JD Logistics on the Main Board of the Hong Kong Stock Exchange. We may continue to explore the ongoing financing requirements for our various other businesses and may consider aspin-off listing on the Hong Kong Stock Exchange for one or more of those businesses within the three year period subsequent to the listing of our Class A ordinary shares on the Hong Kong Stock Exchange. The waiver granted by the Hong Kong Stock Exchange is conditional upon us confirming to the Hong Kong Stock Exchange in advance of anyspin-off that it would not render our company, excluding the businesses to be spun off, incapable of fulfilling either the eligibility or suitability requirements under Rules 19C.02 and 19C.05 of the Hong Kong Listing Rules. We cannot assure you that anyspin-off will ultimately be consummated, whether within the three-year period after the listing of our Class A ordinary shares on the Hong Kong Stock Exchange or otherwise, and any suchspin-off will be subject to market conditions at the time and approval by the listing committee of the Hong Kong Stock Exchange. In the event that we proceed with aspin-off, the company’s interest in the entity to bespun-off (and its corresponding contribution to the financial results of our company) will be reduced accordingly. An active trading market for our Class A ordinary shares on the Hong Kong Stock Exchange might not develop or be sustained and trading prices of our Class A ordinary shares might fluctuate significantly. Since the listing of our Class A ordinary shares on the Hong Kong Stock Exchange, we have consistently been an actively-traded company on the Hong Kong Stock Exchange. However, we cannot assure you that an active trading market for our ordinary shares on the Hong Kong Stock Exchange will be sustained. The trading price or liquidity for our ADSs on Nasdaq might not be indicative of those of our Class A ordinary shares on the Hong Kong Stock Exchange. If an active trading market of our ordinary shares on the Hong Kong Stock Exchange is not sustained, the market price and liquidity of our ordinary shares could be materially and adversely affected.
In 2014, the Hong Kong, Shanghai and Shenzhen Stock Exchanges collaborated to create an inter-exchange trading mechanism called Stock Connect that allows international and mainland Chinese investors to trade eligible equity securities listed in each other’s markets through the trading and clearing facilities of their home exchange. Stock Connect currently covers over 2,000 equity securities trading in the Hong Kong, Shanghai and Shenzhen markets. Stock Connect allows mainland Chinese investors to trade directly in eligible equity securities listed on the Hong Kong Stock Exchange, known as Southbound Trading; without Stock Connect, mainland Chinese investors would not otherwise have a direct and established means of engaging in Southbound Trading. In October 2019, the Shanghai and Shenzhen Stock Exchanges separately announced their amended implementation rules in connection with Southbound Trading to include shares of companies of a dual-class voting structure to be traded through Stock Connect. However, since these rules are relatively new, there remains uncertainty as to the implementation details, especially with respect to shares of those companies with a secondary listing on the Hong Kong Stock Exchange. It is unclear whether and when the Class A ordinary shares of our company, which has a dual-class voting structure with a secondary listing in Hong Kong, will be eligible to be traded through Stock Connect, if at all. The ineligibility or any delay of our Class A ordinary shares for trading through Stock Connect will affect mainland Chinese investors’ ability to trade our Class A ordinary shares and therefore may limit the liquidity of the trading of our Class A ordinary shares on the Hong Kong Stock Exchange. There is uncertainty as to whether Hong Kong stamp duty will apply to the trading or conversion of our ADSs. In connection with our initial public offering of Class A ordinary shares in Hong Kong, or the Hong Kong IPO, we have established a branch register of members in Hong Kong, or the Hong Kong share register. Our Class A ordinary shares that are traded on the Hong Kong Stock Exchange, including those to be issued in the Hong Kong IPO and those that may be converted from ADSs, are registered on the Hong Kong share register, and the trading of these Class A ordinary shares on the Hong Kong Stock Exchange will be subject to the Hong Kong stamp duty. To facilitateADS-ordinary share conversion and trading between Nasdaq and the Hong Kong Stock Exchange, we also moved a portion of our issued Class A ordinary shares from our register of members maintained in the Cayman Islands to our Hong Kong share register. Under the Hong Kong Stamp Duty Ordinance, any person who effects any sale or purchase of Hong Kong stock, defined as stock the transfer of which is required to be registered in Hong Kong, is required to pay Hong Kong stamp duty. The stamp duty is currently set at a total rate of 0.2% of the greater of the consideration for, or the value of, shares transferred, with 0.1% payable by each of the buyer and the seller. To the best of our knowledge, Hong Kong stamp duty has not been levied in practice on the trading or conversion of ADSs of companies that are listed in both the United States and Hong Kong and that have maintained all or a portion of their ordinary shares, including ordinary shares underlying ADSs, in their Hong Kong share registers. However, it is unclear whether, as a matter of Hong Kong law, the trading or conversion of ADSs of these dual-listed companies constitutes a sale or purchase of the underlying Hong Kong-registered ordinary shares that is subject to Hong Kong stamp duty. We advise investors to consult their own tax advisors on this matter. If Hong Kong stamp duty is determined by the competent authority to apply to the trading or conversion of our ADSs, the trading price and the value of your investment in our Class A ordinary shares and/or ADSs may be affected. | Information on the Company |
| History and Development of the Company |
Our chairman and chief executive officer, Mr. Richard Qiangdong Liu, launched an online retail website in January 2004. He subsequently formed a company in Beijing and another company in Shanghai and conducted his online retail business through these two companies. In April 2007, we established a wholly-owned PRC subsidiary, Beijing Jingdong Century Trade Co., Ltd., or Jingdong Century, and we acquired certain intellectual property rights from the two companies Mr. Liu had established earlier, which ceased business operations and were later liquidated and dissolved. In November 2006, we incorporated Star Wave Investments Holdings Limited under the laws of the British Virgin Islands as our offshore holding company in order to facilitate international financing. We later changed the name of this entity to 360buy Jingdong Inc. In January 2014, 360buy Jingdong Inc. was redomiciled in the Cayman Islands as an exempted company registered under the laws of the Cayman Islands, and was renamed JD.com, Inc.
We have established subsidiaries inside and outside of China and assisted in establishing PRC consolidated variable interest entities to conduct our business operations.
Our significant subsidiaries that conduct business operations in China include the following: Jingdong Century, established in April 2007, and certain of its subsidiaries in China, which primarily engage in retail business; Shanghai Shengdayuan Information Technology Co., Ltd., or Shanghai Shengdayuan, which was established in April 2011 and primarily operates our online marketplace business; and Xi’an Jingxundi Supply Chain Technology Co., Ltd., or Xi’an Jingxundi, which was established in May 2017 and provides primarily technology and consulting services relating to logistics services. The significant consolidated variable interest entities and their subsidiaries that conduct our business operations in China include, among others, the following: 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; Jiangsu Yuanzhou E-Commerce Co., Ltd., or Jiangsu Yuanzhou, which was established in September 2010 and primarily engages in the business of selling books, audio and video products; and Xi’an Jingdong Xincheng Information Technology Co., Ltd., or Xi’an Jingdong Xincheng, which was established in June 2017 and provides primarily technology and consulting services relating to logistics services. We also conduct certain of our business operations through other consolidated variable interest entities and their subsidiaries, including Jiangsu Jingdong Bangneng Investment Management Co., Ltd., or Jiangsu Jingdong Bangneng.Bangneng, and Suqian Jingdong Tianning Jiankang Technology Co., Ltd., or Suqian Jingdong Tianning. On May 22, 2014, our ADSs commenced trading on Nasdaq under the symbol “JD.” We raised from our initial public offering approximately US$1.5 billion in net proceeds after deducting underwriting commissions, share issuance costs and the offering expenses payable by us.expenses. Concurrently with our initial public offering, we also raised US$1.3 billion from Huang River Investment Limited, our existing shareholder and an affiliate of Tencent, in a private placement. In December 2014, we completed a secondary public offering, pursuant to which certain selling shareholders sold an aggregate of 26,003,171 ADSs, representing 52,006,342 Class A ordinary shares, for an aggregate gross proceeds of approximately US$619 million, and we did not sell any ADSs in the offering. On June 18, 2020, our Class A ordinary shares commenced trading on the Main Board of the Hong Kong Stock Exchange under the stock code “9618.” We raised from our global offering in connection with the listing in Hong Kong approximately RMB31.3 billion (US$4.8 billion) in net proceeds after deducting underwriting commissions, share issuance costs and the offering expenses. Our Strategic Cooperations and Other Developments Strategic Cooperation with Tencent . On March 10, 2014, we acquired certain e-commerce businesses and assets from, and entered into a strategic cooperation agreement and formed a strategic partnership with Tencent, a leading internet company serving the largest online community in China. Tencent offers a wide variety of internet services in China, including social communications, online games and digital content and payment. Tencent has a large mobile internet user base, as evidenced by the combined monthly active user accounts of 1,1651,225 million on Tencent’s mobile apps Weixin and WeChat as of December 31, 20192020 based on publicly available data. Under the strategic partnership, Tencent offers us prominent access points in its mobile apps Weixin and Mobile QQ and provide us with traffic and other support from other key platforms, which has helped us generate mobile user traffic from Tencent’s large mobile user base and enhance our customers’ mobile shopping experience. The two parties agree to cooperate in a number of areas including mobile-related products, social networking services, membership systems and payment solutions. The strategic cooperation agreement applies within the territory of the Greater China, including Hong Kong, Macau and Taiwan. Under the strategic cooperation agreement, we are Tencent’s preferred partner for all physical goods e-commerce businesses, and Tencent agrees not to engage in any retail or managed marketplace business model in physical goods e-commerce businesses in Greater China and a few selected international markets for a period of eight years, other than through its controlled affiliate Shanghai Icson E-Commerce Development Company Limited, or Shanghai Icson. We expect to further leverage the strategic partnership with Tencent to enhance our customers’ online shopping experience, reach Tencent’s large mobile and internet user base and further expand our presence on mobile commerce.
On March 10, 2014, we entered into a series of agreements with Tencent and its affiliates pursuant to which we acquired 100% interests in Tencent’s Paipai and QQ Wanggou online marketplace businesses, a 9.9% stake in Shanghai Icson E-Commerce Development Company Limited, or Shanghai Icson, logistics personnel and certain other assets. Paipai and QQ Wanggou, which we acquired from Tencent, were online marketplaces in China that brought buyers and sellers together online. Paipai was a or C2C marketplace, whereas QQ Wanggou was a or B2C marketplace. We re-launched the Paipai C2C marketplace in July 2014, but closed it down in 2016. In addition, we obtained the right to acquire the remaining equity of Shanghai Icson by March 10, 2017 at the higher of the then fair value of Shanghai Icson or RMB800 million. In April 2016, we exercised the right paying RMB800 million and acquired the remaining equity interest in Shanghai Icson. Shanghai Icson operated a B2C e-commerce platform in China. Concurrent with the above transactions, the execution of the strategic cooperation agreement and for US$215 million in cash to us, we issued a total of 351,678,637 ordinary shares to Huang River Investment Limited, a wholly-owned subsidiary of Tencent. We paid Tencent RMB181 million in cash as part of the consideration for the transaction during 2014. As part of the agreements, in a private placement concurrent with our initial public offering in May 2014, we issued an aggregate of 139,493,960 Class A ordinary shares to Huang River Investment Limited at the per share equivalent of the price to the public. In October 2015, we expanded partnership with Tencent to provide third-party merchants with innovative mobile marketing solutions. On May 10, 2019, we renewed the strategic cooperation agreement with Tencent for a period of three years starting from May 27, 2019. Tencent will continue to offer us prominent level 1 and level 2 access points on its Weixin platform to provide traffic support, and the two companies also intend to continue to cooperate in a number of areas including communications, advertising and membership services, among others. It is estimated that such traffic support, advertising spending and other cooperation will amount to over US$800 million, which will be paid or spent over the next three years. We agreed to issue to Tencent a certain number of our Class A ordinary shares for a total consideration of approximately US$250 million at prevailing market prices at certain pre-determined dates during the subsequent three-year period, of which 8,127,302 and 2,938,584 of our Class A ordinary shares were issued in May 2019.2019 and May 2020. The issuance of Class A ordinary shares of US$250 million formed part of the total estimated amount of US$800 million that will be paid or spent for the traffic support, advertising and other cooperation from Tencent under the strategic cooperation agreement. Huang River Investment Limited is currently one of our principal shareholders and held 17.9%16.9% of our total issued and outstanding shares as of February 29, 2020.28, 2021.Strategic Cooperation with Walmart. In June 2016, we entered into a series of agreements with Walmart Inc., or Walmart, in relation to our strategic alliance, with Walmart, pursuant to which Walmart subscribed for 144,952,250 of our newly issued Class A ordinary shares, representing approximately 5% of our total issued and outstanding shares on a fully diluted basis at the time. As of February 29, 2020,28, 2021, Walmart held Class A ordinary shares representing approximately 9.8%9.3% of our total issued and outstanding shares. As part of our strategic alliance with Walmart, we acquired ownership of the Yihaodian marketplace platform assets, including the Yihaodian brand, mobile apps and websites. We have collaborated with Walmart on e-commerce, including launching Sam’s Club Flagship Store and Walmart China Flagship Store on JD.com, as well as Sam’s Club Global Flagship Store, Walmart Global Flagship Store, and ASDA Flagship Store and several category global stores to sell specific category products (for example Walmart Beauty and Personal Care Global Store) on JD Worldwide and a one-hour delivery service from Walmart Stores and Sam’s Clubs in select cities through the JD Daojia app, as well as leveraging one another’s supply chain to increase product selection for customers across China.app. As part of the strategic alliance, we also entered into an eight-year non-compete arrangement with Walmart, subject to certain conditions and exceptions.
In April 2017, we established JD Logistics to leverage our advanced technologyhas been operating as an internal logistics department of us since 2007 and logistics expertise to provide integrated supply chain and logistics services to businesses acrossas a wide range of industries, including those beyonde-commerce.
stand-alone business segment since April 2017. JD Logistics provides business partners with comprehensiveoffers a full spectrum of supply chain solutions includingand high-quality logistics services enabled by technology, ranging from warehousing management, transportation, delivery, after-sales service,to distribution, spanning across manufacturing to end-customers, covering regular and logistics technology solutions, including cloud-based service and data analytics, among others.specialized items. In February 2018, we entered into definitive agreements with third-party investors for the financing of JD Logistics. We haveLogistics, and JD Logistics raised a total amount of US$2.5 billion from theby issuing series A preference shares to third-party investors, who owned an aggregate of approximately 19% stake in JD Logistics on a fully diluted basis uponat the completiontime. On February 16, 2021, JD Logistics, through its joint sponsors, submitted a listing application form (Form A1) to the Hong Kong Stock Exchange to apply for the listing of, and permission to deal in, the shares of JD Logistics on the Main Board of the transaction and we have remainedHong Kong Stock Exchange. There is no assurance as to whether or when the proposed listing may take place. We will remain the controlling shareholder of JD Logistics.Logistics, assuming the completion of the proposed listing.. AsSince 2017, JD Digits has made remarkable progress in the field of digital technology. Leveraging the latest and most cutting-edge technologies, including big data, artificial intelligence (AI), the Internet of Things (IoT), and blockchain, JD Digits is now well-equipped to help the financial and real sectors reduce costs, improve efficiencies, enhance user experience and optimize business models. In June 30, 2017,2020, we had completed the reorganizationentered into agreements with JD Digits, pursuant to which we have, through a consolidated PRC domestic company, acquired an aggregate of 36.8% equity interest in JD Digits by converting our finance business operated by Beijing Jingdong Financial Technology Holding Co., Ltd. (now known as Beijing Jingdong Digital Technology Co., Ltd., or JD Digits)profit sharing right pursuant to the agreementsframework agreement between us and JD Digits and investing additional RMB1.78 billion in cash in JD Digits. The framework agreement, including the profit-sharing arrangement between JD Digits and us, was terminated, and JD Digits has become our equity method investee. In connection with the acquisition of equity interests in JD Digits, we have entered into a series of agreements with JD Digits which set forth the rights of JD as a shareholder. Pursuant to these agreements, we will continue to enjoy substantially all the rights that we had under the framework agreement; provided that certain rights such as the right to liquidity event payment had been terminated upon our conversion of the profit sharing right into equity interest in JD Digits. Pursuant to these agreements, certain of our rights under these agreements should be terminated immediately the day before JD Digits submits its application for an initial public offering in the PRC. These rights, however, will be restored in the event the initial public offering application is rejected by the relevant authorities or withdrawn by JD Digits.In addition, on June 20, 2020, the shareholders of JD Digits passed a unanimous resolution to restructure JD Digits as a company limited by shares and certain other parties in March 2017, immediately prioradopt the dual class voting structure. The shares held by Mr. Richard Qiangdong Liu and Suqian Linghang Fangyuan Equity Investment Center (Limited Partnership), or Suqian Linghang Fangyuan, an entity controlled by Mr. Liu, were entitled to the reorganization, we owned 68.6% often votes per share, while Mr. Liu and Suqian Linghang Fangyuan must abstain from voting on any related party transaction with JD Digits. As a result of this dual class voting structure, as of December 31, 2020, we held approximately 18.7% voting power, and Mr. Richard Qiangdong Liu and Suqian Linghang Fangyuan together held 54.7% of the total voting power of JD Digits. On March 31, 2021, we entered into definitive agreements with JD Digits relating to the reorganization we disposed of all of our 68.6%cloud computing and artificial intelligence business (“JD Cloud & AI”). Pursuant to the definitive agreements, we transferred JD Cloud & AI and certain assets together valued at approximately RMB15.7 billion to JD Digits, in exchange for newly issued ordinary shares of JD Digits. Upon completion of the transactions on March 31, 2021, JD Cloud & AI was deconsolidated from our consolidated financial statements, and our equity interest in JD Digits increased from 36.8% to approximately 42%. We believe that, through this transaction, we will continue to focus on our core competences and deconsolidated the financial results ofsynergistic businesses to better serve customers, and JD Digits from ours since then. Pursuantwill be better positioned to the agreements relating to the reorganization, we received approximately RMB14.3 billion in cash with an economic gaindeliver a suite of RMB14.2 billion. As JD Digits is under the common control of Mr. Richard Qiangdong Liu through his equity stake and voting arrangements, the gain of RMB14.2 billion was recorded directly to additionalpaid-in
capital in shareholders’ equity. In exchange for certain licenses andcutting-edge technology services to be provided by us to JD Digits, we will receive 40% of the futurepre-taxits business partners.
profit of JD Digits when JD Digits has a positivepre-tax
income on a cumulative basis. In addition, we may convert our profit-sharing right with respect to JD Digits into 40% of JD Digits’s equity interest, subject to applicable regulatory approvals. The above percentage of profit sharing and maximum equity interest issuance to us, which we refer to as the Maximum Interest, is subject to potential proportional dilution as a result of any subsequent equity financings or ESOP increases of JD Digits. In connection with JD Digits’s additional round of financing in 2018, the Maximum Interest has been diluted to approximately 36%. Strategic Cooperation with Google
. In June 2018, Google LLC, or Google, invested US$550 million in us as part of a new strategic partnership, under which Google and we will work together to explore a broad range of possibilities, leveraging our supply chain and logistics expertise and Google’s technology strengths. In early 2019, we joined Google Shopping to offer a curated selection of high-quality products to consumers in the United States, which is representative of our early efforts in the joint development of retail solutions in overseas markets.. In 2018, we established JD Property, our infrastructure asset management and integrated service platform, which owns, develops and manages our logistics facilities and other real estate properties to support JD Logistics and other third parties. In February 2019, JD Property established JD Logistics Properties Core Fund, L.P., or Core Fund, together with GIC, Singapore’s sovereign wealth fund, for a total committed capital of over RMB4.8 billion. We serveJD Property serves as the general partner and have committed 20% of the total capital of Core Fund as the limited partner, and GIC has committed the remaining 80%. The investment committee of Core Fund, which comprise the representatives from us and GIC, will oversee the key operations of Core Fund. Furthermore, in February 2019, we entered into a definitive agreement with Core Fund, pursuant to which we sold certain of our completed modern logistics facilities to Core Fund for a total gross asset value of RMB10.9approximately RMB11 billion, to unlock meaningful value from our balance sheet and recycle capital for our future growth initiatives.
In January 2020, JD Property established its second logistics investment fund, JD Logistics Properties Core Fund II, L.P., or Core Fund II, together with GIC, to replicate the second halfsuccessful experience of 2019,Core Fund. JD Property serves as general partner and commit 10% of the total capital of Core Fund II as a limited partner, and GIC will commit the remaining 90%. Furthermore, in January 2020, we entered into definitive agreements with Core Fund II to sell certain of our completed modern logistics facilities for a total gross asset value of approximately RMB5 billion, and concurrently lease back some of these completed facilities for operational purposes. In September 2020, JD Property entered into definitive agreements to establish another logistics investment fund with approximately RMB3 billion of assets under management, JD Logistics Properties Development Fund I, L.P., or Development Fund I, together with GIC and Mubadala Investment Company (“MIC”), to replicate the successful experience of Core Fund and Core Fund II (collectively, “Core Funds”). Development Fund I plans to acquire some of our modern logistics facilities. JD Property will serve as general partner and commit 40% of the total capital of Development Fund I as a limited partner, and GIC and MIC will commit the remaining 60% collectively. Furthermore, in December 2020, we entered into definitive agreements with Development Fund I to sell one of our uncompleted modern logistics facility, and will concurrently lease back some of such facility for operational purposes when completed. For the logistics facilities under Core Funds and Development Fund I that met closing conditions, for the completed assets were met, and we recorded a total disposal gain of RMB3.8 billion for the completed assetsand RMB1.6 billion (US$0.3 billion) in 2019. For the2019 and 2020, respectively. We will derecognize remaining logistics facilities under construction, we will derecognize these assets upon the completion and satisfaction of the hand overclosing condition. In addition, subsequent to the disposition, we have leased back thesecertain completed facilities from Core Funds for operational purposes, and JD Property has started serving as the asset manager managing Core Fund’sFunds’ assets. We will also lease back some of the facility that sale to Development Fund I for operational purposes when such facility has been completed. On March 10, 2021, JD Property entered into definitive agreements for thenon-redeemable series A preference share financing withco-lead investors Hillhouse Capital and Warburg Pincus, among others. The total amount expected to be raised is approximately US$700 million. We will remain the majority shareholder of JD Property after the completion of this transaction. By leveraging Warburg Pincus and Hillhouse Capital’s industry expertise and resources, JD Property will further strengthen its infrastructure property management capabilities and its position as a leading player in high-quality infrastructure properties development and operations. . In November 2019, our healthcare subsidiary, JD Health International, Inc., or JD Health, completed the non-redeemable series A preferredpreference share financing with a group of third-party investors. The total amount of financing raised was US$931 million, representing 13.5% of the ownership of JD Health on a fully diluted basis upon the completion of this transaction. In August 2020, JD Health completed thenon-redeemable series B preference share financing with a group of third-party investors. The total amount of financing raised was US$914 million, representing 4.5% of the ownership of JD Health on a fully diluted basis. Over the past few years, JD Health is building a comprehensive “Internet + healthcare” ecosystem, providing pharmaceutical and healthcare products and internet healthcare services to the customers. On December 8, 2020, shares of JD Health, our consolidated subsidiary, commenced trading on the Main Board of the Hong Kong Stock Exchange under the stock code “6618.” JD Health raised from the global offering in connection with the listing in Hong Kong approximately RMB25.7 billion (US$3.9 billion) in net proceeds after deducting underwriting commissions, share issuance costs and the offering expenses. In April and December 2020, JD Industrial Technology Inc. (“JD MRO”), our subsidiary specialized in industrial maintenance, repair and operations (“MRO”) products and services, entered into definitive agreements fornon-redeemable series A and seriesA-1 preference share financing (“JD MRO Series A andA-1 Preference Shares”) with a group of third-party investors. The total amount of financing arising from JD MRO Series A andA-1 Preference Shares was approximately US$335 million. Upon completion of such financing, we still hold more than 80% of the issued and outstanding shares of JD MRO.
. In February 2015, we invested a combination of US$400 million in cash and certain resources valued at US$497 million, including exclusive access to the new and used car channels on oure-commerce
sites including mobile apps and additional support from our key platforms, as consideration for newly issued ordinary shares of Bitauto Holdings Limited, or Bitauto, an NYSE-listed provider of internet content and marketing services for China’s fast-growing automotive industry. In June 2016, we made an additional investment of US$50 million in cash to purchase newly issued ordinary shares of Bitauto.In February 2015, we invested US$100 million in newly issued series A preferred shares of Yixin Group Limited, or Yixin, a subsidiary of Bitauto primarily engaged ine-commerce-related
automotive financing platform business and currently listed on the Hong Kong Stock Exchange. In August 2016, we, together with Tencent, Baidu, Bitauto and other investors, entered into definitive agreements, pursuant to which we and the other investors invested an aggregate of US$550 million in cash in Yixin.As of December 31, 2019, we held approximately 24% of Bitauto’s issued and outstanding shares and approximately 11% of Yixin’s issued and outstanding shares. On September 12, 2019, a buyer consortium lead by Tencent submitted a preliminarynon-binding
proposal letter to Bitauto’s board of directors to acquire all of the outstanding ordinary shares and American depositary shares of Bitauto, which would result in Bitauto becoming a private, wholly owned subsidiary of the buyer consortium. In addition, upon the completion of this going-private transaction of Bitauto, the buyer consortium and their affiliates will make an unconditional mandatory general offer to all the shareholders and other securities holders of Yixin for all the issued shares and other securities of Yixin.We have indicated that we will vote all of our shares in Bitauto in favor of these transactions.. In May 2015, we made further investment to acquire newly issued Class A ordinary shares of Tuniu Corporation, or Tuniu, a Nasdaq-listed and leading online leisure travel company in China, through a combination of US$250 million in cash and certain resources valued at US$108 million, including exclusive rights to operate the leisure travel channel for both ourwebsite and mobile apps, and Tuniu’s being our preferred partner for hotel and air tickets booking services. Previously in December 2014, we purchased certain newly issued Class A ordinary shares of Tuniu by a cash consideration of US$50 million. As of December 31, 2019, we held approximately 21% of Tuniu’s issued and outstanding shares. Our leisure travel channel is currently operated by Tuniu.. In August 2015, we entered into definitive agreements with Yonghui Superstores Co., Ltd., or Yonghui, pursuant to which we subscribed for newly issued ordinary shares of Yonghui with a consideration of RMB4.23 billion (US$616 million). In May 2018, we made an additional investment of RMB1.2 billion (US$178 million) to acquire additional ordinary shares from the existing shareholders of Yonghui. In 2020, we made further investment of RMB1.0 billion (US$154 million) to acquire additional ordinary shares from the existing shareholders of Yonghui. As of December 31, 2019,2020, we holdheld approximately 12%13% of Yonghui’s issued and outstanding ordinary shares. In addition, we have formed a strategic partnership with Yonghui to strengthen supply chain management capability primarily through joint procurement, and will continue to explore development opportunities in initiatives and other areas of potential strategic cooperation. . In April 2016, we completed the transaction with Dada Nexus Limited, or Dada Group, a leading platform of local on-demand retail and delivery in China, pursuant to which our business, JD Daojia, became a subsidiary of Dada Group and we contributed certain resources and US$200 million in cash in exchange for newly issued equity interest in Dada Group. In December 2017, we exercised our warrant to acquire additional preferred shares of Dada Group. In August 2018, in conjunction of Dada Group’s Series F round financing with Walmart, we further invested US$180 million to acquire the newly issued preferred shares of Dada Group. We have formed an extensive cooperation relationship with Dada Group, as its localon-demand delivery and retail capabilities support our innovative projects and omni-channel strategy, together bringing consumers the most convenient and advanced shopping experience. In June 2020, the ADSs of Dada Group commenced trading on the Nasdaq Global Select Market under the symbol “DADA,” and, as of December 31, 2020, we had invested US$973 million to acquire the ADSs of Dada Group. As of December 31, 2019,2020, we owned approximately 47.5% equity interest46% issued and outstanding of Dada Group.On March 22, 2021, we, through a subsidiary, entered into a share purchase agreement with Dada Group, under which we have agreed to invest a total of US$800 million in newly issued ordinary shares of Dada Group, onat a fully diluted basis. . In June 2017, we invested US$397 million in cash as considerationper share purchase price equal to acquire certain numberthe closing trading price of Dada Group’s ordinary shares and preferred shares of Farfetch.com Limited, or Farfetch,on the leading globale-commerce
platform forNasdaq Global Select Market, on March 19, 2021, the fashion industry. As part of this partnership, we became onelast trading day prior to the date of the largest shareholdersshare purchase agreement. Following the transaction, we will hold, taking into account our existing holding, approximately 51% of Farfetch.Dada Group’s issued and outstanding shares. The strategic partnership between usclosing of the transaction is subject to satisfaction of customary closing conditions and Farfetch leveragesprocedures, including applicable governmental filings. Upon the closing of the transaction, we expect to consolidate the financial results of Dada Group into our leading logisticsconsolidated financial statements. Our increased investment in Dada Group will facilitate both sides to promote the expansion ofon-demand retail and technology capabilitiesdelivery, as well as omnichannel collaboration. This is expected to help our company to further diversify its retail services, enable its business partners to improve their operating efficiency, and social media resources, including our partnership with Tencent, with Farfetch’s leadership in global luxury, to create a frictionless and seamless brand experience. In September 2018, concurrent with Farfetch’s initial public offering and listing on the NYSE, we made an additional investment of US$27 million to purchasedeliver better services for its newly issued ordinary shares. In February 2019, we expanded our strategic partnership with Farfetch, pursuant to which our luxury e-commerce platform, Toplife, merged into Farfetch, and Farfetch gained traffic resources on the JD.com mobile app.consumers.
. In August 2017, we entered into a conditional share subscription agreement with China United Network Communications Limited, or China Unicom, a Chinese telecommunications operator in relation to our investment of approximately RMB5 billion in cash to subscribe for certain privately issued shares of China Unicom. Concurrently, we, through a PRC affiliate, also entered into a strategic business cooperation agreement with China Unicom. . In December 2017, we, along with Tencent, entered into a share subscription agreement to subscribe for newly issued Class A ordinary shares of Vipshop Holdings Limited, or Vipshop, an NYSE-listed online discount retailer for brands in China. In December 2017, we also entered into a business cooperation agreement and established a cooperative relationship with Vipshop, pursuant to which we granted Vipshop entries on both the main page of our mobile app and the main page of our Weixin Discovery shopping entry. We also purchased the ADSs of Vipshop from the open market. As of December 31, 2019,2020, we had accumulatively invested approximately US$600 million in cash to purchase Class A ordinary shares and ADSs of Vipshop.
Wanda Commercial Properties . In January 2018, we, along with Tencent, entered into a strategic partnership agreement with Dalian Wanda Commercial Properties Co., Ltd., or Wanda Commercial Properties, a leading developer, owner and operator of commercial properties in China, and its major shareholder, Dalian Wanda Group Co., Ltd. Pursuant to the agreement, we invested RMB5 billion to purchase the shares of Wanda Commercial Properties from its existing shareholders. . In April 2019, we completed an investment in Jiangsu Five Star Appliance Co., Ltd., or Jiangsu Five Star, one of the leading offline retailers of home appliances and consumer electronics in China. We acquired 46% of Jiangsu Five Star’s total shares from its existing shareholder for a total purchase price of RMB1.27 billion with a combination of cash and assumption of the seller’s debt. Following this investment, we and Jiangsu Five Star leverage each other’s industry expertise and strength to explore new growth opportunities in the area of omni-channel strategy and aim to provide consumers with a fully-integrated, smart online and offline shopping experience. In addition, we provided a loan of approximately RMB1.03RMB1.02 billion to the seller. We are also entitled to certain collateral and investor rights pursuant to the related definitive agreements. In the second quarter of 2020, we further acquired 54% equity interest and fully consolidated Jiangsu Five Star by converting the loan of RMB1.02 billion and assuming the seller’s RMB428 million debt owed to Jiangsu Five Star.. In June 2019, we completed an investment of approximately RMB3.38 billion in AiHuiShou International Co. Ltd., or AiHuiShou, an online second-hand consumer electronics trading platform. In connection with this investment, we merged our Paipai Secondhand business with and into AiHuiShou with certain exclusive traffic resources for the next five years, and additionally invested a certain amount of cash in exchange for additional preferred shares of AiHuiShou. In September and December 2020, we completed additional investments of RMB401 million in cash in AiHuishou. In addition, we expect to make an additional investment of US$20 million in AiHuiShou in April 2021.. In August 2020, we acquired a controlling interest in Kuayue-Express Group Co., LTD., or Kuayue Express, a renowned modern integrated express transportation enterprise specializing in “limited-time express service” in China, for a total consideration of approximately RMB3 billion through a combination of acquiring existing shares and subscribing for newly issued shares of Kuayue Express. . In December 2020, we invested approximately US$700 million to purchase newly issued preferred shares of Xingsheng Preference Electronic Business Limited, or Xingsheng. Xingsheng is a leading community group buyinge-commerce platform that serves community families with fresh foods and daily necessities. We are a leading technology driven e-commerce company transforming to become a leading supply chain-based technology and service provider. We generated total net revenues of RMB362.3 billion, RMB462.0 billion, and RMB576.9 billion and RMB745.8 billion (US$ 82.9114.3 billion) in 2017, 2018, 2019 and 20192020, respectively. We incurred net losses from continuing operations of RMB19 million and RMB2,801 millionRMB2.8 billion in 2017 and 2018, respectively, and generated net income from continuing operations of RMB11,890 millionRMB11.9 billion and RMB49.3 billion (US$ 1,708 million)7.6 billion) in 2019.Overview of Our E-commerce Business We are the largest retail companyretailer in China byin terms of total revenues in 2019,2020, according to Fortune Global 500. We believe our scale and market leadership are built upon our competitive edge in customer experience and operational efficiency, as well as our commitment to strategically invest in technology and logistics infrastructure for the long term.
Providing superior customer experience is our top priority. Our e-commerce business offers customers a wide selection of authentic products at competitive prices. We have built and operate our own nationwide fulfillment infrastructure that supports our e-commerce business. Our speedy, efficient and reliable fulfillment services ensure a high degree of customer satisfaction. We offer an enjoyable online shopping experience mainly through our content-rich, user-friendly and highly personalized mobile apps and website www.jd.com. We also provide comprehensive customer services and convenient payment options. Owing to the superior customer experience we provide, our loyal customer base has expanded rapidly. We had 292.5 million, 305.3 million, 362.0 million and 362.0471.9 million annual active customer accounts in 2017, 2018, 2019 and 2019,2020, respectively.
We operate online retail and marketplace e-commerce businesses. In our online retail business, we purchase products from suppliers and sell them directly to our customers. We offer a wide range of product categories through our online retail business, including electronics products, home appliances and a large variety of other general merchandise categories. We have established strong relationships with our suppliers as our online retail business grows rapidly over time. As of December 31, 2019,2020, we sourced products from over 24,00031,000 suppliers. Timely and reliable fulfillment is critical to our success. We believe we have the largest fulfillment infrastructure of any e-commerce company in China. Leveraging this nationwide fulfillment capability, we deliver a majority of the orders to customers by ourselves. In 2019,2020, we further improved our efficiency in more cities, especially the less developed areas, as we continued to expand our same day and next day delivery service in these areas. Our fulfillment services have been proven to be highly reliable in response to customer needs, particularly in the event of business disruptions, such as during the recent COVID-19 outbreak. We launched our online marketplace in October 2010, and have since then been continually adding third-party merchants and introducing new products and services, including premium international brands, to our customers. As of December 31, 2019,Merchants on our online marketplace had over 270,000 third-party merchants, who are held to high standards for transacting with our customers. We aim to offer our customers with consistently high-quality online shopping experience regardless they purchase from us or third-party merchants. To this end, we require all third-party merchants to meet our strict standards for product authenticity and service reliability, and closely monitor their performance and activities on our online marketplace. We provide a variety of digital marketing services to marketers on our e-commerce platform, including suppliers to our online retail business, third-party merchants on our online marketplace and other partners. Powered by AI technology, our digital marketing platform provides our marketing customers with comprehensive digital branding and performance-based marketing solutions and various effective measurement tools, which help them reach targeted audiences, attract and retain customers and improve their returns. Our digital marketing platform also features automatic marketing operation including online marketing message creation, targeting, bidding, deployment and budget allocation, which enables marketers to manage their digital marketing strategy and spending in a convenient and efficient manner. We are exploring a variety of omni-channel initiatives to meet our customers’ ever-growing demand. We believe we are well-positioned to empower traditional offline retailers by capitalizing on our strong online presence, industry know-how and omni-channel technology and systems. We collaborate with Walmart on e-commerce by launching Walmart and Sam’s Club Flagship Stores on our platform and providing fulfillment solutions to them. Through our strategic partnership with Dada Nexus Limited, or Dada Group, a leading platform for local on-demand retail and delivery in China, Dada Group has been cooperating with JD Logistics to provide our customers fastwithon-demand and last-mile delivery services of a wide selection of grocery and other fresh products through JD Daojia. JD-Daojia. We are also exploring in the offline retail market through 7FRESH, our offline fresh food supermarket brand,markets, experimenting on the omni-channel model. Our proprietary and scalable technology platform enhances user experience, improves operating efficiency and supports the growth in our e-commerce business. Leveraging machine-learning technology and massive data sets amassed from online purchase behaviors, we curate personalized product recommendations and push targeted promotions. We utilize AI technology to refine our merchandise sourcing strategy, allowing us to efficiently manage our inventory and control cost. With consumer insights generated from big data analytics, we provide tailor-made products through production, which increase sales and enhance customer satisfaction.
Supply Chain-based Technologies and Services Today, we are transforming to become a leading supply chain-based technology and service provider. We take a holistic view on the supply chain covering from upstream manufacturing and procurement, logistics, distribution and retail to end customers. With our leading position in the retail industry, we have established strong relationships with numerous suppliers, brands and partners. We leverage such relationships and our retail technology capability to provide them with a variety of service solutions. Over the past decade, we have also built a highly scalable and reliable logistics infrastructure and technology platform for our retail business. We are opening up logistics infrastructure and technology platform to third parties with comprehensive logistic services and technology solutions.
Technology is crucial to our achievements today and continued success in the future. It enables better customer experience, more customer cost savings and higher efficiency, while it also serves as a foundation to export our capabilities to enhance productivity and innovation across a multitude of industries in China. We made our strategic decision in 2007 to invest in and build our own nationwide fulfillment infrastructure. As of December 31, 2019,2020, our nationwide fulfillment infrastructure covered almost all counties and districts across China, with a network of over 700900 warehouses with an aggregate gross floor area of approximately 16.921 million square meters, in 89 cities, including warehouse space managed under the JD Logistics Open Warehouse Platform. In addition, we had a team of over 132,200242,452 warehouse and delivery personnel and 43,700 warehouse staff as of December 31, 2019.2020. Our fulfillment infrastructure is powered by proprietary smart logistics and automation technologies, such as intelligent hardware, robotics, voice recognition, computer vision and deep learning, which allow us to continuously improve our operational efficiency. With full control of the logistics network and associated data flow, we are able to optimize operations and modularize processes so as to ensure scalability and efficiency. Over the past decade, we have consistently provided superior fulfillment services to our online retail customers, which has been well supported by our self-operated integrated logistics infrastructure and technology platform. We also open up our leading logistics infrastructure to our third-party merchants and partners beyond our e-commerce business. We are expanding our logistics services to partners across various industries, as well as individual users. We provide services relating to almost all aspects of logistics operation, including warehousing management, storage, long-haul transportation, express and on-demand delivery and cold-chain and cross-border services, among others. We offer integrated supply chain management solutions to customers in various vertical markets. We also provide technology solutions for logistics operations to enable customers to transparently and effectively monitor, manage and optimize their logistic workflows. Our Retail Technology Services and Other Technology Initiatives Capitalizing on our retail data, infrastructure and technology, we commercialize our retail capability into services we offer to brands and partners in the retail industry. Through such services, we believe we can create, together with our partners, a more advanced and comprehensive retail ecosystem to reach and serve more consumers, wherever and whenever they shop. We operate a technology service platform Kepler which provides comprehensive services for our partners to conduct online retail leveraging traffic on third-party channels. For example, we help brands set up mini-programsmini programs on Tencent’s WechatWeixin and provide one-stop services includeincluding mini-program creation, product selection and pricing, digital marketing, inventory management, fulfillment and customer services. Such services are especially valuable for brands with less sophisticated online retail experience but wish to boost sales through emerging mobile internet channels. In addition, powered by predictive analytics utilizing AI and big data, we also offer services to traditional retailers to optimize offline stores’ operation by recommending product selection based on local consumers’ preferences while managing stocks at optimum inventory level. We have developed robust supply-chain based technology in three key areas, namely AI, Big data analytics and Cloud computing. We have world-class scientists and a large team of AI engineers. Our technology achievements have been well recognized globally and we strive to deliver services to our customers and become the most trusted technology service provider in the industry. For example, we built a smart supply-chain platform NeuHub in April 2018, which consists of cloud-based AI infrastructure. It also includes application-level products supporting many use cases that are applicable to our business and ecosystem, as well as customers across industries and governments.industries.
Putting customers first is always our core philosophy, as illustrated by the following: Our team is the foundation of our company. We have built a strong and dedicated team and made significant efforts in hiring, training and retaining the best talent. Technology is a key contributor to maintaining our competitive advantage. Upgrading core technologies can effectively reduce cost, improve operating efficiency, and deliver customer experience. In order to achieve sustainable future growth, we have been heavily investing in technology innovation and will continue to do so. Our technology strategy focuses on three key areas, namely: AI, Big Data and Cloud. By adopting a middle platform model and compartmentalizing the IT components and standard APIs in our IT architecture, we have greatly enhanced R&D efficiency, and accelerated business innovation. More importantly, this has enabled us to offer more value-added technology services to our clients across a wide spectrum of industries. To create value for our customers, partners and society, we make continuous efforts to reduce cost, improve efficiency, and deliver better customer experiences: Our technology and data-driven management employ an array of key performance indicators to minimize costs and maximize efficiency in our operations; We continue to encourage innovation with our partners in order to offer customers a holistic shopping experience through both online and offline channels, thereby increasing customer loyalty; and We continuously open up our infrastructure, such as logistics, systems and technologies, to our business partners to develop more innovative solutions that could reduce cost and/or enhance efficiency for society as a whole.
As a result, we are able to offer a broad selection of products, services and solutions at competitive prices as well as excellent experiences. We strive to deliver a sustainable customer experience that leads to more loyalty and commitment.
Our strategies are centered on sustainable and quality growth, which we expect to achieve by further solidifying the market leadership of our e-commerce business, and developing our supply chain-based technology service capabilities to empower the players across the industry value chain. Our team, organization structure and corporate culture undergird the successful execution of our growth strategies. We will further grow our scale to strengthen our competitive advantages and achieve even greater economies of scale. With our continuous growth in scale and further enhancement of our sourcingprocurement capabilities and partnerships with our third-party merchants, we can deliver stronger value propositions to our customers, especially everyday low price, wider selection, and better quality. We will continue our commitment to technology development, investment in logistics infrastructure and supply chain platforms, to fuel our growth and eventually strengthen our self-reinforcing virtuous cycle. To further enhance customer engagement and customer experience, we will continue to widen our product selection and improve personalization and other features on our platform. We plan to extend online and offline retail scenarios and develop innovative retail channels to better meet evolving customer demand, enhance our touch points with customers and increase our wallet share over time. In addition, we will further penetrate into lower-tier cities where hundreds of millions of consumers have growing but underserved demand for quality products and upgraded services. We will continue to execute tailor-made customer acquisition strategy and offer compelling products through more targeted channels. For example, we launched JingXi in 2019, an online marketplace channel, featuring rich social attributes and curated products that cater to the demand of customers in lower-tier cities. We will continue to invest in our fulfillment infrastructure to better serve customers in lower-tier cities. We also plan to prudently explore growth opportunities in overseas markets to grow overseas customer base through organic growth, strategic collaboration, and selective investments and acquisitions. As a technology-driven company, we will continue to focus on the key areas of our technology initiatives, such as AI, big data and cloud computing, to strengthen our competitive advantage in technology. We will continue to invest in a holistic smart supply-chain technology platform and optimize our service capabilities. We will also open up our platform and offer supply chain-based technology services to customers and partners in various industries. We believe our focus on these technology initiatives will help digitalize and streamline the industry value chain, improve operational efficiency for our customers and partners, and create additional monetization opportunities for us. We will continue to optimize our organizational structure and adapt to changing market conditions. By delegating decision-making power to managers in each business unit, we enable them to be closer to our customers and navigate through dynamic market environment. We will continue to enhance synergies between business units and encourage innovation. We believe our entrepreneurial corporate culture and our employees are instrumental to a prospering and enduring business. We are committed to attracting new talents by offering compelling incentive packages and encouraging them to achieve their career goals. At the same time, we will also strengthen our talents by instilling in them a sense of ownership and a result-oriented, problem-solving mindset. We are confident that a dedicated team, a well-structured organization and a solid corporate culture will ensure execution of our business strategies and drive growth for years to come. Since founding our company, we have focused on developing our online retail business as well as building our own fulfillment infrastructure, including last mile delivery capability, all based on our proprietary technology platform to support our operations. As our online retail business grew substantially in size, we launched our online marketplace to complement it and expand our product offerings, leverage our established fulfillment infrastructure and technology platform and ensure a superior customer experience. The combination of our online retail and online marketplace, our omni-channel initiatives and our own nationwide fulfillment infrastructure and technology platform, makes us a uniquely strong player in China’s retail industry in terms of providing superior customer experience.
Leveraging the significant scale of our business, cutting-edge technologies, and our well-established retail infrastructure, we have also begun to offer comprehensive supply chain-based services that complement our core business and create significant value for a wide range of business partners. Ultimately, this will boost business development and the overall customer experience. In our online retail business, we acquire products from suppliers and sell them directly to customers. We believe we have the largest online product review database of any online retail company in China with approximately 5,817 million7.1 billion product reviews generated by our customers as of December 31, 2019.2020. As we now offer a wide range of product categories through our online retail business model, net revenues from electronics products, which include computers, mobile handsets and other mobile digital products, and home appliances, have declined as a percentage of our total net revenues. As of December 31, 2019,2020, we sourced products from over 24,00031,000 suppliers. We believe that large scale and market leading position are critical to success in the online retail market in China and can provide important competitive advantages to us.
In our online marketplace business, third-party merchants offer products to customers on our online marketplace and pay us sales commissions. We launched our online marketplace in October 2010 and have been adding new products and services, including premium international brands, since then. As of December 31, 2019, there were over 270,000 third-party merchants on our online marketplace.We provide transaction processing and billing services on all orders placed on our online marketplace and require third-party merchants to meet our strict standards for authenticity and reliability. We monitor third-party merchants’ performance and activities on our online marketplace closely to ensure that they meet our requirements for authentic products and high-quality customer service. We tag certain top stores on our platform as “JD Haodian ( 京东好店 ),” based on each third-party merchant’s quality of service during the entire purchase process. Such certification can help the top third-party merchants improve their sales volumes on the platform. Furthermore, it sets a benchmark to encourage other third-party merchants to improve their quality of service. We aim to offer customers the same high-quality customer experience regardless of the source of the products they choose. We are exploring a variety of omni-channel integration opportunities and innovative business models. We believe we are well-positioned to provide omni-channel solutions to customers and offline retailers in select locations in China by capitalizing on our strong online presence and leveraging our strategic partnership with Dada Nexus Limited, or Dada Group, a leading platform for local on-demand retail and delivery in China. Dada Group has partnered with a large number of well-known chain retailers and many first-tier international and domestic FMCG (fast-moving consumer goods) brands by leveraging Dada Group’s crowd-sourcing delivery network. Dada Group has been cooperating with JD Logistics to provide fast on-demand delivery services for merchants and consumers. On March 22, 2021, we, through a subsidiary, entered into a share purchase agreement with Dada Group. Following the closing of this transaction, we will hold approximately 51% of Dada Group’s issued and outstanding shares and expect to consolidate the financial results of Dada Group into our consolidated financial statements. Our increased investment in Dada Group will facilitate both sides to promote the expansion ofon-demand retail and delivery, as well as omnichannel collaboration. This is expected to help our company to further diversify its retail services, enable its business partners to improve their operating efficiency, and deliver better services for its consumers. In June 2016, we entered into a series of agreements in relation to our strategic alliance with Walmart. We have collaborated with Walmart on e-commerce, including launching a Sam’s Club Flagship Store and Walmart China Flagship Store on JD.com, Sam’s Club Global Flagship Store, Walmart Global Flagship Store, and ASDA Flagship Storeseveral category global stores to sell specific category products (for example Walmart Beauty and Personal Care Global Store) on JD Worldwide, and a one-hour delivery service from Walmart Stores and Sam’s Clubs in selected cities through the JD Daojia app, as well as leveraging each other’s supply chain to enhance product selection for customers across China.app. We have also experimented with other omni-channel opportunities, aimed at offering shoppers across China faster and more convenient access to high-quality products through multiple channels.
To provide customers with a more dynamic and interactive integrated omni-channel shopping experience, we have enabled some of our offline partners with a variety of the latest technologies such as facial recognition, product recognition, and a tracking system for customers’ in-store activities, among others. We have established a closed loop to accumulate a large volume of offline shopping data, and through further analysis of the integrated online and offline dataset, we can offer differentiated products that best suit potential customer demand in each offline franchise store. 7FRESH, our offline fresh food market brand, is part of our omni-channel strategy. In December 2017, we opened our first 7FRESH store in Yizhuang Economic and Technological Development Zone in Beijing. We integrated our advanced supply chain management know-how and cutting-edge storage technologies to 7FRESH stores to deliver a unique shopping experience. The application of our advanced supply chain management solution and technology on 7FRESH is part of our ongoing experiments to deploy our retail and supply chain service capabilities, which, once proven, will empower our potential offline partners to further expand our 7FRESH presence to pursue an enhanced shopping experience for our consumers.
Leveraging our AI capabilities and our comprehensive dataset accumulated from a wide range of business scenarios along the entire value chain, we provide a variety of marketing services to suppliers, third-party merchants and other business partners through our proprietary advertisement technology platform. In 2019, through our greatly expanded development and investment in advanced advertising and marketing technology, we launched the JD Marketing 360 Platform. This platform employs sophisticated AI and big data technologies in exploiting our user behavior insights to provide brand marketers and third-party merchants with a one-stop brand building and sales growth solution. It integrates omnichannel marketing, rich marketing effectiveness measurements, and comprehensive consumer asset growth management to help our marketers to effectively acquire new users and increase shopping frequency from existing users. We provide native search ads and display ads on our main apps, and we also place display ads, search ads and affiliate ads on China’s mainstream high traffic apps and video apps. In 2019, we also invested in automated marketing technologies, launching comprehensive products automating all aspects of marketing, including automatic bidding, targeting, creative generation of ads, and budget allocation to satisfy a broad range of marketing scenarios. These products not only reduce our marketers’ labor in marketing campaigns, but also improve their ROI. TimelyJD Logistics is the leading technology-driven supply chain solutions and reliable fulfillment is criticallogistics services provider in China. JD Logistics offers a full spectrum of supply chain solutions and high-quality logistics services enabled by technology, ranging from warehousing to distribution, spanning across manufacturing to end-customers, covering regular and specialized items. According to the success of an online retail business. Leveraging our nationwide fulfillment infrastructure and our advanced technology and logistics expertise, our logistics business,CIC Report, JD Logistics delivers a majority of orders directly to our customers and also providesis the largest player in China’s integrated supply chain logistics services market in terms of total revenue in 2020. JD Logistics’s value proposition is to business partnersempower customers’ supply chains and substantially improve their operational efficiencies, which in turn enhance their own customer experience and stickiness. JD Logistics helps customers reduce redundant distribution layers, improve the agility of their supply chains, and optimize inventory management. The solutions are powered by proprietary technology, industry know-how and insights of product merchandizing. In 2020, JD Logistics served more than 190,000 corporate customers across a wide rangearray of industries, including those beyonde-commerce.
We have opened up our technology-driven fulfillment infrastructure by offering comprehensive supply chain solutions to third parties, including warehousing management, transportation, delivery, after-sales services, and logistics technology solutions, such as cloud-based servicefast moving consumer goods (FMCG), apparel, home appliances, home furniture, 3C, automotive and data analytics,fresh produce, among others. As of December 31, 2020, JD Logistics operated over 900 warehouses, which covered an aggregate gross floor area of approximately 21 million square meters, including warehouse space managed under the JD Logistics Open Warehouse Platform. In the second quarter of 2020, JD Logistics launched a new Asia No.1 warehouse in Langfang, Hebei province, near Beijing, equipped with the first automated storage and retrieval system for bulky items in Asia’se-commerce industry, greatly improving efficiency in handling items including air conditioners, refrigerators and furniture. In 2020, approximately 90% of the total online retail orders processed through JD Logistics’s network were delivered on the same day or a combinationthe day after the order was placed, with over 60% of these services. We are dedicated to developing an effective, environmentally-friendly, innovative and smart “green logistics system” through developing and promoting the usetotal online retail orders covered by the 211 program.
JD Property, our propertyinfrastructure asset management group,and integrated service platform, owns, develops and manages our logistics facilities and other real estate properties, to support JD Logistics and third parties. JD Property has unique advantages to secure scarce land resources as we continue to help boost economies across China through creating employment opportunities and contributing tax, among others. JD Property aims to develop its logistics asset portfolios while maintaining strong capital discipline. With the expansion of our asset portfolios, we have adopted a capital recycling strategy through our fund management platform and other partnerships. We believe this strategy will help further expand our asset portfolios, minimize our related future capital expenditures and enhance our returns. Currently,As of December 31, 2020, JD Property manages properties with a total gross floor area of over 1012 million square meters. In February 2019,On March 10, 2021, JD Property and GIC, Singapore’s sovereign wealth fund, jointly established JD Logistics Properties Core Fund, L.P., or Core Fund, for a total committed capital of over RMB4.8 billion. We serve as the general partner of Core Fund and have committed 20% of its total capital as the limited partner, while GIC has committed the remaining 80%. The investment committee of Core Fund, which comprises the representatives from us and GIC, oversees the key operations of Core Fund. Furthermore, in February 2019, we entered into a definitive agreement with Core Fund, pursuant to which we sold certain of our modern logistics facilities to Core Fund for a total gross asset value of RMB10.9 billion, to unleash the full potential of our balance sheet and optimize the use of capital for our future growth initiatives. In the second half of 2019, the closing conditionsagreements for the completed assets were met,non-redeemable series A preference share financing with co-lead investors Hillhouse Capital and we recorded aWarburg Pincus, among others. The total disposal gainamount expected to be raised is approximately US$700 million. We will remain the majority shareholder of RMB3.8 billion for the completed assets in 2019. For the remaining logistics facilities under construction, we will derecognize these assets uponJD Property after the completion of this transaction. By leveraging Warburg Pincus and satisfaction of the hand over conditions. In addition, subsequent to the disposition, we have leased back these facilities for operational purposes,Hillhouse Capital’s industry expertise and resources, JD Property has started servingwill further strengthen its infrastructure property management capabilities and its position as the asset manager managing Core Fund’s assets.a leading player in high-quality infrastructure properties development and operations. In November 2020, during our fourth annual tech summit “JD Discovery” in Beijing, we launched, a technological ecosystem for the retail industry.offers integrated data, technology, business, and user management industry solutions to support the digitization of enterprises and institutions. One solution provided byis, a comprehensive SaaS-based operational solution for manufacturers and offline retailers. Driven by our technology and services,aims to help manufacturers and retailers to improve efficiency in omni-channel operation and marketing, as well as digitalization of offline store operation. JD-Y, our supply chain R&D unit that focuses on supply chain innovation, launched its self-built industry-leadingreplenishment model (E2E model), which provides an automatic and scalable inventory management solution and shortens the decision process in inventory management. Specifically, the model applies deep learning technology to enable our company to achieve automatic merchandise replenishment based on historical sales performance without the need for sales forecast. A paper on the model has been accepted and to be published soon by Management Science, a world-leading scholarly journal within INFORMS, an international association for professionals in operations research and analytics. We aim to build up and open our capabilities with industry partners. JD-Y also launchedinitiative, which aims to increase automation of supply chain, improve logistics efficiency among industries, and promote environmentally friendly programs. At the same time, JD-Y also opened up its capabilities to the public and worked together with merchants in C2M customization.On JD Logistics side, we have been strengthening our technological innovation and applications in various aspects of supply chain solutions and logistics services, including automation, digitalization and intelligentization. Our proprietary technologies include both hardware and software technologies that are seamlessly integrated. As of December 31, 2020, we were entitled to over 4,400 patents and computer software copyrights (including applications thereof), of which over 2,500 are related to our automation and unmanned technologies. We have also built a large team of over 3,700 research and development professionals. We apply technology to each key part of the supply chain, combiningpre-planning, implementation, intelligent decision-making and post-operation management to deliver customer experience and overall efficiency. Equipped with these proprietary technologies, we have built a comprehensive smart logistics system capable of service automation, operation digitalization and intelligent decision-making. In January 2021, JD Logistics was selected by INFORMS as one of the seven finalists for the 50th annual Franz Edelman Award for Achievement in Advanced Analytics, Operations Research and Management Science, the world’s most prestigious award for achievements in the practice of analytics and operations research. Along with other seven world-leading enterprises including Amazon, JD.com was recognized for its advanced research and self-developed “unmanned” warehouse scheduling system. JD.com is among the few Chinese companies that were selected as finalists in the history of the award. In December 2019, we formed the new JD Cloud & AI platform to spearhead our technology-related agenda.platform. We have a large team consisting of research and development professionals primarily covering areas of AI, big data analytics and cloud computing. Together, these areas form our technology strategy. We strive to deliver services to our customers and become the most trusted technology service provider in the industry, powered by our large and sophisticated IT infrastructures. On March 31, 2021, we entered into definitive agreements with JD Digits relating to the reorganization of our cloud computing and artificial intelligence business (“JD Cloud & AI”). Pursuant to the definitive agreements, we transferred JD Cloud & AI and certain assets together valued at approximately RMB15.7 billion to JD Digits, in exchange for newly issued ordinary shares of JD Digits. Upon completion of the transactions on March 31, 2021, JD Cloud & AI was deconsolidated from our consolidated financial statements, and our equity interest in JD Digits increased from 36.8% to approximately 42%. We believe that, through this transaction, we will continue to focus on our core competences and synergistic businesses to better serve customers, and JD Digits will be better positioned to deliver a suite of cutting-edge technology services to its business partners.
Other New InitiativesJD Health
Based on our proprietary capabilities in supply chain, logistics, and technologies, we also proactively and cautiously explore opportunities in various new initiatives such as oversea business and healthcare related business, among others. In November 2019, our healthcare subsidiary, JD Health, International, Inc., or JD Health, completed the non-redeemable series A preferredpreference share financing with a group of third-party investors. In August 2020, JD Health completed the non-redeemable series B preference share financing with a group of third-party investors. On December 8, 2020, shares of JD Health commenced trading on the Main Board of the Hong Kong Stock Exchange under the stock code “6618.” JD Health raised from the global offering in connection with its listing in Hong Kong approximately RMB$25.7 billion (US$3.9 billion) in net proceeds after deducting underwriting commissions, share issuance costs and the offering expenses. In 2020, JD Health’s total revenue was RMB19.4 billion, representing a year-on-year growth of 78.8%. Annual active user accounts on JD Health’s platform reached 89.8 million in 2020, an increase of 33.7 million from 2019. The number of average daily consultations exceeded 100,000 in 2020, which is more than 5 times of that in 2019. As a leading online healthcare platform, JD Health’s mission is to become the go-to health management platform for everyone in China. Its strategic position is to create a technology-driven platform that centers on the supply chain of pharmaceutical and healthcare products and is strengthened by healthcare services, encompassing a user’s full life span for all healthcare needs. It is committed to offering users easily accessible, convenient, high-quality yet affordable pharmaceutical and healthcare products. To achieve this goal, JD Health has built a one-stop online health management platform to create greater value for all participants in the healthcare value chain, and will continue to expand its core businesses, retail pharmacy business and online healthcare services, through utilizing big data, AI, cloud computing and other advanced technology.Our operation principle is “trust-based, customer-centric value creation,” and we are committed to optimizing the customer experience and achieving customer satisfaction. This commitment drives every aspect of our operations, which are focused on six core components: extensive product offerings, compelling online experience, superior customer service, competitive pricing, timely and accurate fulfillment, and convenient payment options. We continually seek to add more products that appeal to our customers. We offer a wide range of product categories including but not limited to: mobile handsets and other digital products; computers, including desktop, laptop and other varieties, as well as printers and other office equipment; furniture and household goods; apparel;
cosmetics and other personal care items and pet products; women’s shoes, bags, watches, jewelry and luxury goods; men’s shoes, sports gear and fitness equipment; automobiles and accessories; maternal and childcare products, toys and musical instruments; food, beverage and fresh produce; gifts, flowers and plants; pharmaceutical and healthcare products, including OCT pharmaceutical products, nutritional supplements, healthcare services and other healthcare equipment; books, e-books, music, movies and other media products; virtual goods, including online travel agency, attraction tickets, and prepaid phone cards and game cards; installation and maintenance services.
Each of these categories is further divided into numerous subcategories to facilitate browsing. In building up our product offerings, we focus on quality as well as quantity. Due to our nationwide reach and our efficient fulfillment system, suppliers often choose us to launch new products that they expect will be in high demand, and we often act as the preferred distributor for a period of days or weeks when a hot new product first becomes available for sale to the public. We had a GMV of RMB1,294.5RMB1,676.9 billion, RBM1,676.9RMB2,085.4 billion and RMB2,085.4RMB2,612.5 billion (US$299.5400.4 billion) in 2017, 2018, 2019 and 2019,2020, respectively. “GMV” are to the total value of all orders for products and services placed in our online retail business and on our online marketplaces, regardless of whether the goods are sold or delivered or whether the goods are returned. GMV includes the value from orders placed on our mobile apps and websites as well as orders placed on third-party mobile apps and websites that are fulfilled by us or by our third-party merchants. The calculation of GMV includes shipping charges paid by buyers to sellers and for prudent consideration excludes certain transactions over certain amounts that are comparable to the disclosed parameters in GMV definition by our major industry peer.amounts. We believe that GMV provides a measure of the overall volume of transactions that flow through our platform in a given period and is only useful for the purposes of industry and peer comparisons.period. Therefore, it should not be used as a financial metric.metric or industry and peer comparisons.
We believe that providing a compelling online experience is critical to attracting and retaining customers. We make sales primarily through our content-rich and user-friendly mobile apps and website . Our website not only offers a broad selection of authentic products at competitive prices but also provides easy site navigation, basic and advanced search functions, customized product recommendations, comprehensive product information and a large volume of customer reviews and ratings. These features address customers’ desire to view, understand and compare products before purchasing. With the increasing popularity of mobile internet-enabled devices, we have also developed apps and features adapted for mobile internet users. We currently offer mobile access through our mobile website m.jd.com and our various iOS and Android mobile apps. As part of our strategic partnership with Tencent, we launched level 1 access on Tencent’s Weixin and direct access on Tencent’s Mobile QQ, whereby Tencent users can easily access our product offerings and have an enjoyable mobile shopping experience. Over 90% of orders fulfilled were placed through our mobile apps in 2019.2020.Our mobile apps and website contain the following information and features: Comprehensive product information to support prompt decision-making . Each product page contains pictures, descriptions, and sometimes short videos of the product, the price, a pull-down menu to show whether the product is in stock at the customer’s location, customer reviews and ratings, and whether the product will be delivered by us or by one of our third-party merchants. When customers are browsing product pages, we display product highlights, reliable services available for this product and the post-discount price on the front page so as to support customers to make purchase decisions more efficiently. Interactive user community to enhance customer engagement and loyalty . Our mobile apps and websites contain a large volume of helpful user-generated and professionally-generated content. For each product, customers can provide reviews and ratings that are featured prominently on the product page. We encourage participation by granting loyalty points for posting reviews and ratings. We believe that we have the largest online product review database of any online retail company in China, with approximately 5,817 million7.1 billion product reviews generated by our customers as of December 31, 2019,2020, which benefits our customers, suppliers and third-party merchants. We also encourage third-party merchants to generate content and promote their products through livestreams and short videos on our platform to better interact with our customers. Targeted product recommendations to satisfy personalized demands . We have made progress in personalized recommendations, leveraging our cutting-edge technologies to provide an individualized shopping experience for each of our customers. We identify customers’ demands and make more accurate recommendations based on comprehensive algorithms, which are derived from a large volume of data about customer behavior and preferences.
Smart ordering process to further improve the shopping experience . We continue to leverage our technology to optimize the ordering process, making the shopping experience more convenient and enjoyable. For example, when customers review their shopping carts, not only do we display the special offers available at the time for the products in the customers’ shopping carts, but also we combine the existing coupons in our customers’ accounts with special offers, and calculate the all-in benefits for customers to provide them maximum benefits. Real-time order tracking and order information revision system to provide convenient shopping experience . Customers can log into their accounts to check the status of their orders. Each package in our system is given a unique identification number, and its location is updated each time it is handled by one of our warehouse or delivery personnel or one of our contracted third-party couriers. Each of our delivery personnel carries a mobile personal digital assistant, which allows customers to track their location in real time on an online map. Furthermore, we provide customers with the option to adjust their order information such as changing the shipping address or the preferred delivery date or time slot.
Providing satisfactory customer service is a high priority. Our commitment to customers is reflected in the high level of service provided by our customer service staff as well as in our flexible product return and exchange policies. We continue optimizing our customer service to guarantee the best possible shopping experience. In 2019,2020, we further strengthened our brand image of offering hassle-free services to our customers. Combining unique service capabilities from our retail business and our third-party merchants, we provide our customers with customized services for different product categories. Our services cover the entire purchasing process and include over 60 types of services such as instant refunds, repair by exchange program, home-delivery of replacements, and extended price protection services for selected retail products, among other offerings. The service offering aims to facilitate consumers’ purchase decisions by providing trustworthy and guaranteed services. In 2019,2020, we continued to invest in smart services and leveraged our advanced AI and deep learning technologies to more efficiently resolve the high volume of customer inquiries without sacrificing the customer experience. We also leveraged our cutting-edge technologies and smart systems to analyze a large volume of customer feedback and alerted third-party merchants in advance regarding potential customer service issues, helping third-party merchants to improve their service quality for our customers. 24-7 customer service centers . We operate three24-7 customer service centers in Suqian, Yangzhou Jiangsu province; and Chengdu, Sichuan province, handling all kinds of customer queries and complaints regarding our products and services. We obtained COPC (Customer Operation Performance Center) Certification in November 2014. Customers can make queries and file complaints via various channels such as phone calls, online written instant messengers, JD official accounts on Weixin and Weibo, and through email. As of December 31, 2019,2020, we had a total of 10,041over 12,000 customer service representatives at the Suqian, Yangzhou and Chengdu centers. . We accept unconditional returns or exchanges within seven days of purchase. For selected categories in our retail business, we provide an extended 30 days return and 180 days replacement policy to our customers. Defective merchandise can be returned for exchange within 15 days of purchase. For customers with good credit, we provide an “instant refund” service, where we provide refunds as soon as they submit their return requests. If customers report defects more than 15 days after receipt but are still within the warranty period, we will have the defective goods repaired, replaced or take another appropriate action to compensate the customer, depending on the nature of the problem. We will generally pick up defective items for return or exchange at the customer’s address, provided that the return or exchange is requested within 15 days of receipt of the item and the address is within the area that is serviced by our employees or by one of the third-party couriers that have agreed to provide this service for us. Alternatively, customers can also mail the merchandise to one of our regional after-sales centers or bring the product to a pickup station nearby. The same policies apply to products sold through our online marketplace. . We have established a membership program to cultivate customer loyalty and encourage our customers to make repeat purchases. In 2017, we upgraded the membership system and changed from a five-tier membership structure to the “Jing Xiang Zhi (京享值
)” value system, which takes into account various indicators, such as consumer behavior, interaction, credit ratings, and risk level, among others, to determine a comprehensive score for each consumer. We believe the upgraded membership system effectively enhances the shopping experience and consumer engagement. In addition to our “Jing Xiang Zhi (京享值
)” membership program, we continued to promote JD Plus,“JD Plus”, a premium paid membership program. JD Plus members enjoyoffers benefits related to merchandise such asincluding extra rebates, free shipping coupons, exclusive prices on selected product offerings, RMB100 cross-category coupons on a monthly basis,free shipping and return services, VIP customer services, free return services and PLUS DAY promotion events, online medical consultation and JDE-book unlimited access designed specifically for JD Plus members. JD Plus also partnered with content and lifestyle service providers such as Tencent Video, iQiyi, Ctrip, among others, providing JD Plus members with greater benefits. In addition to our JD Plus, we also have a customer value system, “Joy Score (京享值 )”, which takes into account various indicators, such as consumer behavior, interaction, credit ratings, among others, to determine a comprehensive and dynamic score for each consumer. The customers with different level of “Joy Score” can enjoy free loyalty programs. For instance, customer with “Joy Score” beyond certain threshold could enjoy a rebate for the plus membership fee. We also provide a variety of free premium services, such as local service, fast refund channel and VIP after-sale service, to enhance customer experience and engagement. We believe JD Plus membership program and “Joy Score” value system can effectively cultivate customer loyalty and enhance the shopping experience and consumer engagement.
We offer competitive pricing to attract and retain customers. We make continual efforts to maintain and improve an efficient cost structure and create incentives for our suppliers to provide us with competitive prices.
. We are making continual efforts to set our prices to be competitive with those on other major online retail websites and in physical stores in China. We typically negotiate with our suppliers for prices that are comparable to or lower than those offered to retailers in other sales channels. If we reduce the price on our website and mobile apps before or after the product is delivered to the customer, then the customer generally has an opportunity to lock in the lower price. Currently, third-party merchants are free to set their own prices on our online marketplace. We also continue to enrich our product offerings and service while maintaining low prices. . We offer a selection of discounted products on special occasions, such as our anniversary sales promotional event on June 18 and China’s online shopping festival on November 11, as well as on important holidays such as Christmas and Chinese New Year. We also hold daily promotions for selected products for a limited period of time. Special promotions attract bargain hunters and give our customers an additional incentive to visit our website and mobile apps regularly. We believe that timely and reliable fulfillment is critical to the continuing success of our business. To this end, we have incurred and will continue to incur significant expenditures in building and operating our own nationwide fulfillment infrastructure. The following are some of the advantages that derive from our nationwide fulfillment infrastructure: Delivery network and personnel . We deliver products directly to customers in almost all counties and districts across China. We deliver a majority of orders directly to customers ourselves, and therefore our customers interact with delivery personnel more often than with any other representatives of our company. For this reason, we place great emphasis on training our delivery personnel and setting up delivery stations in more and more counties and districts. We believe that our professionally trained delivery personnel are important in helping us to shape customer experience and distinguish ourselves from our competitors. Flexible delivery arrangements . We believe that timely and convenient delivery is an essential part of customer satisfaction, and we arrange our delivery schedule to suit our customers’ needs. Customers can choose their preferred delivery window during a day, including evening delivery in selected areas, when they place orders. Customers who need to reschedule a delivery can log into their account on our websites or mobile apps to look up the contact information for the delivery person and contact the delivery person directly themselves, provided that the delivery will be made by our employees. Comprehensive speedy delivery service . We introduced our 211 program in 2010. For goods that we have in stock at the corresponding regional fulfillment center or front distribution center, any orders received by the morning deadline (11:00 a.m. in most of the locations) will be delivered on the same day, and any orders received by the evening deadline (11:00 p.m.) will be delivered by 3:00 p.m. on the following day. Customers also can request that an order placed by 3:00 p.m. be delivered in the evening on the same day in selected cities. There is no extra charge for delivery under our 211 program for orders that satisfy the minimum size requirement, and customers can check the product page on our websites or through our mobile apps to see whether the product is in stock and thus eligible. The program does not cover delivery to addresses through third-party couriers or products shipped directly from our third-party merchants. Customers can request expedited delivery within two hours by paying an extra charge in the major cities where we have regional fulfillment centers. JD Logistics also provides scheduled delivery service in selected cities, allowing customers to choose a convenient delivery window within which to receive their goods. For luxury products, consumers in major cities can enjoy JD Luxury Express, a premium delivery service where a courier in suit, tie and white gloves will deliver to consumers’ doors. JD Logistics has launched a new premium logistics service with China Railway Corporation, leveraging domestic high-speed trains for secure, long-distance transportation of high-end goods and JD Luxury Express for the last-mile delivery. The combination has created a seamless network allowing customers to enjoy same-day delivery for high-end goods originating from non-local warehouses.
. Customers who prefer to pick up their order themselves can select a pickup station when placing the order and use the tracking function to find out when the order has arrived there. We have pickup stations at convenient locations across the country and payment can be made on the spot. Continuous expansion of delivery service. We have established and are making continuous efforts to further expand our cold-chain and cross-border logistics capabilities, and in new business areas, to expand product offerings while ensuring superior customer experience.
. Various kinds of online payment methods are offered to customers at the time they place their orders, such as Weixin Pay, JD Pay and UnionPay. Customers chose online payment approximately 98%98.5% of the time in 2019.2020.. We accept in almost all of the counties and districts across China where we make deliveries through our own delivery personnel. Our delivery personnel carry mobile POS machines for processing debit cards and credit cards and they also accept cash. . Customers may also choose to pay by postal money order. Enterprise customers can also make payment by wire transfer. In our online retail business, we sourced products from over 24,00031,000 suppliers as of December 31, 2019.2020. Procuring products on such a massive scale requires considerable expertise, which we have built up over a number of years. None of our suppliers accounted for over 10% (by value) of the products we purchased in 2019. In addition, we had over 270,000 third-party merchants on our online marketplace as of December 31, 2019. 2020.As we increase in scale in particular product categories, weWe expect to increase our direct purchases from manufacturers and, where appropriate, to become an authorized reseller. We believe that our ability to establish direct relationships with manufacturers will enable us to provide high-quality products and obtain better procurement terms and access to products. We believe that manufacturers and distributors consider us an important channel in certain product categories such as computers and mobile devices, and we are gaining significant traction in related categories like home electronics, where we are one of the largest online channels in China. Direct cooperation with manufacturers enables us to increase supply chain efficiency by minimizing supply chain costs and to give customers peace of mind about product quality. In addition, we have created an interface where our third-party merchants access reports regarding inventory status, purchase history and customer reviews of their products. Suppliers and third-party merchants can use this information in their marketing and product development efforts and also in managing their own inventory, which helps them manage costs and makes our services more valuable to them. We select suppliers and third-party merchants on the basis of brand, reliability, volume and price. They must be able to meet our demands for timely supply of authentic products and also provide high quality after-sale customer service. We perform background checks on our suppliers and third-party merchants and the products they provide before we enter into any agreement. We examine their business licenses and the qualification certificates for their products, and check their brand recognition and investigate the market acceptance of their products among players in the same industry. We also conduct on-site visits to assess and verify their location, business scale, production capacity, property and equipment, human resources, research and development capability, quality control system and fulfillment capability. We normally enter into one-year framework agreements with our suppliers and third-party merchants and renew them annually.
Our standard form contract requires suppliers and third-party merchants to represent that their goods are authentic and from lawful sources and do not infringe upon lawful rights of third parties and to pay us liquidated damages for any breach. We have also put stringent rules in place governing the operations of third-party merchants on our online marketplace. Third-party merchants will be subject to penalties or be asked to end their operations on our online marketplace if they violate the marketplace rules, for example by selling counterfeit products. We have a strict zero-tolerance policy for counterfeit products. We deliver a compelling customer experience by fulfilling orders quickly and accurately. To this end, we have built our nationwide fulfillment infrastructure for the prompt receipt, storage and shipment of our products. Our fulfillment infrastructure is primarily comprised of a nationwide warehouse and delivery network that we operate ourselves, supplemented by contracted third-party couriers to service areas that are not covered by our network. To further enhance inventory accountability and security, we track our inventory at all stages of the receiving and order fulfillment process.
Nationwide Fulfillment Infrastructure We have built a nationwide fulfillment infrastructure that we believe is the largest among all e-commerce companies in China. We had established regional fulfillment centers in seven major cities in China asAs of December 31, 2019: Shenyang in the northeast, Beijing in the north, Shanghai in the east, Wuhan in the center, Guangzhou in the south, Chengdu in the southwest and Xi’an in the northwest. We had also established front distribution centers in 28 cities stocking products that are in high demand and other additional warehouses in 54 cities in China as of December 31, 2019. We operated over 700 warehouses in 89 cities as of December 31, 2019, covering an aggregate gross floor area of approximately 16.9 million square meters, including2020, our warehouse space managed under the JD Logistics Open Warehouse Platform. Our comprehensive fulfillment facilitiesnetwork covered almost all counties and districts across China, asconsisting of over 900 warehouses operated by us and over 1,400 cloud warehouses operated by third-party warehouse owner-operators under our Open Warehouse Platform. As of December 31, 2020, our warehouse network had an aggregate GFA of approximately 21 million square meters, including the GFA of the same date.
cloud warehouses under our Open Warehouse Platform. The warehouse facilities we operate primarily include regional distribution centers (RDCs), front distribution centers (FDCs) and other warehouses. Our RDCs are capable of storing more SKUs and serve customers across a large region. As of December 31, 2020, we operated more than 300 RDCs covering seven regions in China, including North China, East China, Central China, Southeast China, Northeast China, Northwest China and Southwest China. Our FDCs are smaller warehouses that maintain fewer SKUs but stock products in high demand for their nearby areas and are therefore strategically located closer to end consumers to reach them at a faster speed. We deliver a majority of the orders directly to customers ourselves. We maintain cooperation arrangements with a number of third-party couriers to deliver our products to our customers in those areas not covered byduring peak seasons to supplement our own fulfillment infrastructure, particularly in smaller and less developed cities.delivery force. Third-party merchants also use third-party couriers if they do not use our delivery services. The following flow chart outlines our fulfillment process:
When a customer places an order, our delivery management system automatically processes the order and matches it to the warehouse or warehouses with the appropriate inventory. Picking is done on the basis of instructions that are generated automatically by our warehouse management system. The warehouse management system also automatically generates the bar codes and shipping labels that allow our staff to match the items to the correct order in the packing process. After picking, packing, and sorting, the order is shipped to a delivery or pickup station in the customer’s city for further handling and delivery. If a customer’s order contains products from different warehouses, the products will be combined at the last-mile delivery station and then sent to the customer in a single delivery. If the customer’s address is not one to which we make deliveries ourselves, we will have a third-party courier pick up the order at our sorting center to make the delivery. In some cases, we also use third-party couriers to transfer orders between a sorting center and a delivery station. Once the order has been shipped, our system automatically updates the inventory level for each product in the order, ensuring that additional inventory will be ordered as needed. Our customers can track the shipping status of their orders through our websites or mobile apps at each step in the process. We are in the process of constructing new warehouses on land where we have obtained land use rights. We believe that building our own warehouses will not only increase our storage capacity but will also allow us to restructure and reorganize our fulfillment workflow and processes. We also have a dedicated internal division, to explore research, development and application of smart logistics and unmanned technology, which we believe represent the future trend of the logistics industry. Through the development of a series of cutting-edge technologies such as intelligent hardware, internet of things, big data, robotics, image and vision recognition, machine learning, deep learning, and smart logistics devices, we intend to revolutionize the logistics industry. We are also experimenting with these technologies in a wide range of logistics business areas such as unmanned warehouses, drone delivery, self-driving vehicles, unmanned delivery stations and convenience stores, among others. We will continue to invest in smart logistics to improve the intelligence level of our logistics system and to provide consumers with an unparalleled shopping experience. Open Platform of Our Logistics Services We also open up our leading logistics infrastructure to our third-party merchants and partners beyond our e-commerce business. We have developed comprehensive logistics services and continuously strengthen our logistics service capability by adding new services such as on-demand delivery, cold-chain services and individual parcel delivery solutions. We provide services relating to almost all aspects of logistics operation, including warehousing management, storage, long-haul transportation, express and on-demand delivery and cold-chain and cross-border services, among others. We offer integrated supply chain management solutions to customers in various vertical markets. We also provide technology solutions for logistics operations to enable customers to transparently and effectively monitor, manage and optimize their logistic workflows.
Technology is the key to our future success. It enables better customer experience, higher efficiency and customer cost savings, while also serving as a vehicle to export our unique capabilities and cutting-edge innovation to benefit the whole industry and society. In December 2019, we formed the new JD Cloud & AI platform to spearhead our technology-related agenda. We have a large team consisting of research and development professionals primarily covering areas of AI, big data analytics and cloud computing. Together, these areas form our technology strategy. We strive to deliver services to our customers and become the most trusted technology service provider in the industry, powered by our large and sophisticated IT infrastructures. In addition to our core technology innovation, research and development, we also place a strong emphasis on data privacy and security. Protecting customer data and building trust is one of our core values. Operating in compliance with the most stringent standards and regulations both in China and globally, we provide our customers with a high level of security, privacy protection and ease of mind. In 2019,2020, we were named twothree years in a row as an AAA trusted cloud provider certified by the China Academy of Information and Communications Technology (CAICT.)(CAICT).
AI-powered Services Improving Customer Satisfaction and Partner Productivity We strive to offer the right product to the right customer at the right time through the right channel, known as our “4R” strategy. Technology is the foundation to achieve the 4R strategy. Through aggregation and analysis of customer behavioral big data, we derive deep insights about customer preferences and offer precision targeting for product recommendations. The access to customer insights also enables us to train and refine robust AI models, empowering a great customer experience. For example, our “Snapshop” feature allows users to identify products through uploaded pictures. Such technology is also publicly available through our open AI platform NeuHub and has been adopted by most major phone manufacturers in China to improve phone users’ shopping experiences. To support JD’s omni-channel strategy, our technologies are embedded in a multitude of retail scenarios, from online web and mobile shopping experience, to our offline ecosystem, including our JD Smart Speakers, 7FRESH stores, JD E-SPACE, a 50,000 square meter shopping mega store we launched in November 2019, and many JD Home outlets and unmanned convenience stores. Technology also permeates our customer service experience. Leveraging our cutting-edge technologies and big data, we provide an individualized shopping experience for each customer. We identify customers’ demands and provide accurate recommendations based on comprehensive algorithms derived from a large volume of data on customer behavior and preferences. OurOur AI-powered
services also empower our partners to improve their operational efficiency and productivity. Our marketing platform employs sophisticated AI and big data technologies to produce user behavior insights and provide brand marketers and third-party merchants with one-stop brand building and sales growth solutions. This not only reduces our marketers’ labor in marketing campaigns, but also improve their ROI. During promotion seasons, our AI-based agent helps third-party merchants efficiently respond to large volume of customer requests, cutting wait times and improving customer experience. AI-triaged calls effectively reduce manned calls and improve operational efficiency. Furthermore, our advanced AI custom service is integrated into our retail ecosystem of over 270,000 stores by way of our SaaS (software as a service) platform. Smart Retail & Supply Chain Technology Enhancing Operational Efficiency Through years of online operation, we have amassed a large amount of know-how and data across China’s e-commerce supply-chain, from product manufacturing, warehouse operations and distribution to sales and customer service information. Combining the power of big data analytics and AI on our intelligent cloud platform, we streamline production to improve sales and enhance customer satisfaction. In August 2019, our Smart Supply Chain AI Platform was selected by the Science and Technology Ministry as one of China’s Top 10 National Open Innovation Platform for Next Generation AI. Underlying this service is our Neuhub open AI platform. Launched in April 2018, Neuhub offers 40 AI APIs covering multiple areas, including natural language processing, speech recognition, computer vision and machine learning. Leveraging our smart retail and supply chain technology, we provide technology solutions for our logistics operations to enable customers to transparently and effectively monitor, manage and optimize their logistic workflows.
At the infrastructural level, our cloud service offers a robust platform that serves both our own online business as well as external government and enterprise customers. During the two major online shopping events in 2019,2020, our cloud platform had a solid operational performance by recording 99.95% of service level agreements (SLAs) and having zero outages. According to IDC’s China Public Cloud Service Market report published in the first quarter of 2019,2020, we are one of China’s top 10 public cloud IaaS (infrastructure as a service) providers. Technology Transcending Boundaries of Smart Logistics In 2019, we enhanced our capabilities and operations of unmanned delivery vehicles, including our in-house level 4 (L4) autonomous delivery robots. Level 4 refers to “high driving automation,” which means that no human intervention is needed as long as the system is operating within a certain geo-fenced area. Besides self-driving robots, we also deployed unmanned drones for parcel delivery in certain areas. Furthermore, we also leverage AI technologies to detect and triage mishandling of packages within our fulfillment infrastructure, reducing goods damaged while improving customer satisfaction.
We believe that the most effective form of marketing is to continually enhance our customer experience, as customer satisfaction engenders referrals and repeat purchases. We have been able to build an extensive base of loyal customers primarily through providing superior customer experience and conducting marketing and brand promotion activities. In addition to continuing marketing activities through traditional online and offline channels, we have also designed innovative programs and promotion activities to further enhance the brand awareness of both ourselves and our partners and to better reach our customers. We have launched a series of successful joint marketing campaigns such as “Super Brand Days,” “Super Category Days” and “Super New Product Days.” We will continue to leverage our data-driven customer insights to provide customized marketing tools and campaigns for business partners and help them to develop brand recognition in China. We have also made progress in social e-commerce innovations, particularly benefiting from access points within Weixin and QQ channels, both of which have a large mobile internet user base. Through leveraging more targeted, innovative and interactive marketing tools, we can help brands on the platform increase exposure, drive traffic and achieve deeper penetration into lower-tier cities and attract younger generations. With the increasing popularity of mobile internet-enabled devices, over 90% of our orders fulfilled were placed through our mobile apps in 2019.2020. In order to further improve the customer experience and increase user engagement on the mobile internet, we are exploring cooperation opportunities with many business partners on the mobile side. In addition, we have formed strategic partnerships with a number of major internet companies in China, aiming at leveraging these companies’ massive user bases to strengthen collaboration in targeted marketing, user access points and content-driven marketing. We incurred RMB14,918 million, RMB19,237 millionRMB19.2 billion, RMB22.2 billion and RMB22,234 millionRMB27.2 billion (US$ 3,194 million)4.2 billion) of marketing expenses in 2017, 2018, 2019 and 2019,2020, respectively. The online retail industry in China is intensely competitive. Our current or potential competitors include (i) major e-commerce companies in China that offer a wide range of general merchandise product categories, such as Alibaba Group, which operates and , and (ii) major traditional retailers in China that are moving into online retailing, such as Suning Appliance Company Limited, which operates . We also face competition from online retail companies in China focused on specific product categories and from physical retail stores, including big-box stores that also aim to offer a one-stop shopping experience. We anticipate that the online retail market will continually evolve and will continue to experience rapid technological change, evolving industry standards, shifting customer requirements, and frequent innovation. We must continually innovate to remain competitive. We believe that the principal competitive factors in our industry are: brand recognition and reputation;
product quality and selection; pricing;
fulfillment capabilities; and customer service. In addition, new and enhanced technologies may increase competition in the online retail industry. New competitive business models may appear, for example based on new forms of social media or social commerce. We believe that we are well-positioned to effectively compete on the basis of the factors listed above. However, some of our current or future competitors may have longer operating histories, greater brand recognition, better supplier relationships, larger customer bases or greater financial, technical or marketing resources than we do.
We experience seasonality in our business, reflecting a combination of seasonal fluctuations in customer purchases, promotional events, and traditional retail seasonality patterns. For example, we generally experience less user traffic and purchase orders during national holidays in China, particularly during the Chinese New Year holiday season in the first quarter of each year. Furthermore, sales in the traditional retail industry are significantly higher in the fourth quarter of each calendar year than in the preceding three quarters. E-commerce companies in China hold special promotional campaigns on November 11 each year that tend to boost sales in the fourth quarter relative to other quarters, and we hold a special promotional campaign in the second quarter of each year, on June 18, to celebrate the anniversary of the founding of our e-commerce business. Overall, the impact of seasonality on our business has been relatively mild due to our rapid growth but we have seen an upward trend and such a trend may continue in the future. Due to our limited operating history, the seasonal trends that we have experienced in the past may not apply to, or be indicative of, our future operating results. We regard our trademarks, copyrights, patents, domain names, know-how, proprietary technologies, and similar intellectual property as critical to our success, and we rely on copyright, trademark and patent law and confidentiality, invention assignment and non-compete agreements with our employees and others to protect our proprietary rights. As of December 31, 2019,2020, we owned approximately 1,2002,300 computer software copyrights in China relating to various aspects of our operations and maintained approximately 11,70015,000 trademark registrations inside China and approximately 1,9002,500 trademark registrations outside China. We had approximately 4,3007,000 trademark applications inside China and approximately 1,7001,900 outside China. As of December 31, 2019,2020, we had approximately 2,7003,600 patents granted in China, approximately 160250 patents granted outside China, approximately 7,1009,000 patent applications pending in China and approximately 410520 patent applications pending outside China. As of December 31, 2019,2020, we had registered approximately 6,6008,400 domain names. Our registered domain names include jd.com, 360buy.com, jdcloud.com, jdl.cn and jdwl.com,jdhealth.com, among others. We maintain various insurance policies to safeguard against risks and unexpected events. We have purchased all risk property insurance covering our inventory and fixed assets such as equipment, furniture and office facilities. We maintain public liability insurance for our business activities at 2755 locations. We also provide social security insurance including pension insurance, unemployment insurance, work-related injury insurance, maternity insurance and medical insurance for our employees. Additionally, we provide group accident insurance for all employees and supplementary medical insurance for all management and technology and other professional personnel. We do not maintain business interruption insurance other than in connection with the fixed business premises of our 7FRESH business, nor do we maintain product liability insurance or key-man life insurance. We consider our insurance coverage to be sufficient for our business operations in China.
Enterprise Social Responsibility Having a positive impact on the communities in which we operate is an integral part of our business, and we maintain that our core values. Our commitment to partners, customers, investors, our employees and society as a whole are the foundation upon which we build a healthy, vibrant and sustainable ecosystem. Combined with an unrelenting focus on developing our technology capabilities to improve efficiency and service, we have laid the groundwork for many years of robust growth. We are committed to leveraging our technology, logistics infrastructure and relationships with consumers and suppliers to benefit society. We believe in putting our business assets to use to build not only the future of retail, but also a better future for all stakeholders. Our core foci in social responsibility includes environmental sustainability, employee care, poverty alleviation and more. In 2014, we also established the JD Foundation to manage charity- relatedcharity-related projects.
Environmental Sustainability . Powered by Technology for A More Productive and Sustainable World” is our mission and core strategy of social responsibility. We have always been committedcontinue creating values for economic development, environmental friendliness, and social harmony, based on the technological driver from our Digitally Intelligent Social Supply Chain and the organizational driver from corporate governance, employees, and business partners. We help establish a more productive and sustainable future in terms of promoting employment, enhancing rural revitalization, improving social efficiency, driving high-quality consumption, facilitating the digitalization of the real economy, and supporting supply-side structural reforms, thereby proactively being accountable for social responsibility.In light of this, we issue our first ESG report which covers more details. To highlight a few points: based on its operating and business advantages, we build a green andlow-carbon business model with three dimensions: covering its own operations, supply chain management, and consumer influence to usingachieve green economic development and jointly build the green community. On green operations, we aim to lead by example through the company’s own green operations with a lower carbon footprint and greening our business world. For example, we actively implement the concept of green procurement, comprehensively considering the energy-saving and environmental protection benefits of product design, procurement, production, packaging, logistics, sales, service, recycling, and reducing resource consumption, environmental degradation reuse. Onlow-carbon and pollution in the process of storage, transportation and packaging. Together with brand designers, manufacturers, logistics companies, packaging companies, industry associations, among others, we further enhanced our “Green Stream Initiative,” a joint green supply chain, campaignwe replace traditional fuel-combustion trucks with the goal of improving the utilization rate of supply chain resources and reducing carbon emissions. Additionally, as part of our commitment to sustainable energy, JD Logistics is gradually upgrading its nationwide fleet of delivery trucks, as well as those of its third party partners, to new energy vehicles.vehicles, leading to the development of green transportation. From 2017 to 2020, JD Logistics has also partnered with several brandslaunched new energy vehicles in more than 50 cities in 7 regions across China, reducing at least 120,000 tons of carbon dioxide emissions per year. In addition, we have built and introduced more than 1,600 charging stations nationwide to promote reusable packaging acrossbetter support the entire supply chain.charging services of the vehicles. We use big data to carry out real-time optimal route planning and storage network planning to reduce the number of vehicles in transit, increase the full load rate of return vehicles, and optimize the efficiency of logistics transportation. We proactivelyOn green lifestyle advocacy, consumers preferences for more sustainable lifestyles and consumption are leading to changes in market demand. This is driving industries to transition towards greener development models can lead sustainable lifestyles and can participate in the promotion ofand promote sustainable production and consumption. In 2013, we issued the first ever digital invoice in China and as of the date of this annual report, we have already issued more than 4.6 billion digital invoices across China and replaced paper invoices with digital invoices for all retail orders. Meanwhile, we launched the “Recycling Plan” in many cities in China to help recycle clothing and toys to reduce carbon emissions and environmental pollution through donation or professional recycling.
development. In 2019, we enhanced our Environmental, Social and Governance (ESG) programjoined hands with the World Wide Fund for Nature (WWF) to launch the “Giant Panda-Friendly Enterprise Alliance.” With the help of our platform, we drive upstream business partners to develop sustainable products with agricultural products from the ChinaE-Commerce
& Logistics Packaging Standard Alliance togetherpanda habitat, while using trustworthy products. This platform provides consumers with several internationally recognized brands. This alliance aims to optimize the usage of packaging materials in China by establishing nationwidee-commercerich, high-quality, and responsible consumption choices.
packaging standards. JD Logistics has also expanded its box recycling initiative across China with customer incentives provided in the form of rebates. In 2019, we have used green recycling boxesWe will continue improving our ESG governance structure and cold chain containers 47 million times,system, enhance regulation and saved 600,000 tons of paper through using lighterlaw compliance, information security, operational safety, realizing the coordination between expectations from external stakeholders and recycling boxes, going paperless, electronic order slips and more. We’ve also committed to the standardization of green logistics, promoting the tape to be narrowed from 53mm to 45mm, banning layer by layer winding as a standardized packaging process, setting the industry standard and benchmark.internal growth.
We have always striven to provide employees with comprehensive social benefits, a diverse work environment and a wide range of career development opportunities. We have invested significant resources in employee career development and training. In 2019,2020, we clarified talent criteria and applied it to the entire talent management process. Throughout the entire year, we not only focused on the improvement of employees’ professional development, but also made efforts to incentivize our employees to have a “sense of goals” and “sense of fulfillment”.fulfillment.” Additionally, we placed special emphasis on the building of a talent pipeline and cohesive organizational culture. We have established a comprehensive system for employee training and development, covering leadership, general competencies, professional competencies, and others. Our comprehensive training program includes corporate culture, employee rights and responsibilities, team building, professional behavior, job performance, management skills, leadership, and administrative decision-making. In 2019,2020, we provided more than 7,92511,800 training courses online and offline for employees. In 2019,2020, we also initiatedcontinued to improve employee surveys through our internal communication tools on a routine basis, covering a broad range of topics such as company culture, team cooperation, compensation satisfaction, and others. The surveys helped the management team better understand employees’ needs and thus improved the health of the overall organization.
We won a number of employer awards in 2019, among which the most influential include: Universum’s 2019 Campus Most Attractive Employer Award at the international level, Zhaopin.com’s 2019 Best Employer Award and 58.com’s 2019 China Employer Brand Award in China.
“JD RUN” is an influential employer brand project in China.China which achieved Most Valuable Learning and Development of China Award in 2020. The project adopts training, internship and project competition to build the most valuable internship platform in the industry, improving the employment rate of interns from JDRUN, and helping the company continuously bring in top quality, energetic staff. Leveraging our strong supply chain, cutting-edge technologies and logistics network, we participate in poverty alleviation efforts in rural areas. We pioneered our rural e-commerce strategy, aiming to make agricultural products in rural areas available online and at the same time, allow authentic products to reach residents in rural areas. We operate China’s trusted online donation platform, through which our customers can purchase products and donate them directly to non-profit organizations and groups in need across China, leveraging our in-house logistics network. To ensure the transparency of the process, we allow customers to track the delivery status of their donations online to make sure their donation reaches the intended recipient. Since the outbreak of theCOVID-19 pandemic, we have spared no efforts in fighting the virus. We leverage our leading advantages in the supply chain and logistics fields through a series of efficient, reliable, and innovative anti-epidemic measures to meet social needs with medical resources and daily necessities. We help solve challenges generated byCOVID-19, promote economic recovery by “new infrastructure,” and protect public health and safety with care and love.After the outbreak, we responded quickly and set up a leading group to make major decisions and overall deployment. We also immediately established a special team for epidemic prevention and control. The emergency working groups of eachsub-groups and departments implement specific tasks to ensure a quick response mechanism that is live 24/7. We continue delivering social value in anti-epidemic measures, boosting the economy, ensuring people’s livelihoods, and stabilizing employment. We have done our utmost to help peopleinvested more than one billion RMB in Wuhandonations of protective and throughout China. Immediately aftermedical supplies, guaranteeing the announcementtransportation capacity of quarantinespecial lines in Wuhan, we put together a task force to lead our epidemic relief efforts,Hubei and took swift action to donate critically needed medical supply to hospitalspeople’s livelihoods in key areas, and charity organizationsinvesting in Wuhan, including a large amount of faceplatform partners’ businesses. Emergency assistance — We have donated 1.08 million facial masks and protectivetens of thousands of medical materials, which were in urgent demandsupplies to Hubei Charity Federation and short in supply. To ensure timely supplyWuhan Hospital at the start of the pandemic. From January 21, 2020 to March 31, 2020, JD Logistics transported more than 70 million medical emergency supplies for free, with a total weight of more than 30,000 tons, and deliverydelivered more than 10,000 tons of medical emergency supplies and daily necessities in Wuhan,from all over the world to Hubei Province. In addition, JD Logistics opened a dedicated channel for relief materials comingsent nearly 30,000 pieces of luggage from the medical assistance teams in Hubei to more than 30 provinces across the country. In doing so,country for free. Science and technology — JD Logistics applied our advanced supply chain technology and expertise, and deployed various technologiesDigits has launched epidemic inquiry robots to provide the public with emergency services such as AI, Big Dataonline consultation, epidemic knowledge distribution, epidemic monitoring, and IoT intomedicine delivery. JD Digits develops a dozenplatform releasing emergency resource information that can conduct intelligent searches and matchfor governments, enterprises, and public welfare organizations. In addition, we have built an “outbreak situation awareness system for high-risk populations” to provide technical support for epidemic prevention solutionsand control. JD Digits independently researches and develops AI robots for indoor transportation to support the relief effortsdelivery of medical supplies during the pandemic. Moreover, JD Logistics has launched a “contactless delivery” model for smart vehicles in multiple cities to reduce pandemic exposure risks in the express transportation industry. Protecting public health — JD Logistics provides a healthy environment for front-line service personnel and policies of Hubei government. Meanwhile, we took the health and safety of our employees as our top priority. We provided all of our frontline employees withprovides more than 10 million facial masks and other protective equipment immediately afteranti-epidemic materials and insurance to front-line employees to ensure a safe working environment to the outbreak. We also introducedgreatest extent. JD Digits provides free “new crown pneumonia” insurance protection for front-line medical personnel, our front-line employees and their families in the fight against the pandemic. The insurance benefit is RMB300,000 per person, and a seriesmaximum of new policies, such as subsidies,RMB1 million for family members who pass away or become disabled due to coronavirus. So far, over 100,000 people who meet the insurance conditions for fighting the epidemic have received insurance for free. In addition, JD Health provides a free online consultation platform for medical consultation and psychological counseling services. During the period from January 26, 2020 to April 30, 2020, the platform has served more than 11 million users. Moreover, JD Health launched “Patients with Chronic Diseases Medicine Help Platform,” which assists patients with chronic diseases.
Comprehensive assistance to recovery — On February 2, 2020, we launched multiple subsidy projects for platform merchants, which include fee reductions, financial and waivers,logistics support, traffic support, technical support, health protection, etc. On February 8, 2020, we announced an additional RMB100 million subsidy to help third-party merchants on our platform.that entered JD Logistics’s warehouses. On March 4, 2020, we announced that we would invest RMB1.5 billion in resources to launch the “Spring Rain Plan,” which is to integrate all platform marketing capabilities to support key categories. The plan provides more traffic to unmarketable brands and merchants and achieves the online work resumption of offline stores through an omni-channel model. Furthermore, the special policies that lower the threshold for merchants to enter the platform dissolve the “dammed lake,” thereby unblocking an otherwise stagnant industry chain. Through multiple policies, We provides morelow-priced products to consumers, fully satisfying post-pandemic material, thereby boosting consumer confidence, and helping the entire industry chain return to the fast lane. This section sets forth a summary of the most significant rules and regulations that affect our business activities in China. Regulations Relating to Foreign Investment Investment activities in the PRC by foreign investors are principally governed by the Catalog of Industries for Encouraging Foreign Investment, or the Encouraging Catalogue, and the Special Management Measures (Negative List) for the GuidanceAccess of Foreign Investment, Industry, or the Catalogue,Negative List which waswere promulgated and isare amended from time to time by the Ministry of Commerce, or MOFCOM, and the National Development and Reform Commission, or NDRC, and together with the FIL and their respective implementation rules and ancillary regulations. The Encouraging Catalogue laysand the Negative List lay out the basic framework for foreign investment in China, classifying businesses into three categories with regard to foreign investment: “encourage,”“encouraged”, “restricted” and “prohibited.”“prohibited”. Industries not listed in the Encouraging Catalogue, are generally deemed as falling into a fourth category “permitted” unless specifically restricted by other PRC laws. On June 30, 2019, MOFCOM and the NDRC releasedpromulgated the Catalogue of Industries for Encouraging Foreign Investment (2019(2020 Version), on December 27, 2020, and the Special Management Measures (Negative List) for the Access of Foreign Investment (2019)(2020), or the 20192020 Negative List, which became effective on July 30, 2019,June 23, 2020, to amend and supplement the Catalogue and replace the previous encouraging catalogue and negative list thereunder.Eachthereunder. Each of Jingdong Century and Shanghai Shengdayuan primarily engages in the online wholesale and retail of products, the development of computer network technology, technical consultancy and technical services, which are in the permitted category.
On March 15, 2019, the National People’s Congress promulgated the FIL, which has become effective on January 1, 2020 and replaced the Outgoing FIE Laws. The FIL, by means of legislation, establishes the basic framework for the access, promotion, protection and administration of foreign investment in view of investment protection and fair competition.
According to the FIL, foreign investment shall enjoy pre-entry national treatment, except for those foreign invested entities that operate in industries deemed to be either “restricted” or “prohibited” in the “negative list.” The FIL provides that foreign invested entities operating in foreign “restricted” or “prohibited” industries will require entry clearance and other approvals. The FIL does not comment on the concept of “de facto control” or contractual arrangements with variable interest entities, however, it has a catch-all provision under definition of “foreign investment” to include investments made by foreign investors in China through means stipulated by laws or administrative regulations or other methods prescribed by the State Council. Therefore, it still leaves leeway for future laws, administrative regulations or provisions to provide for contractual arrangements as a form of foreign investment. See “Item 3. Key Information—D. Risk Factors—Our current corporate structure and business operations may be affected by the newly enacted Foreign Investment Law.” The FIL also provides several protective rules and principles for foreign investors and their investments in the PRC, including, among others, that local governments shall abide by their commitments to the foreign investors; foreign-invested enterprises are allowed to issue stocks and corporate bonds; except for special circumstances, in which case statutory procedures shall be followed and fair and reasonable compensation shall be made in a timely manner, expropriate or requisition the investment of foreign investors is prohibited; mandatory technology transfer is prohibited, allows foreign investors’ funds to be freely transferred out and into the territory of PRC, which run through the entire lifecycle from the entry to the exit of foreign investment, and provide an all-around and multi-angle system to guarantee fair competition of foreign-invested enterprises in the market economy. In addition, foreign investors or the foreign investment enterprise should be imposed legal liabilities for failing to report investment information in accordance with the requirements. Furthermore, the FIL provides that foreign invested enterprises established according to the existing laws regulating foreign investment may maintain their structure and corporate governance within five years after the implementing of the FIL, which means that foreign invested enterprises may be required to adjust the structure and corporate governance in accordance with the current PRC Company Law and other laws and regulations governing the corporate governance.
On December 26, 2019, the State Council promulgated the Implementation Rules to the Foreign Investment Law, which became effective on January 1, 2020. The implementation rules further clarified that the state encourages and promotes foreign investment, protects the lawful rights and interests of foreign investors, regulates foreign investment administration, continues to optimize foreign investment environment, and advances a higher-level opening. On December 30, 2019, MOFCOM and the SAMR, jointly promulgated the Measures for Information Reporting on Foreign Investment, which became effective on January 1, 2020. Pursuant to the Measures for Information Reporting on Foreign Investment, where a foreign investor carries out investment activities in China directly or indirectly, the foreign investor or the foreign-invested enterprise shall submit the investment information to the competent commerce department. According to the Measures for the Security Review of Foreign Investment promulgated by the NDRC and the MOFCOM on December 19, 2020 and became effective on January 18, 2021, the NDRC and the MOFCOM will establish a working mechanism office in charge of the security review of foreign investment. Such measures define foreign investment as direct or indirect investment by foreign investors in the PRC, which includes (i) investment in new onshore projects or establishment of wholly foreign owned onshore companies or joint ventures with foreign investors; (ii) acquiring equity or asset of onshore companies by merger and acquisition; and (iii) onshore investment by and through any other means. Investment in certain key areas with bearing on national security, such as important cultural products and services, important information technology and internet services and products, key technologies and other important areas with bearing on national security which results in the acquisition of de facto control of investee companies, shall be filed with a specifically established office before such investment is carried out. What may constitute “onshore investment by and through any other means” or “de facto control” could be broadly interpreted under such measures. It is likely that control through contractual arrangement be regarded as de facto control based on provisions applied to security review of foreign investment in the free trade zone. Failure to make such filing may subject such foreign investor to rectification within prescribed period, and will be recorded as negative credit information of such foreign investor in the relevant national credit information system, which would then subject such investors to joint punishment as provided by relevant rules. If such investor fails to or refuses to undertake such rectification, it would be ordered to dispose of the equity or asset and to take any other necessary measures so as to return to the status quo and to erase the impact to national security. Foreign Investment in Value-Added Telecommunications Businesses.Businesses The Regulations for Administration of Foreign-invested Telecommunications Enterprises promulgated by the State Council in December 2001 and subsequently amended in September 2008 and February 2016 set forth detailed requirements with respect to capitalization, investor qualifications and application procedures in connection with the establishment of a foreign-invested telecommunications enterprise. These regulations prohibit a foreign entity from owning more than 50% of the total equity interest in any value-added telecommunications service business in China and require the major foreign investor in any value-added telecommunications service business in China have a good and profitable record and operating experience in this industry. However, the 20192020 Negative List allows foreign investors to hold more than 50% equity interests in a value-added telecommunications service provider engaging in e-commerce, domestic multiparty communication, and call center businesses. Since the 2019 Negative List was recently amended, there exist uncertainties with respect to its interpretation and implementation by authorities. Due to these regulations, we operate our website through Jingdong 360, one of our consolidated variable interest entities.
In July 2006, the Ministry of Information Industry, the predecessor of the Ministry of Industry and Information Technology, or the MIIT, issued the Circular on Strengthening the Administration of Foreign Investment in the Operation of Value-added Telecommunications Business, pursuant to which a PRC domestic company that holds an operating license for value-added telecommunications business, which we refer to as an ICPa Value-added Telecommunication License, or a VAT License, is prohibited from leasing, transferring or selling the ICPVAT License to foreign investors in any form and from providing any assistance, including resources, sites or facilities, to foreign investors that conduct a value-added telecommunications business illegally in the PRC. Further, the domain names and registered trademarks used by an operating company providing value-added telecommunications services must be legally owned by that company or its shareholders. In addition, the company’s operational premises and equipment must comply with the approved coverage region on its ICPVAT License, and the company must establish and improve its internal internet and information security policies and standards and emergency management procedures. If an ICPa VAT License holder fails to comply with the requirements and also fails to remedy such non-compliance within a specified period of time, the MIIT or its local counterparts have the discretion to take administrative measures against the license holder, including revoking its ICP license.VAT License. Jingdong 360, the operator of our website, owns the relevant domain names and registered trademarks and has the necessary personnel to operate the website. We are required to hold a variety of licenses and permits in connection with various aspects of our business, including the following: Value-added Telecommunication License.License The Telecommunications Regulations promulgated by the State Council and its related implementation rules, including the CatalogueCatalog of Classification of Telecommunications Business issued by the MIIT, categorize various types of telecommunications and telecommunications-related activities into basic or value-added telecommunications services, and internet information services, or ICP services, are classified as value-added telecommunications businesses. Under the Telecommunications Regulations, commercial operators of value-added telecommunications services must first obtain an ICPa VAT License from the MIIT or its provincial level counterparts. Pursuant to the Administrative Measures on Internet Information Services promulgated by the State Council in 2000 and amended in 2011, a commercial ICP service operator must obtain an ICP License from the relevant government authorities before engaging in any commercial ICP service in China. When the ICP service involves areas of news, publication, education, medical treatment, health, pharmaceuticals and medical devices, and if required by law or relevant regulations, specific approval from the respective regulatory authorities must be obtained prior to applying for the ICP License from the MIIT or its provincial level counterpart. In 2017, the MIIT replaced the Administrative Measures on Telecommunications Business Operating Licenses promulgated in 2009 by promulgating the Administrative Measures on Telecommunications Business Operating Licenses, which set forth more specific provisions regarding the types of licenses required to operate value-added telecommunications services, the qualifications and procedures for obtaining such licenses and the administration and supervision of such licenses. Jingdong 360, as our ICP operator, holds an ICP License issued by the Beijing Telecommunications Administration for the provision of information services through the internet, anda VAT License issued by Beijing Telecommunication Administration for the provision of online data processing and transaction processing services and also a value-added telecommunication licenseVAT License issued by the MIIT for the provision of information services through a mobile network, the provision of internet data center services, internet access services, cellular mobile communications services provided in the means of resale, content delivery network services and information services. Internet Publication License/Network Publication Service License. The National RadioPress and TelevisionPublication Administration or NRTA, formerly known aswas established and assigned to undertake the administration of publication activities in China from the State Administration of Press and Publication, Radio, Film and Television, or the SAPPRFT, which iswas integrated from the State Administration of Radio, Film and Television, and the General Administration of Press and Publication established in March 2018 as a result of institutional reform, is the government agency responsible for regulating publication activities in China.2013. In June 2002, the MIIT and the General Administration of Press and Publication jointly promulgated the Tentative Administrative Measures on Internet Publication, which require internet publishers to obtain a license from the General Administration of Press and Publication to conduct internet publication activities. In February 2016, the SAPPRFT and the MITT jointly issued the Administrative Measures on Network Publication, which took effect in March 2016 and replaced the Tentative Administrative Measures on Internet Publication. The Administrative Measures on Network Publication further strengthened and expanded the supervision and management on the network publication service. Pursuant to the Administrative Measures on Network Publication, entities engaging in the network publication service are required to obtain a network publication service license from a competent administrative authority; the network publishing services refer to the activities of providing network publications to the public through information networks; and the network publications refer to the digitalized works with the publishing features such as editing, producing and processing. The Administrative Measures on Network Publication also provide the detailed qualifications and application procedures for obtaining a Network Publication Service License. Jingdong 360 holds a Network Publication Service License, which will expire in December 2021.
Online Culture Operating Permit. The Provisional Measures on Administration of Internet Culture, promulgated by the former Ministry of Culture in 2011 (as amended in 2017) and other related rules require entities to obtain an Online Culture Operating Permit from the applicable provincial level culture administrative authority to engage in activities related to “online cultural products.” Cultural products include music, performances, performing arts, works of art, and animation features and cartoons, while “online” includes both products produced for the internet and products converted from offline products and disseminated over the internet. Jingdong 360 holds an Online Culture Operating Permit issued by the Beijing Municipal Bureau of Culture and Tourism, which will remain valid until December 2020.2023.Internet Drug Information Service Qualification Certificate. In July 2004, the State Food and Drug Administration, or the SFDA, the predecessor of the National Medical Products Administration, or the NMPA, promulgated the Administrative Measures on Internet Drug Information Service (amended in November 2017). In addition, the Standing Committee of the National People’s Congress further amended the Drug Administration Law on August 26, 2019, which became effective on December 1, 2019. These laws and measures, together with certain implementing rules and notices promulgated by the SFDA or the NMPA, set out regulations governing the classification, application, approval, content, qualifications and requirements for internet drug information services. An ICP service operator that provides information regarding drugs or medical devices must obtain an Internet Drug Information Service Qualification Certificate from the applicable provincial level administrative authority. Jingdong 360 holds an Internet Drug Information Service Qualification Certificate issued by the Beijing Drug Administration for the provision of internet medical information services, which will remain valid until July 2024. Courier Service Operation Permit. Pursuant to the PRC Postal Law, the Administrative Measures on the Courier Service Market and the Administrative Measures on Courier Service Operation Permits, any entity engaging in courier services must obtain a Courier Service Operation Permit from the State Post Bureau or its local counterpart and is subject to their supervision and regulation. Entities applying for a permit to operate courier services in a certain province should apply to the provincial level post bureau, while an entity applying for a permit to operate courier services across multiple provinces should apply to the State Post Bureau. An entity holding a cross-provincial Courier Service Operation Permit may provide courier services in cities other than its place of registration by establishing new branches at these cities and then filing with the relevant provincial post bureau for those branches. In addition, pursuant to the Interim Regulations of Courier which came into effect in May 2018 and was further amended in March 2019, express delivery operators and their branches may open express delivery terminal outlets according to their business needs, and shall file with the local postal administrations in the places where such terminal outlets are located within 20 days from the date of opening such terminal outlets. Express delivery terminal outlets are not required to obtain a business license. The courier business must be operated within the permitted scope and valid term of the Courier Service Operation Permit. As of December 31, 2019,2020, Jingbangda had obtained one cross-provincial Courier Service Operation Permit, and its 37 subsidiaries had obtained Courier Service Operation Permits. We are in the process of making filings with local postal administrations for express delivery terminal outlets of Jingbangda and its branches. See “Item 3.D. Key Information—Risk Factors—Risks Related to Our Business—Any lack of requisite approvals, licenses or permits applicable to our business may have a material and adverse impact on our business, financial condition and results of operations.” Road Transportation Operation Permit. Under the Regulations on Road Transportation promulgated by the State Council in April 2004 and as amended, and the Provisions on Administration of Road Transportation and Stations (Sites) issued by the Ministry of Transport in June 2005 and as amended, anyone engaging in the business of operating road transportation must obtain a Road Transportation Operation Permit, and each vehicle used for shipping must have a Road Transportation Certificate. As of December 31, 2019,2020, Xi’an Jingdong Xuncheng and its 10 branches and 1 subsidiary,two subsidiaries, Jingbangda and its 3332 subsidiaries and two branches had obtained Road Transportation Operation Permits that allow these entities to provide road freight transportation services. See “Item 3.D. Key Information—Risk Factors—Any lack of requisite approvals, licenses or permits applicable to our business may have a material and adverse impact on our business, financial condition and results of operations.” Unmanned Aerial Vehicle Business License. In March 2018, Civil Aviation Administration promulgated the Administrative Measures for Profit-oriented Flight Activities of Civil Unmanned Aerial Vehicles (for Provisional Implementation), pursuant to which an Unmanned Aerial Vehicle Business License shall be obtained for the use of unmanned aerial vehicles for commercial flight activities, and no commercial flight activities shall be conducted without an Unmanned Aerial Vehicle Operation Permit. TwoThree subsidiaries of Xi’an Jingdong Xincheng, have obtained the Unmanned Aerial Vehicle Operation Permit.
Publication Operation Permit. In May 2016, the Ministry of Commerce and the SAPPRFT jointly promulgated the Administrative Measures for the Publication Market (2016 Version), or the Publication Market Measures (2016 Version), which replaced the Administrative Measures for the Publication Market (2011 Version). According to the Publication Market Measures (2016 Version), where an entity or individual is engaged in the distribution of publications via the internet or other information networks, the entity or individual is required to obtain a Publication Operation Permit. Entities and individuals engaged in the wholesale or retail of publications are required to carry out the relevant activities within the scope of a Publication Operation Permit. Where an entity or individual has obtained the Publication Operation Permit and is engaged in the distribution of publications via the internet or other information networks within the approved business scope, the entity or individual is required to complete record filing with the publication administrative department within 15 days after launching the online distribution business. We engage in wholesale and retail of books and audio and video products and other publications through Jiangsu Yuanzhou, Beijing Jingdong Century Information Technology Co., Ltd., Guangzhou Jingdong Trading Limited, Shenyang Jingdong Century Trading Co., Ltd. and Shanghai Yuanmai Trading Co., Ltd. Each of themthese entities has obtained a Publication Operation Permit. China has adopted a licensing system for food supply operations under the Food Safety Law and its implementation rules. Entities or individuals that intend to engage in food production, food distribution or food service businesses must obtain licenses or permits for such businesses. Pursuant to the Administrative Measures on Food Operation Licensing issued by the SFDA in August 2015 and amended in November 2017, an enterprise needs to obtain a Food Operation Permit from the local food and drug administration, and the permits already obtained by food business operators prior to the effective date of these new measures will remain valid for their originally approved validity period. We sell food, liquor and nutritional supplements through our mobile apps and websites. Our PRC subsidiaries or their branches engaging in food operation business have obtained Food Operation Permits. Medical Device Operation Enterprise Permit. The Regulations on Supervision and Administration of Medical Devices, issued by the State Council in 2000 and further amended in March 2014 and May 2017, divide medical devices into three types. Enterprises engaging in the sale of Type II medical devices must file with the relevant drug supervision and administration authority while those engaging in the sale of Type III medical devices must obtain a Medical Device Operation Permit from the relevant drug supervision and administrative authority. Beijing Jingdong Century Information Technology Co., Ltd. , a (a subsidiary of Jingdong Century, hasCentury) , Beijing Jingdong Hongjian Jiankang Co., Ltd. and certain other subsidiaries of Beijing Jingdong Jiankang Co., Ltd. have obtained a Medical Device Operation PermitPermits for the sale of several types of Type III medical devices, which remains valid until October 2021.devices.Permit for Production and Operation of Radio and TV Programs. Under the Regulations on the Administration of Production of Radio and Television Programs issued by the State Administration of Radio, Film and Television in July 2004 and amended in August 2015, any entities that engage in the production of radio and television programs are required to apply for a Permit for Production and Operation of Radio and TV Programs from the competent administrative authority. Entities with this permit must conduct their business operations in compliance with the approved scope of production and operation. Furthermore, entities other than radio and TV stations are prohibited from producing consolidated radio and TV programs regarding current political news or similar subjects. Jingdong 360 has obtained a Permit for Production and Operation of Radio and TV Programs, which remains valid until March 2021.June 2023.Regulations Relating to E-Commerce China’s e-commerce industry is at a relatively early stage of development and there are few PRC laws or regulations specifically regulating the e-commerce industry. In May 2010, the State Administration of Industry and Commerce adopted the Interim Measures for the Administration of Online Commodities Trading and Relevant Services, which took effective in July 2010. Under these measures, enterprises or other operators which engage in online commodities trading and other services and have been registered with the State Administration of Industry and Commerce or its local branches must make the information stated in their business license available to the public or provide a link to their business license on their website. Online distributors must adopt measures to ensure safe online transactions, protect online shoppers’ rights and prevent the sale of counterfeit goods. Information on products and transactions released by online distributors must be authentic, accurate, complete and sufficient.
In January 2014, the State Administration of Industry and Commerce promulgated the Administrative Measures for Online Trading, which terminated the above interim measures and became effective in March 2014. The Administrative Measures for Online Trading further strengthen the protection of consumers and impose more stringent requirements and obligations on online business operators and third-party online marketplace operators. For example, online business operators are required to issue invoices to consumers for online products and services. Consumers are generally entitled to return products purchased from online business operators within seven days upon receipt, without giving any reason. Online business operators and third-party online marketplace operators are prohibited from collecting any information on consumers and business operators, or disclosing, selling or providing any such information to any third party, or sending commercial electronic messages to consumers, without their consent. Fictitious transactions, deletion of adverse comments and technical attacks on competitors’ websites are prohibited as well. In addition, third-party online marketplace operators are required to examine and verify the identifications of the online business operators and set up and keep relevant records for at least two years. Moreover, any third-party online marketplace operator that simultaneously engages in online trading for products and services should clearly distinguish itself from other online business operators on the marketplace platform. On March 15, 2021, the SAMR promulgated the Measures for the Supervision and Administration of Online Trading, which will become effective on May 1, 2021 and replace the Administrative Measures for Online Trading. The Measures for the Supervision and Administration of Online Trading require that operators not make tied sale as an option for a consumer’s consent by default, or set the option adopted by a consumer in a previous transaction as his or her default option. Operators providing automatic extension or renewal services shall give a salient notice to the consumers and allow consumers to make independent choice before they accept the service. Moreover, the Measures for the Supervision and Administration of Online Trading address key issues such as the registration of online operation entity, the regulation of new business forms, the primary responsibility of platform operators and personal information protection. In March 2016, the State Administration of Taxation,STA, the Ministry of Finance and the General Administration of Customs jointly issued the Circular on Tax Policy for Cross-Border E-commerce Retail Imports, which took effect in April 2016. Pursuant to this circular, goods imported through the cross-border e-commerce retail are subject to tariff, import value-added tax, or VAT, and consumption tax based on the types of goods. Individuals purchasing any goods imported through cross-border e-commerce retail are taxpayers, and e-commerce companies, companies operating e-commerce transaction platforms or logistic companies are required to withhold the taxes. On August 31, 2018, the Standing Committee of the National People’s Congress promulgated the E-Commerce Law, which became effective on January 1, 2019. Pursuant to the E-Commerce Law, an e-commerce platform operator shall (i) collect, verify and register the truthful information submitted by the third-party merchants that apply to sell products or provide services on its platform, including the identities, addresses, contacts and licenses, establish registration archives and update such information on a regular basis; (ii) submit the identification information of the third-party merchants on its platform to market regulatory administrative department as required and remind the third-party merchants to complete the registration with market regulatory administrative department; (iii) submit identification information and tax-related information to tax authorities as required in accordance with the laws and regulations regarding the administration of tax collection and remind the individual third-party merchants to complete the tax registration; (iv) record and retain the information of the products and services and the transaction information for no less than 3 years; (v) display the platform service agreement and the transaction rules or links to such information on the homepage of the platform; (vi) display the noticeable labels regarding the products or services provided by the platform operator itself on its platform, and take liabilities for such products and services; (vii) establish a credit evaluation system, display the credit evaluation rules, provide consumers with accesses to make comments on the products and services provided on its platform, and restrain from deleting such comments; and (viii) establish intellectual property protection rules, and take necessary measures when any intellectual property holder notify the platform operator that his intellectual property rights have been infringed. An e-commerce platform operator shall take joint liabilities with the relevant third-party merchants on its platform and may be subject to warnings and fines up to RMB2,000,000 where (i) it fails to take necessary measures when it knows or should have known that the products or services provided by the third-party merchants on its platform do not meet the personal or property safety requirements or such third-party merchants’ other acts may infringe on the lawful rights and interests of the consumers; or (ii) it fails to take necessary measures, such as deleting and blocking information, disconnecting, terminating transactions and services, when it knows or should have known that the third-party merchants on its platform infringe any intellectual property rights of any other third party. With respect to products or services affecting the consumers’ life and health, if an e-commerce platform operator fails to verify the third-party merchants’ qualification or fails to fulfill its obligations to safeguard the safety of consumers, which results in damages to the consumers, it shall take corresponding liabilities and may be subject to warnings and fines up to RMB2,000,000.
We are subject to these measures as a result of our online retail marketplace business.
Regulations Relating to Internet Content and Information Security The Administrative Measures on Internet Information Services specify that internet information services regarding news, publications, education, medical and health care, pharmacy and medical devices, among other things, are to be examined, approved and regulated by the relevant authorities. Internet information providers are prohibited from providing services beyond those included in the scope of their ICP licenses or filings. Furthermore, these measures clearly specify a list of prohibited content. Internet information providers are prohibited from producing, copying, publishing or distributing information that is humiliating or defamatory to others or that infringes the lawful rights and interests of others. Internet information providers that violate the prohibition may face criminal charges or administrative sanctions by the PRC authorities. Internet information providers must monitor and control the information posted on their websites. If any prohibited content is found, they must remove the offending content immediately, keep a record of it and report to the relevant authorities. Furthermore, in 2019, the CAC issued the Provisions on the Management of Network Information Content Ecology, or the CAC Order No.5, which became effective on March 1, 2020, to further strengthen the regulation and management of network information content. Pursuant to the CAC Order No.5, each network information content service platform is required, among others, (i) not to disseminate any information prohibited by laws and regulations, such as information jeopardizing national security; (ii) to strengthen the examination of advertisements published on such network information content service platform; (iii) to promulgate management rules and platform convention and improve user agreement, such that such network information content service platform could clarify users’ rights and obligations and perform management responsibilities required by laws, regulations, rules and convention; (iv) to establish convenient means for complaints and reports; and (v) to prepare annual work report regarding its management of network information content ecology. In addition, a network information content service platform must not, among others, (i) utilize new technologies such as deep learning and virtual reality to engage in activities prohibited by laws and regulations; (ii) engage in online traffic fraud, malicious traffic rerouting and other activities related to fraudulent account, illegal transaction account or maneuver of users’ account; or (iii) infringe a third party’s legitimate rights or seek illegal interests by way of interfering with information display. Internet information in China is also regulated and restricted from a national security standpoint. The National People’s Congress, China’s national legislative body, has enacted the Decisions on Maintaining Internet Security, which may subject violators to criminal punishment in China for any effort to: (1) gain improper entry into a computer or system of strategic importance; (2) disseminate politically disruptive information; (3) leak state secrets; (4) spread false commercial information; or (5) infringe intellectual property rights. The Ministry of Public Security has promulgated measures that prohibit use of the internet in ways which, among other things, result in a leakage of state secrets or a spread of socially destabilizing content. In addition, the Standing Committee of the National People’s Congress promulgated the Cyber Security Law of the People’s Republic of China, or the Cyber Security Law, effective on June 1, 2017, to protect cyberspace security and order. Pursuant to the Cyber Security Law, any individual or organization using the network must comply with the constitution and the applicable laws, follow the public order and respect social moralities, and must not endanger cyber security, or engage in activities by making use of the network that endanger the national security, honor and interests, or infringe on the fame, privacy, intellectual property and other legitimate rights and interests of others. The Cyber Security Law sets forth various security protection obligations for network operators, which are defined as “owners and administrators of networks and network service providers,” including, among others, complying with a series of requirements of tiered cyber protection systems; verifying users’ real identity; localizing the personal information and important data gathered and produced by key information infrastructure operators during operations within the PRC (where such information and data have to be provided abroad for business purpose, subject to applicable laws and regulations, security assessment shall be conducted); and providing assistance and support to government authorities where necessary for protecting national security and investigating crimes.
Regulations Relating to Internet Privacy In recent years, PRC government authorities have enacted laws and regulations on internet use to protect personal information from any unauthorized disclosure. The Administrative Measures on Internet Information Services prohibit ICP service operators from insulting or slandering a third party or infringing upon the lawful rights and interests of a third party. Under the Several Provisions on Regulating the Market Order of Internet Information Services, issued by the MIIT in 2011, an ICP operator may not collect any user personal information or provide any such information to third parties without the consent of a user, unless otherwise stipulated by laws and administrative regulations. An ICP service operator must expressly inform the users of the method, content and purpose of the collection and processing of such user personal information and may only collect such information necessary for the provision of its services. An ICP service operator is also required to properly keep the user personal information, and in case of any leak or likely leak of the user personal information, the ICP service operator must take immediate remedial measures and, in severe circumstances, to make an immediate report to the telecommunications regulatory authority. In addition, pursuant to the Decision on Strengthening the Protection of Online Information issued by the Standing Committee of the National People’s Congress in December 2012 and the Order for the Protection of Telecommunication and Internet User Personal Information issued by the MIIT in July 2013, any collection and use of user personal information must be subject to the consent of the user, abide by the principles of legality, rationality and necessity and be within the specified purposes, methods and scopes. An ICP service operator must also keep such information strictly confidential, and is further prohibited from divulging, tampering or destroying of any such information, or selling or proving such information to other parties. Any violation of the above decision or order may subject the ICP service operator to warnings, fines, confiscation of illegal gains, revocation of licenses, cancellation of filings, closedown of websites or even criminal liabilities. Furthermore, in June 2016, the Cyberspace Administration of China issued the Administrative Provisions on Mobile Internet Applications Information Services, which became effect on August 1, 2016, to further strengthen the regulation of the mobile app information services. Pursuant to these provisions, owners or operators of mobile apps that provide information services are required to be responsible for information security management, establish and improve the protective mechanism for user information, observe the principles of legality, rightfulness and necessity, and expressly state the purpose, method and scope of, and obtain user consent to, the collection and use of users’ personal information. In addition, the new Cyber Security Law also requires network operators to strictly keep confidential users’ personal information that they have collected and to establish and improve user information protective mechanism. On November 28, 2019, the Secretary Bureau of the Cyberspace Administration of China, the General Office of the Ministry of Industry and Information Technology, the General Office of the Ministry of Public Security and the General Office of the SAMR promulgated the Identification Method of Illegal Collection and Use of Personal Information Through App, which provides guidance for the regulatory authorities to identify the illegal collection and use of personal information through mobile apps, and for the app operators to conduct self-examination and self-correction and for other participants to voluntarily monitor compliance. We have required our users to consent to our collecting and using their personal information, and established information security systems to protect user’s privacy. Furthermore, pursuant to the PRC Civil Code, any organization or individual shall legally obtain personal information of others when necessary and ensure the safety of such information, and shall not illegally collect, use, process or transmit personal information of others, or illegally purchase or sell, provide or make public personal information of others. Regulations Relating to Product Quality and Consumer Protection The Product Quality Law applies to all production and sale activities in China. Pursuant to this law, products offered for sale must satisfy relevant quality and safety standards. Enterprises may not produce or sell counterfeit products in any fashion, including forging brand labels or giving false information regarding a product’s manufacturer. Violations of state or industrial standards for health and safety and any other related violations may result in civil liabilities and administrative penalties, such as compensation for damages, fines, suspension or shutdown of business, as well as confiscation of products illegally produced and sold and the proceeds from such sales. Severe violations may subject the responsible individual or enterprise to criminal liabilities. Where a defective product causes physical injury to a person or damage to another person’s property, the victim may claim compensation from the manufacturer or from the seller of the product. If the seller pays compensation and it is the manufacturer that should bear the liability, the seller has a right of recourse against the manufacturer. Similarly, if the manufacturer pays compensation and it is the seller that should bear the liability, the manufacturer has a right of recourse against the seller.
The Consumer Protection Law sets out the obligations of business operators and the rights and interests of the consumers in China. Pursuant to this law, business operators must guarantee that the commodities they sell satisfy the requirements for personal or property safety, provide consumers with authentic information about the commodities, and guarantee the quality, function, usage and term of validity of the commodities. Failure to comply with the Consumer Protection Law may subject business operators to civil liabilities such as refunding purchase prices, replacement of commodities, repairing, ceasing damages, compensation, and restoring reputation, and even subject the business operators or the responsible individuals to criminal penalties when personal damages are involved or if the circumstances are severe. The Consumer Protection Law was further amended in October 2013 and became effective in March 2014. The amended Consumer Protection Law further strengthen the protection of consumers and impose more stringent requirements and obligations on business operators, especially on the business operators through the internet. For example, the consumers are entitled to return the goods (except for certain specific goods, such as custom-made goods, fresh and perishable goods, digital products (e.g. audio-visual products, computer software downloaded online or unpacked by the consumer), newspapers and periodicals delivered and other goods for which non-return of goods is confirmed by the consumer at the time of purchase based on the characteristics of the goods,) within seven days upon receipt without any reasons when they purchase the goods from business operators on the internet. The consumers whose interests have been damaged due to their purchase of goods or acceptance of services on online marketplace platforms may claim damages from sellers or service providers. Where the providers of the online marketplace platforms are unable to provide the real names, addresses and valid contact details of the sellers or service providers, the consumers may also claim damages from the providers of the online marketplace platforms. Providers of online marketplace platforms that know or should have known that sellers or service providers use their platforms to infringe upon the legitimate rights and interests of consumers but fail to take necessary measures must bear joint and several liabilities with the sellers or service providers. Moreover, if business operators deceive consumers or knowingly sell substandard or defective products, they should not only compensate consumers for their losses, but also pay additional damages equal to three times the price of the goods or services.
We are subject to the Product Quality Law and the Consumer Protection Law as an online supplier of commodities and a provider of online marketplace platform and believe that we are currently in compliance with these regulations in all material aspects. Regulations Relating to Pricing In China, the prices of a very small number of products and services are guided or fixed by the government. According to the Pricing Law, business operators must, as required by the government departments in charge of pricing, mark the prices explicitly and indicate the name, origin of production, specifications, and other related particulars clearly. Business operators may not sell products at a premium or charge any fees that are not explicitly indicated. Business operators must not commit the specified unlawful pricing activities, such as colluding with others to manipulate the market price, using false or misleading prices to deceive consumers to transact, or conducting price discrimination against other business operators. Failure to comply with the Pricing Law may subject business operators to administrative sanctions such as warning, ceasing unlawful activities, compensation, confiscating illegal gains, fines. The business operators may be ordered to suspend business for rectification, or have their business licenses revoked if the circumstances are severe. We are subject to the Pricing Law as an online retailer and believe that our pricing activities are currently in compliance with the law in all material aspects.
Regulations Relating to Mobile Telecommunications Resale Business In May 2013, the MIIT issued the Circular regarding the Pilot Work on Implementation of Mobile Telecommunications Resale Business and the Pilot Program on Mobile Telecommunications Resale Business, pursuant to which private capital is encouraged to invest in the mobile telecommunications resale business. The resale business refers to the business whereby a reseller purchases mobile telecommunications services (excluding mobile satellite telecommunications service) from a basic telecommunications service provider who owns a mobile network, repackages the services with its private brand and sells the services to end users. Under the circular and the pilot program, the mobile telecommunications resale is categorized as a Class II basic telecommunications business but managed by reference to the value-added telecommunications business. A mobile communications reseller does not build its own wireless network, core network, transmission network and other mobile telecommunications network infrastructures, but must build its customer service system and may build its own business management platform, and billing, business accounting and other business supporting systems as needed. The applicant for the mobile telecommunications resale business must be a private company of which the private capital must account for no less than 50% of the capital and the capital contributed by its largest shareholder must come from private capital. A mobile telecommunications reseller is required to enter into a commercial contract for mobile telecommunications resale business with a basic telecommunications service provider, specifying the resources for resale to mobile communications users, division of responsibilities for service quality assurance between both parties, as well as protection of users’ rights and interests and user information. Resellers may pre-charge service fees for up to two years from users on the condition that they provide evidence of their measures to ensure long-term services, and must abide by the Telecommunications Regulations, the Administrative Measures on Internet Information Services and other PRC related laws and regulations. In addition, the MIIT issued the Circular of the Ministry of Industry and Information Technology on the Official Commercial Use of Mobile Communication Resale Business, pursuant to which the mobile communication resale business will be transferred from the pilot to the formal commercial use, and the enterprise that has already approved to be a pilot to conduct the mobile telecommunications resale business, and intends to continue the business, the commercial contract shall be renewed in accordance with the provisions of this circular and shall apply for a renew its telecommunications business license. Jingdong 360 has been approved to be a pilot to conduct the mobile telecommunications resale business, has renewed the telecommunications business license, and has cooperated with China Telecom in 60 cities and with China Unicom in 105 cities. Regulations Relating to Leasing Pursuant to the Law on Administration of Urban Real Estate when leasing premises,which took effect in January 1995 with the lessorlatest amendment on August 26, 2019, which became effective on January 1, 2020, lessors and lesseelessees are required to enter into a written lease contract, containing such provisions as the leasing term of the lease, the use of the premises, rental andprice, liability for repair, liabilities, and other rights and obligations of both parties. Both lessor and lessee are also required to registerfile for registration and record the lease contract with the real estate administration department. IfPursuant to implementing rules stipulated by certain provinces or cities, if the lessor and lessee fail to go through the registration procedures, both lessor and lessee may be subject to fines.
According to the PRC Contract Law,Civil Code (which took effect on January 1, 2021), the lessee may sublease the leased premises to a third party, subject to the consent of the lessor. Where the lessee subleases the premises, the lease contract between the lessee and the lessor remains valid. The lessor is entitled to terminate the lease contract if the lessee subleases the premises without the consent of the lessor. In addition, if the lessor transfersownership of the leased premises changes during the lessee’s possession in accordance with the terms of the lease contract, between the lessee andvalidity of the lessor will still remain valid.lease contract shall not be affected. Pursuant to the PRC Property Law,Civil Code, if a mortgagor leases the mortgaged property beforehas been leased and transferred for occupation prior to the establishment of the mortgage contract is executed,right, the previously established leasehold interest willoriginal tenancy shall not be affected by such mortgage right. According to the subsequent mortgage;Interpretation of the Supreme People’s Court on Several Issues concerning the Application of Law in the Trial of Cases about Disputes Over Lease Contracts on Urban Buildings (2020 version) , which took effect on January 1, 2021, if the ownership of the leased premises changes during lessee’s possession in accordance with the terms of the lease contract, and where a mortgagor leases the mortgaged property afterleasee requests the creationassignee to continue to perform the original lease contract, the PRC court shall support it, except that the mortgage right has been established before the lease of the leased premises and registrationthe ownership changes due to the mortgagee’s realization of the mortgage interest, the leasehold interest will be subordinated to the registered mortgage.right. Regulations Relating to Advertising Business The SAMR is the government agency responsible for regulating advertising activities in the PRC. According to PRC laws and regulations, companies that engage in advertising activities must obtain a business license from the SAMR or its local branches which specifically includes operating an advertising business within its business scope. The business license of an advertising company is valid for the duration of its existence, unless the license is suspended or revoked due to a violation of any relevant law or regulation. PRC advertising laws and regulations set forth certain content requirements for advertisements in the PRC including, among other things, prohibitions on false or misleading content, superlative wording, socially destabilizing content or content involving obscenities, superstition, violence, discrimination or infringement of the public interest. Advertisers, advertising agencies, and advertising distributors are required to ensure that the content of the advertisements they prepare or distribute is true and in full compliance with applicable law. In providing advertising services, advertising operators and advertising distributors must review the supporting documents provided by advertisers for advertisements and verify that the content of the advertisements complies with applicable PRC laws and regulations. Prior to distributing advertisements that are subject to government censorship and approval, advertising distributors are obligated to verify that such censorship has been performed and approval has been obtained. The release or delivery of advertisements through the internet must not impair the normal use of the network by users. The advertisements released in pop-up form on a webpage and other forms must show the close flag prominently and ensure one-click close. Violation of these regulations may result in penalties, including fines, confiscation of advertising income, orders to cease dissemination of the advertisements and orders to eliminate the effect of illegal advertisement. In circumstances involving serious violations, the SAMR or its local branches may revoke the violators’ licenses or permits for their advertising business operations.
In July 2016, the State Administration of Industry and Commerce issued the Interim Measures for the Administration of Internet Advertising to regulate internet advertising activities. According to these measures, no advertisement of any medical treatment, medicines, food for special medical purpose, medical devices, pesticides, veterinary medicines, dietary supplement or other special commodities or services subject to examination by an advertising examination authority as stipulated by laws and regulations may be published unless the advertisement has passed such examination. In addition, no entity or individual may publish any advertisement of prescription drugs or tobacco on the internet. An internet advertisement must be identifiable and clearly identified as an “advertisement” to the consumers. Paid search advertisements are required to be clearly distinguished from natural search results. In addition, the following internet advertising activities are prohibited: providing or using any applications or hardware to intercept, filter, cover, fast forward or otherwise restrict any authorized advertisement of other persons; using network pathways, network equipment or applications to disrupt the normal data transmission of advertisements, alter or block authorized advertisements of other persons or load advertisements without authorization; or using fraudulent statistical data, transmission effect or matrices relating to online marketing performance to induce incorrect quotations, seek undue interests or harm the interests of others. Internet advertisement publishers are required to verify relevant supporting documents and check the content of the advertisement and are prohibited from publishing any advertisement with unverified content or without all the necessary qualifications. Internet information service providers that are not involved in internet advertising business activities but simply provide information services are required to block any attempt to publish an illegal advisement that they are aware of or should reasonably be aware of through their information services. Regulations Relating to Intellectual Property Rights The PRC has adopted comprehensive legislation governing intellectual property rights, including copyrights, patents, trademarks and domain names.
Copyright in the PRC is principally protected under the Copyright Law of the PRC and its implementation rules. Reproducing, distributing, performing, projecting, broadcasting or compiling a work or communicating the same to the public via an information network without permission from the owner of the copyright therein, unless otherwise provided in the Copyright Law of the PRC and related rules and regulations, shall constitute infringements of copyrights. The infringer shall, according to the circumstances of the case, undertake to cease the infringement, take remedial action, and offer an apology, pay damages, etc. In addition, the Regulations on the Protection of Rights to Information Network Communication promulgated by the State Council on May 18, 2006 (as amended in 2013), provides specific rules on fair use, statutory license, and a safe harbor for use of copyrights and copyright management technology and specifies the liabilities of various entities for violations, including copyright holders, libraries and internet service providers. The Patent Law provides for patentable inventions,three types of patents, “invention”, “utility model” and “design.” Invention or utility models and designs, which must meet three conditions:criteria to be patentable: novelty, inventiveness and practical applicability.practicability. The State Intellectual Property Office of National Intellectual Property Administration is responsible for examining and approving patent applications. As of December 31, 2019,2020, we had approximately 2,7003,600 patents granted in China, approximately 160250 patents granted outside China, approximately 7,1009,000 patent applications pending in China and approximately 410520 patent applications pending outside China. The Trademark Law and its implementation rules protect registered trademarks. The PRC Trademark Office of National Intellectual Property Administration is responsible for the registration and administration of trademarks throughout the PRC. The Trademark Law has adopted a principle with respect to trademark registration. As of December 31, 2019,2020, we had approximately 13,60017,500 registered trademarks in different applicable trademark categories in different jurisdictions, and had approximately 4,3007,000 trademark applications in China and approximately 1,7001,900 outside China.
Domain names are protected under the Administrative Measures on the Internet Domain Names promulgated by the MIIT. The MIIT is the major regulatory body responsible for the administration of the PRC internet domain names, under supervision of which the CNNIC is responsible for the daily administration of .cn domain names and Chinese domain names. CNNIC adopts the “first to file” principle with respect to the registration of domain names. In November 2017, the MIIT promulgated the Notice of the Ministry of Industry and Information Technology on Regulating the Use of Domain Names in Providing Internet-based Information Services, which became effective on January 1, 2018. Pursuant to the notice, the domain name used by an internet-based information service provider in providing internet-based information services must be registered and owned by such provider in accordance with the law. If the internet-based information service provider is an entity, the domain name registrant must be the entity (or any of the entity’s shareholders), or the entity’s principal or senior manager. We have registered jd.com, jdl.cn, jdhealth.com, 360buy.com, 360buy.cn, 360buy.com.cn and other domain names. Regulations Relating to Employment The Labor Contract Law and its implementation rules provide requirements concerning employment contracts between an employer and its employees. If an employer fails to enter into a written employment contract with an employee within one year from the date on which the employment relationship is established, the employer must rectify the situation by entering into a written employment contract with the employee and pay the employee twice the employee’s salary for the period from the day following the lapse of one month from the date of establishment of the employment relationship to the day prior to the execution of the written employment contract. The Labor Contract Law and its implementation rules also require compensation to be paid upon certain terminations, which significantly affects the cost of reducing workforce for employers. In addition, if an employer intends to enforce a non-compete provision with an employee in an employment contract or non-competition agreement, it has to compensate the employee on a monthly basis during the term of the restriction period after the termination or ending of the labor contract. Employers in most cases are also required to provide a severance payment to their employees after their employment relationships are terminated.
Enterprises in China are required by PRC laws and regulations to participate in certain employee benefit plans, including social insurance funds, namely a pension plan, a medical insurance plan, an unemployment insurance plan, a work-related injury insurance plan and a maternity insurance plan, and a housing provident fund, and contribute to the plans or funds in amounts equal to certain percentages of salaries, including bonuses and allowances, of the employees as specified by the local government from time to time at locations where they operate their businesses or where they are located. According to the Social Insurance Law, an employer that fails to make social insurance contributions may be ordered to pay the required contributions within a stipulated deadline and be subject to a late fee. If the employer still fails to rectify the failure to make social insurance contributions within the stipulated deadline, it may be subject to a fine ranging from one to three times the amount overdue. According to the Regulations on Management of Housing Fund, an enterprise that fails to make housing fund contributions may be ordered to rectify the noncompliance and pay the required contributions within a stipulated deadline; otherwise, an application may be made to a local court for compulsory enforcement. Regulations relating to Overseas Listing and M&A On August 8, 2006, six PRC governmental and regulatory agencies, including the MOFCOM and the CSRC, jointly promulgated the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the “M&A Rules”), a new regulation with respect to the mergers and acquisitions of domestic enterprises by foreign investors that became effective on September 8, 2006 and revised on June 22, 2009. Foreign investors shall comply with the M&A rules when they purchase equity interests of a domestic company or subscribe for the increased capital of a domestic company, and thus changing the nature of the domestic company into a foreign- invested enterprise; or when the foreign investors establish a foreign-invested enterprise in the PRC for the purpose of purchasing the assets of a domestic company and operating the asset; or when the foreign investors purchase the asset of a domestic company, establish a foreign-invested enterprise by injecting such assets, and operate the assets. The M&A rules, among other things, purports to require that an offshore special vehicle, or a special purpose vehicle, formed for listing purposes and controlled directly or indirectly by PRC companies or individuals, shall obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange.
Regulations relating to Anti-Monopoly The currently effective Anti-Monopoly Law of PRC (the “AntiMonopoly Law”) was promulgated by SCNPC in 2007, and SAMR has sought public comments on the Draft Amendment to the Anti-Monopoly Law (the “Draft for Comment”) in January 2020. Pursuant to the Anti-Monopoly Law, the relevant operators of a concentration of undertakings which reaches the standard for declaration shall make an advance declaration to the anti-monopoly law enforcement authority under the State Council. On February 7, 2021, the Anti-Monopoly Committee of the State Council promulgated the Anti-Monopoly Guidelines for the Internet Platform Economy Sector which stipulates that any concentration of undertakings involving variable interest entities (VIE) shall fall within the scope of anti-monopoly review. Furthermore, the Anti-Monopoly Guidelines for Internet Platforms prohibits certain monopolistic acts of internet platforms so as to protect market competition and safeguard interests of users and undertakings participating in internet platform economy, including without limitation, prohibiting platforms with dominant position from abusing their market dominance (such as discriminating customers in terms of pricing and other transactional conditions using big data and analytics, coercing counterparties into exclusivity arrangements, using technology means to block competitors’ interface, favorable positioning in search results of goods displays, using bundle services to sell services or products, compulsory collection of unnecessary user data). Regulations Relating to PRC Value Added Tax On March 23, 2016, the MOF and the SATSTA jointly issued the Circular on the Pilot Program for Overall Implementation of the Collection of Value Added Tax Instead of Business Tax, or Circular 36, which took effect on May 1, 2016. Pursuant to the Circular 36, all of the companies operating in construction, real estate, finance, modern service or other sectors which were required to pay business tax are required to pay VAT, in lieu of business tax. The VAT rate is 6%, except for rate of 11% for real estate sale, land use right transferring and providing service of transportation, postal sector, basic telecommunications, construction, real estate lease; rate of 17% for providing lease service of tangible property; and rate of zero for specific cross-bond activities. On April 4, 2018, MOF and SATSTA jointly promulgated the Circular of the Ministry of Finance and the State Administration of TaxationSTA on Adjustment of Value-Added Tax Rates, or Circular 32, according to which, (i) for VAT taxable sales or importation of goods originally subject to value-added tax rates of 17% and 11% respectively, such tax rates shall be adjusted to 16% and 10%, respectively; (ii) for purchase of agricultural products originally subject to deduction rate of 11%, such deduction rate shall be adjusted to 10%; (iii) for purchase of agricultural products for the purpose of production and sales or consigned processing of goods subject to tax rate of 16%, the input VAT will be calculated at a 12% deduction rate; (iv) for exported goods originally subject to tax rate of 17% and export tax refund rate of 17%, the export tax refund rate shall be adjusted to 16%; and (v) for exported goods and cross-border taxable acts originally subject to tax rate of 11% and export tax refund rate of 11%, the export tax refund rate shall be adjusted to 10%. Circular 32 became effective on May 1, 2018 and shall supersede any previously existing provisions in the case of any inconsistency. Further, On March 20, 2019, the MOF, the SATSTA and the General Administration of Customs jointly issued the Announcement on Policies for Deepening the VAT Reform, or Announcement 39, to further slash value-added tax rates. According to the Announcement 39, (i) for general VAT payers’ sales activities or imports that are subject to VAT at an existing applicable rate of 16% or 10%, the applicable VAT rate is adjusted to 13% or 9% respectively; (ii) for the agricultural products purchased by taxpayers to which an existing 10% deduction rate is applicable, the deduction rate is adjusted to 9%; (iii) for the agricultural products purchased by taxpayers for production or commissioned processing, which are subject to VAT at 13%, the input VAT will be calculated at a 10% deduction rate; (iv) for the exportation of goods or labor services that are subject to VAT at 16%, with the applicable export refund at the same rate, the export refund rate is adjusted to 13%; and (v) for the exportation of goods or cross-border taxable activities that are subject to VAT at 10%, with the export refund at the same rate, the export refund rate is adjusted to 9%. The Announcement 39 came into effect on April 1, 2019 and shall be prevail in case of any conflict with existing provisions.
Regulations Relating to Dividend Withholding Tax Pursuant to the Enterprise Income Tax Law and its implementation rules, if a non-resident enterprise has not set up an organization or establishment in the PRC, or has set up an organization or establishment but the income derived has no actual connection with such organization or establishment, it will be subject to a withholding tax on its PRC-sourced income at a rate of 10%. Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, the withholding tax rate in respect to the payment of dividends by a PRC enterprise to a Hong Kong enterprise is reduced to 5% from a standard rate of 10% if the Hong Kong enterprise directly holds at least 25% of the PRC enterprise. Pursuant to the Notice of the State Taxation Administration of Taxation on the Issues concerning the Application of the Dividend Clauses of Tax Agreements, or Circular 81, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment. Furthermore, the Administrative Measures for Non-Resident Taxpayer to Enjoy Treatments under Tax Treaties, or SATSTA Circular 60, which became effective in November 2015, require that non-resident enterprises which satisfy the criteria for entitlement to tax treaty benefits may, at the time of tax declaration or withholding declaration through a withholding agent, enjoy the tax treaty benefits, and be subject to ongoing administration by the tax authorities. In the case where the non-resident enterprises do not apply to the withholding agent to claim the tax treaty benefits, or the materials and the information stated in the relevant reports and statements provided to the withholding agent do not satisfy the criteria for entitlement to tax treaty benefits, the withholding agent should withhold tax pursuant to the provisions of the PRC tax laws. The SATSTA issued the Announcement of State Taxation Administration on Promulgation of the Administrative Measures on Non-resident Taxpayers Enjoying Treaty Benefits (“ SATSTA Circular 35”) on October 14, 2019, which became effective on January 1, 2020. The SATSTA Circular 35 further simplified the procedures for enjoying treaty benefits and replaced the SATSTA Circular 60. According to the SATSTA Circular 35, no approvals from the tax authorities are required for a non-resident taxpayer to enjoy treaty benefits, where a non-resident taxpayer self-assesses and concludes that it satisfies the criteria for claiming treaty benefits, it may enjoy treaty benefits at the time of tax declaration or at the time of withholding through the withholding agent, but it shall gather and retain the relevant materials as required for future inspection, and accept follow-up administration by the tax authorities. There are also other conditions for enjoying the reduced withholding tax rate according to other relevant tax rules and regulations. According to the Circular on Several Issues regarding the “Beneficial Owner” in Tax Treaties, or Circular 9, which was issued on February 3, 2018 by the SAT,STA, effective as of April 1, 2018, when determining the applicant’s status of the “beneficial owner” regarding tax treatments in connection with dividends, interests or royalties in the tax treaties, several factors, including without limitation, whether the applicant is obligated to pay more than 50% of its income in twelve months to residents in third country or region, whether the business operated by the applicant constitutes the actual business activities, and whether the counterparty country or region to the tax treaties does not levy any tax or grant tax exemption on relevant incomes or levy tax at an extremely low rate, will be taken into account, and it will be analyzed according to the actual circumstances of the specific cases. This circular further provides that applicants who intend to prove his or her status of the “beneficial owner” shall submit the relevant documents to the relevant tax bureau according to the Administrative Measures for Non-Resident Enterprises to Enjoy Treatments under Tax Treaties. Accordingly, JD.com International Limited, Jingdong E-Commerce (Express) Hong Kong Co., Ltd. and Jingdong E-Commerce (Trade) Hong Kong Corporation Limited may be able to enjoy the 5% withholding tax rate for the dividends they receive from Jingdong Century, Xi’an Jingxundi and Shanghai Shengdayuan, respectively, if they satisfy the conditions prescribed under Circular 81 and other relevant tax rules and regulations, and obtain the approvals as required. However, if the relevant tax authorities consider the transactions or arrangements we have are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities may adjust the favorable withholding tax in the future. Regulations Relating to Foreign Exchange The principal regulations governing foreign currency exchange in China are the Foreign Exchange Administration Regulations, most recently amended in August 2008. Under the PRC foreign exchange regulations, payments of current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. By contrast, approval from or registration with appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of foreign currency-denominated loans.
In August 2008, SAFE issued the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, or SAFE Circular 142, regulating the conversion by a foreign-invested enterprise of foreign currency-registered capital into RMB by restricting how the converted RMB may be used. SAFE Circular 142 provides that the RMB capital converted from foreign currency registered capital of a foreign-invested enterprise may only be used for purposes within the business scope approved by the applicable government authority and may not be used for equity investments within the PRC. SAFE also strengthened its oversight of the flow and use of the RMB capital converted from foreign currency registered capital of foreign-invested enterprises. The use of such RMB capital may not be changed without SAFE’s approval, and such RMB capital may not in any case be used to repay RMB loans if the proceeds of such loans have not been used. In March 2015, SAFE issued the Circular on Reforming the Management Approach regarding the Settlement of Foreign Capital of Foreign-invested Enterprise, or the SAFE Circular 19, which took effect and replaced SAFE Circular 142 from June 1, 2015. Although SAFEAccording to Circular 19, allowsthe foreign exchange capital of foreign-invested enterprises shall be subject to the Discretionary Foreign Exchange Settlement, which means that the foreign exchange capital in the capital account of a foreign-invested enterprise for which the rights and interests of monetary contribution have been confirmed by the local foreign exchange bureau (or the book-entry registration of monetary contribution by the banks) can be settled at the banks based on the actual operational needs of the foreign-invested enterprise, and if a foreign-invested enterprise needs to make further payment from such account, it still needs to provide supporting documents and proceed with the review process with the banks. Furthermore, Circular 19 stipulates that the use of RMB convertedcapital by foreign-invested enterprises shall follow the principles of authenticity andself-use within the business scope of enterprises. The capital of a foreign-invested enterprise and capital in Renminbi obtained by the foreign-invested enterprise from foreign exchange settlement shall not be used for the foreign currency-denominated capitalfollowing purposes: (i) directly or indirectly used for equity investments in the PRC, the restrictions continue to apply as to foreign-invested enterprises’ use of the converted RMB for purposespayments beyond the business scope of the enterprises or payments as prohibited by relevant laws and regulations; (ii) directly or indirectly used for entrustedinvestment in securities unless otherwise provided by the relevant laws and regulations; (iii) directly or indirectly used for granting entrust loans in Renminbi (unless permitted by the scope of business), repaying inter-enterprise borrowings (including advances by the third-party) or repaying the bank loans in Renminbi that have beensub-lent to third parties; or (iv) directly or indirectly used for inter-company RMB loans.
Tableexpenses related to the purchase of Contentsreal estate that is not forself-use (except for the foreign-invested real estate enterprises). In November 2012, SAFE promulgated the Circular of Further Improving and Adjusting Foreign Exchange Administration Policies on Foreign Direct Investment which substantially amends and simplifies the current foreign exchange procedure. Pursuant to this circular, the opening of various special purpose foreign exchange accounts (e.g. pre-establishment expenses account, foreign exchange capital account, guarantee account), the reinvestment of lawful incomes derived by foreign investors in the PRC (e.g. profit, proceeds of equity transfer, capital reduction, liquidation and early repatriation of investment), and purchase and remittance of foreign exchange as a result of capital reduction, liquidation, early repatriation or share transfer in a foreign-invested enterprise no longer require SAFE approval, and multiple capital accounts for the same entity may be opened in different provinces, which was not possible before. In addition, SAFE promulgated the Circular on Printing and Distributing the Provisions on Foreign Exchange Administration over Domestic Direct Investment by Foreign Investors and the Supporting Documents in May 2013, which specifies that the administration by SAFE or its local branches over direct investment by foreign investors in the PRC shall be conducted by way of registration and banks shall process foreign exchange business relating to the direct investment in the PRC based on the registration information provided by SAFE and its branches. In February 2015, SAFE promulgated The Circular of Further Improving and Adjusting Foreign Exchange Administration Policies on Foreign Direct Investment, or the SAFE Circular 13, which took effect on June 1, 2015.2015 and was amended on December 30, 2019, cancels the administrative approvals of foreign exchange registration of direct domestic investment and direct overseas investment and simplifies the procedure of foreign exchange-related registration. Pursuant to SAFE Circular 13, delegates the authority to enforce the foreign exchange registration in connectioninvestors should register with the inboundbanks for direct domestic investment and outbound direct investment under relevant SAFE rules to certain banks and therefore further simplifies the foreign exchange registration procedures for inbound and outbound directoverseas investment. The Circular on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, or the Circular 16, was promulgated by SAFE on June 9, 2016. Pursuant to Circular 16, enterprises registered in the PRC may also convert their foreign debts from foreign currency to Renminbi on a self-discretionary basis. Circular 16 reiterates the principle that Renminbi converted from foreign currency-denominated capital of a company may not be directly or indirectly used for purposes beyond its business scope or prohibited by PRC Laws, while such converted Renminbi shall not be provided as loans to itsnon-affiliated entities. In October 2019, the SAFE issuedpromulgated the Notice for Further Advancing the Facilitation of Cross-border Trade and Investment, or the SAFE Circular 28, pursuantwhich, among other things, allows all FIEs to which all use Renminbi converted from foreign currency denominated capital for equity investments in China, as long as the equity investment is genuine, does not violate applicable laws, and complies with the negative list on foreign investment. The Circular Regarding Further Optimizing the Cross-border RMB Policy to Support the Stabilization of Foreign Trade and Foreign Investment jointly promulgated by the People’s Bank of China, NDRC, MOFCOM, the State-owned Assets Supervision and Administration Commission of the State Council, the China Banking and Insurance Regulatory Commission and SAFE on December 31, 2020 and effective on February 4, 2021 allows thenon-investment foreign-invested enterprises canto make domestic equity investmentsreinvestment with theirRMB capital funds in accordance with the related laws.law on the premise that they comply with prevailing regulations and the invested projects in China are authentic and compliant. In addition, if a foreign-invested enterprise uses RMB income under capital accounts to conduct domestic reinvestment, the invested enterprise is not required to open a special deposit account for RMB capital.
According to the Circular of the State Administration for Foreign Exchange on Optimizing Foreign Exchange Administration to Support the Development of Foreign-related Business, or the SAFE Circular 8 promulgated and effective on April 10, 2020 by the SAFE, the reform of facilitating the payments of incomes under the capital accounts shall be promoted nationwide. Under the prerequisite of ensuring true and compliant use of funds and compliance and complying with the prevailing administrative provisions on use of income from capital projects, enterprises which satisfy the criteria are allowed to use income under the capital account, such as capital funds, foreign debt and overseas listing, etc., for domestic payment, without the need to provide proof materials for veracity to the bank beforehand for each transaction. The following diagram illustrates our corporate structure, including our principal subsidiaries and consolidated variable interest entities as of the date of this annual report on Form 20-F: | (1) | JD Assets Holding Limited has 2226 subsidiaries holding, directly or indirectly, non-logistics properties. |
| (2) | JD Asia Development Limited has 267343 subsidiaries holding, directly or indirectly, logistics properties. |
| (3) | Jingdong 360, Jiangsu Yuanzhou, and Xi’an Jingdong Xincheng are our principal consolidated variable interest entities. Each of Jingdong 360, Jiangsu Yuanzhou, and Xi’an Jingdong Xincheng is 45% owned by Mr. Richard Qiangdong Liu, our chairman of board of directors and chief executive officer, 30% owned by Ms. Yayun Li, chief executive officer of JD Digits, a significant investee of our chief compliance officer,company, and 25% owned by Ms. Pang Zhang, our employee.chief human resources officer. We effectively control these entities through contractual arrangements. |
| (4) | Jingdong Century has 89114 subsidiaries that engage in retail business. Jingdong Century also has contractual arrangements with another principal consolidated variable interest entity, Jiangsu Jingdong Bangneng Investment Management Co. Ltd. or Jiangsu Jingdong Bangneng. Jiangsu Jingdong Bangneng is 45% owned by Mr. Richard Qiangdong Liu, 30% owned by Ms. Yayun Li, and 25% owned by Ms. Pang Zhang. Jiangsu Jingdong Bangneng owns Suqian Jingdong Sanhong Enterprise Management Center (L.P.), Suqian Jingdong Mingfeng Enterprise Management Co., Ltd., and Suqian Jingdong Jinyi Enterprise Management Co., Ltd. and Hengqin Junze Management and Consulting Co., Ltd., each of which constitutes a significant subsidiary of Jiangsu Jingdong Bangneng. |
| (5) | JD.com Investment Limited has 6364 subsidiaries that hold, directly or indirectly, the companies invested by us. |
| (6) | Jingdong Five Star Appliance Group Co., Ltd. has 57 subsidiaries that mainly engage in home appliances and consumer electronics offline retail business. |
* The diagram above omits our equity investees that are insignificant individually and in the aggregate. Our Consolidated Variable Interest Entities Foreign ownership of certain of our businesses including value-added telecommunication services is subject to restrictions under current PRC laws and regulations. For example, foreign investors are not allowed to own more than 50% of the equity interests in a value-added telecommunication service provider (excludinge-commerce, domestic multi-party communications, data collection and transmission services and call centers) and the main foreign investor in the foreign invested telecommunication enterprise must have experience in providing value-added telecommunications services overseas and maintain a good track record. We are a Cayman Islands exempted company and our PRC subsidiaries Jingdong Century, Shanghai Shengdayuan and Xi’an Jingxundi are considered foreign-invested enterprises. Accordingly, none of these PRC subsidiaries is eligible to provide value-added telecommunication services or provide certain other restricted services related to our businesses, such as domestic document delivery services. As a result, we conduct or will conduct such business activities through our variable interest entities and their subsidiaries in PRC, including Jingdong 360, Jiangsu Yuanzhou, Xi’an Jingdong Xincheng and Jingbangda. Jingdong 360 holds our ICP license as an internet information provider and primarily engages in our online marketplace business. Xi’an Jingdong Xincheng primarily provides courier services through Jingbangda and its subsidiaries. Jiangsu Yuanzhou primarily engages in the business of selling books, audio and video products. Mr. Richard Qiangdong Liu, Ms. Yayun Li and Ms. Pang Zhang are the shareholders of our principal variable interest entities, including Jingdong 360, Jiangsu Yuanzhou and Xi’an Jingdong Xincheng, among others. Mr. Richard Qiangdong Liu is our chairman of board of directors and chief executive officer, Ms. Yayun Li is chief executive officer of JD Digits, a significant investee of our company, and Ms. Pang Zhang is our chief human resources officer. Jingdong 360, Jiangsu Yuanzhou and Xi’an Jingdong Xincheng are 45% owned by Mr. Richard Qiangdong Liu, 30% owned by Ms. Yayun Li, and 25% owned by Ms. Pang Zhang. Mr. Liu, Ms. Li and Ms. Zhang are PRC citizens. We entered into a series of contractual arrangements with Jingdong 360, Jiangsu Yuanzhou, Xi’an Jingdong Xincheng and other variable interest entities in China and their respective shareholders, as described below. We obtained control over Jingdong 360 through Jingdong Century in April 2007 by entering into a series of contractual arrangements with Jingdong 360 and the shareholders of Jingdong 360, which we refer to as the Jingdong 360 Agreements. The Jingdong 360 Agreements were subsequently amended and restated, with the latest amendments and restatements in June 2016. As a result of our ownership of Jingdong Century, we becameDecember 2020. We have become the primary beneficiary of Jingdong 360 insince April 2007. We treat Jingdong 360 as our variable interest entity and have consolidated its financial results in our consolidated financial statements in accordance with U.S. GAAP. We obtained control over Jiangsu Yuanzhou through Jingdong Century by commitments betweenamong the then shareholders of Jiangsu Yuanzhou, Jiangsu Yuanzhou and Jingdong Century at the time Jiangsu Yuanzhou was established. Jingdong Century entered into a series of contractual arrangements with Jiangsu Yuanzhou and its shareholders in April 2011, which we refer to as the Jiangsu Yuanzhou Agreements. The Jiangsu Yuanzhou Agreements were subsequently amended and restated, with the latest amendments and restatements in June 2016. We became the primary beneficiary of Jiangsu Yuanzhou insince September 2010. We treat Jiangsu Yuanzhou as our variable interest entity and have consolidated its financial results in our consolidated financial statements in accordance with U.S. GAAP.
We obtained control over Xi’an Jingdong Xincheng through Xi’an Jingxundi in June 2017 by entering into a series of contractual arrangements with Xi’an Jingdong Xincheng and the shareholders of Xi’an Jingdong Xincheng. On January 25, 2021, these contractual arrangements were updated and replaced by a new set of contractual arrangements with Xi’an Jingdong Xincheng and the shareholders of Xi’an Jingdong Xincheng to comply with certain requirements of the Hong Kong Stock Exchange, which we refer to as the Xi’an Jingdong Xincheng Agreements. As a result of our ownership of Xi’an Jingxundi, we becameWe have become the primary beneficiary of Xi’an Jingdong Xincheng insince June 2017. We treat Xi’an Jingdong Xincheng as our variable interest entity and have consolidated its financial results in our consolidated financial statements in accordance with U.S. GAAP. In addition to Jingdong 360, Jiangsu Yuanzhou and Xi’an Jingdong Xincheng, we assisted in establishing additional consolidated variable interest entities, including Jiangsu Jingdong Bangneng.Bangneng and Suqian Jingdong Tianning Jiankang Technology Co., Ltd. We have entered into a series of contractual arrangements with each of these variable interest entities and their respective shareholders. The contractual arrangements relating to our variable interest entities allow us to: exercise effective control over our variable interest entities; receive substantially all of the economic benefits of our variable interest entities; and have an exclusive option to purchase all or part of the equity interests in our variable interest entities when and to the extent permitted by PRC law. There are certain risks involved in our corporate structure and the contractual arrangements. A detailed discussion of material risks relating to our Contractual Arrangements is set forth in the section headed “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure.” We have determined that the costs of insurance for the risks associated with our corporate structure and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. Accordingly, as of December 31, 2020, we did not purchase any insurance to cover the risks relating to the contractual arrangements. We have consolidated the financial results of our variable interest entities and their subsidiaries in our consolidated financial statements in accordance with U.S. GAAP. The external revenues of our consolidated variable interest entities and their subsidiaries collectively contributed 2.5%3.8%, 3.8%4.7% and 4.7%5.0% of our consolidated total net revenues for the years ended December 31, 2017, 2018, 2019 and 2019,2020, respectively.
In the opinion of Zhong Lun Law Firm,Shihui Partners, our PRC legal counsel: the ownership structures of our variable interest entities and the PRC subsidiaries that have entered into contractual arrangements with the variable interest entities, including Jingdong Century, will not result in any violation of PRC laws or regulations currently in effect; and the contractual arrangements among the PRC subsidiaries, including Jingdong Century, the variable interest entities and their respective shareholders governed by PRC law are valid, binding and enforceable, and will not result in any violation of PRC laws or regulations currently in effect. However, we have been further advised by our PRC legal counsel that there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules. Accordingly, the PRC regulatory authorities may in the future take a view that is contrary to the above opinion of our PRC legal counsel. We have been further advised by our PRC counsel that if the PRC government finds that the agreements that establish the structure for operating our online retail and marketplace business do not comply with PRC government restrictions on foreign investment in e-commerce and related businesses, including but not limited to online retail and marketplace businesses, we could be subject to severe penalties including being prohibited from continuing operations. See “Item 3.D. Key Information—Risk Factors—Risks Related to Our Corporate Structure—If the PRC government deems that the contractual arrangements in relation to our variable interest entities do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.” And “—Risks Related to Doing Business in China—Uncertainties with respect to the PRC legal system could adversely affect us.”
Contractual Arrangements with Jingdong 360, Jiangsu Yuanzhou and Xi’an Jingdong Xincheng The Jingdong 360 Agreements, the Jiangsu Yuanzhou Agreements and the Xi’an Jingdong Xincheng Agreements are substantially similar in key aspects governing the contractual arrangements with a variable interest entity of our company. The following is a summary of the currently effective Jingdong 360 Agreements, Jiangsu Yuanzhou Agreements and Xi’an Jingdong Xincheng Agreements. Agreements that Provide Us with Effective Control overOver Jingdong 360, Jiangsu Yuanzhou and Xi’an Jingdong Xincheng Equity Pledge Agreements. On June 15, 2016,December 24, 2020, Jingdong Century, Jingdong 360 and each of the shareholders of Jingdong 360 entered into an amended and restated equity pledge agreement in replacement of the previous equity pledge agreement. Pursuant to the amended and restated equity pledge agreement, each of the shareholders of Jingdong 360 has pledged all of his equity interest in Jingdong 360 to guarantee their and Jingdong 360’s performance of his obligations under, where applicable, the amended and restated exclusive technology consulting and services agreement, loan agreement, exclusive purchase option agreement and power of attorney. If Jingdong 360 or the shareholders of Jingdong 360 breach their contractual obligations under these agreements, Jingdong Century, as pledgee, will have the right to dispose of the pledged equity interests. The shareholders of Jingdong 360 agree that, during the term of the equity pledge agreements, they will not dispose of the pledged equity interests or create or allow any encumbrance on the pledged equity interests, and they also agree that Jingdong Century’s rights relating to the equity pledge should not be prejudiced by the legal actions of the shareholders, their successors or their designates. During the term of the equity pledge agreements, Jingdong Century has the right to receive all of the dividends and profits distributed on the pledged equity. The amended and restated equity pledge agreements will terminate on the second anniversary of the date when Jingdong 360 and the shareholders of Jingdong 360 have completed all their obligations under the amended and restated exclusive technology consulting and services agreement, loan agreement, exclusive purchase option agreement and powers of attorney. On June 15, 2016, Jingdong Century, Jiangsu Yuanzhou and each of the shareholders of Jiangsu Yuanzhou entered into an amended and restated equity pledge agreement in replacement of the previous equity pledge agreements. The amended and restated equity pledge agreement betweenamong Jingdong Century, Jiangsu Yuanzhou, and the shareholders of Jiangsu Yuanzhou contains terms substantially similar to the amended and restated equity pledge agreement relating to Jingdong 360 described above.
On June 23, 2017, Xi’an Jingxundi, Xi’an Jingdong Xincheng and each of the shareholders of Xi’an Jingdong Xincheng entered into three equity pledge agreements. The equity pledge agreements betweenJanuary 25, 2021, Xi’an Jingxundi, Xi’an Jingdong Xincheng and the shareholders of Xi’an Jingdong Xincheng contain terms substantially similar to the amended and restated equityentered into a share pledge agreement, relatingpursuant to which the shareholders of Xi’an Jingdong 360 described above.Xincheng will pledge as first charge all of their respective equity interests in Xi’an Jingdong Xincheng to Xi’an Jingxundi as collateral security for any or all of their payments due to Xi’an Jingxundi and to secure performance of their obligations under the exclusive business cooperation agreement, the exclusive option agreement, the loan agreement, the shareholders’ rights entrustment agreement and the powers of attorney. We have completed the registration of the equity pledge for our variable interest entities with the relevant office of the administration for market regulation in accordance with the PRC Property Rights Law.regulation. On June 15, 2016,December 24, 2020, each of the shareholders of Jingdong 360 granted an irrevocable power of attorney to replace the irrevocable powers of attorney previously executed. Pursuant to the irrevocable power of attorney, each of the shareholders of Jingdong 360 appointed Jingdong Century’s designated person as his to exercise all shareholder rights, including but not limited to voting on their behalf on all matters of Jingdong 360 requiring shareholder approval, disposing of all or part of the shareholder’s equity interest in Jingdong 360, and electing, appointing or removing directors and executive officers. The person designated by Jingdong Century is entitled to dispose of dividends and profits on the equity interest subject to the instructions of the shareholder. Each power of attorney will remain in force for so long as the shareholder remains a shareholder of Jingdong 360. Each shareholder has waived all the rights which have been authorized to Jingdong Century’s designated person under each power of attorney. On June 15, 2016, each of the shareholders of Jiangsu Yuanzhou granted an irrevocable power of attorney in replacement of the irrevocable powers of attorney previously executed. The powers of attorney contain terms substantially similar to the powers of attorney granted by the shareholders of Jingdong 360 described above.
On June 23, 2017,January 25, 2021, Xi’an Jingxundi, Xi’an Jingdong Xincheng and the shareholders of Xi’an Jingdong Xincheng entered into a shareholder’s rights entrustment agreement, and each of the shareholders of Xi’an Jingdong Xincheng granted anexecuted the irrevocable power of attorney. The powersattorney on the same date, pursuant to which the shareholders of Xi’an Jingdong Xincheng appointed Xi’an Jingxundi or a director of its offshore holding company or his or her successor (including a liquidator replacing Xi’an Jingxundi’s director) as their exclusive agent and attorney contain terms substantially similar to act on their behalf on all matters concerning Xi’an Jingdong Xincheng and to exercise all of its rights as a registered shareholder of Xi’an Jingdong Xincheng. As a result of the shareholders’ rights entrustment agreement and the powers of attorney, granted bywe, through Xi’an Jingxundi, are able to exercise management control over the shareholdersactivities that most significantly impact the economic performance of Xi’an Jingdong 360 described above.Xincheng. Agreements that Allow Us to Receive Economic Benefits from Jingdong 360, Jiangsu Yuanzhou and Xi’an Jingdong Xincheng Exclusive Technology Consulting and ServicesService Agreement/Exclusive Business Cooperation Agreement. In June 2016, Jingdong Century and Jingdong 360 entered into an exclusive technology consulting and services agreement, which supersedes the version entered into in May 2012. Pursuant to the 2016 agreement, Jingdong Century has the sole and exclusive right to provide specified technology consulting and services to Jingdong 360. Without the prior written consent of Jingdong Century, Jingdong 360 may not accept the same or similar technology consulting and services provided by any third party during the term of the agreement. All the benefits and interests generated from the agreement, including but not limited to intellectual property rights, know-how and trade secrets, will be Jingdong Century’s sole and exclusive rights. Jingdong 360 agrees to pay service fees to Jingdong Century on a quarterly basis and the amount of the service fee is decided by Jingdong Century on the basis of the work performed and commercial value of the services, subject to annual evaluation and adjustment. The term of this agreement will expire on June 14, 2026 and may be extended unilaterally by Jingdong Century with Jingdong Century’s written confirmation prior to the expiration date. Jingdong 360 cannot terminate the agreement early unless Jingdong Century commits fraud, gross negligence or illegal acts, or becomes bankrupt or winds up. In June 2016, Jingdong Century and Jiangsu Yuanzhou entered into an exclusive technology consulting and services agreement, which supersedes the version entered into in May 2012. The 2016 agreement between Jingdong Century and Jiangsu Yuanzhou contains terms substantially similar to the exclusive technology consulting and services agreement relating to Jingdong 360 as described above. On January 25, 2021, Xi’an Jingxundi and Xi’an Jingdong Xincheng entered into an exclusive technology consulting and servicesbusiness cooperation agreement, on June 23, 2017. The exclusive technology consulting and services agreement between Xi’an Jingxundi andpursuant to which Xi’an Jingdong Xincheng contains terms substantially similaragrees to engage Xi’an Jingxundi as its exclusive provider of business support, technical and consulting services in exchange for service fees. Under these arrangements, the exclusive technology consultingservice fees, subject to Xi’an Jingxundi’s adjustment, are equal to all of the net profit of Xi’an Jingdong Xincheng and services agreement relatingits subsidiaries. Xi’an Jingxundi enjoys all the economic benefits derived from the businesses of Xi’an Jingdong Xincheng and bears the relevant portion of the business risks of Xi’an Jingdong Xincheng. If Xi’an Jingdong Xincheng runs into financial deficit or suffers severe operation difficulties, Xi’an Jingxundi will provide financial support to Xi’an Jingdong 360 described above.Xincheng.
Intellectual Property Rights License Agreement. On December 25, 2013, Jingdong Century and certain of its subsidiaries entered into an amended and restated intellectual property rights license agreement with Jingdong 360 in replacement of the previous intellectual property rights license agreement. Pursuant to the amended and restated intellectual property rights license agreement, Jingdong Century and the subsidiaries grant Jingdong 360 a non-exclusive right to use certain of its trademarks, patents, copyrights to computer software and other copyrights. Jingdong 360 is permitted to use the intellectual property rights only within the scope of its internet information service operation and in the territory of China. Jingdong 360 agrees that at any time it will not challenge the validity of Jingdong Century’s license rights and other rights with respect to the licensed intellectual property and will not take actions that would prejudice Jingdong Century’s rights and the license. Jingdong 360 agrees to pay license fees to Jingdong Century annually, subject to annual evaluation and adjustment. Without Jingdong Century’s written consent, Jingdong 360 cannot assign or sublicense its rights under the license agreement or transfer the economic interests arising from the license to any third party. The initial term of this agreement is 10 years and may be extended unilaterally by Jingdong Century with Jingdong Century’s written confirmation prior to the expiration date. On December 18, 2013, Jingdong Century and certain of its subsidiaries entered into an amended and restated intellectual property rights license agreement with Jiangsu Yuanzhou in replacement of the previous intellectual property rights license agreement. The amended and restated intellectual property rights license agreement with Jiangsu Yuanzhou contains terms substantially similar to the intellectual property rights license agreement with Jingdong 360 described above.
Business Cooperation Agreement.Agreement On May 29, 2012, Jingdong Century and Shanghai Shengdayuan entered into an amended and restated business cooperation agreement with Jingdong 360 in replacement of the previous business cooperation agreement between Jingdong Century and Jingdong 360. Pursuant to the amended and restated business cooperation agreement, Jingdong 360 agrees to provide to Jingdong Century and Shanghai Shengdayuan services, including operating our website, posting Jingdong Century’s and Shanghai Shengdayuan’s product and service information on the website, transmitting the users’ order and transaction information to Jingdong Century and Shanghai Shengdayuan, processing user data and transactions in collaboration with banks and payment agents and other services reasonably requested by Jingdong Century and Shanghai Shengdayuan. Jingdong Century and Shanghai Shengdayuan agree to pay service fees to Jingdong 360 on a quarterly basis. The service fee should be 105% of Jingdong 360’s operating costs incurred in the previous quarter. The term of this agreement will expire on May 28, 2022 and may be extended unilaterally by Jingdong Century and Shanghai Shengdayuan with their written confirmation prior to the expiration date. Business Operations Agreement.Agreement On November 20, 2017, Jingdong Century entered into an amended and restated business operations agreement with Jingdong 360 and its shareholders in replacement of the previous business operations agreement between Jingdong Century and Jingdong 360. Pursuant to the amended and restated business operations agreement, Jingdong 360’s shareholders must appoint the candidates nominated by Jingdong Century to be the directors on its board of directors in accordance with applicable laws and the articles of association of Jingdong 360, and must cause the persons recommended by Jingdong Century to be appointed as its general manager, chief financial officer and other senior executives. Jingdong 360 and its shareholders also agree to accept and strictly follow the guidance provided by Jingdong Century from time to time relating to employment, termination of employment, daily operations and financial management. Moreover, Jingdong 360 and its shareholders agree that Jingdong 360 will not engage in any transactions that could materially affect its assets, business, personnel, liabilities, rights or operations, including but not limited to the incurrence of debt from any third party and the amendment of Jingdong 360’s articles of association, without the prior consent of Jingdong Century’s respective designees. Unless otherwise terminated early by Jingdong Century, the agreement will remain effective until Jingdong 360 is dissolved according to the PRC law. On June 15, 2016, Jingdong Century entered into a business operations agreement with Jiangsu Yuanzhou and its shareholders. The business operations agreement with Jiangsu Yuanzhou contains terms substantially similar to the amended and restated business operations agreement with Jingdong 360 described above. On June 23, 2017, Xi’an Jingxundi entered into a business operations agreement with Xi’an Jingdong Xincheng and its shareholders. The business operations agreement with Xi’an Jingdong Xincheng contains terms substantially similar to the amended and restated business operations agreement with Jingdong 360 described above.
Agreements that provide usProvide Us with the Option to Purchase the Equity Interest in Jingdong 360, Jiangsu Yuanzhou and Xi’an Jingdong Xincheng Exclusive Purchase Option Agreements.Agreements On June 15, 2016,December 24, 2020, Jingdong Century, Jingdong 360 and the shareholders of Jingdong 360 entered into an amended and restated exclusive purchase option agreement in replacement of the previous exclusive purchase option agreements. Pursuant to the amended and restated exclusive purchase option agreement, the shareholders of Jingdong 360 irrevocably grant Jingdong Century an exclusive option to purchase or have its designated persons to purchase at its discretion, to the extent permitted under PRC law, all or part of their equity interests in Jingdong 360. In addition, the purchase price should equal the amount that the shareholders contributed to Jingdong 360 as registered capital for the equity interest to be purchased, or be the lowest price permitted by applicable PRC law. Without the prior written consent of Jingdong Century, Jingdong 360 may not amend its articles of associate, increase or decrease the registered capital, sell or otherwise dispose of its assets or beneficial interest, create or allow any encumbrance on its assets or other beneficial interests, provide any loans for any third parties, enter into any material contract (except those contracts entered into in the ordinary course of business), merge with or acquire any other persons or make any investments, or distribute dividends to the shareholders. The shareholders of Jingdong 360 agree that, without the prior written consent of Jingdong Century, they will not dispose of their equity interests in Jingdong 360 or create or allow any encumbrance on the equity interests. The initial term of the amended and restated exclusive purchase option agreement is 10 years and can be renewed for an additional 10 years on the same terms at Jingdong Century’s option, for an unlimited number of times. On June 15, 2016, Jingdong Century, Jiangsu Yuanzhou and the shareholders of Jiangsu Yuanzhou entered into an amended and restated exclusive purchase option agreement in replacement of the previous exclusive purchase option agreement. The amended and restated exclusive purchase option agreement contains terms substantially similar to the amended and restated exclusive purchase option agreement relating to Jingdong 360 described above.
On June 23, 2017,January 25, 2021, Xi’an Jingxundi, Xi’an Jingdong Xincheng and each of the shareholders of Xi’an Jingdong Xincheng entered into an exclusive purchase option agreement. The exclusive purchase option agreement, contains terms substantially similarpursuant to which Xi’an Jingxundi (or JD Logistics or any subsidiary of JD Logistics, the amended“designee”) is granted an irrevocable and restated exclusive right to purchase option agreement relatingall of the equity interest in and/or assets of Xi’an Jingdong Xincheng for a nominal price, unless the relevant government authorities or the PRC laws request that another amount be used as the purchase price, in which case the purchase price shall be the lowest amount under such request. Subject to relevant PRC laws and regulations, the shareholders of Xi’an Jingdong 360 described above.Xincheng and/ or Xi’an Jingdong Xincheng shall return any amount of purchase price they have received to Xi’an Jingxundi or its designee. Loan AgreementsAgreements. Pursuant to thean amended and restated loan agreement dated November 20, 2017December 24, 2020 between Jingdong Century and the shareholders of Jingdong 360, Jingdong Century made loans in an aggregate amount of RMB920RMB2,920 million to the shareholders of Jingdong 360 solely for the capitalization of Jingdong 360. Pursuant to the amended and restated loan agreement, the shareholders can only repay the loans by the sale of all their equity interest in Jingdong 360 to Jingdong Century or its designated person. The shareholders must sell all of their equity interests in Jingdong 360 to Jingdong Century or its designated person and pay all of the proceeds from sale of such equity interests or the maximum amount permitted under PRC law to Jingdong Century. In the event that shareholders sell their equity interests to Jingdong Century or its designated person with a price equivalent to or less than the amount of the principal, the loans will be interest free. If the price is higher than the amount of the principal, the excess amount will be paid to Jingdong Century as the loan interest. The maturity date of the loans is on the tenth anniversary of the date when the shareholders received the loans and paid the amount as capital contribution to Jingdong 360. The term of the loans will be extended automatically for an additional 10 years, unless Jingdong Century objects, for an unlimited number of times. The loan must be repaid immediately under certain circumstances, including, among others, (i) if the shareholders terminate their services with us, (ii) if any other third-party claims against shareholders for an amount more than RMB100,000 and Jingdong Century has reasonable ground to believe that the shareholders are unable to repay the claimed amount, (iii) if a foreign investor is permitted to hold majority or 100% equity interest in Jingdong 360 and Jingdong Century elects to exercise its exclusive equity purchase option, or (iv) if the loan agreement, relevant equity pledge agreement or exclusive purchase option agreement terminates for cause not attributable to Jingdong Century or is deemed to be invalid by a court. Pursuant to the amended and restated loan agreement dated June 15, 2016 between Jingdong Century and the shareholders of Jiangsu Yuanzhou, Jingdong Century made loans in an aggregate amount of RMB22 million to the shareholders of Jiangsu Yuanzhou solely for the capitalization of Jiangsu Yuanzhou. The amended and restated loan agreement contains terms substantially similar to the amended and restated loan agreement relating to Jingdong 360 described above.
Pursuant to the loan agreement, dated June 23, 2017January 25, 2021, between Xi’an Jingxundi and the shareholders of Xi’an Jingdong Xincheng, Xi’an Jingxundi made loans in an aggregate amount of RMB1 million to the shareholders of Xi’an Jingdong Xincheng solely for the capitalization of Xi’an Jingdong Xincheng. The loan agreement contains terms substantially similar to the amended and restated loan agreement relating to Jingdong 360 described above. Additional Contractual Arrangements In addition to the Jingdong 360 Agreements, Jiangsu Yuanzhou Agreements and Xi’an Jingdong Xincheng Agreements, we have also entered into contractual arrangements with each of our other variable interest entities, including Jiangsu Jingdong Bangneng and Suqian Jingdong Tianning, and their respective shareholders, including:including equity pledge agreements, powers of attorney, exclusive technology consulting and services agreements, business operations agreements, exclusive purchase option agreements and loan agreements.agreements, as applicable. Our contractual agreements with these other variable interest entities contain terms substantially similar to those in the Jingdong 360 Agreements, Jiangsu Yuanzhou Agreements andor Xi’an Jingdong Xincheng Agreements.Agreements, as applicable. D. Property, Plant and Equipment Our national headquarters are located in Yizhuang Economic and Technological Development Zone in Beijing, where we own office buildings with an aggregate floor area of approximately 410,000 square meters. We have acquired land use rights in Beijing to build our headquarters. As of December 31, 2019,2020, we had paid an aggregate of approximately RMB9.5RMB10.2 billion (US$1.41.6 billion) for the acquisition of land use rights and construction of the office buildings.
We lease our other offices in Beijing and regional offices in 3452 other cities in China with an aggregate floor area of approximately 301,000554,000 square meters. We own our national customer service center and our data center in Suqian, which have an aggregate floor area of approximately 183,000 and 65,000 square meters, respectively. We lease our customer service centers in Chengdu and Yangzhou with an aggregate floor area of approximately 57,000 square meters. As of December 31, 2019,2020, we operated regional fulfillment centers inmore than 300 RDCs covering seven citiesregions in China, including Beijing, Shanghai, Wuhan, Guangzhou, Chengdu, ShenyangNorth China, East China, Central China, Southeast China, Northeast China, Northwest China and Xi’an.Southwest China.. In addition, we also operated front distribution centers, in 28 cities for stockingwhich are smaller warehouses that maintain fewer SKUs but stock products that are in high demand as well as other additional warehouses in 54 cities in China as of December 31, 2019.for their nearby areas and therefore strategically located closer to end consumers to reach them at a faster speed. Our comprehensive fulfillment facilities can cover almost all the counties and districts across China. As of December 31, 2019,2020, we had land use rights in 4041 cities in China to build our own warehouses. Highly automated and efficient warehouses will not only expand our ability to fulfill orders by ourselves but also support the third-party merchants on our online marketplace as well as a wide range of business partners in the ecosystem. In connection with our expansion of our fulfillment infrastructure, we had paid an aggregate of approximately RMB18.0RMB25.5 billion (US$2.63.9 billion) for the acquisition of land use rights, building of warehouses and purchase of warehousing equipment as of December 31, 2019.2020. To unlock meaningful value from our balance sheet and recycle capital for our future growth initiatives, we disposed certain of our development properties and received proceeds of RMB7.9 billion in 2019 and RMB4.8 billion (US$1.10.7 billion) in 2019.2020, respectively. See “Item 4. Information on the Company—A. History and Development of the Company” for further information. We plan to expand our nationwide fulfillment network by leasing, building, or purchasing additional facilities across China over the next several years. | Unresolved Staff Comments |
| Operating and Financial Review and Prospects |
The following discussion of our financial condition and results of operations is based upon, and should be read in conjunction with, our audited consolidated financial statements and the related notes included in this annual report on Form 20-F. This report contains forward-looking statements. See “Forward-Looking Information.” In evaluating our business, you should carefully consider the information provided under the caption “Item 3.D. Key Information—Risk Factors” in this annual report on Form 20-F. We caution you that our businesses and financial performance are subject to substantial risks and uncertainties. As of June 30, 2017, we deconsolidated JD Digits as a result of the reorganization of JD Digits. Accordingly, JD Digits’s historical financial results for periods prior to July 1, 2017 are reflected in our consolidated financial statements as discontinued operations. Please see “Item 4. Information on the Company—A. History and Development of the Company” for further information.
We are a leading technology driven e-commerce company transforming to become a leading supply chain-based technology and service provider. Our e-commerce business includes online retail and online marketplace. In the online retail business, we acquire products from suppliers and sell them directly to our customers primarily through our mobile apps and websites. In the online marketplace business, third-party merchants sell products to customers primarily through our mobile apps and websites. We also offer marketing, logistics and other value-added services. Our business has grown substantially in recent years. We generated total net revenues of RMB362.3 billion, RMB462.0 billion, and RMB576.9 billion and RMB745.8 billion (US$82.9114.3 billion) in 2017, 2018, 2019 and 2019,2020, respectively. Our customer base has also expanded rapidly. We had 292.5 million, 305.3 million, and 362.0 million and 471.9 million annual active customer accounts in 2017, 2018, 2019 and 2019,2020, respectively. Our online retail business generated net product revenues of RMB331.8 billion, RMB416.1 billion, and RMB510.7 billion and RMB651.9 billion (US$73.499.9 billion) in 2017, 2018, 2019 and 2019,2020, respectively. In addition, our marketplace, marketing, logistics and other services generated net service revenues of RMB30.5 billion, RMB45.9 billion, and RMB66.2 billion and RMB93.9 billion (US$9.514.4 billion) in 2017, 2018, 2019 and 2019,2020, respectively.
Due to the PRC legal restrictions on foreign ownership of companies that engage in a value-added telecommunications service business and certain other businesses in China, we conduct the relevant parts of our operations through consolidated variable interest entities. We have contractual arrangements with these entities and their shareholders that enable us to effectively control and receive substantially all of the economic benefits from the entities. Accordingly, we consolidate the results of these entities in our financial statements. Major Factors Affecting Our Results of Operations Our results of operations and financial condition are affected by the general factors driving China’s retail industry, including levels of per capita disposable income and consumer spending in China. In addition, they are also affected by factors driving online retail in China, such as the growing number of online shoppers, the adoption of online sales strategies by manufacturers and service providers, the availability of improved delivery services and the increasing variety of payment options. Our results of operations are also affected by general economic conditions in China. In particular, we have experienced and expect to continue to experience upward pressure on our operating expenses. Our results of operations are also affected by PRC regulations and industry policies related to our business operations, licenses and permits and corporate structure. For example, the product quality and consumer protection laws require us to ensure the quality of the goods we sell and give customers the right to return goods within seven days of receipt with no questions asked, the labor contract law and related rules require employers to enter into written contracts with workers and to pay compensation to workers who are terminated under certain circumstances, regulations on foreign ownership and on transfer of funds into and out of China affect our corporate structure and financing, and regulations on business licenses affect our legal and compliance functions. For a summary of the principal PRC laws and regulations that affect us, see “Item 3.D. Key Information—Risk Factors” and “Item 4.B. Information on the Company—Business Overview—Regulation.” Although we have generally benefited from the Chinese government’s policies to encourage economic growth, we are also affected by the complexity, uncertainties and changes in PRC regulations governing various aspects of our operations. For a detailed description of the PRC regulations applicable to us, see “Item 4.B. Information on the Company—Business Overview—Regulation.”
In terms of PRC regulations that may affect our results of operations, the amendments to the Consumer Protection Law that came into effect in March 2014 give consumers the right to return goods within seven days of receipt. Although we recognize revenues net of return allowances, the amendments to the Consumer Protection Law have not had a significant impact on our net revenues. We have adopted shipping policies that do not necessarily pass the full cost of shipping on to our customers. We also have adopted customer-friendly return and exchange policies that make it convenient and easy for customers to change their minds after completing purchases. However, if we experience an increased volume of returns after the amendments to the Consumer Protection Law became effective, our shipping and handling costs and related personnel costs may increase significantly and our results of operations may be materially and adversely affected. JD.com, Inc., the holding company that is listed on Nasdaq and HKEX, has no material operations of its own. We conduct our operations primarily through our subsidiaries and consolidated variable interest entities and their subsidiaries in China. As a result, JD.com, Inc.’s ability to pay dividends to our shareholders depends in part upon dividends paid by our PRC subsidiaries subject to compliance with applicable PRC regulations. Our wholly-owned PRC subsidiaries are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC regulations, each of our wholly-owned PRC subsidiaries is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by SAFE. As of December 31, 2019,2020, the amount restricted, including paid-in capital and statutory reserve funds, as determined in accordance with PRC accounting standards and regulations, was approximately RMB24,189 millionRMB28.9 billion (US$ 3,475 million)4.4 billion). Our PRC subsidiaries have never paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds. While our business is influenced by general factors affecting our industry, our operating results are more directly affected by company specific factors, including the following major factors: our ability to increase active customer accounts and customer purchases;
our ability to manage our mix of product and service offerings; our ability to further increase and leverage our scale of business; our ability to effectively invest in our fulfillment infrastructure and technology platform; and our ability to conduct and manage strategic investments and acquisitions. Our Ability to Increase Active Customer Accounts and Customer Purchases Growth in the number of our active customer accounts and customer purchases are key drivers of our revenue growth. We have a growing and loyal active customer base. Over the years, our customers have shown loyalty to us through their increased activity levels. Our annual active customer accounts increased from 292.5 million in 2017, to 305.3 million in 2018, and further to 362.0 million in 2019.2019 and further to 471.9 million in 2020. This increase was primarily driven by our success in attracting new active customer accounts, as well as by our success in generating repeat purchases from existing customer accounts. Our ability to attract new customer accounts and retain existing customer accounts depends on our ability to provide superior customer experience. To this end, we offer a wide selection of authentic products at competitive prices on our mobile apps and websites and provide speedy and reliable delivery, convenient online and in-person payment options and comprehensive customer services. The number of products we offer has grown rapidly. We have developed a business intelligence system that enables us to increase our operating efficiency through enhanced product merchandising and supply chain management capabilities, and to drive more targeted and relevant product promotions and recommendations to our customers. We have benefited from viral marketing in winning new customers, and we also conduct online and offline marketing and brand promotion activities to attract new customers. In addition, we encourage existing customers to place more orders with us through a variety of means, including granting coupons and loyalty points and holding special promotions.
Our Ability to Manage Our Mix of Product and Service Offerings Our results of operations are also affected by the mix of products and services we offer. We commenced our e-commerce business by primarily selling electronics and home appliances products. We began offering general merchandise products around the end of 2008, and we launched our online marketplace in 2010. We earn commissions and service fees from third-party merchants on our online marketplace. We offer a wide range of products and services and aim to provide one-stop shopping solutions to maximize our wallet share. Our mix of products and services also affects our gross margin. For example, the marketplace service revenues that we earn from third-party merchants and the other services that we offer generally have higher gross margins. The split between our online retail business and our online marketplace business thus has a major influence on our revenue growth and our gross margins. Our marketplace, marketing, logistics and other services revenues increased from RMB30.5 billion in 2017, to RMB45.9 billion in 2018, to RMB66.2 billion in 2019 and further to RMB66.2RMB93.9 billion (US$ 9.514.4 billion) in 2019. 2020.We intend to further (i) expand our selection of general merchandise products, such as FMCG, which are well received by customers and expected to have a potential for greater online penetration; (ii) attract more third-party merchants to our online marketplace; and (iii) provide more fulfillment and other value-added services to third-party merchants and others. Our Ability to Further Increase and Leverage our Scale of Business Our results of operations are directly affected by our ability to further increase and leverage our scale of business. As our business further grows in scale, we expect to obtain more favorable terms from suppliers, including pricing terms and volume-based rebates. In addition, we aim to create value for our suppliers by providing an effective channel for selling large volumes of their products online and by offering them comprehensive information on customer preferences and market demand and ensuring the high quality of fulfillment services. We believe this value proposition also helps us obtain favorable terms from suppliers.
As of December 31, 2019,2020, our nationwide fulfillment infrastructure employed a total of 175,954242,452 warehouse and delivery personnel that manages this fulfillment infrastructure and the large number of orders we receive, process and fulfill each year. Our fulfillment expenses in absolute amount increased over 2017, 2018, 2019 and 2019,2020, while the fulfillment expenses as a percentage of our total net revenues decreased from 7.1% in 2017, to 6.9% in 2018 and further to 6.4%6.5% in 2019.2020. Our research and development professionals design, develop and operate the technology platform, develop and post content, and improve our AI, big data and cloud technologies and services. Personnel costs are the largest component of our fulfillment costs and of our research and development costs and are likely to remain the largest component for the foreseeable future as we continue to expand our operations. We expect our fulfillment expenses to increase in absolute amount in the near future. Labor costs are rising in China and we strive to continue improving efficiency and utilization of our fulfillment and other personnel to mitigate this effect. Our fulfillment expenses and thus operational efficiency are also affected by the average size of orders placed by our customers. Our Ability to Effectively Invest in Our Fulfillment Infrastructure and Technology Platform Our results of operations depend in part on our ability to invest in our fulfillment infrastructure and technology platform to cost-effectively meet the demands of our anticipated growth. Our nationwide fulfillment infrastructure covers almost all counties and districts across China, which, as of December 31, 2019,2020, included a warehousing network of over 700900 warehouses in 89 cities that are operated by us, and an aggregate gross floor area of approximately 16.921 million square meters, including warehouse space managed under the JD Logistics Open Warehouse Platform. We have acquired land use rights toowned and managed approximately 1114.7 million square meters of fulfillment infrastructure related land in 3745 cities in China. China as of December 31, 2020.We plan to continue to build large scale warehouse facilities with optimized configurations on these sites to improve our fulfillment efficiency, minimize order splitting, accommodate greater product selection and fulfill the anticipated sales of our own products as well as sales by third-party merchants using our fulfillment services. We had paid an aggregate of approximately RMB18.0RMB25.5 billion (US$ 2.63.9 billion) for the acquisition of land use rights, building of warehouses and purchase of warehousing equipment as of December 31, 2019.2020. To unlock meaningful value from our balance sheet and recycle capital for our future growth initiatives, we sold certain of our development properties and received proceeds of RMB7.9 billion in 2019 and RMB4.8 billion (US$ 1.10.7 billion) in 2019.2020, respectively. See “Item 4. Information on the Company—A. History and Development of the Company” for further information. In selecting locations for our pickup and delivery stations, order density, a parameter we use to measure the frequency and number of orders generated from a geographical area, is an important criterion. To efficiently deploy our delivery network, we have established delivery stations and pickup stations in areas where we expect order density to increase to the extent where operating our own delivery network will be more cost efficient than using third-party couriers. We also paid significant amounts for upgrading our technology platform during the same periods. To enhance our technology platform, we intend to further invest in AI, big data analytics and cloud computing. We expect these technology initiatives to provide innovative features, solutions and services to customers and suppliers, while increasing our operational efficiency.
Our Ability to Conduct and Manage Strategic Investments and Acquisitions We have made, and may continue to make, strategic investments and acquisitions to add assets or businesses that are complementary to our existing business. Our financial results could be adversely affected by our investments or acquisitions. The investments and acquired assets or businesses may not generate the financial results we expect. They could result in occurrence of significant investments and goodwill impairment charges, and amortization expenses for other intangible assets. Moreover, we share the results of the investments which we account for as equity method investments. In 2019,2020, our share of results of equity investees was a lossgain of RMB1.7RMB4.3 billion (US$0.20.7 billion), primarily attributable to lossesconsisting of the dilution gain of Dada Group’s public offerings, the disposal gain of Bitauto, and partially offset by the picked up and the impairment recognizedlosses from our equity method investments. We may continue to incur impairment charges in connection with our investments or acquisitions and pick up the losses of our equity method investments, which could depress our profitability and have a material adverse impact on our financial results. Impact of COVID-19 On Our Operations The majority of our net revenues are derived from online retail sales in China. Our results of operations and financial condition in 2020 willhave been, and could continue to be affected by the spread of COVID-19. The extent to which COVID-19 impacts our results of operations in 2020 will depend on the future developments of the outbreak, including new information concerning the global severity of and actions taken to contain the outbreak, which are highly uncertain and unpredictable. In addition, our results of operations could be adversely affected to the extent that the outbreak harms the Chinese economy in general.
In response toconnection with the intensifying efforts to contain the spread of COVID-19, the Chinese government has taken a number of actions, which included extending the Chinese New Year holiday,Spring Festival in 2020, quarantining individuals infected with or suspected of having COVID-19, prohibiting residents from free travel, encouraging employees of enterprises to work remotely from home and cancelling public activities, among others. The COVID-19 has also resulted in temporary closure of many corporate offices, retail stores, manufacturing facilities and factories across China. We have taken a series of measures in response to the outbreak, including, among others, remote working arrangements for some of our employees and temporarily allowing the government to utilize our fulfillment infrastructure and logistics services for crisis relief. These measures could reduce the capacity and efficiency of our operations and negatively impact the procurement of products, which in turn could negatively affect our results of operations. The spread of COVID-19 has caused us to incur incremental costs, in particular, relating to our logistics business. In addition, we have seen a decrease in demand for big-ticket items, durable goods and discretionary products. However, leveraging our self-operated supply chain and logistics network, we were able to resume part of our operations after the Chinese New YearSpring Festival in 2020 and have seen an increase in demand for certain product categories, including consumer staples, such as groceries, fresh produce, healthcare and household products during this period. Furthermore, to mitigate any negative impacts thatCOVID-19 may have on the operations of our suppliers, we have implemented a variety of measures to support our suppliers, including adopting a shorter payable cycle and increasing advance payments to suppliers. In order to protect our employee health, we provided additional Covid-related insurance coverage for free to over 100 thousands frontline staff as well as their families. As of December 31, 2020, (i) all of our employees, including corporate office employees and field staff, had returned to work, (ii) our major operations, including JD Retail and JD Logistics, had fully recovered around China, and (iii) customer demand across product and service categories on our platform had fully recovered.As of December 31, 2019,2020, we had cash and cash equivalents of RMB36,971 millionRMB86.1 billion (US$5,311 million)13.2 billion). Subsequently, we issued in January 2020 senior unsecured notes in an aggregate principal amount of US$1.0 billion, and drew down in April 2020 the remaining US$550 million under our term and revolving credit facilities. In February 2020, Jingdong Century, a subsidiary of our company, consummated a private placement of an aggregate of RMB3.0 billion 2.65% notes due April 27, 2020. In March 2020, Jingdong Century consummated a private placement of an aggregate of RMB2.0 billion 2.75% notes due October 30, 2020. We believe this level of liquidity is sufficient to successfully navigate an extended period of uncertainty. See also “Risk Factors—Risks Related to Our Business and Industry—We face risks related to natural disasters, health epidemics and other outbreaks, which could significantly disrupt our operations.”
Selected Statements of Operations Items Net revenues include net product revenues and net service revenues. Product sales is further divided into sales of electronics and home appliances products and sales of general merchandise products. Net revenues from electronics and home appliances products include revenues from sales of computer, communication and consumer electronics products as well as home appliances. Net revenues from general merchandise products 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 healthcare products, books, automobiles andautomobile accessories, apparel and footwear, bags and jewelry. Net service revenues are further divided into revenues from online marketplace and marketing and revenues from logistics and other services. The following table breaks down our total net revenues by these categories, by amounts and as percentages of total net revenues: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | For the Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (in millions, except for percentages) | | Electronics and home appliances revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | General merchandise revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Marketplace and marketing revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Logistics and other service revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | For the Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (in millions, except for percentages) | | Electronics and home appliances revenues | | | 280,059 | | | | 60.6 | | | | 328,703 | | | | 57.0 | | | | 400,927 | | | | 61,445 | | | | 53.8 | | General merchandise revenues | | | 136,050 | | | | 29.5 | | | | 182,031 | | | | 31.5 | | | | 250,952 | | | | 38,460 | | | | 33.6 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 416,109 | | | | 90.1 | | | | 510,734 | | | | 88.5 | | | | 651,879 | | | | 99,905 | | | | 87.4 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Marketplace and marketing revenues | | | 33,532 | | | | 7.2 | | | | 42,680 | | | | 7.4 | | | | 53,473 | | | | 8,195 | | | | 7.2 | | Logistics and other service revenues | | | 12,379 | | | | 2.7 | | | | 23,474 | | | | 4.1 | | | | 40,450 | | | | 6,199 | | | | 5.4 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 45,911 | | | | 9.9 | | | | 66,154 | | | | 11.5 | | | | 93,923 | | | | 14,394 | | | | 12.6 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 462,020 | | | | 100.0 | | | | 576,888 | | | | 100.0 | | | | 745,802 | | | | 114,299 | | | | 100.0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As we have been continually expanding our product categories and value-added service offerings, sales of electronics and home appliances products may decrease as a percentage of our total net revenues, and sales of general merchandise and service revenues may increase as a percentage of our total net revenues. Net service revenues primarily consist of fees earned from providing marketing and logistics services to our business partners, and commissions earned from third-party merchants for sales made through our online marketplace. Currently, we recognize revenues from the third-party merchants on a net basis as we are not the primary obligor, we do not have control over goods sold by third-party merchants and we do not have latitude to establish prices for them. We record revenue net of discounts, return allowances and value-added taxes, or VAT. Cost of revenues primarily consists of our cost for acquiring the products that we sell directly and the related inbound shipping charges, inventory write-downs, traffic acquisition costs related to online marketing services, and cost related to logistics services provided to third parties. The rebates and subsidies we receive from suppliers are treated as a reduction in the purchase price and will be recorded as a reduction in cost of revenues when the product is sold. Our fulfillment expenses consist primarily of (i) expenses incurred in operating our fulfillment centers, customer service centers and physical stores, including personnel cost and expenses attributable to buying, receiving, inspecting and warehousing inventories, picking, packaging, and preparing customer orders for shipment, processing payment and related transaction costs, (ii) expenses charged by third-party couriers for dispatching and delivering our products, and (iii) lease expenses of warehouses, delivery and pickup stations, and physical stores.stores, and (iv) depreciation and amortization of logistics and electronic equipment. The costs related to logistics services provided to third parties are classified in cost of revenues. We expect our fulfillment expenses to increase in absolute amount on an annual basis in the near run, as we invest in new businesses, hire additional fulfillment personnel, build and lease new warehouses and establish more delivery stations to penetrate lower tier cities and to meet our anticipated growth in sales volume and ensure satisfactory customer experience. We plan to makeincrease operation efficiency by strengthening our fulfillment operationslogisitcs network, improving overall utilization through economies of scale, increasing the level of integration across our logistics networks, and improving efficiencies through more efficient by setting up large customized warehouse facilities to make full use of the available space, improve thepick-and-packintelligent decision-making.
workflow efficiency, accommodate greater product selection and minimize order splitting.Our marketing expenses consist primarily of advertising costs, public relations expenditures, and payroll and related expenses for employees involved in marketing and business development activities. We pay commissions to participants in the associates program when their customer referrals result in successful product sales. We plan to continue to conduct brand promotion and marketing activities to enhance our brand recognition and attract new purchases from new and existing customers.
Research and development expenses Our research and development expenses consist primarily of payroll and related expenses for research and development professionals involved in designing, developing and operating our technology platform, and improving our AI, big data and cloud technologies and services, and technology infrastructure costs. Technology infrastructure costs include servers and other equipment depreciation, bandwidth and data center costs, rent, utilities and other expenses necessary to support our internal and external business. We plan to continue to invest in technology and innovation to enhance customer experience and provide value-added services to suppliers and third-party merchants. General and administrative expenses Our general and administrative expenses consist primarily of employee related expenses for general corporate functions, including accounting, finance, tax, legal and human relations; costs associated with these functions include facilities and equipment depreciation expenses, rental and other general corporate related expenses. We plan to continue to hire additional qualified employees to support our business operations and planned expansion.
Gain on sale of development properties The gain on sale of development properties is mainly derived from sale of development properties to Core Fund.Funds and Development Fund I. JD Property develops and manages our logistics facilities and other real estate properties, to support JD Logistics and other third parties. By leveraging its fund management platform, JD Property can realize development profits and recycle capital from maturedevelopment properties to fund new developments and scale the business. In February 2019, January 2020 and December 2020, we entered into a definitive agreementagreements with Core Funds and Development Fund I, as applicable, pursuant to which we sold certain of our completed and uncompleted modern logistics facilities. See also “Item 4. Information on the Company—A. History and Development of the Company—Our Strategic Cooperations and Other Developments—JD Property”. For the logistics facilities to Core Fund for a total gross asset value of RMB10.9 billion. In the second half of 2019, thethat met closing conditions, for the completed assets were met, and we recorded a total disposal gain of RMB3.8 billion forand RMB1.6 billion (US$0.3 billion) in 2019 and 2020, respectively. We will derecognize the completed assets in 2019.remaining logistics facilities upon satisfaction of the hand-over condition. Share of results of equity investees Share of the post-acquisition profits or losses, impairment, and gains or losses from disposals and deemed disposals of the equity investments that are accounted for under the equity method are recorded in share of results of equity investees. Others, net consist primarily of gains or losses from fair value change, impairment, disposals of long-term investments other than those accounted for under the equity method, government financial incentives, and other non-operating income or expenses. The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution, brought within the jurisdiction of the Cayman Islands. The Cayman Islands is not party to any double tax treaties that are applicable to any payments made to or by our company. There are no exchange control regulations or currency restrictions in the Cayman Islands. Payments of dividends and capital in respect of the shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of the Shares, nor will gains derived from the disposal of the shares be subject to Cayman Islands income or corporation tax. Our subsidiaries incorporated in Hong Kong are subject to 16.5% Hong Kong profitatwo-tiered income tax on theirrate for taxable income generated from operations in Hong Kong, for the years of assessment 2015/2016, 2016/2017 and 2017/effective on April 1, 2018. Commencing from the year of assessment 2018/2019, theThe first HK$2 million of profits earned by our subsidiaries incorporated in Hong Kong will be taxed at half the current tax rate (i.e., 8.25%) while the remaining profits will continue to be taxed at the existing 16.5% tax rate. Under the Hong Kong tax laws, we are exempted from the Hong Kong income tax on our foreign-derived income. In addition, payments of dividends from our incorporations in Hong Kong to us are not subject to any Hong Kong withholding tax.
Generally, our subsidiaries and consolidated variable interest entities in China are subject to enterprise income tax on their taxable income in China at a rate of 25%, except that a few entities in our group benefit from a preferential tax rate of 15% as they conduct business in certain encouraged sectors or areas, and any entity that qualifies as a “software enterprise” is entitled to an exemption from income tax for the first two years and 50% reduction for the next three years from such entity’s first profitable year. Besides, some small profit enterprises whose annual taxable income amount is RMB1 million or less in 2018 are entitled to the incentive of computing 50% of their income as their taxable income amount and are subject to a reduced enterprise income tax rate of 20%. From January 1, 2019 to December 31, 2021, subject to certain criteria, the portion of annual taxable income amount of a small profit enterprise which does not exceed RMB1 million shall be computed at a reduced rate of 25% as taxable income amount, and be subject to enterprise income tax at 20% tax rate; the portion of annual taxable income amount which exceeds RMB1 million but does not exceed RMB3 million shall be computed at a reduced rate of 50% as taxable income amount, and be subject to enterprise income tax at 20% tax rate. Furthermore, our certain entities in China engaging in research and development activities in China were entitled to claim 150% of their research and development expenses so incurred as tax deductible expenses when determining their assessable profits for that year of 2016 and 2017, and to claim 175% of their research and development expenses as Super Deduction for the year of 2018, 2019 and 20192020 (“Super Deduction”) according to the relevant laws and regulations in the PRC. The enterprise income tax is calculated based on the entity’s global income as determined under PRC tax laws and accounting standards. We are subject to VAT at a rate of 13% prior to July 1, 2017, 11% from July 1, 2017 to April 30, 2018 and 10% from May 1, 2018 to March 1, 2019, and 9% since April 1, 2019 on sales of books, audio and video products, at a rate of 17% prior to May 1, 2018, 16% from May 1, 2018 to March 31, 2019 and 13% from April 1, 2019 on sales of other products, at a rate of 6% or 11%/10%/9% (11% prior to May 1, 2018, 10% from May 1, 2018 to March 31, 2019, and 9% since April 1, 2019) on logistics services and at a rate of 6% on advertising and other services, in each case less any deductible VAT we have already paid or borne. Since January 1, 2014, we have been exempted from VAT on sales of books. We are also subject to surcharges on VAT payments in accordance with PRC law. VAT has been phased in since January 1, 2012, to replace the business tax, and has been implemented in all industries since May 1, 2016. Dividends paid by our wholly foreign-owned subsidiaries in China to our intermediary holding companies in Hong Kong will be subject to a withholding tax rate of 10%, unless the relevant Hong Kong entity satisfies all the requirements under the Arrangement between the PRC and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion with respect to Taxes on Income and Capital and other regulations including Circular 9, and receives approval from the relevant tax authority. If the relevant Hong Kong entity satisfies all the requirements under the tax arrangement and receives approval from the relevant tax authority, then the dividends paid to the Hong Kong entity would be subject to withholding tax at the standard rate of 5%. Effective from November 1, 2015, the above mentioned approval requirement has been abolished, but a Hong Kong entity is still required to file application package with the relevant tax authority, and settle the overdue taxes if the preferential 5% tax rate is denied based on the subsequent review of the application package by the relevant tax authority. See “Item 3.D. Key Information—Risk Factors—Risks Related to Our Corporate Structure—We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.” If our holding company in the Cayman Islands or any of our subsidiaries outside of China were deemed to be a “resident enterprise” under the PRC Enterprise Income Tax Law, it would be subject to enterprise income tax on its worldwide income at a rate of 25%. See “Item 3.D. Key Information—Risk Factors—Risks Related to Doing Business in China—If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders or ADS holders.” The following table summarizes our consolidated results of operations in absolute amount and as a percentage of our total net revenues for the periods indicated. comparisons of historical results of operations should not be relied upon as indicative of future performance.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | For the Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (in millions, except for percentages) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | ) | | | | ) | | | | ) | | | | ) | | | | ) | | | | ) | | | | | ) | | | | ) | | | | ) | | | | ) | | | | ) | | | | ) | | | | ) | | | | | ) | | | | ) | | | | ) | | | | ) | | | | ) | | | | ) | | | | ) | | | | | ) | | | | ) | | | | ) | | | | ) | | | | ) | | | | ) | | | | ) | General and administrative | | | | ) | | | | ) | | | | ) | | | | ) | | | | ) | | | | ) | | | | ) | Impairment of goodwill and intangible assets | | | | | | | | | | | | ) | | | | ) | | | | | | | | | | | | | Gain on sale of development properties | | | | | | | | | | | | | | | | | | �� | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Income/(loss) from operations (1) | | | | ) | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Share of results of equity investees | | | | ) | | | | ) | | | | ) | | | | ) | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | ) | | | | ) | | | | ) | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | ) | | | | | | | | | | | | | | | | | ) | | | | ) | | | | ) | | | | ) | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income/(loss) from continuing operations | | | | ) | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income from discontinued operations, net of tax | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | For the Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (in millions, except for percentages) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 416,109 | | | | 90.1 | | | | 510,734 | | | | 88.5 | | | | 651,879 | | | | 99,905 | | | | 87.4 | | | | | 45,911 | | | | 9.9 | | | | 66,154 | | | | 11.5 | | | | 93,923 | | | | 14,394 | | | | 12.6 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 462,020 | | | | 100.0 | | | | 576,888 | | | | 100.0 | | | | 745,802 | | | | 114,299 | | | | 100.0 | | | | | (396,066 | ) | | | (85.8 | ) | | | (492,467 | ) | | | (85.4 | ) | | | (636,694 | ) | | | (97,578 | ) | | | (85.4 | ) | | | | (32,010 | ) | | | (6.9 | ) | | | (36,968 | ) | | | (6.4 | ) | | | (48,700 | ) | | | (7,464 | ) | | | (6.5 | ) | | | | (19,237 | ) | | | (4.2 | ) | | | (22,234 | ) | | | (3.8 | ) | | | (27,156 | ) | | | (4,162 | ) | | | (3.6 | ) | | | | (12,144 | ) | | | (2.6 | ) | | | (14,619 | ) | | | (2.5 | ) | | | (16,149 | ) | | | (2,475 | ) | | | (2.2 | ) | General and administrative | | | (5,160 | ) | | | (1.1 | ) | | | (5,490 | ) | | | (1.0 | ) | | | (6,409 | ) | | | (982 | ) | | | (0.9 | ) | Impairment of goodwill and intangible assets | | | (22 | ) | | | (0.0 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | Gain on sale of development properties | | | — | | | | — | | | | 3,885 | | | | 0.7 | | | | 1,649 | | | | 253 | | | | 0.2 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Income/(loss) from operations | | | (2,619 | ) | | | (0.6 | ) | | | 8,995 | | | | 1.6 | | | | 12,343 | | | | 1,891 | | | | 1.6 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Share of results of equity investees | | | (1,113 | ) | | | (0.2 | ) | | | (1,738 | ) | | | (0.3 | ) | | | 4,291 | | | | 658 | | | | 0.6 | | | | | 2,118 | | | | 0.5 | | | | 1,786 | | | | 0.3 | | | | 2,753 | | | | 422 | | | | 0.4 | | | | | (855 | ) | | | (0.2 | ) | | | (725 | ) | | | (0.1 | ) | | | (1,125 | ) | | | (172 | ) | | | (0.2 | ) | | | | 95 | | | | 0.0 | | | | 5,375 | | | | 0.9 | | | | 32,557 | | | | 4,989 | | | | 4.4 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (2,374 | ) | | | (0.5 | ) | | | 13,693 | | | | 2.4 | | | | 50,819 | | | | 7,788 | | | | 6.8 | | | | | (427 | ) | | | (0.1 | ) | | | (1,803 | ) | | | (0.3 | ) | | | (1,482 | ) | | | (227 | ) | | | (0.2 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (2,801 | ) | | | (0.6 | ) | | | 11,890 | | | | 2.1 | | | | 49,337 | | | | 7,561 | | | | 6.6 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Includes share-based compensation expenses as follows: |
| | | | | | | | | | | | | | | | | | | | For the Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | ) | | | | ) | | | | ) | | | | | ) | | | | ) | | | | ) | | | | ) | | | | | ) | | | | ) | | | | ) | | | | ) | | | | | ) | | | | ) | | | | ) | | | | ) | General and administrative | | | | ) | | | | ) | | | | ) | | | | ) |
We have two operating segments, namely JD Retail and New Businesses. JD Retail mainly consists of online retail, online marketplace and marketing services in China. New Businesses include logistics services provided to third parties, overseas business, technology initiatives, as well as asset management services to logistics property investors and sale of development properties by JD Property. JD Digits was previously included in New Businesses, but has been deconsolidated from our financial statements since June 30, 2017 as a result of its reorganization. Our product sales, marketplace and marketing services are mainly included in the JD Retail segment, and our logistics and other services are mainly included in the New Businesses segment.
The table below provides a summary of our operating segment results: | | | | | | | | | | | | | | | | | | | | For the Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | Net revenues: | | | | | | | | | | | | | | | | | | JD Retail | | | 356,020 | | | | 447,502 | | | | 552,245 | | | | 79,325 | | | New Businesses | | | 6,022 | | | | 14,665 | | | | 23,932 | | | | 3,438 | | | Inter-segment | | | (547 | ) | | | (1,103 | ) | | | (435 | ) | | | (63 | ) | | | | | | | | | | | | | | | | | | | | Total segment net revenues | | | 361,495 | | | | 461,064 | | | | 575,742 | | | | 82,700 | | | Unallocated items* | | | 837 | | | | 956 | | | | 1,146 | | | | 165 | | | | | | | | | | | | | | | | | | | | | Total consolidated net revenues | | | 362,332 | | | | 462,020 | | | | 576,888 | | | | 82,865 | | | | | | | | | | | | | | | | | | | | | Operating income/(loss): | | | | | | | | | | | | | | | | | | JD Retail | | | 4,956 | | | | 7,049 | | | | 13,775 | | | | 1,979 | | | New Businesses | | | (2,070 | ) | | | (5,137 | ) | | | (1,022 | ) | | | (147 | ) | Including: gain on sale of development properties | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total segment operating income | | | 2,886 | | | | 1,912 | | | | 12,753 | | | | 1,832 | | | Unallocated items* | | | (3,721 | ) | | | (4,531 | ) | | | (3,758 | ) | | | (540 | ) | | | | | | | | | | | | | | | | | | | | Total consolidated operating income/(loss) | | | (835 | ) | | | (2,619 | ) | | | 8,995 | | | | 1,292 | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | For the Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 447,502 | | | | 552,245 | | | | 702,930 | | | | 107,729 | | | | | 14,665 | | | | 23,932 | | | | 42,791 | | | | 6,558 | | | | | (1,103 | ) | | | (435 | ) | | | (725 | ) | | | (111 | ) | | | | | | | | | | | | | | | | | | Total segment net revenues | | | 461,064 | | | | 575,742 | | | | 744,996 | | | | 114,176 | | | | | 956 | | | | 1,146 | | | | 806 | | | | 123 | | | | | | | | | | | | | | | | | | | Total consolidated net revenues | | | 462,020 | | | | 576,888 | | | | 745,802 | | | | 114,299 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,049 | | | | 13,775 | | | | 19,484 | | | | 2,986 | | | | | (5,137 | ) | | | (1,022 | ) | | | (2,498 | ) | | | (383 | ) | Including: gain on sale of development properties | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total segment operating income | | | 1,912 | | | | 12,753 | | | | 16,986 | | | | 2,603 | | | | | (4,531 | ) | | | (3,758 | ) | | | (4,643 | ) | | | (712 | ) | | | | | | | | | | | | | | | | | | Total consolidated operating income/(loss) | | | (2,619 | ) | | | 8,995 | | | | 12,343 | | | | 1,891 | | | | | | | | | | | | | | | | | | |
| * | Unallocated items include share-based compensation, amortization of intangible assets resulting from assets and business acquisitions, effects of business cooperation arrangements, and impairment of goodwill and intangible assets, which are not allocated to segments. |
Operating expenses (excluding cost of revenues)(including fulfillment expenses, marketing expenses, research and development expenses and general and administrative expenses) before unallocated items as a percentage of net revenues for JD Retail were 12.9%13.1%, 13.1%12.3% and 12.3%11.9% for the years ended December 31, 2017, 2018, 2019 and 2020, respectively. Years Ended December 31, 2020 and 2019 respectively. Our total net revenues increased by 29.3% from RMB576,888 million in 2019 to RMB745,802 million (US$114,299 million) in 2020, with increases in both categories of net revenues. Net product revenues increased by 27.6% from RMB510,734 million in 2019 to RMB651,879 million (US$99,905 million) in 2020. Net service revenues increased by 42.0% from RMB66,154 million in 2019 to RMB93,923 million (US$14,394 million) in 2020. The increase in our total net revenues was primarily due to our ability to expand our customer base and achieve a higher customer retention in 2020. Our annual active customer accounts increased from 362.0 million in 2019 to 471.9 million in 2020. The spread ofCOVID-19 pandemic to a certain extent stimulated the sales of our general merchandise products (such as pharmaceutical and healthcare products, household goods, and fresh produce) as more customers switched their buying pattern from offline to online. The increase in our net service revenues was primarily due to the enhanced penetration of our logistics services to our third-party merchants and other third parties, as well as our efforts to continually enhance our smart marketing technologies, resulting in an improved marketing efficiency and a better growth of our marketing services. Our cost of revenues increased by 29.3% from RMB492,467 million in 2019 to RMB636,694 million (US$97,578 million) in 2020. This increase was primarily due to the growth of our online retail business and increase in costs related to the logistics services provided to merchants and other partners. Our fulfillment expenses increased by 31.7% from RMB36,968 million in 2019 to RMB48,700 million (US$7,464 million) in 2020. This increase was primarily due to the increase in shipping charges, compensation costs relating to fulfillment personnel, rental expenses for our fulfillment infrastructure and payment processing charges, which was in line with the growth of our sales volume. The spread ofCOVID-19 pandemic also caused incremental costs, and accelerated the category mix shift toward the high frequency but small ticket size consumer staple categories which led higher fulfillment expenses. Our marketing expenses increased by 22.1% from RMB22,234 million in 2019 to RMB27,156 million (US$4,162 million) in 2020. This increase was primarily due to an increase in our advertising expenditures on both online and offline channels from RMB19,286 million in 2019 to RMB23,088 million (US$3,538 million) in 2020, as we continued to enhance our brand recognition and promote our new business initiatives.
Research and development expenses. top-notch R&D talent and technology infrastructure. The increase in our research and development expenses was primarily attributable to the increase in the compensation costs along with the increase of headcount of our technology employees. Our R&D employees increased from 14,047 as of December 31, 2019 to 17,239 as of December 31, 2020. We had also seen a rapid increase in research and development expenses in connection with the execution of our strategies of continuously improving our mobile, big data and cloud computing technologies.General and administrative expenses. Gain on sale of development properties. Share of results of equity investees. Others, net was RMB5,375 million income in 2019 and RMB32,556 million (US$4,989 million) income in 2020. The substantial increase was primarily due to the increase in the net gain arising from increases in the market prices of our equity investments in publicly-traded companies, over which we do not have significant influence, which achieved a net gain of RMB29,483 million (US$4,518 million) in 2020 as compared to a net gain of RMB3,496 million in 2019. As a result of the foregoing, we had a net income of RMB49,337 million (US$7,561 million) in 2020, as compared to a net income of RMB11,890 million in 2019. Years Ended December 31, 2019 and 2018 Our total net revenues increased by 24.9% from RMB462,020 million in 2018 to RMB576,888 million (US$82,865 million) in 2019, with increases in both categories of net revenues. Net product revenues increased by 22.7% from RMB416,109 million in 2018 to RMB510,734 million (US$73,362 million) in 2019. Net service revenues increased by 44.1% from RMB45,911 million in 2018 to RMB66,154 million (US$9,503 million) in 2019. The increase in our total net revenues was primarily due to our ability to expand our customer base and enhance customer engagement in 2019. Our annual active customer accounts increased from 305.3 million in 2018 to 362.0 million in 2019. The increase in our net service revenues was primarily due to the increasing penetration of our logistics services among our third-party merchants and other third parties, as well as the increase in the marketing services due to our continuous improvement in the automated marketing technologies which resulted in higher ROI and attracted business partners to spend more on marketing. Our cost of revenues increased by 24.3% from RMB396,066 million in 2018 to RMB492,467 million (US$70,738 million) in 2019. This increase was primarily due to the growth of our online retail business. Costs related to the logistics services provided to third parties also increased rapidly along with the expansion of our logistics business. Our fulfillment expenses increased by 15.5% from RMB32,010 million in 2018 to RMB36,968 million (US$5,310 million) in 2019. This increase was primarily due to the increase in shipping charges, compensation costs relating to fulfillment personnel, rental expenses for our fulfillment infrastructure and payment processing charges, corresponding with the growth of our sales volume. Fulfillment expenses as a percentage of net revenues, were 6.4% in 2019, as compared to 6.9% in 2018, primarily due to economies of scale from enhanced logistics capacity utilization and staff productivity.
Our marketing expenses increased by 15.6% from RMB19,237 million in 2018 to RMB22,234 million (US$3,194 million) in 2019. This increase was primarily due to an increase in our advertising expenditures on both online and offline channels from RMB15,970 million in 2018 to RMB19,286 million (US$2,770 million) in 2019, as we continued to enhance our brand recognition and to promote our new business initiatives.
Research and development expenses. Our research and development expenses increased by 20.4% from RMB12,144 million in 2018 to RMB14,619 million (US$2,100 million) in 2019 as we continued to invest in top-notch R&D talent and technology infrastructure. The increase in our research and development expenses was primarily attributable to the increase in the depreciation and amortization expenses in connection with an increase in the number of servers and other electronic equipment, the IDC expenses in connection with the execution of our strategies of continuously improving our mobile, big data and cloud computing technologies, and the compensation costs associated with research and development personnel and relating to hiring additional senior and experienced technology personnel. General and administrative expenses. Our general and administrative expenses slightly increased by 6.4% along with the expansion of our business, from RMB5,160 million in 2018 to RMB5,490 million (US$789 million) in 2019. Gain on sale of development properties. Gain on sale of development properties was nil in 2018, and RMB3,885 million (US$558 million) in 2019. The gain on sale of development properties in 2019 was primarily derived from sale of development properties to Core Fund. Share of results of equity investees. Share of results of equity investees was a loss of RMB1,738 million (US$250 million) in 2019, compared to a loss of RMB1,113 million in 2018. In 2019, our share of results of equity investees was primarily attributable to losses picked up from our equity method investments in Dada Group and impairment losses recognized from our equity method investments in Bitauto and Tuniu.Tuniu Group.Others, net was RMB95 million income in 2018 and RMB5,375 million (US$772 million) income in 2019. In 2019, others, net mainly contained an unrealized gain from fair value change of long-term investments, the realized gain from disposals of our business, and government financial incentives. As a result of the foregoing, we had a net income of RMB11,890 million (US$1,708 million) in 2019, as compared to a net loss of RMB2,801 million in 2018. Years Ended December 31, 2018 and 2017
Our total net revenues increased by 27.5% from RMB362,332 million in 2017 to RMB462,020 million in 2018, with increases in both categories of net revenues. Net product revenues increased by 25.4% from RMB331,824 million in 2017 to RMB416,109 million in 2018. Net service revenues increased by 50.5% from RMB30,508 million in 2017 to RMB45,911 million in 2018.The increase in our total net revenues was primarily due to our ability to expand our customer base and enhance customer engagement in 2018. Our annual active customer accounts increased from 292.5 million in 2017 to 305.3 million in 2018. Over the years, our customers have shown loyalty to us through their increased activity levels. The increase in our net service revenues was also due to the increasing penetration of our logistics services among our third-party merchants and other third parties.
Our cost of revenues increased by 27.1% from RMB311,517 million in 2017 to RMB396,066 million in 2018. This increase was primarily due to the growth of our online retail business. Costs related to the logistics services provided to third parties also increased rapidly along with the expansion of our logistics business.Our fulfillment expenses increased by 23.8% from RMB25,865 million in 2017 to RMB32,010 million in 2018. This increase was primarily due to the increase in compensation costs relating to fulfillment personnel, shipping charges from contracted third-party shipping companies and couriers, rental expenses for our fulfillment infrastructure and payment processing charges, corresponding with the growth of our sales volume. Fulfillment expenses as a percentage of net revenues, were 6.9% in 2018, as compared to 7.1% in 2017.Our marketing expenses increased by 28.9% from RMB14,918 million in 2017 to RMB19,237 million in 2018. This increase was primarily due to an increase in our advertising expenditures on both online and offline channels from RMB12,376 million in 2017 to RMB15,970 million in 2018, as we continued to enhance our brand recognition and to promote our new business initiatives.
Research and development expenses.
Our research and development expenses increased by 82.6% from RMB6,652 million in 2017 to RMB12,144 million in 2018. This increase was primarily due to the increase in the headcount of our technology employees and our continued investment in technology infrastructure. Our technology employees increased from 11,938 as of December 31, 2017 to 16,380 as of December 31, 2018, which involved the addition of research and development talent and the hiring of additional senior and experienced technology employees to execute our technology-related strategies of continuously improving our mobile, big data and cloud computing technologies.General and administrative expenses.Our general and administrative expenses increased by 22.4% from RMB4,215 million in 2017 to RMB5,160 million in 2018. This increase was primarily due to an increase in staff cost from RMB1,324 million in 2017 to RMB1,637 million in 2018, and an increase in share-based compensation expenses from RMB1,520 million in 2017 to RMB1,816 million in 2018, which were attributable to an increase in the number of employees along with business expansion.
Share of results of equity investees.
Share of results of equity investees was a loss of RMB1,113 million in 2018, compared to a loss of RMB1,927 million in 2017. In 2018, our share of results of equity investees was primarily attributable to losses picked up from our equity method investments in Dada Group and Bitauto.Others, net was RMB1,317 million income in 2017 and RMB95 million income in 2018. In 2018, others, net mainly contained loss from fair value change of long-term investments and the realized gain from disposals of long-term investments.As a result of the foregoing, we had a net loss of RMB2,801 million in 2018, as compared to a net loss from continuing operations of RMB19 million in 2017.Critical Accounting Policies An accounting policy is considered critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time such estimate is made, and if different accounting estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the consolidated financial statements. We prepare our consolidated financial statements in conformity with U.S. GAAP, which requires us to make judgments, estimates and assumptions. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experiences and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates. Some of our accounting policies require a higher degree of judgment than others in their application and require us to make significant accounting estimates. The following descriptions of critical accounting policies, judgments and estimates should be read in conjunction with our consolidated financial statements and other disclosures included in this annual report. When reviewing our financial statements, you should consider (i) our selection of critical accounting policies, (ii) the judgments and other uncertainties affecting the application of such policies and (iii) the sensitivity of reported results to changes in conditions and assumptions.
Consolidation of Affiliated Entities Foreign ownership of internet-based businesses is subject to significant restrictions under current PRC laws and regulations. The PRC government regulates internet access, the distribution of online information and the conduct of online commerce through strict business licensing requirements and other government regulations. These laws and regulations also include limitations on foreign ownership in PRC companies that provide internet content distribution services.
To comply with PRC laws and regulations, we conduct our operations in China through a series of contractual arrangements entered into between our PRC subsidiaries, including Jingdong Century, Xi’an Jingxundi and Beijing Jingdong Jiankang Co., Ltd., and our affiliated PRC entities, including, among others, Jingdong 360, Jiangsu Yuanzhou, Jingdong Bangneng, and Xi’an Jingdong Xincheng, and Suqian Jingdong Tianning, and their respective shareholders. As a result of these contractual arrangements, we have the ability to direct the activities of these PRC affiliates that most significantly impact their economic performance, and to obtain a majority of the residual returns of these entities. We are considered the primary beneficiary of these entities, and accordingly these entities are our variable interest entities under U.S. GAAP and we consolidate their results in our consolidated financial statements. We will reconsider the initial determination of whether a legal entity is a consolidated affiliated entity upon certain events listed in ASC occurring. We will also continuously reconsider whether we are the primary beneficiaries of our affiliated entities as facts and circumstances change. Any changes in PRC laws and regulations that affect our ability to control these entities might preclude us from consolidating these entities in the future. Investment in Equity Investees Investment in equity investees represents our investments in privately held companies, publicly traded companies and private equity funds. We apply the equity method of accounting to account for an equity investment, in common stock or in-substance common stock, according to ASC Topic 323, Investment—Equity Method and Joint Ventures (“ASC 323”), over which it has significant influence but does not own a majority equity interest or otherwise control. An investment in in-substance common stock is an investment in an entity that has risk and reward characteristics that are substantially similar to that entity’s common stock. We consider subordination, risks and rewards of ownership and obligation to transfer value when determining whether an investment in an entity is substantially similar to an investment in that entity’s common stock. Under the equity method, our share of the post-acquisition profits or losses of the equity investees are recorded in “share of results of equity investees” in our consolidated statements of operations and comprehensive income/(loss) and our share of post-acquisition movements of accumulated other comprehensive income are recorded in accumulated other comprehensive income/(loss) as a component of shareholders’ equity. We record our share of the results of equity investments in publicly listed companies and certain privately held companies on one quarter in arrears basis. The excess of the carrying amount of the investment over the underlying equity in net assets of the equity investee represents goodwill and intangible assets acquired. When our share of losses in the equity investee equals or exceeds our interest in the equity investee, we do not recognize further losses, unless we have incurred obligations or made payments or guarantees on behalf of the equity investee, or we hold other investments in the equity investee. We continually review our investment in equity investees under equity method to determine whether a decline in fair value to below the carrying value is other-than-temporary. The primary factors we consider are in our determination are the duration and severity of the decline in fair value, the financial condition, operating performance and the prospects of the equity investee, and other company specific information such as recent financing rounds. If the decline in fair value is deemed to be other-than-temporary, the carrying value of the equity investee is written down to fair value. Private equity funds pursue various investment strategies, including event driven and multi-strategy. Investments in private equity funds generally are not redeemable due to the closed-ended nature of these funds. Beginning on January 1, 2018, these private equity funds, over which we do not have the ability to exercise significant influence, are accounted for under the existing practical expedient in ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”) to estimate fair value using the net asset value per share (or its equivalent) of the investment (“NAV practical expedient”).
Beginning on January 1, 2018, upon the adoption of ASU 2016-01, our equity investments without readily determinable fair values, which do not qualify for NAV practical expedient and over which we do not have the ability to exercise significant influence through the investments in common stock or in substance common stock, are accounted for under the measurement alternative upon the adoption of Accounting Standards Update (“ASU”)2016-01
(the(the “Measurement Alternative”). Under the Measurement Alternative, the carrying value is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. All gains and losses on these investments, realized and unrealized, are recognized in others, net“others, net” in the Consolidated Statementsconsolidated statements of Operationsoperations and Comprehensive Income/(Loss)comprehensive income/(loss). We make assessment of whether an investment is impaired based on performance and financial position of the investee as well as other evidence of market value at each reporting date. Such assessment includes, but is not limited to, reviewing the investee’s cash position, recent financing, as well as the financial and business performance. We recognize an impairment loss equal to the difference between the carrying value and fair value in others, net in the Consolidated Statementsconsolidated statements of Operationsoperations and Comprehensive Income/(Loss)comprehensive income/(loss) if there is any. Prior to January 1, 2018, the cost method of accounting was used.
We adopted ASC topic 606, Revenue from Contracts with Customers (“ASC 606”), from January 1, 2018, using the modified retrospective transition method. Revenues for the years ended December 31, 2018 and 2019 were presented under ASC 606, and revenues for the year ended December 31, 2017 were not adjusted and continue to be presented under ASC topic 605,(“ASC 605”). Our revenue recognition policies effective on the adoption date of ASC 606 are presented as below.approach.Consistent with the criteria of ASC 606, we recognize revenues when we satisfy a performance obligation by transferring a promised good or service (that is, an asset) to a customer. An asset is transferred when the customer obtains control of that asset. In accordance with ASC 606, we evaluate whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. When we are acting as a principal, that we obtain control of the specified goods or services before they are transferred to the customers, the revenues should be recognized in the gross amount of consideration to which it expects to be entitled in exchange for the specified goods or services transferred. When we are acting as an agent and our obligation is to facilitate third parties in fulfilling their performance obligation for specified goods or services, the revenues should be recognized in the net amount for the amount of commission which we earn in exchange for arranging for the specified goods or services to be provided by other parties. Revenues are recorded net of value-added taxes. We recognize revenue net of discounts and return allowances when the products are delivered and title passesis passed to customers. Significant judgement is required to estimate return allowances. For online retail business with return conditions, we reasonably estimate the possibility of return based on the historical experience, changes in judgments on these assumptions and estimates could materially impact the amount of net revenues recognized. We also sell prepaid cards which can be redeemed to purchase products sold on mobile apps and website.the JD Platform. In accordance with ASC 606, the cash collected from the sales of prepaid cards is initially recorded in advance from customers in the Consolidated Balance Sheetsconsolidated balance sheets and subsequently recognized as revenues upon the sales of the respective products through redemption of prepaid cards are completed. WhileUpon the portionadoption of ASC 606, we began to recognize revenue from estimated unredeemed is recognized as revenuesprepaid cards over the expected customer redemption periods.periods, rather than waiting until prepaid cards expire or when the likelihood of redemption becomes remote.Revenue arrangements with multiple deliverables are divided into separate units of accounting based on the stand-alone selling price (“SSP”) of each separate unit. In instances where SSP is not directly observable, such as we do not have vendor-specific objective evidence or third-party evidence of the selling prices of the deliverables, considerations are allocated using estimated selling prices. Determining the SSP of each separate unit may require significant judgments, and significant assumptions and estimates have been made in estimating the relative selling price of each single-element.
Inventories, consisting of products available for sale, are stated at the lower of cost and net realizable value. Cost of inventory is determined using the weighted average cost method. Adjustments are recorded to write down the cost of inventory to the estimated net realizable value due to slow-moving merchandise and damaged goods, which is dependent upon factors such as inventory aging, historical and forecasted consumer demand, and promotional environment.market conditions that impact pricing. We take ownership, risks and rewards of the products purchased, but have arrangements to return unsold goods with certain vendors. Write-downs are recorded in cost of revenues in our Consolidated Statementsconsolidated statements of Operationsoperations and Comprehensive Income/(Loss)comprehensive income/(loss). As a measure of sensitivity, for every 1% of additional inventory valuation allowance as of December 31, 2019,2020, we would have recorded an additional cost of sales of approximately RMB590RMB609 million (US$8593 million).
We also provide fulfillment-related services in connection with our online marketplace. Third-party merchants maintain ownership of their inventories and therefore these products are not included in our inventories. Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired in a business combination. Goodwill is not depreciated or amortized but is tested for impairment annually or more frequentlyon an annual basis as of December 31, and in between annual tests when an event occurs or circumstances change that could indicate that the carrying value may notasset might be recoverable. Our annualimpaired. In accordance with the FASB guidance on testing date is December 31. Weof goodwill for impairment, we first assess qualitative factors to determine whether it is necessary to performmore likely than not that the two-step
test in accordance with ASC350-20,
Intangibles—Goodwill and Other: Goodwill, (“ASC350-20”).
fair value of a reporting unit is less than its carrying amount. If as a result of the qualitative assessment, it is more-likely-than-not
more likely than not that the fair value of the reporting unit is less than its carrying amount, the two-step
quantitative impairment test described above is required.mandatory. Otherwise, no further testing is required. In performing thetwo-step
The quantitative impairment test the first step compares the carrying amountconsists of the reporting unit toa comparison of the fair value of theeach reporting unit.unit with its carrying amount, including goodwill. If the carrying amount of each reporting unit exceeds its fair value, a second step is performedan impairment loss equal to compute the amount of impairment as the difference between the implied fair value of the reporting unit’s goodwill and the carrying amount of goodwill.goodwill will be recorded. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. The judgment in estimating the fair value of reporting units includes estimating future cash flows, determining appropriate discount rates, consideration of the impact ofCOVID-19, and making other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit. In January 2017, the FASB issued ASU2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment 2017-04”), the guidance removes step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not the difference between the fair value and carrying amount of goodwill which was the step 2 test before. We adopted ASU2017-04 beginning January 1, 2020 and used theone-step method for the goodwill impairment assessment for the year ended December 31, 2020. During the years ended December 31, 2017, 2018, 2019 and 2019,2020, management monitored the actual performance of the business and conducted goodwill impairment test pursuant to ASC 350.test. The goodwill impairment charges during the years ended December 31, 2017, 2018, 2019 and 20192020 are nil, RMB7 million, nil and nil, respectively. NonrecourseNon-recourse Securitization Debt and Transfer of Financial Assets
We, in collaboration with JD Digits, periodically securitize accounts receivable and loan receivables arising from consumer financing through the transfer of those assets to securitization vehicles. The securitization vehicles then issue debt securities to third-party investors and JD Digits, collateralized by the transferred assets. The asset-backed debt securities issued by the securitization vehicles are nonrecoursenon-recourse to us and are payable only out of collections on their respective underlying collateralized assets. The securitization vehicles are considered variable interest entities pursuant to ASC Topic 810, . We will consolidate the securitization vehicles when economic interests are retained in the form of subordinated interests, and we actacting as the servicer of securitization vehicles. Accordingly, we are precluded from recording the related transfers of assets in securitization transactions as sales. Asset-backed debt securities issued by the consolidated securitization vehicles are accounted for as the financing type transactions.
We willdo not consolidate the securitization vehicles when no economic interests are retained by us, and we have no continuing involvements, including being the servicer of the securitization vehicles. Transfers are accounted for as sale and the corresponding transferred accounts receivable are de-recognized in our consolidated balance sheets pursuant to ASC Topic 860, (“ASC 860”), ( only if they meet all of the three criteria: (i) the transferred financial assets have been isolated from the transferor and its creditor, (ii) each transferee has the rights to pledge or exchange the transferred assets, or the transferor has no continuing involvement with the transferred financial assets, and (iii) the transferor does not maintain effective control over the transferred financial assets or third-party beneficial interests related to those transferred assets. Otherwise, the transfertransfers of the assets will beare accounted for as a financing type transaction if the conditions in ASC are not met. The “under common control” relationship of the transferor and transferee should be ignored when applying ASC 860 as long as the transferee willis not be consolidated by the transferor.
Due to our continuing involvement rights in securitization vehicles prior to October 2017, we cannot derecognize the existing receivables through the transfer of the receivables to securitization vehicles. The proceeds from the financing-type transactions were reported as current andnon-current
nonrecourse securitization debt in our consolidated balance sheets based on their respective expected repayment dates pursuant to ASC 860. While the contractual maturities of the asset-backed debt securities were from 2018 to 2019, the securities were repaid as collections on the underlying collateralized assets occur. As of December 31, 2018 and 2019, the collateralized accounts receivable were RMB3,116 million and nil, respectively, and the collateralized loan receivables were RMB1,281 million and nil, respectively.The weighted average interest rate for the outstanding nonrecourse securitization debt as of December 31, 2018 was approximately 5.81% per annum. The interest expenses in relation to the nonrecourse securitization debt were charged back to JD Digits.
Beginning October 2017, we have revised certain structural arrangements to relinquish our continuing involvement rights when setting up the new securitization vehicles. In 2019, RMB21,500 million (2017: RMB8,000 million, 2018: RMB17,500 million) consumer credit receivables financial assets were derecognized through the sales type arrangements, including accounts receivable of RMB15,302 million (2017: RMB5,693 million, 2018: RMB12,632 million) and loan receivables of RMB6,198 million (2017: RMB2,307 million, 2018: RMB4,868 million). Proceeds from the derecognition were RMB21,500 million in 2019 (2017: RMB8,000 million, 2018: RMB17,500 million), and JD Digits and other third party investors acted as the servicers and purchased the subordinate tranche of the securitization vehicles in these transactions. The investors, including JD Digits, have no recourse to us when the underlying consumers fail to pay amounts contractually on due. The gain/loss recorded upon the sale accounting was immaterial infor the periods presented. We grant restricted share units (“RSUs”) and share options of our company and our subsidiaries to eligible employees and non-employeenon-employees.
consultants. We account for these share-based awards issued to employees in accordance with ASC Topic 718, Compensation — Stock Compensation.Compensation We early adopted ASU 2018-07, “Compensation—Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting” Accounting beginning July 1, 2018, before then, we accounted for share-based awards issued to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees.Non-Employees
Employees’ share-based awards, non-employees’ share-based awards and the founder’s share-based awards are measured at the grant date fair value of the awards and recognized as expenses (a) immediately at grant date if no vesting conditions are required, or (b) using graded vesting method, net of estimated forfeitures, over the requisite service period, which is the vesting period. All transactions in which goods or services are received in exchange for equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. We use the binominal option-pricing model to estimate the fair value of share options. The determination of estimated fair value of share-based payment awards on the grant date is affected by the fair value of our ordinary shares as well as assumptions regarding a number of complex and subjective variables. These variables include our expected value volatility over the expected term of the awards, actual and projected employee share option exercise behaviors, a risk-free interest rate, exercise multiple and expected dividend yield, if any. Determination of estimated fair value of our subsidiaries before they were publicly listed requires complex and subjective judgments due to their limited financial and operating history, unique business risks and limited public information on companies in China similar to our subsidiaries. We estimate our subsidiaries’ enterprise value for purposes of recording share-based compensation, and the information considered by us mainly include but are not limited to the pricing of recent rounds of financing, future cash flow forecasts, discount rates, and liquidity factors.
We recognize the estimated compensation cost of RSUs based on the fair value of its ordinary shares on the date of the grant. We recognize the compensation cost, net of estimated forfeitures, over a vesting term for service-based RSUs. We also recognize the compensation cost of performance-based share awards, net of estimated forfeitures, if it is probable that the performance condition will be achieved at the end of each reporting period. Forfeitures are estimated at the time of grant and revised in the subsequent periods if actual forfeitures differ from those estimates.
Current income taxes are provided on the basis of net income for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. We follow the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the temporary differences between the financial statements carrying amounts and tax bases of existing assets and liabilities by applying enacted statutory tax rates that will be in effect in the period in which the temporary differences are expected to reverse. We record a valuation allowance to reduce the amount deferred tax assets if based on the weight of available evidence, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rate is recognized in our consolidated statements of operations and comprehensive income/(loss) in the period of change. Deferred tax assets and liabilities are classified as non-current in the consolidated balance sheets. We recognize in our consolidated financial statements the benefit of a tax position if the tax position is “more likely than not” to prevail based on the facts and technical merits of the position. Tax positions that meet the “more likely than not” recognition threshold are measured at the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon settlement. We estimate our liability for unrecognized tax benefits which are periodically assessed and may be affected by changing interpretations of laws, rulings by tax authorities, changes and/or developments with respect to tax audits, and expiration of the statute of limitations. The ultimate outcome for a particular tax position may not be determined with certainty prior to the conclusion of a tax audit and, in some cases, appeal or litigation process. The actual benefits ultimately realized may differ from our estimates. As each audit is concluded, adjustments, if any, are recorded in our consolidated financial statements in the period in which the audit is concluded. Additionally, in future periods, changes in facts, circumstances and new information may require us to adjust the recognition and measurement estimates with regard to individual tax positions. Changes in recognition and measurement estimates are recognized in the period in which the changes occur. As of December 31, 20182019 and 2019,2020, we did not have any significant unrecognized uncertain tax positions. Before January 1, 2019, we adopted the ASC Topic 840 (“ASC 840”), , each lease is classified at the inception date as either a capital lease or an operating lease. We adopted the new lease accounting standard, ASC Topic 842, (“ASC 842”), from January 1, 2019 using the optionalmodified retrospective transition methodapproach through a cumulative-effect adjustment in the period of adoption rather than retrospectively adjusting prior periods and the package of practical expedients. We categorize leases with contractual terms longer than twelve months as either operating or finance lease. However, we have no finance leases for any of the periods presented. (“ROU”) assets represent our right to use underlying assets for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term, reduced by lease incentives received, plus any initial direct costs, using the discount rate for the lease at the commencement date. As the implicit rate in lease is not readily determinable for our operating leases, we generally use the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. When calculating the incremental borrowing rates, we have taken into account the recent ratings from credit agencies, recent loan prime rate in the PRC and other market rates in the economic environments where our leased assets are located. We apply the incremental borrowing rates at a portfolio level based on lease terms. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We account for lease and non-lease components separately.
We also enter into sale and leaseback transactions. We act as the seller-lessee, transfers itsour assets to a third-party entity (the buyer-lessor) and then leases the transferred assets back from the buyer-lessor using an arm-length rental price. Upon consideration of ASC Topic and ASC 606, the transfer of the underlying assets is considered as sales, and according to ASC 842, the leaseback transaction is classified as an operating lease. Therefore, the sale and the leaseback of the underlying assets are separately accounted for by us. Upon completion of the transaction, the legal titles of these assets are transferred to the third-party entity (the buyer-lessor), and we derecognize these transferred assets and recognizes gains or losses from disposal of these assets in accordance with ASC Topic 360, Property, Plant and Equipment.Equipment The leaseback transactions are accounted for under ASC 842, and the ROU assets and lease liabilities are recognized at commencement date accordingly.
Recent Accounting Pronouncements For a summary of recently issued accounting pronouncements, see Note 2 to the consolidated financial statements of JD.com, Inc.Inc, its subsidiaries and its subsidiariesconsolidated variable interest entities pursuant to Item 1718 of Part III of this annual report. B. Liquidity and Capital Resources
| Liquidity and Capital Resources |
Our primary sources of liquidity have been proceeds from operating activities, equity and debt financing, and certain business or assets reorganizations. In May 2014, we completed our initial public offering in which we issued and sold an aggregate of 83,060,200 ADSs, representing 166,120,400 Class A ordinary shares, resulting in net proceeds to us of approximately US$1.5 billion. Concurrently with our initial public offering, we also raised US$1.3 billion by selling 139,493,960 Class A ordinary shares to Huang River Investment Limited, our existing shareholder, in a private placement. In April 2016, we issued an aggregate of US$500 million unsecured senior notes due 2021, with stated annual interest rate of 3.125%, and an aggregate of US$500 million unsecured senior notes due 2026, with stated annual interest rate of 3.875%. The net proceeds from the sale of these notes were used for general corporate purposes. As of December 31, 2019,2020, the total carrying value and estimated fair value were US$498.4499.6 million and US$507.3504.0 million, respectively, with respect to the notes due 2021, and US$492.4493.5 million and US$524.1559.8 million, respectively, with respect to the notes due 2026. The estimated fair values were based on quoted prices for our publicly traded debt securities as of December 31, 2019.2020. The unsecured senior notes contain covenants including, among others, limitation on liens, and restriction on consolidation, merger and sale of all or substantially all of our assets. We are in compliance with all the covenants. During 2019,2020, we paid an aggregate of US$35.035 million in interest payments related to these notes. As of June 30, 2017, we completed the reorganization JD Digits. Pursuant to the agreements relating to the reorganization, we received approximately RMB14.3 billion in cash with an economic gain of RMB14.2 billion. See also “Item 4. Information on the Company—A. History and Development of the Company—Our Strategic Cooperations and Other Developments––JD Digits.” In December 2017, we entered into a five-year US$1.0 billion term and revolving credit facilities agreement with a group of 24 arrangers. The facilities were priced at 115 basis points over LIBOR. The use of proceeds of the facilities were intended for general corporate purposes. As of the date of this annual report, we had fullyUS$0.45 billion of the credit facilities was drawn down the credit facilities.and outstanding. In February 2018, we entered into definitive agreements with certain third-party investors for financing of JD Logistics and raised approximately US$2.5 billion from this round of financing. After the completion of this financing, the third-party investors own approximately 19% of the equity interests of JD Logistics on a fully diluted basis.basis at the time.
In June 2018, we received US$550 million from Google by issuing 27,106,948 Class A ordinary shares to Google. In 2019 and 2020, we sold certain of our development properties and received proceeds of RMB7.9 billion (US$1.1 billion),and RMB4.8 billion, respectively, which primarily related to Core Funds and Development Fund transaction. In February 2019, we entered into a definitive agreement with Core Fund, pursuant to which we sold certain of our modern logistics facilities to Core Fund for a total gross asset value of RMB10.9 billion. In the second half of 2019, the closing conditions for the completed assets were met, and we recorded a total disposal gain of RMB3.8 billion for the completed assets in 2019.I transactions. See also “Item 4. Information on the Company––A. History and Development of the Company—Our Strategic Cooperations and Other Developments ––JD Property Management Group.Property.” In November 2019, our healthcare subsidiary, JD Health, International, Inc., or JD Health, completed the non-redeemable series A preferredpreference share financing with a group of third-party investors. The total amount of financing raised was US$931 million, representing 13.5% of the ownership of JD Health on a fully diluted basis upon the completion of this transaction.
In January 2020, we issued an aggregate of US$700 million senior unsecured notes due 2030, with stated annual interest rate of 3.375%, and an aggregate of US$300 million senior unsecured notes due 2050, with stated annual interest rate of 4.125%. The net proceeds from the sale of these notes will beare used for general corporate purposes and refinancing. As of December 31, 2020, the total carrying value and estimated fair value were US$690.0 million and US$755.7 million, respectively, with respect to the notes due 2030, and US$287.0 million and US$327.3 million, respectively, with respect to the notes due 2050. The estimated fair values were based on quoted prices for our publicly traded debt securities as of December 31, 2020. In March 2020, we purchased from the open market of US$5.0 million of the notes due 2030 and US$7.0 million of the notes due 2050. The unsecured senior notes contain covenants including, among others, limitation on liens, and restriction on consolidation, merger and sale of all or substantially all of our assets. In March 2020, we purchased from the open market US$5.0 million of the notes due 2030 and US$7.0 million of the notes due 2050. We are in compliance with all the covenants. During 2020, we paid an aggregate of US$18 million in interest payments related to these notes. In February 2020, Jingdong Century, a subsidiary of our company, consummated a private placement of an aggregate of RMB3.0 billion 2.65% notes due April 27, 2020. In March 2020, Jingdong Century consummated a private placement of an aggregate of RMB2.0 billion 2.75% notes due October 30, 2020. In May 2020, Jingdong Century consummated a private placement of an aggregate of RMB2.0 billion 1.75% note due August 2020. These notes are listed on the inter-bank bond market of China. We intend to use theThe proceeds from these notes are used for general corporate purposes. In June 2020, our Class A ordinary shares commenced trading on the Main Board of the Hong Kong Stock Exchange under the stock code “9618.” We raised from our global offering in connection with the listing in Hong Kong approximately RMB31.3 billion (US$4.8 billion) in net proceeds after deducting underwriting commissions, share issuance costs and the offering expenses. In August 2020, JD Health completed thenon-redeemable series B preference share financing with a group of third-party investors. The total amount of financing raised was US$914 million, representing 4.5% of the ownership of JD Health on a fully diluted basis. In December 2020, shares of JD Health, commenced trading on the Main Board of the Hong Kong Stock Exchange under the stock code “6618.” JD Health raised from its global offering in connection with the listing in Hong Kong approximately RMB25.7 billion (US$3.9 billion) in net proceeds after deducting underwriting commissions, share issuance costs and the offering expenses. In April and December 2020, JD MRO entered into definitive agreements fornon-redeemable series A and seriesA-1 preference share financing with a group of third-party investors. The total amount of financing arising was approximately US$335 million. Upon completion of such financing, we still hold more than 80% of the issued and outstanding shares of JD MRO. In March 2021, JD Property entered into definitive agreements for thenon-redeemable series A preference share financing withco-lead investors Hillhouse Capital and Warburg Pincus, among others. The total amount expected to be raised is approximately US$700 million. We will remain the majority shareholder of JD Property after the completion of this transaction. As of December 31, 2019,2020, we had revolving lines of credit for an aggregate amount of RMB75.3RMB100.1 billion (US$10.815.3 billion) from several commercial banks (not including the US$1.0 billion term and revolving credit facilities we entered into in December 2017). We had drawn down an aggregate of RMB24.3RMB23.4 billion (US$3.53.6 billion) under these revolving lines of credit as of December 31, 2019.2020. As of December 31, 2019,2020, we had a total of RMB64.5RMB151.1 billion (US$9.323.2 billion) in cash and cash equivalents, restricted cash and short-term investments. This included primarily RMB33.6RMB58.1 billion (US$4.88.9 billion), HK$8.6 billion (US$1.1 billion) and US$2.09.2 billion in China, RMB1.7RMB1.1 billion (US$240.2 million)0.2 billion), HK$48.8517.2 million (US$6.366.7 million) and US$1.62.6 billion in Hong Kong, US$0.3 billion in the United States, and US$0.31.0 billion in Singapore. Our cash and cash equivalents generally consist of bank deposits and liquid investments with maturities of three months or less.
Taking into account cash and cash equivalents on hand, our operating cash flows, and the available bank facilities, we believe that we have sufficient working capital for our present requirements and for at least the next 12 months from the date of this annual report. We may, however, need additional cash resources in the future if we experience changes in business conditions or other developments. We may also need additional cash resources in the future if we find and wish to pursue opportunities for investment, acquisition, capital expenditure or similar actions. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand, we may seek to issue debt or equity securities or obtain additional credit facilities. Our net inventories have increased significantly in recent years, from RMB41.7 billion as of December 31, 2017 to RMB44.0 billion as of December 31, 2018 to RMB57.9 billion as of December 31, 2019 and further to RMB57.9RMB58.9 billion (US$8.39.0 billion) as of December 31, 2019.2020. These increases reflected the additional inventory required to support our substantially expanded sales volumes. Our annual inventory turnover days were 38.9 days in 2017, 38.7 days in 2018, and 35.8 days in 2019.2019 and 33.3 days in 2020. Annual inventory turnover days are the quotient of average inventory over the immediately preceding five quarters, up to and including the last quarter of the annual period, to cost of revenues of retail business for that annual period, and then multiplied by 360 days. Our inventory balances will fluctuate over time due to a number of factors, including expansion in our product selection and changes in our product mix. Our inventory balances typically increase when we prepare for special promotion events, such as the anniversary of the founding of our company on June 18 and China’s new online shopping festival on November 11. Our accounts payable primarily include accounts payable to suppliers associated with our retail business. As of December 31, 2017, 2018, 2019 and 2019,2020, our accounts payable amounted to RMB74.3 billion, RMB80.0 billion, and RMB90.4 billion and RMB106.8 billion (US$13.016.4 billion), respectively. These increases reflected a significant growth in our sales volumes and scale of operations for our retail business and the related increase in products sourced from our suppliers. Our annual accounts payable turnover days for retail business were 60.3 days in 2017, 60.2 days in 2018, and 54.5 days in 2019.2019 and 47.1 days in 2020. Annual accounts payable turnover days are the quotient of average accounts payable for retail business over the immediately preceding five quarters, up to and including the last quarter of the annual period to cost of revenues of retail business for that annual period, and then multiplied by 360 days.
Our accounts receivable primarily include amounts due from customers and online payment channels. As of December 31, 2017, 2018, 2019 and 2019,2020, our accounts receivable amounted to RMB16.4 billion, RMB11.1 billion, and RMB6.2 billion and RMB7.1 billion (US$0.91.1 billion), respectively. The decrease in 2018 and 2019 was primarily due to our derecognition of accounts receivable related to consumer financing through the sales type arrangements serviced by JD Digits.Digits, and the increase in 2020 was primarily due to growth of our logistics business. From early 2014, JD Digits started to provide consumer financing to our customers. As of December 31, 2017, 2018, 2019 and 2019,2020, the balances of current portion of financing provided to our customers that were included in accounts receivable balances amounted to RMB14.3 billion, RMB6.3 billion, RMB1.0 billion and RMB1.0RMB0.8 billion (US$0.1 billion), respectively. Our accounts receivable turnover days excluding the impact from consumer financing were 1.4 days in 2017, 2.7 days in 2018, and 3.2 days in 2019.2019 and 2.7 days in 2020. Annual accounts receivable turnover days are the quotient of average accounts receivable over the immediately preceding five quarters, up to and including the last quarter of the annual period, to total net revenues for that annual period and then multiplied by 360 days. Although we consolidate the results of our consolidated variable interest entities, we only have access to cash balances or future earnings of our consolidated variable interest entities through our contractual arrangements with them. See “Item 4.C. Information on the Company—Organizational Structure.” For restrictions and limitations on liquidity and capital resources as a result of our corporate structure, see “—Holding Company Structure.” As a Cayman Islands exempted company and offshore holding company, we are permitted under PRC laws and regulations to provide funding to our wholly foreign-owned subsidiaries in China only through loans or capital contributions, subject to the approval of government authorities and limits on the amount of capital contributions and loans. In addition, our wholly foreign-owned subsidiaries in China may provide RMB funding to their respective subsidiaries through capital contributions and entrusted loans, and to our consolidated variable interest entities only through entrusted loans. See “Item 3.D. Key Information—Risk Factors—Risks Related to Our Corporate Structure—PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from making loans to our PRC subsidiaries and consolidated variable interest entities or making additional capital contributions to our wholly foreign-owned subsidiaries in China, which could materially and adversely affect our liquidity and our ability to fund and expand our business.”
RMB may be converted into foreign exchange for current account items, including interest and trade- and service-related transactions. As a result, our PRC subsidiaries and our consolidated variable interest entities in China may purchase foreign exchange for the payment of license, content or other royalty fees and expenses to offshore licensors and content partners, for example. Our wholly foreign-owned subsidiaries may convert RMB amounts that they generate in their own business activities, including technical consulting and related service fees pursuant to their contracts with the consolidated variable interest entities, as well as dividends they receive from their own subsidiaries, into foreign exchange and pay them to their non-PRC parent companies in the form of dividends. However, current PRC regulations permit our wholly foreign-owned subsidiaries to pay dividends to us only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. Each of our wholly foreign-owned subsidiaries is required to set aside at least 10% of its after-tax profits after making up previous years’ accumulated losses each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of its registered capital. These reserves are not distributable as cash dividends. Furthermore, capital account transactions, which include foreign direct investment and loans, must be approved by and/or registered with SAFE and its local branches. The following table sets forth a summary of our cash flows for the periods indicated: | | | | | | | | | | | | | | | | | | | | For the Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Summary Consolidated Cash Flows Data: | | | | | | | | | | | | | | | | | Net cash provided by continuing operating activities | | | | | | | | | | | | | | | | | Net cash used in discontinued operating activities | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by operating activities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash used in continuing investing activities | | | | ) | | | | ) | | | | ) | | | | ) | Net cash used in discontinued investing activities | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash used in investing activities | | | | ) | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | Net cash provided by continuing financing activities | | | | | | | | | | | | | | | | | Net cash provided by discontinued financing activities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by financing activities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Effect of exchange rate changes on cash, cash equivalents and restricted cash | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net increase in cash, cash equivalents and restricted cash | | | | | | | | | | | | | | | | | Cash, cash equivalents and restricted cash at beginning of year | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash, cash equivalents and restricted cash at end of year | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | For the Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Summary Consolidated Cash Flows Data: | | | | | | | | | | | | | | | | | Net cash provided by operating activities | | | 20,881 | | | | 24,781 | | | | 42,544 | | | | 6,520 | | Net cash used in investing activities | | | (26,079 | ) | | | (25,349 | ) | | | (57,811 | ) | | | (8,860 | ) | Net cash provided by financing activities | | | 11,220 | | | | 2,572 | | | | 71,072 | | | | 10,892 | | Effect of exchange rate changes on cash, cash equivalents and restricted cash | | | 1,682 | | | | 406 | | | | (5,082 | ) | | | (779 | ) | | | | | | | | | | | | | | | | | | Net increase in cash, cash equivalents and restricted cash | | | 7,704 | | | | 2,410 | | | | 50,723 | | | | 7,773 | | Cash, cash equivalents and restricted cash at beginning of year | | | 29,798 | | | | 37,502 | | | | 39,912 | | | | 6,117 | | | | | | | | | | | | | | | | | | | Cash, cash equivalents and restricted cash at end of year, including cash and cash equivalents classified within assets held for sale | | | 37,502 | | | | 39,912 | | | | 90,635 | | | | 13,890 | | Less: cash, cash equivalents and restricted cash classified within assets held for sale at end of year | | | — | | | | — | | | | 116 | | | | 17 | | | | | | | | | | | | | | | | | | | Cash, cash equivalents and restricted cash at end of year | | | 37,502 | | | | 39,912 | | | | 90,519 | | | | 13,873 | | | | | | | | | | | | | | | | | | |
Continuing Operating Activities
Net cash provided by operating activities in 2020 was RMB42,544 million (US$6,520 million). In 2020, the principal items accounting for the difference between our net cash provided by operating activities and our net income were certainnon-cash expenses, principally gain from fair value change of long-term investments of RMB29,483 million (US$4,518 million), depreciation and amortization of RMB6,068 million (US$930 million), share-based compensation of RMB4,156 million (US$637 million), and gain on share of results of equity investees of RMB4,291 million (US$658 million), and changes in certain working capital accounts, principally an increase in accounts payable of RMB11,095 million (US$1,700 million), an increase in accrued expenses and other current liabilities of RMB4,784 million (US$733 million), and an increase in advance from customers of RMB4,052 million (US$621 million). The increase in our accounts payable was due to the growth of our business. The increase in our accrued expenses and other current liabilities was primarily due to the increase of vendor deposits and the growth in payroll. The increase in our advance from customers was due to the increase in our sales of prepaid cards.Net cash provided by operating activities in 2019 was RMB24,781 million (US$3,560 million).million. In 2019, the principal items accounting for the difference between our net cash provided by operating activities and our net income were certain non-cash expenses, principally depreciation and amortization of RMB5,828 million, (US$837 million), share-based compensation of RMB3,695 million, (US$531 million), gain on sale of development properties of RMB3,885 million, (US$558 million), and gain from fair value change of long-term investments of RMB3,496 million, (US$502 million), and changes in certain working capital accounts, principally an increase in accounts payable of RMB10,391 million, (US$1,493 million), an increase in accrued expenses and other current liabilities of RMB4,418 million, (US$635 million), an increase in advance from customers of RMB3,061 million, (US$440 million), and a decrease of accounts receivable of RMB3,937RMB3,723 million, (US$565 million), partially offset by an increase in inventories of RMB13,916 million (US$1,999 million).million. The increase in our accounts payable was due to the growth of our business. The increase in our accrued expenses and other current liabilities was primarily due to the increase of vendor deposits and the growth in payroll. The increase in our advance from customers was due to the increase in our sales of prepaid cards. The decrease in accounts receivable was due to the derecognition of consumer financing related accounts receivable through sales type arrangements. The increase in our inventories was due to the growth of our business.
Net cash provided by operating activities in 2018 was RMB20,881 million. In 2018, the principal items accounting for the difference between our net cash provided by operating activities and our net loss were certain non-cash expenses, principally depreciation and amortization of RMB5,560 million, share of results of equity investees of RMB1,113 million and share-based compensation of RMB3,660 million, and changes in certain working capital accounts, principally an increase in accounts payable of RMB5,467 million, an increase in accrued expenses and other current liabilities of RMB5,158 million, a decrease of accounts receivable of RMB4,287RMB4,163 million and a decrease in amount due from related parties of RMB1,770 million, partially offset by an increase in inventories of RMB2,342 million. The increase in our accounts payable was due to the growth of our business. The increase in our accrued expenses and other current liabilities was primarily due to the growth in payroll and related accruals primarily associated with the increase in our headcount, the growth in our online marketplace business which resulted in the increase of vendor deposits, partially offset by the decrease in the payable to employees in relation to the exercise of options or pursuant to other awards. The increase in our advance from customers was due to the increase in our sales of prepaid cards. The decrease in accounts receivable was due to the derecognition of consumer financing related accounts receivable through sales type arrangements. The increase in our inventories was due to the growth of our business.
Net cash provided by operatingused in investing activities in 20172020 was RMB29,342 million. In 2017,RMB57,811 million (US$8,860 million), consisting primarily of the principal items accounting for the difference between our net cash provided by operating activitiespurchase of short-term investments and our net loss were certainnon-cash
expenses, principally depreciation and amortization of RMB4,193 million, share of results oftime deposits, investment in equity investees and investment securities, purchases of RMB1,927 million, share-based compensation of RMB2,780 million,property, equipment and changessoftware, cash paid for construction in certain working capital accounts, principally an increase in accounts payable of RMB26,106 million, an increase in advance from customers of RMB2,139 million, an increase in accrued expenses and other current liabilities of RMB4,624 million and a decrease in amount due from related parties of RMB2,457 million,progress, partially offset by an increasethe maturity of short-term investments, cash received from disposals of investment in inventoriesequity investees and investment securities and cash received from sale of RMB12,788 million. The increase in our accounts payable was due to the growth of our business. The increase in our accrued expenses and other current liabilities was primarily due to the growth in payroll and related accruals primarily associated with the increase in our headcount and the growth in our online marketplace business which resulted in the increase of vendor deposits. The increase in our advance from customers was due to the increase in our sales of prepaid cards. The increase in our inventories was due to the growth of our business.Continuing Investing Activities
Net cash used in investing activities in 2019 was RMB25,349 million, (US$3,641 million), consisting primarily of the purchase of short-term investments, investment in equity investees, investment securities, purchases of property, equipment and software and cash paid for construction in progress, partially offset by the maturity of short-term investments, cash received from sale of development properties, cash received from disposals of equity investment and investment securities and loans settled by JD Digits. Net cash used in investing activities in 2018 was RMB26,079 million, consisting primarily of the purchase of short-term investments, investment in equity investees, investment securities, purchases of property, equipment and software and cash paid for construction in progress, partially offset by the maturity of short-term investments and cash received from disposals of equity investment and investment securities and loans settled by JD Digits. Net cash used in investingprovided by financing activities in 20172020 was RMB21,944RMB71,072 million (US$10,892 million), consisting primarily of net proceeds of RMB32,105 million (US$4,920 million) from thenon-redeemable series B preference share financing of JD Health and the purchaseinitial public offering of JD Health in Hong Kong, the net proceeds of RMB31,342 million (US$4,803 million) from our listing in Hong Kong, the proceeds from short-term investments, investment in equity investeesborrowing of RMB14,766 million (US$2,263 million) and investment securities, purchasesthe net proceeds of property, equipment and software, cash paid for construction in progress and land use rights, cash paid for loan originations offered by JD Digits, and increase in loans to JD Digits,RMB6,804 million (US$1,043 million) from the issuance of unsecured senior notes, partially offset by the maturityrepayment of short-term investments, cash received from loan repayments, and cash consideration received with respect to the reorganizationborrowings of JD Digits.Continuing Financing Activities
Net cash provided by financing activities in 2019 was RMB2,572 million, (US$370 million), consisting primarily of capital injection from non-controlling interest shareholders of JD Health and proceeds from short-term borrowings, partially offset by the repayment of short-term borrowings and nonrecoursenon-recourse securitization debt.
Net cash provided by financing activities in 2018 was RMB11,220 million, consisting primarily of proceeds from issuance of equity securities by us and JD Logistics and long-term borrowings, partially offset by the repayment of short-term borrowings and nonrecoursenon-recourse securitization debt, and our repurchase of ADSs. Net cash provided by financing activities in 2017 was RMB5,180 million, consisting primarily of proceeds from short-term borrowings and nonrecourse securitization debt, partially offset by the repayment of short-term borrowings and nonrecourse securitization debt.
Holding Company Structure JD.com, Inc. is a holding company with no material operations of its own. We conduct our operations primarily through our subsidiaries and consolidated variable interest entities in China. As a result, JD.com, Inc.’s ability to pay dividends depends upon dividends paid by our PRC subsidiaries. If our existing PRC subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our wholly foreign-owned subsidiaries in China are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, each of our subsidiaries and our consolidated variable interest entities in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. Each of the other PRC subsidiaries and our consolidated variable interest entities may allocate a portion of its after-tax profits based on PRC accounting standards to a discretionary surplus fund at its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by SAFE. As of December 31, 2019,2020, the amount restricted, including paid-in capital and statutory reserve funds, as determined in accordance with PRC accounting standards and regulations, was approximately RMB24,189RMB28,926 million (US$ 3,4754,433 million). Our PRC subsidiaries have never paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds.
We made capital expenditures of RMB11,356 million, RMB21,369 million, and RMB9,000 million and RMB12,457 million (US$1,2931,909 million) in 2017, 2018, 2019 and 2019,2020, respectively. Our capital expenditures for 2017, 2018, 2019 and 20192020 consisted primarily of expenditures related to the expansion of our fulfillment infrastructure, technology platform, logistics equipment as well as our office buildings. Our capital expenditures will continue to be significant in the foreseeable future as we expand and improve our fulfillment infrastructure and technology platform to meet the needs of our anticipated growth. JD Property seeks to realize development profits and recycle capital from mature properties to fund new developments and scale the business. We sold certain of our development properties and received proceeds of RMB7.9 billion in 2019 and RMB4.8 billion (US$1.10.7 billion) in 2019.2020, respectively. See “Item 4. Information on the Company—A. History and Development of the Company” for further information. We have built our technology platform relying primarily on software and systems that we have developed in-house and to a lesser extent on third-party software that we have modified and incorporated. Our research and development professionals design, develop and operate our technology platform and to improve our AI, big data and cloud technologies and services. In the three years ended December 31, 2017, 2018, 2019 and 2019,2020, our research and development expenses, including share-based compensation expenses for research and development staff, were RMB6,652 million, RMB12,144 million, and RMB14,619 million and RMB16,149 million (US$2,1002,475 million), respectively. Our research and development expenses consist primarily of payroll and related expenses for research and development professionals involved in designing, developing and operating our technology platform, and improving our AI, big data and cloud technologies and services, and technology infrastructure costs. Technology infrastructure costs include servers and other equipment depreciation, bandwidth and data center costs, rent, utilities and other expenses necessary to support our internal and external business. We expect spending in research and development continue to be significant over time as we plan to continue to invest in our technology and innovation to enhance customer experience and provide value-added services to our business partners. Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended December 31, 20192020 that are reasonably likely to have a material and adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions.
E. Off-Balance Sheet Arrangements We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.
The following table sets forth our contractual obligations as of December 31, 2019:2020:| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Operating lease commitments for offices and fulfillment infrastructures | | | | | | | | | | | | | | | | | | | | | Commitments for internet data center service fee | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Long-term debt obligations (2) | | | | | | | | | | | | | | | | | | | | | Estimated interest payments in relation to long-term debt (2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | | | | | Operating lease commitments for offices and fulfillment infrastructures | | | 17,920,307 | | | | 5,605,832 | | | | 6,776,556 | | | | 3,001,679 | | | | 2,536,240 | | Commitments for internet data center service fee | | | 5,282,219 | | | | 1,496,545 | | | | 1,166,361 | | | | 713,943 | | | | 1,905,370 | | | | | 7,649,562 | | | | 7,649,562 | | | | — | | | | — | | | | — | | Long-term debt obligations (2) | | | 15,790,643 | | | | 3,259,882 | | | | 2,936,205 | | | | — | | | | 9,594,556 | | Estimated interest payments in relation to long-term debt (2) | | | 4,758,533 | | | | 495,201 | | | | 805,542 | | | | 722,633 | | | | 2,735,157 | | | | | | | | | | | | | | | | | | | | | | | | | | 51,401,264 | | | | 18,507,022 | | | | 11,684,664 | | | | 4,438,255 | | | | 16,771,323 | | | | | | | | | | | | | | | | | | | | | | |
| (1) | Our capital commitments primarily relate to commitments on construction of office buildings and warehouses, and are expected to be paid in the following yearsyear according to the construction progress. |
| (2) | Our long-term debt obligations are mainly unsecured senior notes and long-term borrowings. In addition, we issued in January 2020 US$700 million 3.375% senior unsecured notesborrowings, including the portion due 2030 and US$300 million 4.125% senior unsecured notes due 2050, and drew down in April 2020 the remaining US$550 million under our term and revolving credit facilities obtained in December 2017, which are not reflected in the table above.within one year. |
Our investment commitments contracted but without fixed payment schedule amounted to RMB5.9 billion (US$0.9 billion) as of December 31, 2020, which primarily related to capital contribution obligation for certain investment funds. | Directors, Senior Management and Employees |
A. Directors and Senior Management The following table sets forth information regarding our executive officers and directors as of the date of this annual report. | | | | | | | Directors and Executive Officers | | | | | | | | | 48 | | | Chairman of the Board of Directors and Chief Executive Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Chief Executive Officer of JD Retail
| | | | | | | Chief Executive Officer of JD Logistics
| | | | | | | | | | | | | | Senior Vice President, Chief Financial Officer of JD Retail
| | | | | | | |
* | Sidney Xuande Huang will retire in September 2020, and Sandy Ran Xu, currently Senior Vice President of our company and Chief Financial Officer of JD Retail, will succeed Mr. Huang as the Chief Financial Officer of our company. Mr. Huang will begin the process of handing his role over to Ms. Xu beginning June 2020, leaving ample time for a seamless transition until Mr. Huang’s retirement in September 2020. Mr. Huang will also serve as a senior consultant to the company following his retirement. |
has been our chairman and chief executive officer since our inception. Mr. Liu has over 20 years of experience in the retail ande-commerce
industries. In June 1998, Mr. Liu started his own business in Beijing, which was mainly engaged in the distribution of magneto-optical products. In January 2004, Mr. Liu launched his first online retail website. He founded our business later that year and has guided our development and growth since then. In December 2011, Mr. Liu received the prestigious award “2011 China Economic Person of the Year” from CCTV, China’s largest nationwide television network. Mr. Liu has received numerous other awards for his achievements in thee-commerce
industry in China, such as “2011 Chinese Business Leader” and Fortune China’s “2012 Chinese Businessman.” Mr. Liu received a bachelor’s degree in sociology from Renmin University of China in Beijing and an EMBA degree from China Europe International Business School.has served as our director since March 2014. Mr. Lau is president and executive director of Tencent Holdings Limited, a provider of comprehensive internet services serving the largest online community in China and listed on the Hong Kong Stock Exchange. In 2007, Mr. Lau was appointed as an executive director of Tencent. In 2006, Mr. Lau was promoted as the president of Tencent to manage theday-to-day
operation of Tencent. In February 2005, he joined Tencent as the chief strategy and investment officer, and was responsible for corporate strategies, investments, merger and acquisitions and investor relations. Prior to joining Tencent, Mr. Lau was an executive director at Goldman Sachs (Asia) L.L.C.’s investment banking division and the chief operating officer of its telecom, media and technology group. Prior to that, he worked at McKinsey & Company, Inc. as a management consultant. Mr. Lau also serves as a director of Vipshop Holdings Limited, an online discount retailer listed on the NYSE, a director of Tencent Music Entertainment Group, an online music entertainment platform in China listed on the NYSE, a director of Leju Holdings Limited, anonline-to-offline
real estate services provider in China listed on the NYSE, anon-executive
director of Meituan Dianping, ane-commerce
platform for service listed on the Hong Kong Stock Exchange, and anon-executive
director of Kingsoft Corporation Limited, an internet based software developer, distributor and software service provider listed on the Hong Kong Stock Exchange. Mr. Lau received a bachelor of science degree in electrical engineering from the University of Michigan, a master of science degree in electrical engineering from Stanford University and an MBA degree from Kellogg Graduate School of Management, Northwestern University. | | | 48 | | | Director | has served as our independent director since March 2014. Mr. Huang has been a professor of finance at the Johnson Graduate School of Management at Cornell University since July 2005. From July 2010 to June 2019, Mr. Huang was a professor of finance at China Europe International Business School. Mr. Huang also served as a professor of finance at Cheung Kong Graduate School of Business in China from July 2008 to June 2010 and Dean of the School of Finance at Shanghai University of Finance and Economics from April 2006 to March 2009. Prior to 2005, he was an associate professor of finance at the Graduate School of Business at Stanford University from September 2002 to June 2005 and an associate dean and visiting professor of finance at Cheung Kong Graduate School of Business from July 2004 to June 2005. Professor Huang’s academic research primarily focuses on behavioral finance, credit risk and derivatives. In recent years, his research has focused on Chinese capital market and public companies. Professor Huang serves as an independent director of Yingli Green Energy Holding Company Limited, a company listed on the NYSE. Mr. Huang is also an independentnon-executive
director of several companies listed on the Hong Kong Stock Exchange, including WH Group Limited, Fantasia Holdings Group Co., Ltd. and an independent director of 360 Security Technology Inc., a company listed on the Shanghai Stock Exchange. Professor Huang received his bachelor’s degree in physics from Peking University, a Ph.D. in theoretical physics from Cornell University and a Ph.D. in finance from Stanford University. | | | 57 | | | Independent Director | has served as our independent director since May 2014. Mr. Hsieh has served as the director of New Oriental Education & Technology Group Inc., the largest provider of private educational services in China listed on the NYSE (NYSE: EDU), since March 2007, and served as its chief financial officer from 2005 to 2015 and its president from 2009 to 2016. He also has served as an independent director and chairman of audit committee of YUM China Holdings, Inc., an NYSE-listed fast food restaurant (NYSE: YUMC), since 2016. He was also the chief financial officer of ARIO Data Networks, Inc. in San Jose, California from 2004 to 2005. Prior to that, Mr. Hsieh was a managing director for the private equity firm of Darby Asia Investors (HK) Limited from 2002 to 2003. From 2000 to 2002, Mr. Hsieh was the managing director and the Asia-Pacific tech/media/telecoms head of UBS Capital Asia Pacific, the private equity division of UBS AG. From 1997 to 2000, Mr. Hsieh was a technology investment banker at JP Morgan in San Francisco, California, where he was a vice president, and Credit Suisse First Boston in Palo Alto, California, where he was an associate. From 1990 to 1996, Mr. Hsieh was a corporate and securities attorney at White & Case LLP in Los Angeles. Mr. Hsieh holds a bachelor’s degree in industrial engineering and engineering management from Stanford University, an MBA degree from the Harvard Business School, and a J.D. degree from the University of California at Berkeley.
| | | 56 | | | Independent Director | has served as our independent director since May 2018. Professor Xu has served as a faculty member and professor in highly-respected universities for more than two decades. He is currently Essilor Chair Professor in Accounting and an associate dean at China Europe International Business School in Shanghai. Before joining China Europe International Business School in 2004, he was an assistant professor of accounting at the Hong Kong University of Science and Technology from 1996 to 2003. In addition to his academic positions, Professor Xu serves as the executive director of the editorial board of China Management Accounting Review and the founding chairman of Charted Global Management Accountant (CGMA) 100 North Asia Leaders Think Tank. Professor Xu has contributed his knowledge and expertise to the board of directors of several public companies. He was a member of the board of directors of The People’s Insurance Company (Group) of China Limited (PICC), a company listed on the Hong Kong Stock Exchange, from September 2009 to April 2018. He currently serves as director of China Cinda Asset Management Co. Ltd, a company listed on the Hong Kong Stock Exchange, and Kweichow Moutai Company Limited, a company listed on the Shanghai Stock Exchange. He served as director of Shanghai Shyndec Pharmaceutical Co., Ltd., a company listed on the Shanghai Stock Exchange, from November 2016 to February 2019, and served as director of SANY Heavy Industry, a company listed on the Shanghai Stock Exchange, from January 2013 to August 2019. Professor Xu received his Ph.D in accounting from the University of Minnesota, as well as a master’s degree in management and a bachelor’s degree in mathematics, both from Wuhan University. | | | 58 | | | Independent Director | is chief executive officer | | | 46 | | | Chief Executive Officer of JD Retail responsible for the development, operation and strategy of our retail business, both online and offline. Since joining us in 2009, Mr. Xu has held several leadership roles within the sales and marketing divisions of our retail business, including head of marketing and branding, head of JD Wireless, and head of our marketing and platform operations. Under his leadership, we successfully rebranded ourselves from 360buy to JD.com and launched our popular mascot, Joy. Mr. Xu was responsible for the launch of JD Plus, the first paid membership service in China’se-commerce
industry, as well as our Super Brand Day strategic marketing program. He also leads our Kepler open platform, a key pillar of our “Retail as a Service” strategy that leverages our strengths in logistics, marketing, financial services, and other areas to help partners to expand their online businesses. Before joining us, Mr. Xu held several senior management roles in marketing and operations at Lenovo, Allyes and BelleE-Commerce.
Mr. Xu holds an EMBA degree from China Europe International Business School.is chief executive officer of JD Logistics, an integrated supply chain management solutions provider. Mr. Wang joined our company in April 2010, and has served as chief executive officer of JD Logistics since 2017. Since then JD Logistics has expanded services to third parties beyond the JD ecosystem and pioneered the use of automation and 5G technology in logistics, launching the world’s first fully-automated warehouse and5G-powered
logistics park. Driven by his “3S” (short-chain, smart, synergic) theory of logistics, Mr. Wang is a leading expert in the development of a global smart supply chain network and an open platform for digital supply chain. Mr. Wang previously held several leadership roles at our company, including general manager of North China region, head of smart devices business and head of fulfilment operations. Prior to joining our company, Mr. Wang held senior roles at Lenovo and other companies. Mr. Wang holds a bachelor’s degree in engineering from the University of Science and Technology Beijing and an EMBA from China Europe International Business School.has served as our chief financial officer since September 2013. Prior to joining us, Mr. Huang was the chief financial officer of VanceInfo Technologies Inc., an NYSE-listed IT services provider, and its successor company, Pactera Technology International Ltd., from July 2006 to September 2013. He was also theco-president
of VanceInfo Technologies Inc. from 2011 to 2012 and its chief operating officer from 2008 to 2010. Prior to VanceInfo Technologies Inc., he was the chief financial officer with two other China-based companies in technology and internet sectors between 2004 and 2006. Mr. Huang was an investment banker with Citigroup Global Markets Inc. in New York from 2002 to 2004. He served as an audit manager of KPMG LLP from 1996 to 2000 and was a Certified Public Accountant in the State of New York. Mr. Huang is currently a director of Bitauto, an internet company listed on the NYSE. Mr. Huang obtained his master’s degree in business administration with distinction from the Kellogg School of Management at Northwestern University as an Austin Scholar. He received his bachelor’s degree in accounting from Bernard M. Baruch College, where he graduated as class valedictorian. | joined our company in July 2018 as vice president of finance and was promoted to senior vice president in January 2020. Ms. Xu oversees group finance, accounting and tax functions in addition to serving as chief financial officer of JD Retail, where she has played a critical role in improving JD Retail’s financial and operational performance in 2019. Prior to joining our company, Ms. Xu was an audit partner and spent nearly 20 years with PricewaterhouseCoopers Zhong Tian LLP, Beijing office and PricewaterhouseCoopers, San Jose office, focusing on TMT industry and U.S. capital markets. Ms. Xu was a Certified Public Accountant in both China and the United States. Ms. Xu received her bachelor’s degree with a double major in information science and economics from Peking University. | | | 44 | | | Chief Financial Officer | | | | 32 | | | Chief Human Resources Officer |
has been the chairman and chief executive officer of our company since our inception. He founded JD.com in 2004 and has guided its development and growth since then. Mr. Liu received the prestigious award “Person of the Year of Chinese Economy 2011” from CCTV, China’s national television network. He was among “World’s 50 Greatest Leaders” named by Fortune Magazine in 2015. Mr. Liu has served as the chairman of the board of JD Digits since June 2020, and the chairman of the board andnon-executive director of JD Health International Inc. (HKEX: 6618) since September 2020. He currently also serves as the chairman of the board andnon-executive director of JD Logistics. Mr. Liu received his bachelor’s degree in sociology from Renmin University of China in 1996 and an EMBA from China Europe International Business School in 2011. has served as our director since March 2014. Mr. Lau is president and executive director of Tencent Holdings Limited, a provider of comprehensive internet services serving the largest online community in China and listed on the Hong Kong Stock Exchange. In 2007, Mr. Lau was appointed as an executive director of Tencent. In 2006, Mr. Lau was promoted as the president of Tencent to manage theoperation of Tencent. In February 2005, he joined Tencent as the chief strategy and investment officer, and was responsible for corporate strategies, investments, merger and acquisitions and investor relations. Prior to joining Tencent, Mr. Lau was an executive director at Goldman Sachs (Asia) L.L.C.’s investment banking division and the chief operating officer of its telecom, media and technology group. Prior to that, he worked at McKinsey & Company, Inc. as a management consultant. Mr. Lau also serves as a director of Vipshop Holdings Limited, an online discount retailer listed on the NYSE, a director of Tencent Music Entertainment Group, an online music entertainment platform in China listed on the NYSE, anon-executive director of Meituan, ane-commerce platform for service listed on the Hong Kong Stock Exchange, and anon-executive director of Kingsoft Corporation Limited, an internet based software developer, distributor and software service provider listed on the Hong Kong Stock Exchange. Mr. Lau received a bachelor of science degree in electrical engineering from the University of Michigan, a master of science degree in electrical engineering from Stanford University and an MBA degree from Kellogg Graduate School of Management, Northwestern University. has served as our independent director since March 2014. Mr. Huang has been a professor of finance at the Johnson Graduate School of Management at Cornell University since July 2005. From July 2010 to June 2019, Mr. Huang was a professor of finance at China Europe International Business School. Mr. Huang also served as a professor of finance at Cheung Kong Graduate School of Business in China from July 2008 to June 2010 and Dean of the School of Finance at Shanghai University of Finance and Economics from April 2006 to March 2009. Prior to 2005, he was an associate professor of finance at the Graduate School of Business at Stanford University from September 2002 to June 2005 and an associate dean and visiting professor of finance at Cheung Kong Graduate School of Business from July 2004 to June 2005. Professor Huang’s academic research primarily focuses on behavioral finance, credit risk and derivatives. In recent years, his research has focused on Chinese capital market and public companies. Mr. Huang is also an independentnon-executive director of WH Group Limited, a company listed on the Hong Kong Stock Exchange, and an independent director of 360 Security Technology Inc., a company listed on the Shanghai Stock Exchange. Professor Huang received his bachelor’s degree in physics from Peking University, a Ph.D. in theoretical physics from Cornell University and a Ph.D. in finance from Stanford University. has served as our independent director since May 2014. Mr. Hsieh has served as the director of New Oriental Education & Technology Group Inc., the largest provider of private educational services in China listed on the NYSE (NYSE: EDU), since March 2007, and served as its chief financial officer from 2005 to 2015 and its president from 2009 to 2016. He also has served as an independent director and chairman of audit committee of YUM China Holdings, Inc., an NYSE-listed fast food restaurant (NYSE: YUMC), since 2016. He was also the chief financial officer of ARIO Data Networks, Inc. in San Jose, California from 2004 to 2005. Prior to that, Mr. Hsieh was a managing director for the private equity firm of Darby Asia Investors (HK) Limited from 2002 to 2003. From 2000 to 2002, Mr. Hsieh was the managing director and the Asia-Pacific tech/media/telecoms head of UBS Capital Asia Pacific, the private equity division of UBS AG. From 1997 to 2000, Mr. Hsieh was a technology investment banker at JP Morgan in San Francisco, California, where he was a vice president, and Credit Suisse First Boston in Palo Alto, California, where he was an associate. From 1990 to 1996, Mr. Hsieh was a corporate and securities attorney at White & Case LLP in Los Angeles. Mr. Hsieh holds a bachelor’s degree in industrial engineering and engineering management from Stanford University, an MBA degree from the Harvard Business School, and a J.D. degree from the University of California at Berkeley.
has served as our independent director since May 2018. Professor Xu has served as a faculty member and professor in highly-respected universities for more than two decades. He is currently Essilor Chair Professor in Accounting and an associate dean at China Europe International Business School in Shanghai. Before joining China Europe International Business School in 2004, he was an assistant professor of accounting at the Hong Kong University of Science and Technology from 1996 to 2003. In addition to his academic positions, Professor Xu serves as the executive director of the editorial board of China Management Accounting Review and the founding chairman of Charted Global Management Accountant (CGMA) 100 North Asia Leaders Think Tank. Professor Xu has contributed his knowledge and expertise to the board of directors of several public companies. He was a member of the board of directors of The People’s Insurance Company (Group) of China Limited (PICC), a company listed on the Hong Kong Stock Exchange, from September 2009 to April 2018. He currently serves as director of Kweichow Moutai Company Limited, a company listed on the Shanghai Stock Exchange. He served as director of Shanghai Shyndec Pharmaceutical Co., Ltd., a company listed on the Shanghai Stock Exchange, from November 2016 to February 2019, served as director of SANY Heavy Industry, a company listed on the Shanghai Stock Exchange, from January 2013 to August 2019, and served as director of China Cinda Asset Management Co. Ltd, a company listed on the Hong Kong Stock Exchange, from June 2013 to September 2019. Professor Xu received his Ph.D in accounting from the University of Minnesota, as well as a master’s degree in management and a bachelor’s degree in mathematics, both from Wuhan University. is chief executive officer of JD Retail, leading the development, operation and strategy of our retail business, both online and offline. Since joining us in 2009, Mr. Xu has held several leadership roles within the sales and marketing divisions of JD Retail, including head of marketing and branding, head of JD Wireless, and head of platform operations. Under his leadership, we successfully rebranded from 360buy to JD.com and launched our popular mascot, Joy. Mr. Xu led the launch of JD Plus, the first paid membership service in China’se-commerce industry, as well as our “Super Brand Day” strategic marketing program. He also leads our Kepler open platform, a key pillar of our “Retail as a Service” strategy that leverages our strengths in logistics, marketing, financial services, and other areas to help partners to expand their online businesses. Before joining us, Mr. Xu held several senior management roles in marketing and operations at Lenovo, Allyes and BelleE-Commerce. Mr. Xu currently also serves as a director of Dada Nexus Limited. Mr. Xu holds an EMBA degree from China Europe International Business School. has served as chief financial officer of our company since June 2020. Ms. Xu joined our company in July 2018 as vice president of finance and was promoted to senior vice president in January 2020. Prior to her current role, Ms. Xu oversaw group finance, accounting and tax functions in addition to serving as chief financial officer of JD Retail. Prior to joining our company, Ms. Xu was an audit partner and spent nearly 20 years with PricewaterhouseCoopers Zhong Tian LLP, Beijing office and PricewaterhouseCoopers, San Jose office, focusing on TMT industry and U.S. capital markets. Ms. Xu currently also serves as a director of Dada Nexus Limited, JD Health, JD Digits, and JD Logistics. Ms. Xu was a Certified Public Accountant in both China and the United States. Ms. Xu received her bachelor’s degree with a double major in information science and economics from Peking University. has served as our chief human resources officer since December 2020. Ms. Zhang joined our company in July 2011. She has significant experience in leadership development as well as organizational processes optimization, and has held multiple key roles within different departments in our company, including our company’s CEO office, JD Retail and JD Digits. Ms. Zhang currently serves as anon-executive director of JD Logistics and JD Health. Ms. Zhang holds a Cornell-Tsinghua Finance MBA and a bachelor’s degree from Central University of Finance and Economics. In 2020, we paid an aggregate of approximately RMB8.1 million (US$1.2 million) in cash to our executive officers, and approximately US$0.3 million in cash to ournon-executive directors. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors. Our PRC subsidiaries and consolidated variable interest entities are required by law to make contributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment insurance and other statutory benefits and a housing provident fund.
We are in the process of putting in place a comprehensive retirement plan for the eligible retiring salaried senior management of our company based on years of employment and contributions to our company. This plan is designed to strengthen the ability of our company to attract and retain persons of outstanding competence upon which, in large measure, our continued growth and profitability depend. Eligible management employees of our company will be entitled for certain benefits, including, but not limited to, cash payments, incentive stock award and incentive stock option benefits, additional insurance programs and pension plans. In addition, we intend to hire certain eligible retiring management employees of our company as consultant for a period of time following retirement to avail our company of the consultant’s knowledge, expertise and experience. Employment Agreements and Indemnification Agreements We have entered into employment agreements with each of our executive officers. Under these agreements, each of our executive officers is employed for a specified time period. We may terminate employment for cause, at any time, without advance notice or remuneration, for certain acts of the executive officer, such as conviction or plea of guilty to a felony or any crime involving moral turpitude, negligent or dishonest acts to our detriment, or misconduct or a failure to perform agreed duties. Without the foregoing causes, we may also terminate an executive officer’s employment in accordance with the applicable law of the jurisdiction where the executive officer is based, and in such case of termination by us, we will provide severance payments to the executive officer as expressly required by such applicable law. The executive officer may resign at any time with a30-day
is our chief compliance officer, overseeing compliance, legal affairs and internal audits, as well as information security. She joined us in December 2007. Prior to her current role, Ms. Li served as vice president of our compliance department, where she developed a strong ethics and compliance program predicated on a“zero-tolerance”
policy towards counterfeits and promoted a companywide culture of integrity by launching fraud prevention training, a whistle-blower program and an internal fraud investigation framework. She has also been responsible for establishing effective compliance and internal controls to meet U.S. listing requirements. Prior to her role in compliance, Ms. Li served as the head of our legal team. Ms. Li holds a master’s degree in law from Renmin University of China and an EMBA from China Europe International Business School.In 2019, we paid an aggregate of approximately RMB12.0 million (US$1.7 million) in cash to our executive officers, and approximately US$0.2 million in cash to ournon-executive
directors. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors. Our PRC subsidiaries and consolidated variable interest entities are required by law to make contributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment insurance and other statutory benefits and a housing provident fund.We are in the process of putting in place a comprehensive retirement plan for the eligible retiring salaried senior management of our company based on years of employment and contributions to our company. This plan is designed to strengthen the ability of our company to attract and retain persons of outstanding competence upon which, in large measure, our continued growth and profitability depend. Eligible management employees of our company will be entitled to benefits, including, but not limited to, cash payments, stock and stock option benefits, insurance programs and pension plans. In addition, we intend to hire certain eligible retiring management employees of our company as consultant for a period of time following retirement to avail our company of the consultant’s knowledge, expertise and experience.
Employment Agreements and Indemnification Agreements
We have entered into employment agreements with each of our executive officers. Under these agreements, each of our executive officers is employed for a specified time period. We may terminate employment for cause, at any time, without advance notice or remuneration, for certain acts of the executive officer, such as conviction or plea of guilty to a felony or any crime involving moral turpitude, negligent or dishonest acts to our detriment, or misconduct or a failure to perform agreed duties. Without the foregoing causes, we may also terminate an executive officer’s employment in accordance with the applicable law of the jurisdiction where the executive officer is based, and in such case of termination by us, we will provide severance payments to the executive officer as expressly required by such applicable law. The executive officer may resign at any time with a 30-day advance written notice.
Each executive officer has agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law, any of our confidential information or trade secrets, any confidential information or trade secrets of our clients or prospective clients, or the confidential or proprietary information of any third party received by us and for which we have confidential obligations. The executive officers have also agreed to disclose in confidence to us all inventions, designs and trade secrets which they conceive, develop or reduce to practice during the executive officer’s employment with us and to assign all right, title and interest in them to us, and assist us in obtaining and enforcing patents, copyrights and other legal rights for these inventions, designs and trade secrets. In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment and typically for two years following the last date of employment. Specifically, each executive officer has agreed not to (i) approach our suppliers, clients, customers or contacts or other persons or entities introduced to the executive officer in his or her capacity as a representative of us for the purpose of doing business with such persons or entities that will harm our business relationships with these persons or entities; (ii) assume employment with or provide services to any of our competitors, or engage, whether as principal, partner, licensor or otherwise, any of our competitors, without our express consent; or (iii) seek directly or indirectly, to solicit the services of any of our employees who is employed by us on or after the date of the executive officer’s termination, or in the year preceding such termination, without our express consent.
We have also entered into indemnification agreements with some of our directors and executive officers, agreeing to indemnify them against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company. Our currently effective share incentive plan, or theour Share Incentive Plan, was adopted in November 2014. The number of shares reserved for future issuances under theour Share Incentive Plan will be increased by a number equal to 1% of the total number of outstanding shares as of the last day of the immediately preceding fiscal year, on the first day of each fiscal year during the term of theour Share Incentive Plan commencing with the fiscal year ended December 31, 2018. The maximum aggregate number of our shares which may be issued pursuant to all awards under theour Share Incentive Plan is 555,266,499586,397,954 shares as of the date of this annual report, consisting of 106,850,910 shares that have been issued to and reserved with Fortune Rising Holdings Limited, and 448,415,589479,547,044 shares that are reserved under theour Share Incentive Plan. Fortune Rising Holdings Limited holds these ordinary shares for the purpose of transferring such shares to the plan participants according to our awards under theour Share Incentive Plan. The following paragraphs describe the principal terms of theour Share Incentive Plan.
. The Plan permits the awards of options, restricted shares, restricted share units or any other type of awards that the committee or the board decides. . Our board of directors, our compensation committee or a sub-committee designated by our board will administer theour Share Incentive Plan. The committee or the full board of directors, as applicable, will determine the participants to receive awards, the type and number of awards to be granted to each participant, and the terms and conditions of each award grant. Fortune Rising Holdings Limited is the holder on record of the original award pool of 106,850,910 shares and will grant awards to plan participants and execute the award agreements and other related agreements with plan participants based on the instructions of the committee or the full board of directors who administers theour Share Incentive Plan. . Awards granted under theour Share Incentive Plan are evidenced by an award agreement that sets forth terms, conditions and limitations for each award, which may include the term of the award, the provisions applicable in the event of the grantee’s employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award. . We may grant awards to our employees, directors and consultants. However, we may grant options that are intended to qualify as incentive share options only to our employees. Acceleration of Awards upon Change in Control . If a change in control of our company occurs, the plan administrator may, in its sole discretion, provide for (i) all awards outstanding to terminate at a specific time in the future and give each participant the right to exercise the vested portion of such awards during a specific period of time, or (ii) the purchase of any award for an amount of cash equal to the amount that could have been attained upon the exercise of such award, or (iii) the replacement of such award with other rights or property selected by the plan administrator in its sole discretion, or (iv) payment of award in cash based on the value of ordinary shares on the date of the transaction plus reasonable interest.
. In general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement. . The plan administrator determines the exercise price for each award, which is stated in the award agreement. The vested portion of option will expire if not exercised prior to the time as the plan administrator determines at the time of its grant. However, the maximum exercisable term is the tenth anniversary after the date of a grant. . Awards may not be transferred in any manner by the recipient other than by will or the laws of descent and distribution, except as otherwise provided by the plan administrator. Termination of theOur Share Incentive Plan . Unless terminated earlier, theour Share Incentive Plan will terminate automatically on December 20, 2023. Our board of directors has the authority to amend or terminate the plan subject to shareholder approval to the extent necessary and desirable to comply with applicable law. Shareholder approval is required for any amendment to theour Share Incentive Plan that (i) increases the number of shares available under theour Share Incentive Plan, or (ii) permits the plan administrator to extend the term of theour Share Incentive Plan or the exercise period for an option beyond ten years from the date of grant. As of December 31, 2019,2020, the awards that had been granted to our directors, officers, employees and consultants and remained outstanding included (i) restricted share units to receive an aggregate of 100,851,090108,279,186 ordinary shares, excluding restricted share units that were forfeited, cancelled, or vested after the relevant grant date, and (ii) options to purchase an aggregate of 36,224,12430,907,060 ordinary shares, excluding options that were forfeited, cancelled, or exercised after the relevant grant date. In May 2015, the board of directors approved a 10-year compensation plan for Mr. Richard Qiangdong Liu, under which Mr. Liu will receive RMB1.00 per year in cash salary and zero cash bonus during the 10-year period and in the meantime, Mr. Liu was granted an option to acquire a total of 26,000,000 Class A ordinary shares of our company, at an exercise price of US$16.70 per share or US$33.40 per ADS, subject to a 10-year vesting schedule with 10% of the award vested on each anniversary of the grant date. We will not grant any additional equity incentive to Mr. Liu during the10-year
period. The number of restricted shares, restricted share units and options granted to each of our other directors and executive officers represents less than 1% of our total outstanding ordinary shares on an as-converted basis as of February 29, 2020.28, 2021. The awards to our other directors and executive officers have two-year, four-year, five-year or six-year vesting schedule, with an equal installment vesting at the end of each calendar year following the grant or on the anniversary of the grant date. Starting from 2016, certain awards have multiple tranches with tiered vesting commencement dates from 2016 to 2020, and each of the tranches is subject to a six-year vesting schedule.
In addition, in October 2020, with the approvals of our board of directors and the board of directors of JD Logistics and JD Health, JD Logistics and JD Health each granted to Mr. Richard Qiangdong Liu options to acquire 99,186,705 ordinary shares of JD Logistics and options to acquire 53,042,516 ordinary shares of JD Health (collectively, the “Grants”) according to the existing share incentive plan of each of JD Logistics and JD Health. The Grants were awarded to Mr. Liu to motivate him to continue leading the future success of JD Logistics and JD Health. The Grants by JD Logistics and JD Health are each subject to asix-year vesting schedule and each account for approximately 2% of the issued and outstanding shares of JD Logistics and JD Health as of the grant date, as applicable.JD Logistics adopted its own share incentive plan in 2018, which permits JD Logistics to grantthe granting of stock options, restricted share units and other types of awards of JD Logistics to its employees, directors and consultants. As ofconsultants, and granted 187,844,000, 83,476,500 and 224,511,105 share options for the years ended December 31, 2018, 2019 and 2020, respectively, including the share options granted to Mr. Liu mentioned above. JD Logistics hadHealth adopted its own share incentive plan in 2020, which permits the granting of stock options, restricted share units and other types of awards of JD Health to its employees, directors and consultants, and granted 271,320,50094,770,812 share options.options for the year ended December 31, 2020, including the share options granted to Mr. Liu mentioned above. Our board of directors consists of five directors. A director is not required to hold any shares in our company by way of qualification. A director who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract or transaction with our company must declare the nature of his interest at a meeting of the directors. Subject to the Nasdaq Rules and disqualification by the chairman of the relevant board meeting, a director may vote in respect of any contract or transaction or proposed contract or transaction notwithstanding that he may be interested therein, and if he does so his vote will be counted and he may be counted in the quorum at the relevant board meeting at which such contract or transaction or proposed contract or transaction is considered. The directors may exercise all the powers of the company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, and to issue debentures or other securities whenever money is borrowed or as security for any debt, liability or obligation of the company or of any third party. None of our non-executive directors has a service contract with us that provides for benefits upon termination of service.
Under our current memorandum and articles of association, our board of directors will not be able to form a quorum without Mr. Richard Qiangdong Liu for so long as Mr. Liu remains a director. Committees of the Board of Directors We have established three committees under the board of directors: an audit committee, a compensation committee and a nominating and corporate governance committee. We have adopted a charter for each of the three committees. Our audit committee consists of Louis T. Hsieh, Ming Huang and Dingbo Xu. Mr. Hsieh is the chairman of our audit committee. We have determined that Mr. Hsieh, Mr. Huang and Mr. Xu satisfy the “independence” requirements of Nasdaq and Rule 10A-3 under the Securities Exchange Act of 1934. The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee is responsible for, among other things: appointing the independent auditors and pre-approvingpre-approvingall
all auditing and non-auditing services permitted to be performed by the independent auditors;
reviewing with the independent auditors any audit problems or difficulties and management’s response; discussing the annual audited financial statements with management and the independent auditors; reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; reviewing and approving all proposed related party transactions; meeting separately and periodically with management and the independent auditors; and monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. Our compensation committee consists of Ming Huang and Martin Chiping Lau. Mr. Huang is the chairman of our compensation committee. We have determined that Mr. Huang and Mr. Lau satisfy the “independence” requirements of Nasdaq. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee is responsible for, among other things: reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers; reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors; reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management.
Nominating and Corporate Governance Committee Our nominating and corporate governance committee consists of Dingbo Xu and Louis T. Hsieh. Mr. Xu is the chairperson of our nominating and corporate governance committee. Mr. Xu and Mr. Hsieh satisfy the “independence” requirements of Nasdaq. The nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee is responsible for, among other things: selecting and recommending to the board nominees for election by the shareholders or appointment by the board; reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity; making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.
Terms of Directors and Executive Officers Our officers are elected by and serve at the discretion of the board of directors. Our directors are appointed either by an ordinary resolution of our shareholders, or by a resolution of our board of directors (including the affirmative vote of Mr. Richard Qiangdong Liu for so long as he is a director). Our non-independent directors are not subject to a term of office and hold office until such time as they are removed from office by ordinary resolution of the shareholders. Our independent directors are subject to a contractual one-year term, which may be renewed for one additional year, unless either party provides a prior written notice to the other party before the initial term expires indicating the intention not to renew. A director will cease to be a director if, among other things, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; (ii) dies or is found by our company to be or becomes of unsound mind; (iii) resigns his office by notice in writing to our company; or (iv) without special leave of absence from our board of directors, is absent from meetings of our board of directors for three consecutive meetings and the board resolves that his office be vacated. As of December 31, 2017, 2018, 2019 and 2019,2020, we had a total of 157,831, 178,927, 227,730 and 227,730314,906 employees, respectively. The following is a breakdown of our employees as of December 31, 20192020 by function: | | | | | | | | | | | | 18,586 | | | | | 49,420 | | | | | 193,032 | | | | | 19,015 | | TechnologyResearch and Development
| | | 17,239 | | | | | 10,952 | | General and Administrative | | | 6,662 | | | | | | | | | | 314,906 | | | | | | | | | | | |
| * | The number of employees shown above excludes part-time employeesstaff and interns. |
With so many employees, we place great emphasis on our corporate culture to ensure that we maintain consistently high standards everywhere we operate.
We invest resources in the recruitment of employees in support of our fast-growing business operations. In 2019,2020, we recruited new employees in connection with the expansion of our business, and we will continue to invest resources in training, managing and motivating our workforce. In 2019,2020, we have invested a considerable amount of resources in employee career development and training. We have clear talent criteria and have applied them to the whole process of talent management. In the talent management activities throughout the year, we not only pay attention to the improvement of employees’ ability and quality, but also pay special attention to incentive development, in particularly emphasized the mindset of “contributor-oriented”, so that to enable all kinds of talents to have a “sense of goal” and “sense of fulfillment”. We lay special emphasis on the building of talent pipeline and the building of organizational cultural cohesion. We have established a comprehensive employee training and development system covering leadership, general competencies, and professional competencies. Our comprehensive training program covers corporate culture, employee rights and responsibilities, team building, professional behavior, job performance, management skills, leadership, and administrative decision-making. As of December 31, 2019,2020, over 700800 management trainees had undergone our dedicated management training program. We also sponsored selected senior and mid-level managers to participate in part-time EMBA programs. In addition, we launched “Go to college in JD” program in association with well-known universities in November 2013. All employees are eligible to join the program voluntarily and get scholarship from us once they obtain their bachelor’s or master’s degree.diploma, or have opportunity to apply an interest-free loan for their tuition fees from us. To boost our strategy of exploring oversea markets, we also have been recruiting international management trainees who are MBA graduates from top universities worldwide.
As required by regulations in China, we participate in various government statutory employee benefit plans, including social insurance funds, namely a pension contribution plan, a medical insurance plan, an unemployment insurance plan, a work-related injury insurance plan and a maternity insurance plan, and a housing provident fund. We are required under PRC law to contribute to employee benefit plans at specified percentages of the salaries, bonuses and certain allowances of our employees up to a maximum amount specified by the local government from time to time. We enter into standard labor contracts with our employees. We also enter into standard confidentiality and non-compete agreements with our senior management. The non-compete restricted period typically expires within two years after the termination of employment, and we agree to compensate the employee with a certain percentage of his or her pre-departure salary during the restricted period. We believe that we maintain a good working relationship with our employees, and we have not experienced any major labor disputes. | The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of February 29, 2020 by:
each of our directors and executive officers; and
each person known to us to own beneficially more than 5% of our total outstanding shares.
The calculations in the table below are based on 2,937,248,715 ordinary shares outstanding as of February 29, 2020, comprising of (i) 2,486,367,634 Class A ordinary shares, excluding the 36,694,434 Class A ordinary shares issued to our depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under our Share Incentive Plan, and (ii) 450,881,081
|
The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of February 28, 2021 by: each of our directors and executive officers; and each person known to us to own beneficially more than 5% of our total outstanding shares. The calculations in the table below are based on 3,117,970,519 ordinary shares outstanding as of February 28, 2021, comprising of (i)2,673,719,668 Class A ordinary shares, excluding the 11,823,314 Class A ordinary shares issued to our depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under our Share Incentive Plan, and (ii) 444,250,851 Class B ordinary shares. Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership and voting power percentage of that person, we have included shares and associated votes that the person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security. These shares and associated votes, however, are not included in the computation of the percentage ownership of any other person. Ordinary shares held by a shareholder are determined in accordance with our register of members. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Directors and Executive Officers: | | | | | | | | | | | | | | | | | | | | | | | | 13,000,000 | (1) | | | 421,507,423 | (1) | | | 434,507,423 | (1) | | | 13.9 | (1) | | | 76.9 | (2) | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | * | | | | — | | | | * | | | | * | | | | * | | | | | * | | | | — | | | | * | | | | * | | | | * | | | | | * | | | | — | | | | * | | | | * | | | | * | | | | | * | | | | — | | | | * | | | | * | | | | * | | | | | * | | | | — | | | | * | | | | * | | | | * | | | | | * | | | | — | | | | * | | | | * | | | | * | | All Directors and Executive Officers as a Group | | | 13,837,062 | | | | 421,507,423 | | | | 435,344,485 | | | | 13.9 | | | | 76.9 | (2) | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | 421,507,423 | | | | 421,507,423 | | | | 13.5 | | | | 72.9 | | Huang River Investment Limited (8) | | | 527,207,099 | | | | — | | | | 527,207,099 | | | | 16.9 | | | | 4.6 | | | | | 289,053,746 | | | | — | | | | 289,053,746 | | | | 9.3 | | | | 2.5 | | Fortune Rising Holdings Limited (10) | | | — | | | | 22,743,428 | | | | 22,743,428 | | | | 0.7 | | | | 3.9 | |
| * | Less than 1% of our total outstanding ordinary shares. |
| ** | Except for Mr. Martin Chiping Lau, Mr. Ming Huang, Mr. Louis T. Hsieh, and Mr. Dingbo Xu, the business address of our directors and executive officers is JD national headquarters at No. 18 Kechuang 11 Street, Yizhuang Economic and Technological Development Zone, Daxing District, Beijing 101111, P.R. China. |
| (1) | Represents (i) 421,507,423 Class B ordinary shares directly held by Max Smart Limited and (ii) 13,000,000 class A ordinary shares Mr. Liu had the right to acquire upon exercise of options that shall have become vested within 60 days after February 28, 2021. As of February 28, 2021, Mr. Liu has not exercised his right to acquire such Class A ordinary shares. Max Smart Limited is a British Virgin Islands company beneficially owned by Mr. Richard Qiangdong Liu through a trust and of which Mr. Richard Qiangdong Liu is the sole director, as described in footnote (7) below. The ordinary shares beneficially owned by Mr. Liu do not include 22,743,428 Class B ordinary shares held by Fortune Rising Holdings Limited, a British Virgin Islands company, as described in footnote (10) below. |
| (2) | The aggregate voting power includes the voting power with respect to the 22,743,428 Class B ordinary shares held by Fortune Rising Holdings Limited. Mr. Richard Qiangdong Liu is the sole shareholder and the sole director of Fortune Rising Holdings Limited and he may be deemed to beneficially own the voting power with respect to all of the ordinary shares held by Fortune Rising Holdings Limited in accordance with the rules and regulations of the SEC. In computingSEC, notwithstanding the numberfacts described in footnote (10) below. |
| (3) | Mr. Lau was appointed by Huang River Investment Limited. The business address of Mr. Lau is 48/F, South Tower, Tencent Binhai Building, Haitian 2nd Road, Nanshan District, Shenzhen, People’s Republic of China. |
| (4) | The business address of Mr. Huang is China Europe International Business School, 699 Hongfeng Road, Pudong District, Shanghai 201206, China. |
| (5) | The business address of Mr. Hsieh is Tower2,37-B, I Austin Road West, Kowloon, Hong Kong. |
| (6) | The business address of Professor Xu is China Europe International Business School, 699 Hongfeng Road, Pudong, Shanghai 201206, China. |
| (7) | Represents 421,507,423 Class B ordinary shares directly held by Max Smart Limited. Max Smart Limited is a British Virgin Islands company beneficially owned by Mr. Richard Qiangdong Liu through a persontrust and of which Mr. Richard Qiangdong Liu is the percentage ownership and voting power percentagesole director. The registered address of that person, we have included shares and associated votes thatMax Smart Limited is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. |
| (8) | Based on the person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security. These shares and associated votes, however, are not included in the computation of the percentage ownership of any other person. Ordinaryinformation provided by Huang River Investment Limited, represents (i) 497,311,279 Class A ordinary shares held by Huang River Investment Limited, and (ii) 14,947,910 ADSs, representing 29,895,820 Class A ordinary shares owned by Huang River Investment Limited or its affiliate. Huang River Investment Limited is a shareholder are determinedcompany incorporated in accordancethe British Virgin Islands, and is wholly-owned by Tencent Holdings Limited, a company listed on the Hong Kong Stock Exchange. The registered address of Huang River Investment Limited is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. Pursuant to the strategic cooperation agreement that we entered into with our register of members.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Directors and Executive Officers: | | | | | | | | | | | | | | | | | | | | | | | | | (1) | | | | (1) | | | | (1) | | | | (1) | | | | (2) | | | | | | | | | | | | | | | | | | | | | | | | | | * | | | | * | | | | | | | | * | | | | * | | | | | * | | | | * | | | | | | | | * | | | | * | | | | | * | | | | * | | | | | | | | * | | | | * | | | | | * | | | | * | | | | | | | | * | | | | * | | | | | * | | | | * | | | | | | | | * | | | | * | | | | | * | | | | * | | | | | | | | * | | | | * | | | | | * | | | | * | | | | | | | | * | | | | * | | | | | * | | | | * | | | | | | | | * | | | | * | All Directors and Executive Officers as a Group | | | | | | | | | | | | | | | | | | | | (2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Huang River Investment Limited (8) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fortune Rising Holdings Limited (10) | | | | | | | | | | | | | | | | | | | | |
* Less than 1%Tencent in May 2019, we agreed to issue to Tencent a certain number of our Class A ordinary shares for a total consideration of approximately US$250 million at prevailing market prices at certainpre-determined dates during the subsequent three-year period, of which 8,127,302 and 2,938,584 of our Class A ordinary shares were issued in May 2019 and May 2020. |
| (9) | Based on the information provided by Walmart, represents (i) 144,952,250 Class A ordinary shares and (ii) 72,050,748 ADSs, representing 144,101,496 Class A ordinary shares, owned jointly by (i) Walmart, a corporation organized under the laws of the State of Delaware, (ii) Newheight Holdings Ltd., or Newheight, a company organized under the laws of the Cayman Islands, and (iii) Qomolangma Holdings Ltd., or Qomolangma, a company organized under the laws of the Cayman Islands. Walmart wholly owns each of Qomolangma and Newheight indirectly through a number of other wholly-owned subsidiaries. Newheight is a wholly-owned subsidiary of Qomolangma. The address of the principal business office of Walmart is 702 S.W. Eighth Street, Bentonville, Arkansas 72716. The address of the principal business office of Newheight is PO Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand CaymanKY1-1106, Cayman Islands. The address of the principal business office of Qomolangma is 190 Elgin Avenue, George Town, Grand CaymanKY1-9005, Cayman Islands. |
| (10) | Represents 22,743,428 Class B ordinary shares held by Fortune Rising Holdings Limited. Fortune Rising Holdings Limited holds these Class B ordinary shares for the purpose of transferring such shares to the plan participants according to our awards under our Share Incentive Plan, and administers the awards and acts according to our instruction. Fortune Rising Holdings Limited exercises the voting power with respect to these shares according to our instruction. Fortune Rising Holdings Limited is a company incorporated in the British Virgin Islands. Mr. Richard Qiangdong Liu is the sole shareholder and the sole director of Fortune Rising Holdings Limited. The registered address of Fortune Rising Holdings Limited is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. |
To our knowledge, as of February 28, 2021, a total of 1,290,367,337 class A ordinary shares were held by four record holders in the United States, representing approximately 41.2% of our total outstanding shares on anas-converted basis (including the 11,823,314 Class A ordinary shares issued to our depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under our Share Incentive Plan). One of these holders is Deutsche Bank Trust Company Americas, the depositary of our ADS program, which held 48.0% of our Class A ordinary shares on record, representing approximately 41.2% of our total outstanding shares on record as of February 28, 2021 (including the 11,823,314 Class A ordinary shares issued to it for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under our Share Incentive Plan). The number of beneficial owners of our ADSs in the United States is likely to be much larger than the number of record holders of our ordinary shares in the United States. Our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares are entitled to one vote per share, while holders of Class B ordinary shares are entitled to twenty votes per share. Holders of Class A and Class B ordinary shares vote together as one class on all matters subject to a shareholders’ vote. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance. See “Item 10.B. Additional Information—Memorandum and Articles of Association” for a more detailed description of our Class A ordinary shares and Class B ordinary shares. ** | Except for Mr. Martin Chiping Lau, Mr. Ming Huang, Mr. Louis T. Hsieh, and Mr. Dingbo Xu, the business address of our directors and executive officers is JD national headquarters at No. 18 Kechuang 11 Street, Yizhuang Economic and Technological Development Zone, Daxing District, Beijing 101111, P.R. China. |
(1) | Represents (i) 421,507,423 Class B ordinary shares directly held by Max Smart Limited, (ii) 7,000,000 restricted ADSs, representing 14,000,000 Class A ordinary shares, owned by Max Smart Limited, and (iii) 10,400,000 class A ordinary shares Mr. Liu had the right to acquire upon exercise of options that shall have become vested within 60 days after February 29, 2020. Max Smart Limited is a British Virgin Islands company beneficially owned by Mr. Richard Qiangdong Liu through a trust and of which Mr. Richard Qiangdong Liu is the sole director, as described in footnote (7) below. The ordinary shares beneficially owned by Mr. Liu do not include 29,373,658 Class B ordinary shares held by Fortune Rising Holdings Limited, a British Virgin Islands company, as described in footnote (10) below. |
(2) | The aggregate voting power includes the voting power with respect to the 29,373,658 Class B ordinary shares held by Fortune Rising Holdings Limited. Mr. Richard Qiangdong Liu is the sole shareholder and the sole director of Fortune Rising Holdings Limited and he may be deemed to beneficially own the voting power with respect to all of the ordinary shares held by Fortune Rising Holdings Limited in accordance with the rules and regulations of the SEC, notwithstanding the facts described in footnote (10) below. |
(3) | Mr. Lau was appointed by Huang River Investment Limited. The business address of Mr. Lau is 48/F, South Tower, Tencent Binhai Building, Haitian 2nd Road, Nanshan District, Shenzhen, People’s Republic of China. |
(4) | The business address of Mr. Huang is China Europe International Business School, 699 Hongfeng Road, Pudong District, Shanghai 201206, China. |
(5) | The business address of Mr. Hsieh is Tower2,37-B,
I Austin Road West, Kowloon, Hong Kong. |
(6) | The business address of Professor Xu is China Europe International Business School, 699 Hongfeng Road, Pudong, Shanghai 201206, China. |
(7) | Represents (i) 421,507,423 Class B ordinary shares directly held by Max Smart Limited and (ii) 7,000,000 restricted ADSs, representing 14,000,000 Class A ordinary shares, owned by Max Smart Limited. Max Smart Limited is a British Virgin Islands company beneficially owned by Mr. Richard Qiangdong Liu through a trust and of which Mr. Richard Qiangdong Liu is the sole director. The registered address of Max Smart Limited is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. |
(8) | Based on the information provided by Huang River Investment Limited, represents (i) 494,372,695 Class A ordinary shares held by Huang River Investment Limited, and (ii) 15,410,010 ADSs, representing 30,820,020 Class A ordinary shares owned by Huang River Investment Limited or its affiliate. Huang River Investment Limited is a company incorporated in the British Virgin Islands, and is wholly-owned by Tencent Holdings Limited, a company listed on the Hong Kong Stock Exchange. The registered address of Huang River Investment Limited is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. Pursuant to the stragetic cooperation agreement that we entered into with Tencent in May 2019, we agreed to issue to Tencent a certain number of our Class A ordinary shares for a total consideration of approximately US$250 million at prevailing market prices at certainpre-determinedExcept for the above, we are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. dates during the subsequent three-year period, of which 8,127,302 of our Class A ordinary shares were issued in May 2019. | Major Shareholders and Related Party Transactions |
(9) | Based on the information provided by Walmart, represents (i) 144,952,250 Class A ordinary shares and (ii) 72,050,748 ADSs, representing 144,101,496 Class A ordinary shares, owned jointly by (i) Walmart, a corporation organized under the laws of the State of Delaware, (ii) Newheight Holdings Ltd., or Newheight, a company organized under the laws of the Cayman Islands, and (iii) Qomolangma Holdings Ltd., or Qomolangma, a company organized under the laws of the Cayman Islands. Walmart wholly owns each of Qomolangma and Newheight indirectly through a number of other wholly-owned subsidiaries. Newheight is a wholly-owned subsidiary of Qomolangma. The address of the principal business office of Walmart is 702 S.W. Eighth Street, Bentonville, Arkansas 72716. The address of the principal business office of Newheight is PO Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand CaymanKY1-1106,
Cayman Islands. The address of the principal business office of Qomolangma is 190 Elgin Avenue, George Town, Grand CaymanKY1-9005,
Cayman Islands. |
(10) | Represents 29,373,658 Class B ordinary shares held by Fortune Rising Holdings Limited. Fortune Rising Holdings Limited holds these Class B ordinary shares for the purpose of transferring such shares to the plan participants according to our awards under our Share Incentive Plan, and administers the awards and acts according to our instruction. Fortune Rising Holdings Limited exercises the voting power with respect to these shares according to our instruction. Fortune Rising Holdings Limited is a company incorporated in the British Virgin Islands. Mr. Richard Qiangdong Liu is the sole shareholder and the sole director of Fortune Rising Holdings Limited. The registered address of Fortune Rising Holdings Limited is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. |
To our knowledge, as of February 29, 2020, a total of 1,883,737,107 class A ordinary shares were held by five record holders in the United States, representing approximately 63.3% of our total outstanding shares on anas-converted
basis (including the 36,694,434 Class A ordinary shares issued to our depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under our Share Incentive Plan). One of these holders is Deutsche Bank Trust Company Americas, the depositary of our ADS program, which held 73.6% of our Class A ordinary shares on record, representing approximately 62.4% of our total outstanding shares on record as of February 29, 2020 (including the 36,694,434 Class A ordinary shares issued to it for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under our Share Incentive Plan). The number of beneficial owners of our ADSs in the United States is likely to be much larger than the number of record holders of our ordinary shares in the United States.Our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares are entitled to one vote per share, while holders of Class B ordinary shares are entitled to twenty votes per share. Holders of Class A and Class B ordinary shares vote together as one class on all matters subject to a shareholders’ vote. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance. See “Item 10.B. Additional Information—Memorandum and Articles of Association” for a more detailed description of our Class A ordinary shares and Class B ordinary shares.
Except for the above, we are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.
Item 7. | Major Shareholders and Related Party Transactions |
| |
Please refer to “Item 6.E. Directors, Senior Management and Employees—Share Ownership.”
| Related Party Transactions |
Contractual Arrangements with Our Variable Interest Entities and Their Shareholders PRC laws and regulations currently limit foreign ownership of companies that engage in businesses such as value-added telecommunications service business in China. Due to these restrictions, we operate our relevant business through contractual arrangements with our variable interest entities. For a description of these contractual arrangements, see “Item 4.C. Information on the Company—Organizational Structure.” Agreements and Business Cooperation with Tencent Strategic Cooperation Agreement. PRC laws and regulations currently limit foreign ownership of companies that engage in businesses such as value-added telecommunications service business in China. Due to these restrictions, we operate our relevant business through contractual arrangements with our variable interest entities. For a description of these contractual arrangements, see “Item 4.C. Information on the Company—Organizational Structure.”
Agreements and Business Cooperation with Tencent
Strategic Cooperation Agreement
. On March 10, 2014, we entered into a strategic cooperation agreement and formed a strategic partnership with Tencent. As part of the strategic partnership, Tencent agreed to offer us prominent access points in its mobile apps Weixin and Mobile QQ and provide internet traffic and other support from other key platforms to us. The two parties agreed to cooperate in a number of areas including mobile-related products, social networking services, membership systems and payment solutions. The strategic cooperation agreement had a term of five years and applies within the territory of the Greater China. Under the strategic cooperation agreement, we are Tencent’s preferred partner for all physical goodse-commerce businesses, and Tencent agrees not to engage in any retail or managed marketplace business model in physical goodse-commerce businesses in the Greater China and a few selected international markets for a period of eight years, other than through its controlled affiliate Shanghai Icson.On May 10, 2019, we renewed the strategic cooperation agreement with Tencent for a period of three years starting from May 27, 2019. Tencent will continue to offer us prominent level 1 and level 2 access points on its Weixin platform to provide traffic support, and the two companies also intend to continue to cooperate in a number of areas including communications, advertising and membership services, among others. It is estimated that such traffic support, advertising spending and other cooperation will amount to over US$800 million, which will be paid or spent over the next three years. We agreed to issue to Tencent a certain number of our Class A ordinary shares for a total consideration of approximately US$250 million at prevailing market prices at certainpre-determined dates during the three-year period, of which 8,127,302 and 2,938,584 of our Class A ordinary shares were issued in May 2019 and May 2020. Business Cooperation with Tencent.
Agreements and Transactions Relating to JD Digits On March 1, 2017, we entered into a framework agreement, or the Framework Agreement, and an intellectual property license and software technology services agreement, or the JD Digits IPLA, with JD Digits, and certain entities controlled by Mr. Richard Qiangdong Liu, our chairman and chief executive officer, in connection with the reorganization of JD Digits. As of June 30, 2017, the reorganization of JD Digits had been completed. As a result, we disposed of all of our 68.6% equity interest in JD Digits and deconsolidated the financial results of JD Digits from ours since then. Pursuant to the agreements, we received approximately RMB14.3 billion in cash upon transaction closing with an economic gain of RMB14.2 billion and 40% of the futurepre-tax profit of JD Digits when JD Digits has a positivepre-tax income on a cumulative basis. During 2018, 2019 and 2020, we did not receive any profits from JD Digits under the profit-sharing arrangement, as JD Digits did not have a positivepre-tax income on a cumulative basis during each of these periods. In addition, pursuant to the Framework Agreement, we are Tencent’s preferred partner for all physical goodse-commerce
businesses, and Tencent agrees not to engage in any retail or managed marketplace business model in physical goodse-commerce
businesses in the Greater China and a few selected international markets for a period of eight years, other than through its controlled affiliate Shanghai Icson E-Commerce Development Company Limited, or Shanghai Icson. On May 10, 2019, we renewed the strategic cooperation agreement with Tencent for a period of three years starting from May 27, 2019. Tencent will continue to offer us prominent level 1 and level 2 access points on its Weixin platform to provide traffic support, and the two companies also intend to continue to cooperate in a number of areas including communications, advertising and membership services, among others. It is estimated that such traffic support, advertising spending and other cooperation will amount to over US$800 million, which will be paid or spent over the next three years. We agreed to issue to Tencent a certain number of our Class A ordinary shares for a total consideration of approximately US$250 million at prevailing market prices at certainpre-determined
dates during the three-year period, of which 8,127,302 of our Class A ordinary shares were issued in May 2019.Business Cooperation with Tencent
. Huang River Investment Limited, a wholly-owned subsidiary of Tencent, has been a principal shareholder of us since March 2014. In 2017, we generated RMB261 million commission services revenues from cooperation on advertising business with Tencent, RMB32 million revenues from services provided to and products sold to Tencent, and purchased a total amount of RMB675 million advertising resources and payment processing services from Tencent. In 2018, we generated RMB345 million commission services revenues from cooperation on advertising business with Tencent, RMB277 million revenues from services provided and products sold to Tencent, and purchased a total amount of RMB1,176 million advertising resources and payment processing services from Tencent. In 2019, we generated RMB288 million (US$41 million) commission services revenues from cooperation on advertising business with Tencent, RMB399 million (US$57 million) revenues from services provided to and products sold to Tencent, and purchased a total amount of RMB2,222 million (US$319 million) advertising resources and payment processing services from Tencent. As of December 31, 2019, we had a total amount of RMB1,128 million (US$162 million) due from Tencent.Agreements and Transactions Relating to JD Digits
On March 1, 2017, we entered into a framework agreement, or the Framework Agreement, and an intellectual property license and software technology services agreement, or the JD Digits IPLA, with JD Digits, and certain entities controlled by Mr. Richard Qiangdong Liu, our chairman and chief executive officer, including Suqian Linghang Fangyuan Equity Investment Center, or Suqian Linghang, and Suqian Dongtai Jinrong Investment Management Center, or Suqian Dongtai. As of June 30, 2017, the reorganization of JD Digits had been completed. As a result, we disposed of all of our 68.6% equity interest in JD Digits and deconsolidated the financial results of JD Digits from ours since then. Pursuant to the agreements, we received approximately RMB14.3 billion in cash upon transaction closing with an economic gain of RMB14.2 billion and 40% of the futurepre-tax
profit of JD Digits when JD Digits has a positivepre-tax
income on a cumulative basis. In addition, we will be able to convert our profit sharing right with respect to JD Digits into 40% of JD Digits’s equity interest, subject to applicable regulatory approvals. The above percentage of profit sharing and maximum equity interest issuance to us, which we refer to as the Maximum Interest, is subject to potential proportional dilution as a result of any future equity financings or ESOP increases of JD Digits. In connection with JD Digits’s additional round of financing in 2018, the Maximum Interest was diluted to approximately 36%.In June 2020, we entered into agreements with JD Digits, pursuant to which we have, through a consolidated PRC domestic company, acquired an aggregate of 36.8% equity interest in JD Digits by converting our profit sharing right to the Maximum Interest and investing additional RMB1.78 billion in cash in JD Digits. The Framework Agreement, including the profit-sharing arrangement between JD Digits and us, was terminated, and JD Digits has become our equity method investee. In connection with the acquisition of equity interests in JD Digits, we have entered into agreements with JD Digits which set forth the rights of us as a shareholder.Pursuant to these agreements, we will continue to enjoy substantially all the rights that we had under the Framework Agreement; provided that certain rights such as the right to liquidity event payment had been terminated upon our conversion of the profit sharing right into equity interest in JD Digits. Pursuant to these agreements, certain of our rights under these agreements should be terminated immediately the day before JD Digits submits its application for an initial public offering in the PRC. These rights, however, will be restored in the event the initial public offering application is rejected by the relevant authorities or withdrawn by JD Digits. On June 20, 2020, the shareholders of JD Digits passed a unanimous resolution to restructure JD Digits as a company limited by shares and adopt the dual class voting structure. The shares held by Mr. Richard Qiangdong Liu and Suqian Linghang Fangyuan, an entity controlled by Mr. Liu, were entitled to ten votes per share, while Mr. Liu and Suqian Linghang Fangyuan must abstain from voting on any related party transaction with JD Digits. As a result of this dual class voting structure, as of December 31, 2020, we held approximately 18.7% voting power, and Mr. Richard Qiangdong Liu and Suqian Linghang Fangyuan together held 54.7% of the total voting power of JD Digits. On March 31, 2021, we entered into definitive agreements with JD Digits relating to the reorganization of our cloud computing and artificial intelligence business (“JD Cloud & AI”). Pursuant to the definitive agreements, we transferred JD Cloud & AI and certain assets together valued at approximately RMB15.7 billion to JD Digits, in exchange for newly issued ordinary shares of JD Digits. Upon completion of the transactions on March 31, 2021, JD Cloud & AI was deconsolidated from our consolidated financial statements, and our equity interest in JD Digits increased from 36.8% to approximately 42%. Please see “Item 4. Information on the Company—A. History and Development of the Company” for further information. Set forth below is a summary of the key provisions of the currently effective material agreements between us and JD Digits. . The shareholders agreement of JD Digits provides for certain special rights, including preemptive right and right to consent for certain matters and contains provisions governing the board of directors and other corporate governance matters.
. We and JD Digits have each agreed to certain limitations on our respective ability to enter into or participate in the same line of business as the other party. JD Digits may not engage in thee-commerce business conducted by us or our subsidiaries without our prior written consent, unless we and JD Digits are no longer under the common control of Mr. Richard Qiangdong Liu. Without the prior written consent of JD Digits, we are restricted from engaging in the financial products, financial derivatives, and other financial-related businesses operated by JD Digits and its subsidiaries, including consumer finance, supply chain finance, third party payment, factoring, insurance brokerage and agency, crowd funding (including product and equity crowd funding), wealth management, securities brokerage, banking, financial leasing, asset management, and credit reporting, unless we and JD Digits are no longer under the common control of Mr. Liu. We, however, may make passive investments in competing businesses which we refer to as the Maximum Interest, is subject to potential proportional dilution as a result of any future equity financings or ESOP increases of JD Digits. In connection with JD Digits’s additional round of financing in 2018, the Maximum Interest has been diluted to approximately 36%. Please see “Item 4. Information on the Company—A. History and Development of the Company” for further information.
The Framework Agreement, as amended, contains the following major provisions:
Under the Framework Agreement, in the event of a liquidity event of JD Digits, if our total ownership of equity interests in JD Digits, if any, acquired as described under “—Potential Equity Interest” below, has not reached the Maximum Interest, we would be entitled, at our election, to receive aone-time
payment up to the Maximum Interest percentage of the equity value, immediately prior to such liquidity event of JD Digits. If we acquire equity interests in JD Digits in an aggregate amount less than the Maximum Interest, then the percentage of JD Digits’s equity value used to calculate the liquidity event payment will be reduced proportionately. The above-mentioned maximum percentage of JD Digits’s equity interest that may be issued to us and JD Digits’s equity value in the form of liquidity payment to us at our election are subject to potential proportional dilution as a result of any future equity financings or ESOP pool increases of JD Digits, and have been diluted from 40% to approximately 36% in connection with JD Digits’s additional round of financing in 2018.In lieu of receiving the liquidity event payment, we may elect to receive payments under the profit sharing provision of the JD Digits IPLA described below in perpetuity, subject to the receipt of regulatory approvals, including under applicable stock exchange listing rules, required to permit continuation of the profit share following a liquidity event of JD Digits. If we so elect, in connection with such a liquidity event, JD Digits must use its commercially reasonable efforts to obtain such regulatory approvals. If such approvals are not obtained, then JD Digits will pay us the liquidity event payment described above.
A “liquidity event” as defined in the Framework Agreement includes (i) a qualified initial public offering of JD Digits, (ii) a change of control transaction, (iii) a bona-fide issuance of approximately 40% or more of the securities of JD Digits on a fully-diluted basis, (iv) a bona-fide lease, sale or otherwise disposal of all or substantially all of the assets of JD Digits, and (v) a liquidation, dissolution or winding up of JD Digits.
Potential Equity Interest
The Framework Agreement provides for future potential equity issuances to us by JD Digits. Under the Framework Agreement, in the event that JD Digits applies for and receives certain PRC regulatory approvals in the future, JD Digits will issue and we will purchase newly issued equity interests in JD Digits, up to the full 40% equity interest, or such lesser equity interest as may be permitted by the applicable regulatory approvals. This maximum percentage of potential equity interest that may be issued to us upon receipt of PRC regulatory approvals is subject to potential proportional dilution as a result of any future equity financings or ESOP pool increases of JD Digits, and has been diluted to approximately 36% in connection with JD Digits’s additional round of financing in 2018.
If we were to acquire any of such newly issued equity interests, we will have apre-emptive
right prior to the time of a qualified IPO of JD Digits, in the event JD Digits issues additional equity interests to third parties, that will entitle us to acquire additional equity interests in order to maintain the equity ownership percentage we hold in JD Digits immediately prior to such third-party issuances.If the liquidity event payment described above under “—Liquidity Event Payment” has not become payable upon a liquidity event of JD Digits, then our right to acquire up to the Maximum Interest will continue after such liquidity event.
The consideration to be paid by us to acquire any equity interest in JD Digits up to the Maximum Interest will be fully funded by payments from JD Digits in respect of certain intellectual property and software technology services we will provide to JD Digits.
To the extent we acquire the Maximum Interest pursuant to the provisions of the Framework Agreement, the liquidity event payment and the profit sharing arrangement under the JD Digits IPLA described in “—JD Digits Intellectual Property License and Software Technology Services Agreement” below will automatically terminate. If we acquire less than the Maximum Interest in JD Digits pursuant to the provisions of the Framework Agreement, the liquidity event payment amount and the profit sharing arrangement under the JD Digits IPLA will be proportionately reduced based on the amount of equity interests acquired by us.
We believe that under applicable regulatory rules and practices currently in effect, the relevant PRC approvals necessary for us to own any equity interest in JD Digits may be difficult to obtain. There can be no assurance that such applicable regulatory rules and practices will change in the near future.
Certain Restrictions on the Transfer of JD Digits Equity Interests
Pursuant to the Framework Agreement, certain parties thereto, including in some cases our company, are subject to restrictions on the transfer of equity interests in JD Digits, including:
prior to our acquisition of the Maximum Interest, none of Suqian Linghang, Suqian Dongtai or JD Digits may transfer or issue, as applicable, any equity interest in JD Digits to anon-PRC
person or entity, and JD Digits shall cause its other shareholders not to do so; andin the event that we acquire any equity interest in JD Digits, any transfer of equity interest in JD Digits by Suqian Linghang or Suqian Dongtai, on the one hand, or our company, on the other hand, will be subject to a right of first refusal by the other party.
Non-competition
UndertakingsUnder the Framework Agreement, we and JD Digits have each agreed to certain limitations on our respective ability to enter into or participate in the same line of business as the other party. The Framework Agreement provides that JD Digits may not engage in thee-commerce
business conducted by us from time to time, or the logical extensions thereof, and we are restricted from engaging in financial, financial derivatives and other finance-related business conducted by JD Digits and its subsidiaries from time to time, including consumer finance, supply chain finance, third-party payment, factoring, insurance brokerage and agency, crowdfunding, wealth management, securities brokerage, banking, financial leasing, asset management and credit reference businesses, except for insurance business and certain other permitted shared businesses. Each party may, however, make passive investments in competing businesses which such party does not control. Corporate Governance Provisions
Pursuant to the Framework Agreement, we and JD Digits mutually recommended one person who JD Digits nominated as a member of its board of directors.
In addition, prior to our acquisition of the Maximum Interest, without the prior written consent of the audit committee of our board, JD Digits will not:
issue any equity securities other than in a qualified IPO, unless thepre-money
valuation of JD Digits on a consolidated basis implied by such issuance of equity securities is not less than the valuation of JD Digits implied by its issuance of equity securities to the investors as contemplated under the Framework Agreement;undertake or consummate, and neither Suqian Linghang nor Suqian Dongtai will otherwise permit, an initial public offering of JD Digits other than a qualified IPO; or
undertake or consummate, and neither Suqian Linghang nor Suqian Dongtai will otherwise permit, any liquidity event of JD Digits involving a related party as a counter-party.
JD Digits Intellectual Property License and Software Technology Services Agreement
Under the terms of the JD Digits IPLA, we have agreed to license to JD Digits certain intellectual property rights and provide various software technology services to JD Digits.
Under the JD Digits IPLA, we will receive, in addition to a service fee, royalty streams related to JD Digits and its subsidiaries, which we refer to collectively as the profit sharing payments. The profit sharing payments will be paid annually and will equal the sum of an expense reimbursement plus the Maximum Interest percentage of the consolidatedpre-tax
income of JD Digits on a cumulative basis (subject to certain adjustments). The percentage of the consolidatedpre-tax
income of JD Digits payable to us in the form of the profit sharing payments is also subject to potential proportional dilution as a result of any future equity financings or ESOP pool increases of JD Digits.In addition, if we acquire any equity interest in JD Digits as described above under “—Framework Agreement—Potential Equity Interest,” the profit sharing payments will be reduced in proportion to such equity issuance and, at or prior to the time of such equity issuance, JD Digits will make a payment to us in consideration for the reduction in profit sharing payments. This payment by JD Digits will effectively fund our subscription for equity interest of JD Digits, and will result in our acquiring equity interests in JD Digits with effectively no cash impact to us, subject to applicable taxes.
The JD Digits IPLA will terminate (i) after our total equity interest ownership in JD Digits has reached the Maximum Interest, when a qualified IPO of JD Digits occurs; (ii) after a qualified IPO of JD Digits has occurred, when our total equity interest ownership in JD Digits reaches the Maximum Interest, each percentage above being subject to potential dilution as a result of any future equity financings or ESOP pool increases of JD Digits; or (iii) when the liquidity event payment as described above under “—Framework Agreement—Liquidity Event Payment” becomes payable.
Business Transactions with JD Digits and Its Subsidiaries JD Digits is a related party controlled by our chairman of the board of directors and chief executive officer, Mr. Richard Qiangdong Liu, through his equity stake and voting arrangements in JD Digits. In 2017, 2018, 2019 and 2019,2020, we provided services and sold goods to JD Digits in a total amount of RMB272 million, RMB449 million, and RMB342 million and RMB598 million (US$ 4992 million), respectively. In 2017, 2018, 2019 and 2019,2020, we received payment processing and other services provided by JD Digits in the amount of RMB2,936 million, RMB3,931 million, and RMB4,981 million and RMB6,945 million (US$ 7151,064 million), respectively. In 2017, 2018, 2019 and 2019,2020, interest income in the amount of RMB871 million, RMB180 million, and RMB41 million and RMB31 million (US$ 65 million) was recognized in relation to the financial support provided to JD Digits by us. Based on a series of agreements signed on January 1, 2016, JD Digits will perform the credit risk assessment services and earn fees for providing such services, and JD Digits will purchase the consumer financing receivables past due over certain agreed period of time from us at carrying values without recourse and also agree to bear other cost directly related to the consumer financing to absorb the risks. In connection with the agreements, the total amount of over-due receivables related to the consumer financing transferred from us to JD Digits were RMB497 million, RMB242 million, and RMB189 million and RMB493 million (US$ 27million)76 million) for the years ended December 31, 2017, 2018, 2019 and 2019,2020, respectively. We also transferred certain financial assets to JD Digits with or without recourse at fair value. The amount of accounts receivables transferred with recourse in 2018, 2019 and 20192020 were RMB1,388 million, nil and nil and were not derecognized, while the amount of accounts receivables transferred without recourse in 2018, 2019 and 20192020 were RMB9,854 million, and RMB24,586 million and RMB33,406 million (US$3,5315,120 million), respectively, and were derecognized. As of December 31, 2019,2020, we had a total amount of RMB1,729RMB4,066 million (US$248623 million) due from JD Digits. As of June 30, 2017, the reorganization of JD Digits had been completed, and we disposed all of our equity interest in JD Digits. As part of the transaction, we received approximately RMB14.3 billion in cash with an economic gain of RMB14.2 billion in 2017. As JD Digits is under the common control of Mr. Richard Qiangdong Liu through his equity stake and voting arrangements, the gain of RMB14.2 billion was recorded directly to additionalpaid-in
capital in shareholders’ equity. We also retained the right to receive 40% of futurepre-tax
profit of JD Digits when JD Digits has a positivepre-tax
income on a cumulative basis. In connection with JD Digits’s additional round of financing in 2018, the percentage of profit sharing has been diluted to approximately 36%.
Transactions with Our Equity Investees and Other Related Parties Traffic Support, Marketing and Promotion Services Provided to Bitauto and its subsidiaries, or Bitauto Group . Bitauto Group iswas an equity investee of us.us until November 2020. In February 2015, we invested a combination of US$400 million in cash and certain resources valued at US$497 million as consideration for the newly issued ordinary shares of Bitauto. On the completion date of the transaction, the traffic support, marketing and promotion services to be provided to Bitauto which had a fair value of US$497 million were recorded as deferred revenues and would be recognized as net service revenues over the cooperation period of five years on a straight line basis starting from April 2015. In 2017, 2018, 2019 and 2019,2020, net service revenues in the amount of RMB609 million, RMB609RMB607 million and RMB607RMB165 million (US$ 8725 million) had been recognized, respectively. In June 2016, we subscribed for 2,471,577 of newly issued ordinary shares from Bitauto for a consideration of US$50 million. As we no longer had significant influence on Bitauto Group and we were no longer the major vendor of December 31, 2019, we had a total amountBitauto Group since the fourth quarter of RMB165 million (US$24 million) deferred revenues in relation to traffic support, marketing and promotion services to be provided to2020, Bitauto Group.Group was not considered our related party.
Traffic Support, Marketing and Promotion Services Provided to Tuniu and its subsidiaries, or Tuniu Group . Tuniu Group iswas an equity investee of us.us until November 2020. In May 2015, we invested in Tuniu with a combination of US$250 million in cash and certain resources valued at US$108 million as consideration for the newly issued ordinary shares of Tuniu. On the completion date of the transaction, the traffic support, marketing and promotion services to be provided to Tuniu which had a fair value of US$108 million were recorded as deferred revenues and would be recognized as net service revenues over the cooperation period of five years on a straight line basis starting from August 2015. In 2017, 2018, 2019 and 2019,2020, net service revenues in the amount of RMB132 million, RMB132 million and RMB132RMB83 million (US$ 1913 million) had been recognized, respectively. As we no longer had significant influence on Tuniu Group and we were no longer the major vendor of December 31, 2019, we had a total amountTuniu Group since the fourth quarter of RMB83 million (US$12 million) deferred revenues in relation to traffic support, marketing and promotion services to be provided to2020, Tuniu Group. As of December 31, 2019, we had an amount of RMB2,133 thousand (US$306 thousand) due to Tuniu Group.Group was not considered our related party.Business Transaction and Non-compete Obligation with Dada and its subsidiaries, or Dada Group . Dada Group is an equity investee of us. In April 2016, we contributed certain resources and US$200 million in cash in exchange for newly issued equity interest in Dada.Dada Group. On the completion date of the transaction, the traffic support, marketing and promotion services to be provided to Dada Group which had a fair value of approximately US$67 million were recorded as deferred revenues and would be recognized as net service revenues, and the non-compete obligation with Dada Group which had a fair value of approximately US$83 million were recorded as other liabilities and would be recognized as other income over a period of seven years on a straight line basis starting from May 2016. In 2017, 2018, 2019 and 2019,2020, other income in the amount of RMB80RMB79 million, RMB79RMB82 million and RMB82 million (US$ 1213 million) had been recognized, respectively. As of December 31, 2019,2020, we had a total amount of RMB207RMB145 million (US$ 3022 million) deferred revenues in relation to traffic support, marketing and promotion services to be provided to Dada Group and a total amount of RMB277RMB181 million (US$ 4028 million) other liabilities in relation to non-compete obligation with Dada Group. In 2017, 2018, 2019 and 2019,2020, we provided services and sold goods to Dada Group in a total amount of RMB100 million, RMB122 million, and RMB133 million and RMB179 million (US$ 1928 million), respectively, and in the same periods, we also received services from Dada Group in a total amount of RMB694 million, RMB939 million, and RMB1,565 million and RMB2,200 million (US$ 225337 million), respectively. As of December 31, 2019,2020, we had a total amount of RMB208RMB498 million (US$ 3076 million) due to Dada Group. In June 2020, the ADSs of Dada Group commenced trading on the Nasdaq Global Select Market under the symbol “DADA,” and, as of December 31, 2020, we had invested US$973 million to acquire its ADSs. As of December 31, 2020, we owned approximately 46% issued and outstanding shares of Dada Group.Bridge Financing to Yixin and its subsidiaries, or Yixin Group
. Yixin Group is an equity investee of us. On October 27, 2017, to provideMarch 22, 2021, we, through a temporary bridge financing to Yixin Group, wesubsidiary, entered into an entrusted loana share purchase agreement with YixinDada Group, and an independent third-party PRC commercial bank wherebyunder which we lenthave agreed to invest a total of RMB1,000US$800 million in newly issued ordinary shares of Dada Group, at a per share purchase price equal to Yixin Group. The commercial termsthe closing trading price of Dada Group’s ordinary shares on the Nasdaq Global Select Market, on March 19, 2021, the last trading day prior to the date of the bridge loan were comparableshare purchase agreement. Following the transaction, we will hold, taking into account our existing holding, approximately 51% of Dada Group’s issued and outstanding shares. The closing of the transaction is subject to satisfaction of customary closing conditions and procedures, including applicable governmental filings. Upon the terms in arms’ length transactions with third-party borrowers. Yixinclosing of the transaction, we expect to consolidate the financial results of Dada Group repaid the bridge loan and associated interest before December 31, 2017.135into our consolidated financial statements.
Business Transactions with Core Fund.Funds. JD Property, our propertyinfrastructure asset management group,and integrated service platform, owns, develops and manages our logistics facilities and other real estate properties to support JD Logistics and third parties. In February 2019, JD PropertyJanuary 2020 and GIC, Signapore’s sovereign wealth fund, jointly established JD Logistics Properties Core Fund, L.P., or Core Fund, for a total committed capital of over RMB4.8 billion. We serve as the general partner of Core Fund and have committed 20% of its total capital, while GIC has committed the remaining 80%. The investment committee of Core Fund, which comprises representatives from us and GIC, oversees the key operations of Core Fund. Furthermore, in February 2019,December 2020, we entered into a definitive agreementagreements with Core Funds and Development Fund I, as applicable, pursuant to which we sold certain of our moderncompleted and uncompleted logistics facilities toFor the logistics facilities under Core Funds and Development Fund for a total gross asset value of RMB10.9 billion, to unleash the full potential of our balance sheet and optimize the use of capital for our future growth initiatives. In the second half of 2019,I that met the closing conditions, for the completed assets were met, and we recorded a total disposal gain of RMB3.8 billion for the completed assetsand RMB1.6 billion (US$0.3 billion) in 2019. For2019 and 2020, respectively. We will derecognize the remaining logistics facilities under construction, we will derecognize these assets upon the completion and satisfaction of the hand over conditions.hand-over condition. In addition, subsequent to the disposition, we have leased back thesethe completed facilities from Core Funds for operational purposes, and JD Property has started serving as the asset manager managing Core Fund’sFunds’ assets. In 2019, weWe will also lease back some of the facilities that sale to Development Fund I for operational purposes when such facility has been completed. See also “Item 4. Information on the Company––A. History and Development of the Company—Our Strategic Cooperations and Other Developments ––JD Property.” We received lease and property management services from Core FundFunds in a total amount of RMB476 million and RMB838 million (US$ 68128 million) . in 2019 and 2020, respectively. Interest income in the amount of RMB75 million and RMB49 million (US$ 117 million) waswere recognized in 2019 and 2020, respectively, in connection with our financial support provided to Core Fund.Funds. As of December 31, 2019,2020, we had an amount of RMB1,149RMB1,660 million (US$ 165254 million) due from Core Fund.Funds.
Business Transactions with AiHuiShou and its subsidiaries, or AiHuiShou Group. AiHuiShou Group is an equity investee of ours.us. In June 2019, we completed an investment of approximately RMB3.38 billion (US$0.5 billion) in AiHuiShou International Co. Ltd., or AiHuiShou, an online second-hand consumer electronics trading platform. In connection with this investment, we merged our Paipai Secondhand business with and into AiHuiShou with certain exclusive traffic resources for the next five years, and additionally invested a certain amount of cash in exchange for additional preferred shares of AiHuiShou. In September and December 2020, we completed further investment in existing and newly issued preferred shares of AiHuiShou for a cash consideration of RMB401 million. Upon the completion of the transaction, the traffic support, marketing and promotion services to be provided to AiHuiShou Group were recorded as deferred revenues and would be recognized as net service revenues over the cooperation period of five years on a straight line basis starting from June 2019. As of December 31, 2019,2020, we had a total amount of RMB1,899RMB1,468 million (US$ 273225 million) deferred revenues in relation to traffic support, marketing and promotion services to be provided to AiHuiShou Group. In 2018, 2019 and 2019,2020, we provided services and sold goods to AiHuiShou Group in a total amount of RMB9 million, and RMB349 million and RMB664 million (US$ 50102 million), respectively. In 2018, 2019 and 2019,2020, we also received services from AiHuiShou Group in a total amount of nil, and RMB10 million and RMB32 million (US$ 25 million), respectively. As of December 31, 2019,2020, we had an amount of RMB18RMB5 million (US$ 30.8 million) due to AiHuiShou Group. Our transactions with equity investees other than those discussed above were insignificant, individually or in the aggregate, in each of the past three fiscal years. Our revenues from related parties, excluding those from the major related parties as described above, represented approximately 0.01%0.06%, 0.06%0.13% and 0.13%0.12% of total net revenues of our company for the years ended December 31, 2017, 2018, 2019 and 2019,2020, respectively. Transactions with related parties included in operating expenses, excluding those with the major related parties as described above, represented 0.07%0.14%, 0.14%0.20% and 0.20%0.28% of total operating expenses of our company for the years ended December 31, 2017, 2018, 2019 and 2019,2020, respectively. In addition, Mr. Richard Qiangdong Liu, our chairman and chief executive officer, has purchased his own aircraft for both business and personal use. The use of the aircraft in connection with the performance of his duty as employee is free of charge to us, and we have agreed to assume the cost of maintenance, crew and operations of the aircraft relating to the use of the aircraft. Such maintenance and incidental costs were insignificant for all periods presented. Employment Agreements and Indemnification Agreements See “Item 6.B. Directors, Senior Management and Employees—Compensation.” See “Item 6.B. Directors, Senior Management and Employees—Compensation.” | Interests of Experts and Counsel |
| A. Consolidated Statements and Other Financial Information |
We have appended consolidated financial statements filed as part of this annual report.
From time to time, we may be subject to legal, regulatory and/or administrative proceedings relating to third-party and principal intellectual property infringement claims, contract disputes involving suppliers and third-party merchants, consumer protection claims, claims relating to data and privacy protection, employment related disputes, unfair competition and other matters in the ordinary course of our business.
As we routinely enter into business contracts with our suppliers, third-party merchants and consumers on our platform, we have been and may continue to be involved in legal proceedings arising from contract disputes, including being named as a co-defendant in lawsuits filed against our suppliers by third parties. For example, in July 2019, Shanghai Gopher Asset Management Co., Ltd., or Gopher, filed a lawsuit in a court in Shanghai, requesting the court to enforce the fulfillment of payment obligations by Jingdong Century, one of our subsidiaries, to Gopher under certain accounts receivable assignment confirmation letters allegedly signed by Jingdong Century. Gopher alleges that (i) Jingdong Century was a party to certain purchase agreements with its two suppliers, Guangdong Chengxing Holding Group Co., Ltd., or Guangdong Chengxing, and Guangdong Zhongcheng Industry Holding Co., Ltd., or Guangdong Zhongcheng, and has payment obligations to these two suppliers under these agreements; and (ii) Jingdong Century confirmed and agreed to certain accounts receivable assignment confirmation letters (by affixing its seal to the letter) delivered by Gopher and the two suppliers when the two suppliers assigned their rights under the purchase agreements to Gopher. Gopher soughtseeks to claim approximately RMB4.95 billion of uncollected accounts receivable of approximately RMB2.4 billion in aggregate, plusand damages due to late payments as well as litigation related expenses. In addition, in August 2019, Noah (Shanghai) Financial Leasing Co., Ltd., or Noah, filed a lawsuit in a court in Shanghai, requesting the court to enforce the fulfillment of payment obligations by Jingdong Century to Noah under certain accounts receivable assignment confirmation letters allegedly signed by Jingdong Century. Noah alleges that (i) Jingdong Century was a party to certain purchase agreements with Guangdong Chengxing and Guangdong Zhongcheng and has payment obligations to these two suppliers under these agreements; and (ii) Jingdong Century confirmed and agreed to certain accounts receivable assignment confirmation letters (by affixing its seal to the letter) delivered by Noah and the two vendors when the two vendors assigned their rights under the purchase agreements to Noah. Noah sought uncollected accounts receivable of approximately RMB71.1 million in aggregate, plus damages due to late payments as well as litigation related expenses. These two lawsuits relate to similar subject matters and are still at an early stage.matters. Jingdong Century has not received nor confirmed the accounts receivable assignment confirmation letters as alleged by the plaintiffs. In addition, Jingdong Century’s corporate seal that was allegedly affixed to the purchase agreements and accounts receivable assignment confirmation letters as claimed in these two cases is inconsistent with the corporate seal of Jingdong Century filed with the competent PRC government authority. We believe these lawsuits are without merit and we are defending ourselves vigorously. There is uncertainty, however, regarding the timing or ultimate resolution of these lawsuits and the other legal proceedings in which we are involved. See “Item 3 D.—Risk Factors—We may be subject to legal, regulatory and/or administrative proceedings.” Our board of directors has complete discretion on whether to distribute dividends subject to our current memorandum and articles of association and certain restrictions under Cayman Islands law. In addition, our shareholders may by ordinary resolution declare dividends, but no dividend may exceed the amount recommended by our directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. We have not declared or paid any dividends on our ordinary shares, nor do we have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business. We are a holding company registered by way of continuation under the laws of the Cayman Islands. We may rely on dividends from our subsidiaries in China for our cash requirements, including any payment of dividends to our shareholders. PRC regulations may restrict the ability of our PRC subsidiaries to pay dividends to us. See “Item 3.D. Key Information—Risk Factors—Risks Related to Our Corporate Structure—We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.” If we pay any dividends on our ordinary shares, we will pay those dividends which are payable in respect of the ordinary shares underlying our ADSs to the depositary, as the registered holder of such ordinary shares, and the depositary will then pay such amounts to our ADS holders in proportion to the ordinary shares underlying the ADSs held by such ADS holders, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars.
Except as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our audited consolidated financial statements included in this annual report.
| A. Offering and Listing Details |
Our ADSs, each representing two of our Class A ordinary shares, have been listed on Nasdaq since May 22, 2014. Our ADSs trade under the symbol “JD.” B. Our Class A ordinary shares have been listed on the Hong Kong Stock Exchange since June 18, 2020 under the stock code “9618.”
Our ADSs have been listed on Nasdaq since May 22, 2014 under the symbol “JD.” D. Our Class A ordinary shares have been listed on the Hong Kong Stock Exchange since June 18, 2020 under the stock code “9618.”
| | Memorandum and Articles of Association |
We are a Cayman Islands exempted company with limited liability and our affairs are governed by our memorandum and articles of association, as amended and restated from time to time, and the Companies Law (2020 Revision)Act (As Revised) of the Cayman Islands, which is referred to as the Companies LawAct below, and the common law of the Cayman Islands. The following are summaries of material provisions of our current amended and restated memorandum and articles of association that became effective immediately prior to the completion of our initial public offering in May 2014, insofar as they relate to the material terms of our ordinary shares.
Registered Office and Objects Our registered office in the Cayman Islands is located at the offices of Maples Corporate Services Limited at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other location within the Cayman Islands as our board of directors may from time to time decide. The objects for which our company is established are unrestricted and we have full power and authority to carry out any object not prohibited by the Companies Law,Act, as amended from time to time, or any other law of the Cayman Islands. See “Item 6.C. Directors, Senior Management and Employees—Board Practices.” . All of our issued and outstanding ordinary shares are fully paid and non-assessable. Our ordinary shares are issued in registered form, and are issued when registered in our register of members. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their ordinary shares. Our company will issue only non-negotiable shares, and will not issue bearer or negotiable shares. . Our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares. Holders of our Class A ordinary shares and Class B ordinary shares will have the same rights except for voting and conversion rights. Our ordinary shares are issued in registered form. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their shares.
. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon (i) any transfer of Class B ordinary shares or the voting power attached to Class B ordinary shares by a holder thereof to any person or entity that is not an Affiliate (as defined in our current memorandum and articles of association) of such holder, or (ii) the transfer of a majority of the issued and outstanding voting securities or the voting power attached to such voting securities or the sale of all or substantially all of the assets of a holder of Class B ordinary shares that is an entity to any person or entity that is not an Affiliate of such holder, such Class B ordinary shares will be automatically and immediately converted into an equal number of Class A ordinary shares. All Class B ordinary shares will be automatically and immediately converted into an equal number of Class A ordinary shares when Mr. Richard Qiangdong Liu ceases to be a director and the chief executive officer of our company, or in some other specified situations. . The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. Under Cayman Islands law, dividends may be declared and paid only out of funds legally available therefor, namely out of either profit or our share premium account, and provided further that a dividend may not be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business. Dividends received by each Class B ordinary share and Class A ordinary share in any dividend distribution shall be the same. . Our Class A ordinary shares and Class B ordinary shares vote together as a single class on all matters submitted to a vote of our shareholders, except as may otherwise be required by law or provided for in our current memorandum and articles of association. In respect of matters requiring shareholders’ vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to twenty votes. Voting at any shareholders’ meeting is by show of hands unless a poll is demanded. A poll may be demanded by the chairman of such meeting or any shareholder holding not less than 10% of the votes of the outstanding voting shares in our company present in person or by proxy. A quorum required for a meeting of shareholders consists of one or more shareholders present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, and holding shares which represent, in aggregate, not less than one-third of the votes attaching to the issued and outstanding voting shares in our company entitled to vote at general meetings. Shareholders may be present in person or by proxy or, if the shareholder is a legal entity, by its duly authorized representative. Shareholders’ meetings may be convened by our board of directors on its own initiative or by our chairman or upon a request to the directors by one or more shareholders holding shares which represent, in aggregate, no less than one-third of the votes attaching to our voting share capital. Advance notice of at least seven days is required for the convening of our annual general shareholders’ meeting and any other general shareholders’ meeting.
An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of the votes cast by those shareholders entitled to vote who are present in person or by proxy at a general meeting. Holders of the ordinary shares may, among other things, divide or consolidate their shares by ordinary resolution. A special resolution requires the affirmative vote of no less than two-thirds of the votes cast by those shareholders entitled to vote who are present in person or by proxy at a general meeting. A special resolution will be required for important matters such as a change of name or making changes to our current memorandum and articles of association. Both ordinary resolutions and special resolutions may also be passed by a unanimous written resolution signed by all the shareholders of our company, as permitted by the Companies LawAct and our current memorandum and articles of association. Under our current memorandum and articles of association, so long as the total issued and outstanding Class B ordinary shares constitute a majority of our aggregate voting rights and a majority of the total issued and outstanding Class A ordinary shares are held by the persons (exclusive of Max Smart Limited, Fortune Rising Holdings Limited, Mr. Richard Qiangdong Liu and their Affiliates) that were our shareholders immediately prior to the completion of our initial public offering, any amendments to our current memorandum and articles of association and certain related party transactions between Mr. Richard Qiangdong Liu or any of his immediate family members or Affiliates, on one hand, and us on the other hand, require approval by both (i) holders of a majority of the total issued and outstanding Class A ordinary shares (exclusive of Max Smart Limited, Fortune Rising Holdings Limited, Mr. Richard Qiangdong Liu and their Affiliates) and (ii) holders of a majority of our aggregate voting rights.
. On a winding up of our company, if the assets available for distribution among our shareholders shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus will be distributed among our shareholders in proportion to the par value of the shares held by them at the commencement of the winding up, subject to a deduction from those shares in respect of which there are monies due, of all monies payable to our company for unpaid calls or otherwise. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders in proportion to the par value of the shares held by them. Calls on Shares and Forfeiture of Shares . Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their shares. The shares that have been called upon and remain unpaid are subject to forfeiture. Redemption, Repurchase and Surrender of Shares . We may issue shares on terms that such shares are subject to redemption, at our option or at the option of the holders thereof, on such terms and in such manner as may be determined, before the issue of such shares, by our board of directors or by a special resolution of our shareholders. Our company may also repurchase any of our shares provided that the manner and terms of such purchase have been approved by our board of directors or by ordinary resolution of our shareholders, or are otherwise authorized by our current memorandum and articles of association. Under the Companies Law,Act, the redemption or repurchase of any share may be paid out of our company’s profits or out of the proceeds of a fresh issue of shares made for the purpose of such redemption or repurchase, or out of capital (including share premium account and capital redemption reserve) if our company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business. In addition, under the Companies LawAct no such share may be redeemed or repurchased (a) unless it is fully paid up, (b) if such redemption or repurchase would result in there being no shares issued and outstanding, or (c) if the company has commenced liquidation. In addition, our company may accept the surrender of any fully paid share for no consideration. Variations of Rights of Shares . The rights attached to any class or series of shares (unless otherwise provided by the terms of issue of the shares of that class or series), whether or not our company is beingwound-up,
may only be materially adversely varied with the consent in writing of the holders of a majority of the issued shares of that class or series or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class or series.class.
. Some provisions of our current memorandum and articles of association may discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable, including provisions that: authorize our board of directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or action by our shareholders; and limit the ability of shareholders to requisition and convene general meetings of shareholders. However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our current memorandum and articles of association for a proper purpose and for what they believe in good faith to be in the best interests of our company. General Meetings of Shareholders and Shareholder Proposals . Our shareholders’ general meetings may be held in such place within or outside the Cayman Islands as our board of directors considers appropriate. As a Cayman Islands exempted company, we are not obliged by the Companies LawAct to call shareholders’ annual general meetings. Our current memorandum and articles of association provide that we may (but are not obliged to) in each year hold a general meeting as our annual general meeting. Shareholders’ annual general meetings and any other general meetings of our shareholders may be convened by a majority of our board of directors or our chairman. Our board of directors shall give not less than seven days’ written notice of a shareholders’ meeting to those persons whose names appear as members in our register of members on the date the notice is given (or on any other date determined by our directors to be the record date for such meeting) and who are entitled to vote at the meeting.
Cayman Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our current memorandum and articles of association allow one or more of our shareholders holding shares representing in aggregate not less than one-third of the votes attaching to the issued and outstanding shares of our company entitled to vote at general meetings, to requisition an extraordinary general meeting of our shareholders, in which case our directors are obliged to call such meeting and to put the resolutions so requisitioned to a vote at such meeting; however, our current memorandum and articles of association do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called by such shareholders. Limitations on the Right to Own Shares.Shares There are no limitations on the right to own our shares. . Any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors. However, our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which our company has a lien. Our board of directors may also decline to register any transfer of any ordinary share unless: the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; the instrument of transfer is in respect of only one class of shares; the instrument of transfer is properly stamped, if required; the ordinary shares transferred are free of any lien in favor of us; any fee related to the transfer has been paid to us; or
in the case of a transfer to joint holders, the transfer is not to more than four joint holders. If our directors refuse to register a transfer they are required, within three months after the date on which the instrument of transfer was lodged, to send to each of the transferor and the transferee notice of such refusal. Directors’ Power to Issue Shares . Our current memorandum and articles of association authorize our board of directors to issue additional ordinary shares from time to time as our board of directors shall determine, to the extent of available authorized but unissued shares. Our current memorandum and articles of association also authorize our board of directors to establish from time to time one or more series of preference shares and to determine, with respect to any series of preference shares, the terms and rights of that series, including: the designation of the series; the number of shares of the series; the dividend rights, dividend rates, conversion rights, voting rights; and the rights and terms of redemption and liquidation preferences. Our board of directors may issue preference shares without action by our shareholders to the extent of available authorized but unissued shares. Issuance of these shares may dilute the voting power of holders of ordinary shares.
We are an exempted company with limited liability under the Companies Law.Act. The Companies LawAct in the Cayman Islands distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below: an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies; an exempted company’s register of members is not required to be open to inspection; an exempted company does not have to hold an annual general meeting; an exempted company may issue no par value, negotiable or bearer shares; an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance); an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands; an exempted company may register as a limited duration company; and an exempted company may register as a segregated portfolio company. “Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on that shareholder’s shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil). We are subject to reporting and other informational requirements of the Exchange Act, as applicable to foreign private issuers. Except as otherwise disclosed in this annual report, we currently intend to comply with the Nasdaq rules in lieu of following home country practice.
. Under the Companies Law,Act, we must keep a register of members and there should be entered therein: the names and addresses of our members, together with a statement of the shares held by each member, and such statement shall confirm (i) the amount paid or agreed to be considered as paid, on the shares of each member, (ii) the number and category of shares held by each member, and (iii) whether each relevant category of shares held by a member carries voting rights under the articles of association of the company, and if so, whether such voting rights are conditional; the date on which the name of any person was entered on the register as a member; and the date on which any person ceased to be a member. Under Cayman Islands law, the register of members of our company is prima facie evidence of the matters set out therein (i.e. the register of members will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register of members is deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of members. If the name of any person is incorrectly entered in or omitted from our register of members, or if there is any default or unnecessary delay in entering on the register the fact of any person having ceased to be a member of our company, the person or member aggrieved (or any member of our company or our company itself) may apply to the Grand Court of the Cayman Islands for an order that the register be rectified, and the Court may either refuse such application or it may, if satisfied of the justice of the case, make an order for the rectification of the register. Proposed Amendments to Our Articles of Association On June 1, 2020, we made an undertaking to the Hong Kong Stock Exchange, pursuant to which we undertake to put forth resolutions in relation to the amendment of certain provisions of our current articles of association, or the Articles, to our shareholders at or before our next annual general meeting which is expected to be convened aroundmid-2021, such that: we shall hold an annual general meeting every year; we shall give our members 14 days’ written notice for general meetings of our company;
the minimum stake required to convene a general meeting and add resolutions to a meeting agenda will not be higher than 10% of the issued and outstanding shares of our company; and C.
the quorum for a general meeting of our company will be lowered from the currentone-third of the aggregate voting power of our company to 10% of the aggregate voting power of our company. In addition, we will be proposing to put forth another resolution at or before the next general meeting to amend the Articles, so that the quorum necessary for the transaction of the business of the directors shall be a majority of the members of the board of directors. On June 1, 2020, an irrevocable deed of undertaking was made to the board of directors of our company by Max Smart Limited, a company wholly owned by our chairman and chief executive officer, Mr. Richard Qiangdong Liu and of which he is the sole director. Max Smart Limited irrevocably confirms, warrants and undertakes to vote all of the ordinary shares of our company then held or controlled by it at the time of the general meeting in favor of those proposed amendments to the Articles described above, and will upon request execute a proxy form in favor of Mr. Richard Qiangdong Liu, as the chairman of our company, to vote all such ordinary shares accordingly. Other than in the ordinary course of business and other than those described under this item, “Item 4. Information on the Company” or “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions” or elsewhere in this annual report, we have not entered into any material contract during the two years immediately preceding the date of this annual report.
Certain Agreements with Walmart In June 2016, we entered into a series of agreements with Walmart in relation to our strategic alliance with Walmart. Set forth below is a summary of certain of the agreements. Share Subscription Agreement . On June 20, 2016, we entered into a share subscription agreement with Newheight, a wholly-owned subsidiary of Walmart, pursuant to which Newheight subscribed for 144,952,250 of our newly issued Class A ordinary shares, which amounted to approximately 5% of our total outstanding shares as of the date of the agreement. In return, Walmart transferred to us Yihaodian marketplace platform assets, including the Yihaodian brand, mobile apps and websites, and entered into business cooperation arrangements with us. Investor Rights Agreement. On June 20, 2016, we entered into an investor rights agreement with Newheight. Pursuant to the investor rights agreement: . So long as Newheight and certain other wholly-owned subsidiaries of Walmart hold no less than 289,053,746 shares of our Class A ordinary shares (including ADSs representing Class A ordinary shares), Newheight has the right to designate one of its senior executives to attend all meetings of our board of directors in a non-voting observer capacity; . After the expiration of a period of 60 months following June 20, 2016, Walmart has certain demand registration rights, piggyback registration rights and F-3 registration rights under the investor rights agreement with respect to their registrable securities, including ordinary shares issued under the share subscription agreement; Preemptive rights with respect to share issuance . Within the first 24 months after June 20, 2016 (and regardless of Newheight’s percentage of ownership of our share capital) and, after such period, for so long as Newheight holds at least 10% of our then outstanding share capital on a fully diluted basis, if we propose to issue certain new securities, Newheight or a wholly-owned subsidiary of Walmart designated by Newheight has the right to purchase such number of new securities under the same terms and conditions at its election so as to enable Newheight to hold a pro rata portion of the new securities equal to the percentage of our share capital on a fully diluted basis then held by Newheight. . Walmart agreed to certain lock-up, standstill, rights of first refusal and other transfer restrictions provided in the investor rights agreement. Certain Agreements with Google In June 2018, we entered into a series of agreements with Google in relation to our strategic partnership with Google. Set forth below is a summary of certain of the agreements. Share Subscription Agreement . On June 18, 2018, we entered into a share subscription agreement with Google LLC, pursuant to which Google LLC subscribed for 27,106,948 of our newly issued Class A ordinary shares, representing approximately 0.93% of our total outstanding shares (prior to the issuance of such shares) as of May 31, 2018. Investor Rights Agreement. On June 18, 2018, we entered into an investor rights agreement with Google LLC, pursuant to which: . So long as Google LLC and certain wholly-owned subsidiaries of Google LLC hold at least 10% of our outstanding share capital on a fully diluted basis, Google LLC has the right to designate one senior executive to attend all meetings of our board of directors in a non-voting observer capacity.
. After the expiration of a period of 12 months following June 18, 2018, Google LLC has certain demand registration rights, piggyback registration rights and F-3 registration rights under the investor rights agreement with respect to their registrable securities, including ordinary shares issued under the share subscription agreement.
Preemptive rights with respect to share issuance . Within the first 24 months after June 18, 2018, so long as Google LLC does not transfer or otherwise dispose of any of the Class A ordinary shares it acquired pursuant to the share subscription agreement, if we propose to issue certain new securities, Google LLC or a wholly-owned subsidiary of Google LLC designated by Google LLC pursuant to the investor rights agreement has the right to purchase such number of new securities under the same terms and conditions at its election so as to enable Google LLC to hold a pro rata portion of the new securities equal to the percentage of our share capital on a fully diluted basis then held by Google LLC. . Google LLC agreed to certain lock-up and other transfer restrictions provided in the investor rights agreement. See “Item 4.B. Information on the Company—Business Overview—Regulation—Regulations Relating to Foreign Exchange.” The following is a general summary of the principalcertain Cayman Islands, PRC, Hong Kong S.A.R. and U.S.United States federal income tax consequences ofrelevant to an investment in our ADSs and Class A ordinary shares. The discussion is not intended to be, nor should it be construed as, legal or ordinary sharestax advice to any particular prospective purchaser. The discussion is based uponon laws and relevant interpretations thereof in effect as of the date of this annual report, all of which are subject to change. This summarychange or different interpretations, possibly with retroactive effect. The discussion does not deal with all possible tax consequences relating to an investment in our ADSs or ordinary shares, such as the tax consequences underaddress U.S. state andor local tax laws, or under the tax laws of jurisdictions other than the Cayman Islands, the People’s Republic of China, Hong Kong S.A.R. and the United States. You should consult your own tax advisors with respect to the consequences of acquisition, ownership and disposition of our ADSs and Class A ordinary shares. The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought within the jurisdiction of, the Cayman Islands. The Cayman Islands is not party to any double tax treaties which are applicable to any payments made by or to our company. There are no exchange control regulations or currency restrictions in the Cayman Islands. There is no income tax treaty or convention currently in effect between the United States and the Cayman Islands. People’s Republic of China Taxation Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with “de facto management body” within the PRC is considered a resident enterprise and will be subject to the enterprise income tax on its global income at the rate of 25%. The implementation rules define the term “de facto management body” as the body that exercises full and substantial control and overall management over the business, productions, personnel, accounts and properties of an enterprise. In 2009, the State Administration of TaxationSTA issued a circular, known as Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the State Administration of Taxation’sSTA’s general position on how the “de facto management body” text should be applied in determining the tax resident status of all offshore enterprises. According to Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China only if all of the following conditions are met: (i) the primary location of the operational management is in the PRC; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC.
We believe that none of JD.com, Inc. and its subsidiaries outside of China is a PRC resident enterprise for PRC tax purposes. JD.com, Inc. is not controlled by a PRC enterprise or PRC enterprise group and we do not believe that JD.com, Inc. meets all of the conditions above. JD.com, Inc. is a company incorporated outside the PRC. As a holding company, its key assets are its ownership interests in its subsidiaries, and its key assets are located, and its records (including the resolutions of its board of directors and the resolutions of its shareholders) are maintained, outside the PRC. For the same reasons, we believe our other subsidiaries outside of China are not PRC resident enterprises either. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” If the PRC tax authorities determine that JD.com, Inc. is a PRC resident enterprise for enterprise income tax purposes, we may be required to withhold a 10% withholding tax from dividends we pay to our shareholders that are non-resident enterprises, including the holders of our ADSs. In addition, non-resident enterprise shareholders (including our ADS holders) may be subject to a 10% PRC withholding tax on gains realized on the sale or other disposition of ADSs or ordinary shares, if such income is treated as sourced from within the PRC. In addition, gains derived by our non-PRC individual shareholders from the sale of our shares and ADSs may be subject to a 20% PRC withholding tax. It is unclear whether our non-PRC individual shareholders (including our ADS holders) would be subject to any PRC tax on dividends obtained by such non-PRC individual shareholders in the event we are determined to be a PRC resident enterprise. If any PRC tax were to apply to dividends realized by non-PRC individuals, it would generally apply at a rate of 20% unless a reduced rate is available under an applicable tax treaty. However, it is also unclear whether non-PRC shareholders of JD.com, Inc. would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that JD.com, Inc. is treated as a PRC resident enterprise. Provided that our Cayman Islands holding company, JD.com, Inc., is not deemed to be a PRC resident enterprise, holders of our ADSs and ordinary shares who are not PRC residents will not be subject to PRC income tax on dividends distributed by us or gains realized from the sale or other disposition of our shares or ADSs. SATSTA Circular 7 further clarifies that, if a non-resident enterprise derives income by acquiring and selling shares in an offshore listed enterprise in the public market, such income will not be subject to PRC tax. In addition, SATSTA Public Notice 37 provided certain key changes to the previous withholding regime, such as (i) the withholding obligation for a non-resident enterprise deriving dividend arises on the date on which the payment is actually made rather than on the date of the resolution that declared the dividends, (ii) non-resident enterprises are not obligated to report tax to relevant authorities if their withholding agents fail to perform the withholding obligation is removed. However, there is uncertainty as to the application of SATSTA Public Notice 37 and SATSTA Circular 7, we and our non-PRC resident investors may be at risk of being required to file a return and being taxed under SATSTA Public Notice 37 and SATSTA Circular 7 and we may be required to expend valuable resources to comply with SATSTA Public Notice 37 and SATSTA Circular 7 or to establish that we should not be taxed under SATSTA Public Notice 37 and SATSTA Circular 7. See “Item 3.D. Key Information—Risk Factors—Risks Related to Doing Business in China—We face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies, and heightened scrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on potential acquisitions we may pursue in the future. ”Our subsidiaries incorporated in Hong Kong are subject to atwo-tiered income tax rate for taxable income generated from operations in Hong Kong, effective on April 1, 2018. The first HK$2 million of profits earned by our subsidiaries incorporated in Hong Kong will be taxed at half the current tax rate (i.e., 8.25%) while the remaining profits will continue to be taxed at the existing 16.5% tax rate. Our principal register of members is maintained by our principal share registrar in the Cayman Islands, and our Hong Kong register of members is maintained by the Hong Kong Share Registrar in Hong Kong.
Dealings in our Class A ordinary shares registered on our Hong Kong Share Register are subject to Hong Kong stamp duty. The stamp duty is charged to each of the seller and purchaser at the rate of 0.1% of the consideration for, or (if greater) the value of, our Class A ordinary shares transferred. In other words, a total of 0.2% is currently payable on a typical sale and purchase transaction of our Class A ordinary shares. In addition, a fixed duty of HK$5.00 is charged on each instrument of transfer (if required). To facilitateADS-ordinary share conversion and trading between Nasdaq and the Hong Kong Stock Exchange, we have moved a portion of our issued Class A ordinary shares from our Cayman share register to our Hong Kong share register. It is unclear whether, as a matter of Hong Kong law, the trading or conversion of ADSs constitutes a sale or purchase of the underlying Hong Kong registered ordinary shares that is subject to Hong Kong stamp duty. We advise investors to consult their own tax advisors on this matter. See “Item 3. Key Information — D. Risk Factors — Risks Related to Our ADSs and Class A Ordinary Shares — There is uncertainty as to whether Hong Kong stamp duty will apply to the trading or conversion of our ADSs.” United States Federal Income Tax Considerations The following discussion is a summary of United States federal income tax considerations relating to the ownership and disposition of our ADSs or ordinary shares by a U.S. Holder (as defined below) that holds our ADSs or ordinary shares as “capital assets” (generally, property held for investment) under the United States Internal Revenue Code of 1986, as amended (the “Code”). This discussion is based on the tax laws of the United States as in effect on the date of this annual report on Form 20-F and on U.S. Treasury regulations in effect or, in some cases, proposed, as of the date of this annual report on Form 20-F, as well as judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject to change, which change could apply retroactively and could affect the tax considerations described below. No ruling has been sought from the United States Internal Revenue Service (the “IRS”) with respect to any United States federal income tax consequences described below, and there can be no assurance that the IRS or a court will not take a contrary position. This discussion does not address all aspects of United States federal income taxation that may be important to particular investors in light of their individual investment circumstances, including investors subject to special tax rules (for example, banks, certain financial institutions, insurance companies, broker-dealers, traders in securities that elect treatment, partnerships and their partners, tax-exempt entities (including private foundations), investors who are not U.S. Holders, U.S. expatriates, investors liable for the alternative minimum tax, investors who acquired their ADSs or ordinary shares pursuant to the exercise of any employee share option or otherwise as compensation, investors who own (directly, indirectly, or constructively) 10% or more of our stock (by vote or value), investors that will hold their ADSs or ordinary shares as part of a straddle, hedge, conversion, constructive sale, or other integrated transaction for United States federal income tax purposes, investors subject to the 3.8% Medicare tax on their net investment income, investors required to accelerate the recognition of any item of gross income with respect to our ADSs or ordinary shares as a result of such income being recognized on an applicable financial statement or investors that have a functional currency other than the United States dollar), all of whom may be subject to tax rules that differ significantly from those summarized below.
In addition, this discussion does not address any state, local or non-United States tax considerations (other than the discussion below relating to certain withholding rules and the UnitedStates-PRC
income tax treaty).considerations. Each U.S. Holder is urged to consult its tax advisor regarding the United States federal, state, local, and non-United States income and other tax considerations of an investment in our ADSs or ordinary shares. For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our ADSs or ordinary shares that is, for United States federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for United States federal income tax purposes) created in, or organized under the law of, the United States or any state thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source, or (iv) a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise elected to be treated as a United States person under the Code. If a partnership (or other entity treated as a partnership for United States federal income tax purposes) owns our ADSs or ordinary shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding our ADSs or ordinary shares and their partners are urged to consult their tax advisors regarding an investment in our ADSs or ordinary shares.
The discussion below assumes that the representations contained in the deposit agreement are true and that the obligations in the deposit agreement and any related agreement have been and will be complied with in accordance with their terms. U.S. Holders who hold ADSs will be treated as the holder of the underlying ordinary shares represented by those ADSs for US. Federal income tax purposes. Passive Foreign Investment Company Considerations A non-United States corporation, such as our company, will be classified as a “passive foreign investment company,” or PFIC, for United States federal income tax purposes for any taxable year, if either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the value of its assets (determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. For this purpose, cash is categorized as a passive asset and the company’s unbooked intangibles associated with active business activity are taken into account as a non-passive asset. The average percentage of a corporation’s assets that produce or are held for the production of passive income is generally is determined on the basis of the fair market value of the corporation’s assets at the end of each quarter. In addition, we will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which we own, directly or indirectly, 25% or more (by value) of the stock. Although the law in this regard is unclear, we treat our variable interest entities as being owned by us for United States federal income tax purposes because we control their management decisions and we are entitled to substantially all of the economic benefits associated with these entities, and, as a result, we consolidate their results of operations in our U.S. GAAP financial statements and treat them as being owned by us for United States federal income tax purposes. If it were determined, however, that we are not the owner of our variable interest entities for United States federal income tax purposes, we may be treated as a PFIC for our taxable year ended December 31, 20192020 and in future taxable years.
Subject to the foregoing uncertainties, based on our current income and assets and the value of our ADSs and outstanding ordinary shares, we do not expect to be classified as a PFIC for our taxable year ended December 31, 20192020 or in the foreseeable future. While we do not anticipate becoming a PFIC, changes in the nature of our income or assets, or fluctuations in the market price of our ADSs or ordinary shares, may cause us to become a PFIC for future taxable years. In estimating the value of our goodwill and other unbooked intangibles, we have taken into account our market capitalization, which may fluctuate over time. Among other factors, if our market capitalization subsequently declines, we may be or become classified as a PFIC for the current or future taxable years. Under circumstances where revenues from activities that produce passive income significantly increase relative to our revenues from activities that produce non-passive income or where we determine not to deploy significant amounts of cash for working capital or other purposes, our risk of becoming classified as a PFIC may substantially increase. If we are classified as a PFIC for any taxable year during which a U.S. Holder holds our ADSs or ordinary shares, and unless the U.S. Holder makes a election (as described below), the U.S. Holder will generally be subject to special tax rules that have a penalizing effect, regardless of whether we remain a PFIC, on (i) any excess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than 125% of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for the ADSs or ordinary shares), and (ii) any gain realized on the sale or other disposition, including a pledge, of ADSs or ordinary shares. Under the PFIC rules: the excess distribution or gain will be allocated ratably over the U.S. Holder’s holding period for the ADSs or ordinary shares; amounts allocated to the current taxable year and any taxable years in a U.S. Holder’s holding period prior to the first taxable year in which we are classified as a PFIC (a “pre-PFIC year”) will be taxable as ordinary income; and amounts allocated to each prior taxable year, other than the current taxable year or a pre-PFIC year, will be subject to tax at the highest tax rate in effect applicable to such U.S. Holder for that year, and such amounts will be increased by an additional tax equal to interest on the resulting tax deemed deferred with respect to such years.
The tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the ADSs or ordinary shares cannot be treated as capital, even if such ADSs or ordinary shares are held as capital assets. If we are a PFIC for any taxable year during which a U.S. Holder holds our ADSs or ordinary shares and any of our subsidiaries is also a PFIC, such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC and would be subject to the rules described above on certain distributions by a lower-tier PFIC and a disposition of shares of a lower-tier PFIC even though such U.S. Holders would not receive the proceeds of those distributions or dispositions. U.S. Holders should consult their tax advisors regarding the application of the PFIC rules to any of our subsidiaries. As an alternative to the foregoing rules, a U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a election with respect to our ADSs, but not our ordinary shares, provided that our ADSs remained listed on Nasdaq and that the ADSs are regularly traded. The election is available only for “marketable stock,” which is stock that is traded in other than quantities on at least 15 days during each calendar quarter, or “regularly traded” on a qualified exchange or other market, as defined in applicable Treasury regulations. We anticipate that our ADSs should qualify as being regularly traded, but no assurances may be given in this regard. If a U.S. Holder makes this election, the holder will generally (i) include as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of ADSs held at the end of the taxable year over the adjusted tax basis of such ADSs and (ii) deduct as an ordinary loss the excess, if any, of the adjusted tax basis of the ADSs over the fair market value of such ADSs held at the end of the taxable year, but such deduction will only be allowed to the extent of the amount previously included in income as a result of the election. The U.S. Holder’s adjusted tax basis in the ADSs would be adjusted to reflect any income or loss resulting from the election. If a U.S. Holder makes a election in respect of our ADSs and we cease to be a PFIC, the holder will not be required to take into account the gain or loss described above during any period that we are not classified as a PFIC. If a U.S. Holder makes a election, any gain such U.S. Holder recognizes upon the sale or other disposition of our ADSs in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as ordinary loss, but such loss will only be treated as ordinary loss to the extent of the net amount previously included in income as a result of the election. In the case of a U.S. Holder who has held ADSs during any taxable year in respect of which we were classified as a PFIC and continues to hold such ADSs (or any portion thereof) and has not previously determined to make a election and who is now considering making a election, special tax rules may apply relating to purging the PFIC taint of such ADSs.
Because, as a technical matter, a election cannot be made for any lower-tier PFICs that we may own, a U.S. Holder may continue to be subject to the general PFIC rules described above with respect to such U.S. Holder’s indirect interest in any investments held by us that are treated as an equity interest in a PFIC for United States federal income tax purposes. A U.S. Holder that holds ADSs or ordinary shares in any year in which we are classified as a PFIC may make a “deemed sale” election with respect to such ADSs or ordinary shares in a subsequent taxable year in which we are not classified as a PFIC. If a U.S. Holder makes a valid deemed sale election with respect to such ADSs or ordinary shares, such U.S. Holder will be treated as having sold all of its ADSs or ordinary shares for their fair market value on the last day of the last taxable year in which we were a PFIC and such ADSs or ordinary shares will no longer be treated as PFIC stock. A U.S. Holder will recognize gain (but not loss), which will be subject to tax as an “excess distribution” received on the last day of the last taxable year in which we were a PFIC. A U.S. Holder’s basis in the ADSs or ordinary shares would be increased to reflect gain recognized, and such U.S. Holder’s holding period would begin on the day after we ceased to be a PFIC. The deemed sale election is only relevant to U.S. Holders that hold the ADSs or ordinary shares during a taxable year in which we cease to be a PFIC. U.S. Holders are urged to consult their tax advisors regarding the advisability of making a deemed sale election and the consequences thereof in light of the U.S. Holder’s individual circumstances. We do not intend to provide information necessary for U.S. Holders to make qualified electing fund elections which, if available, would result in tax treatment different from the tax treatment for PFICs described above.
If a U.S. Holder owns our ADSs or ordinary shares during any taxable year that we are a PFIC, the holder must file an annual Internal Revenue Service Form 8621. Each U.S. Holder is urged to consult its tax advisor concerning the United States federal income tax consequences of purchasing, holding, and disposing of ADSs or ordinary shares if we are or become classified as a PFIC, including the possibility of making a election and the unavailability of the qualified electing fund election. Any cash distributions (including any amount of any PRC tax withheld) paid on our ADSs or ordinary shares out of our current or accumulated earnings and profits, as determined under United States federal income tax principles, will generally be includible in the gross income of a U.S. Holder as dividend income on the day actually or constructively received by the U.S. Holder, in the case of ordinary shares, or by the depositary, in the case of ADSs. Because we do not intend to determine our earnings and profits on the basis of United States federal income tax principles, any distribution we pay will generally be reported as a “dividend” for United States federal income tax purposes. Dividends received on our ADSs or ordinary shares will not be eligible for the dividends received deduction allowed to corporations under the Code.
Individuals and other non-corporate recipients will be subject to tax at the lower capital gain tax rate applicable to “qualified dividend income” on dividends paid on our ADSs, provided that certain conditions are satisfied, including that (i) our ADSs are readily tradable on an established securities market in the United States, or, in the event that we are deemed to be a PRC resident enterprise under the PRC tax law, we are eligible for the benefit of the United States-PRC income tax treaty (the “Treaty”), (ii) we are neither a passive foreign investment companyPFIC nor treated as such with respect to a U.S. Holder (as discussed above) for the taxable year in which the dividend was paid and the preceding taxable year, and (iii) certain holding period requirements are met. Because (i) U.S. Treasury guidance indicates that ADSs representing ordinary shares, such as ours, listed on the Nasdaq Global Select Market are considered to be readily tradable on an established securities market in the United States, and (ii) we believe that we were not a PFIC for United States federal income tax purposes for our taxable year ended December 31, 20192020 and we do not expect to be a PFIC in subsequent years, we believe that we are a qualified foreign corporation with respect to dividends paid on the ADSs, but not with respect to dividends paid on our ordinary shares. In the event that we are deemed to be a PRC resident enterprise under PRC tax law, we believe that we would be eligible for the benefits under the Treaty and that we should be treated as a qualified foreign corporation with respect to dividends paid on our ordinary shares or ADSs. U.S. Holders should consult their tax advisors regarding the availability of the reduced tax rate on dividends in their particular circumstances. For United States foreign tax credit purposes, dividends will generally will be treated as income from foreign sources and will generally will constitute passive category income. A U.S. Holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit not in excess of any applicable treaty rate in respect of any nonrefundable foreign withholding taxes imposed on dividends received on our ADSs or ordinary shares. A U.S. Holder who does not elect to claim a foreign tax credit for foreign tax withheld may instead claim a deduction, for United States federal income tax purposes, in respect of such withholding, but only for a year in which such holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are complex. U.S. Holders are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances. Sale or Other Disposition of ADSs or Ordinary Shares Subject to the PFIC discussion above, a U.S. Holder will generally recognize capital gain or loss upon the sale or other disposition of ADSs or ordinary shares in an amount equal to the difference between the amount realized upon the sale or other disposition and the holder’s adjusted tax basis in such ADSs or ordinary shares. The gain or loss will generally be capital gain or loss. Any capital gain or loss will be long-term if the ADSs or ordinary shares have been held for more than one year. An individual U.S. Holder or other non-corporate U.S. Holder who has held the ADSs or ordinary shares for more than one year will generally be eligible for reduced tax rates. The deductibility of capital losses is subject to limitations. Any such gain or loss recognized by a U.S. Holder will generally be treated as U.S. source income or loss for foreign tax credit purposes, which will generally limit the availability ofto claim foreign tax credits. However, in the event we are deemed to be a PRC “resident enterprise” under PRC tax law, we may be eligible for the benefits of the Treaty. In such event, if PRC tax were to be imposed on any gain from the disposition of the ADSs or ordinary shares, a U.S. Holder that is eligible for the benefits of the Treaty may elect to treat such gain as PRC source income. U.S. Holders are urged to consult their tax advisors regarding the tax consequences if a foreign tax is imposed on a disposition of our ADSs or ordinary shares, including the availability of the foreign tax credit under their particular circumstances.
| Dividends and Paying Agents |
We are subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers, and are required to file reports and other information with the SEC. Specifically, we are required to file annually an annual report on Form 20-F within four months after the end of each fiscal year, which is December 31. All information filed with the SEC can be obtained over the internet at the SEC’s website at . As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, and officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.
We will furnish Deutsche Bank Trust Company Americas, the depositary of our ADSs, with our annual reports, which will include a review of operations and annual audited consolidated financial statements prepared in conformity with U.S. GAAP, and all notices of shareholders’ meetings and other reports and communications that are made generally available to our shareholders. The depositary will make such notices, reports and communications available to holders of ADSs and, upon our request, will mail to all record holders of ADSs the information contained in any notice of a shareholders’ meeting received by the depositary from us. In accordance with Nasdaq Stock Market Rule 5250(d), we will post this annual report on Form 20-F on our website at http://ir.jd.com. In addition, we will provide hardcopies of our annual report free of charge to shareholders and ADS holders upon request. | Quantitative and Qualitative Disclosures about Market Risk |
Our exposure to interest rate risk primarily relates to the interest income generated by excess cash, which is mostly held in interest-bearing bank deposits. We have not used derivative financial instruments in our investment portfolio. Interest earning instruments carry a degree of interest rate risk. We have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in market interest rates. However, our future interest income may fall short of expectations due to changes in market interest rates. Substantially all of our revenues and expenses are denominated in RMB. We do not believe that we currently have any significant direct foreign exchange risk and have not used any derivative financial instruments to hedge exposure to such risk. Although our exposure to foreign exchange risks should be limited in general, the value of your investment in our ADSs will be affected by the exchange rate between U.S. dollar and RMB because the value of our business is effectively denominated in RMB, while our ADSs will be traded in U.S. dollars.
The conversion of RMB into foreign currencies, including U.S. dollars, is based on rates set by the People’s Bank of China. The RMB has fluctuated against the U.S. dollar, at times significantly and unpredictably. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between RMB and the U.S. dollar in the future. To the extent that we need to convert U.S. dollars into RMB for our operations, appreciation of the RMB against the U.S. dollar would have an adverse effect on the RMB amount we receive from the conversion. Conversely, if we decide to convert RMB into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amounts available to us. As of December 31, 2019,2020, we had RMB-denominated cash and cash equivalents, restricted cash and short-term investments of RMB35.3RMB59.2 billion, and U.S. dollar-denominated cash, cash equivalents and short-term investments of US$ 4.212.9 billion. Assuming we had converted RMB35.3RMB59.2 billion into U.S. dollars at the exchange rate of RMB6.9618RMB 6.5250 for US$1.00 as of December 31, 2019,2020, our U.S. dollar cash balance would have been US$ 9.221.9 billion. If the RMB had depreciated by 10% against the U.S. dollar, our U.S. dollar cash balance would have been US$ 8.721.0 billion instead. Assuming we had converted US$ 4.212.9 billion into RMB at the exchange rate of RMB6.9618RMB6.5250 for US$1.00 as of December 31, 2019,2020, our RMB cash balance would have been RMB64.3RMB143.2 billion. If the RMB had depreciated by 10% against the U.S. dollar, our RMB cash balance would have been RMB67.5RMB152.6 billion instead. To date, inflation in China has not materially impacted our results of operations. According to the National Bureau of Statistics of China, the year-over-year percent changes in the consumer price index for December 2017, 2018, 2019 and 20192020 were increases of 1.8%1.9%, 1.9%4.5% and 4.5%0.2%, respectively. Although we have not been materially affected by inflation in the past, we can provide no assurance that we will notmay be affected byif China experiences higher rates of inflation in China in the future. | Description of Securities Other than Equity Securities |
| American Depositary Shares |
Our ADSs are traded on Nasdaq. Dealings in our ADSs on Nasdaq are conducted in U.S. Dollars. directly, by having a certificated ADS, or an ADR, registered in the holder’s name, or by holding in the direct registration system, pursuant to which the depositary may register the ownership of uncertificated ADSs, which ownership shall be evidenced by periodic statements issued by the depositary to the ADS holders entitled thereto; or 150
indirectly, through the holder’s broker or other financial institution. The depositary for our ADSs is Deutsche Bank Trust Company Americas, whose office is located at 60 Wall Street, New York, New York 10005, United States of America.
Item 12. | Description of Securities Other than Equity Securities
|
D. American Depositary Shares
Fees and Charges Our ADS holders May Have to Pay An ADS holder will be required to pay the following service fees to the depositary bank and certain taxes and governmental charges (in addition to any applicable fees, expenses, taxes and other governmental charges payable on the deposited securities represented by any of the ADSs): | | | | | | • to any person to whom ADSs are issued or to any person to whom a distribution is made in respect of ADS distributions pursuant to stock dividends or other free distributions of stock, bonus distributions, stock splits or other distributions (except where converted to cash) | | Up to US$0.05 per ADS issued | | | | • Surrendering ADSs for cancellation and withdrawal of deposited securities | | Up to US$0.05 per ADS surrendered | | | | • Distribution of cash dividends | | Up to US$0.05 per ADS held | | | | • Distribution of cash entitlements (other than cash dividends) and/or cash proceeds, including proceeds from the sale of rights, securities and other entitlements | | Up to US$0.05 per ADS held | | | | • Distribution of ADSs pursuant to exercise of rights | | Up to US$0.05 per ADS held | | | | • Operation and maintenance costs | | Up to US$0.05 per ADS held on the applicable record date(s) established by the depositary bank |
An ADS holder will also be responsible to pay certain fees and expenses incurred by the depositary bank and certain taxes and governmental charges (in addition to any applicable fees, expenses, taxes and other governmental charges payable on the deposited securities represented by any of the ADSs) such as: Fees for the transfer and registration of ordinary shares charged by the registrar and transfer agent for the ordinary shares in the Cayman Islands (i.e., upon deposit and withdrawal of ordinary shares). Expenses incurred for converting foreign currency into U.S. dollars. Expenses for cable, telex, fax and electronic transmissions and for delivery of securities. Taxes and duties upon the transfer of securities, including any applicable stamp duties, any stock transfer charges or withholding taxes (i.e., when ordinary shares are deposited or withdrawn from deposit). Fees and expenses incurred in connection with the delivery of ordinary shares on deposit or the servicing of ordinary shares, deposited securities and/or ADSs. Fees and expenses incurred in connection with complying with exchange control regulations and other regulatory requirements applicable to ordinary shares, deposited securities, ADSs and ADRs.
The depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary bank by the brokers (on behalf of their clients) receiving the newly issued ADSs from the depositary bank and by the brokers (on behalf of their clients) delivering the ADSs to the depositary bank for cancellation. The brokers in turn charge these fees to their clients. Depositary fees payable in connection with distributions of cash or securities to ADS holders and the depositary services fee are charged by the depositary bank to the holders of record of ADSs as of the applicable ADS record date. The depositary fees payable for cash distributions are generally deducted from the cash being distributed or by selling a portion of distributable property to pay the fees. In the case of distributions other than cash (i.e., share dividends, rights), the depositary bank charges the applicable fee to the ADS record date holders concurrent with the distribution. In the case of ADSs registered in the name of the investor (whether certificated or uncertificated in direct registration), the depositary bank sends invoices to the applicable record date ADS holders. In the case of ADSs held in brokerage and custodian accounts (via DTC), the depositary bank generally collects its fees through the systems provided by DTC (whose nominee is the registered holder of the ADSs held in DTC) from the brokers and custodians holding ADSs in their DTC accounts. The brokers and custodians who hold their clients’ ADSs in DTC accounts in turn charge their clients’ accounts the amount of the fees paid to the depositary banks. In the event of refusal to pay the depositary fees, the depositary bank may, under the terms of the deposit agreement, refuse the requested service until payment is received or may set off the amount of the depositary fees from any distribution to be made to the ADS holder.
Fees and Other Payments Made by the Depositary to Us Deutsche Bank Trust Company Americas, as depositary, has agreed to reimburse us for a portion of certain expenses we incur that are related to establishment and maintenance of the ADR program, including investor relations expenses. There are limits on the amount of expenses for which the depositary will reimburse us, but the amount of reimbursement available to us is not related to the amounts of fees the depositary collects from investors. Further, the depositary has agreed to reimburse us certain fees payable to the depositary by holders of ADSs. Neither the depositary nor we can determine the exact amount to be made available to us because (i) the number of ADSs that will be issued and outstanding, (ii) the level of service fees to be charged to holders of ADSs and (iii) our reimbursable expenses related to the program are not known at this time. In 2019,2020, we were entitled to receive approximately US$ 10.38.4 million reimbursement from the depositary for our expenses incurred in connection with investor relationship programs related to the ADS facility and the travel expense of our key personnel in connection with such programs. Conversion between Class A Ordinary Shares and ADSs Dealings and Settlement of Class A Ordinary Shares in Hong Kong Our Class A ordinary shares trade on the Hong Kong Stock Exchange in board lots of 50 Class A ordinary shares. Dealings in our Class A ordinary shares on the Hong Kong Stock Exchange will be conducted in Hong Kong dollars. The transaction costs of dealings in our Class A ordinary shares on the Hong Kong Stock Exchange include: Hong Kong Stock Exchange trading fee of 0.005% of the consideration of the transaction, charged to each of the buyer and seller; 152Securities and Futures Commission of Hong Kong, or SFC, transaction levy of 0.0027% of the consideration of the transaction, charged to each of the buyer and seller;
trading tariff of HK$0.50 on each and every purchase or sale transaction. The decision on whether or not to pass the trading tariff onto investors is at the discretion of brokers; transfer deed stamp duty of HK$5.00 per transfer deed (if applicable), payable by the seller; ad valorem stamp duty at a total rate of 0.2% of the value of the transaction, with 0.1% payable by each of the buyer and the seller; stock settlement fee, which is currently 0.002% of the gross transaction value, subject to a minimum fee of HK$2.00 and a maximum fee of HK$100.00 per side per trade; brokerage commission, which is freely negotiable with the broker (other than brokerage commissions for IPO transactions which are currently set at 1% of the subscription or purchase price and will be payable by the person subscribing for or purchasing the securities); and the Hong Kong Share Registrar will charge between HK$2.50 to HK$20.00, depending on the speed of service (or such higher fee as may from time to time be permitted under the Hong Kong Listing Rules), for each transfer of ordinary shares from one registered owner to another, each share certificate canceled or issued by it and any applicable fee as stated in the share transfer forms used in Hong Kong. Investors must settle their trades executed on the Hong Kong Stock Exchange through their brokers directly or through custodians. For an investor who has deposited his or her Class A ordinary shares in his or her stock account or in his or her designated Central Clearing and Settlement System participant’s stock account maintained with the Central Clearing and Settlement System, or CCASS, settlement will be effected in CCASS in accordance with the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. For an investor who holds the physical certificates, settlement certificates and the duly executed transfer forms must be delivered to his or her broker or custodian before the settlement date. Conversion between Class A Ordinary Shares Trading in Hong Kong and ADSs In connection with the listing of our Class A ordinary shares on the Hong Kong Stock Exchange, we have established a branch register of members in Hong Kong, or the Hong Kong share register, which will be maintained by our Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited. Our principal register of members will continue to be maintained by our principal share registrar, Maples Fund Services (Cayman) Limited, or Maples.
All Class A ordinary shares offered in connection with our listing in Hong Kong are registered on the Hong Kong share register in order to be listed and traded on the Hong Kong Stock Exchange. As described in further detail below, holders of Class A ordinary shares registered on the Hong Kong Share Register will be able to convert these ordinary shares into ADSs, and vice versa. In connection with our listing in Hong Kong, and to facilitate fungibility and conversion between ADSs and Class A ordinary shares and trading between Nasdaq and the Hong Kong Stock Exchange, we moved a portion of our issued Class A ordinary shares from our register of members maintained in the Cayman Islands to our Hong Kong share register. Converting Class A Ordinary Shares Trading in Hong Kong into ADSs An investor who holds Class A ordinary shares registered in Hong Kong and who intends to convert them to ADSs to trade on Nasdaq must deposit or have his or her broker deposit the Class A ordinary shares with the depositary’s Hong Kong custodian, Deutsche Bank AG, Hong Kong Branch, Hong Kong, or the custodian, in exchange for ADSs. A deposit of Class A ordinary shares trading in Hong Kong in exchange for ADSs involves the following procedures: If Class A ordinary shares have been deposited with CCASS, the investor must transfer Class A ordinary shares to the depositary’s account with the custodian within CCASS by following the CCASS procedures for transfer and submit and deliver a duly completed and signed letter of transmittal to the custodian via his or her broker. If Class A ordinary shares are held outside CCASS, the investor must arrange to deposit his or her Class A ordinary shares into CCASS for delivery to the depositary’s account with the custodian within CCASS, submit and deliver a duly completed and signed letter of transmittal to the custodian via his or her broker. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, if applicable, and subject in all cases to the terms of the deposit agreement, the depositary will issue the corresponding number of ADSs in the name(s) requested by an investor and will deliver the ADSs to the designated DTC account of the person(s) designated by an investor or his or her broker.
For Class A ordinary shares deposited in CCASS, under normal circumstances, the above steps generally require two business days. For Class A ordinary shares held outside CCASS in physical form, the above steps may take 14 business days, or more, to complete. Temporary delays may arise. For example, the transfer books of the depositary may from time to time be closed to ADS issuances. The investor will be unable to trade the ADSs until the procedures are completed. Converting ADSs to Class A Ordinary Shares Trading in Hong Kong An investor who holds ADSs and who intends to convert his/her ADSs into Class A ordinary shares to trade on the Hong Kong Stock Exchange must cancel the ADSs the investor holds and withdraw Class A ordinary shares from our ADS program and cause his or her broker or other financial institution to trade such ordinary shares on the Hong Kong Stock Exchange. An investor that holds ADSs indirectly through a broker should follow the broker’s procedure and instruct the broker to arrange for cancelation of the ADSs, and transfer of the underlying ordinary shares from the depositary’s account with the custodian within the CCASS system to the investor’s Hong Kong stock account. For investors holding ADSs directly (not holding through brokers), the following steps must be taken: To withdraw Class A ordinary shares from our ADS program, an investor who holds ADSs may turn in such ADSs at the office of the depositary (and the applicable ADR(s) if the ADSs are held in certificated form), and send an instruction to cancel such ADSs to the depositary. Upon payment or net of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, if applicable, and subject in all cases to the terms of the deposit agreement, the depositary will instruct the custodian to deliver Class A ordinary shares underlying the canceled ADSs to the CCASS account designated by an investor. If an investor prefers to receive Class A ordinary shares outside CCASS, he or she must receive Class A ordinary shares in CCASS first and then arrange for withdrawal from CCASS. Investors can then obtain a transfer form signed by HKSCC Nominees Limited (as the transferor) and register ordinary shares in their own names with the Hong Kong Share Registrar. For Class A ordinary shares to be received in CCASS, under normal circumstances, the above steps generally require two business days. For ordinary shares to be received outside CCASS in physical form, the above steps may take 14 business days, or more, to complete. The investor will be unable to trade the Class A ordinary shares on the Hong Kong Stock Exchange until the procedures are completed. Temporary delays may arise. For example, the transfer books of the depositary may from time to time be closed to ADS cancelations. In addition, completion of the above steps and procedures is subject to there being a sufficient number of Class A ordinary shares on the Hong Kong share register to facilitate a withdrawal from the ADS program directly into the CCASS system. We are not under any obligation to maintain or increase the number of Class A ordinary shares on the Hong Kong share register to facilitate such withdrawals. Before the depositary issues ADSs or permits withdrawal of ordinary shares, the depositary may require: production of satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and compliance with procedures it may establish, from time to time, consistent with the deposit agreement, including, but not limited to, presentation of transfer documents. The depositary may refuse to deliver, transfer, or register issuances, transfers and cancelations of ADSs generally when the transfer books of the depositary or our Hong Kong Share Registrar are closed or at any time if the depositary or we determine it advisable to do so.
All costs attributable to the transfer of Class A ordinary shares to effect a withdrawal from or deposit of ordinary shares into our ADS program will be borne by the investor requesting the transfer. In particular, holders of ordinary shares and ADSs should note that the Hong Kong Share Registrar will charge between HK$2.50 to HK$20, depending on the speed of service (or such higher fee as may from time to time be permitted under the Hong Kong Listing Rules), for each transfer of ordinary shares from one registered owner to another, each share certificate canceled or issued by it and any applicable fee as stated in the share transfer forms used in Hong Kong. In addition, holders of Class A ordinary shares and ADSs must pay up to US$5.00 (or less) per 100 ADSs for each issuance of ADSs and each cancelation of ADSs, as the case may be, in connection with the deposit of Class A ordinary shares into, or withdrawal of Class A ordinary shares from, our ADS program.
| Defaults, Dividend Arrearages and Delinquencies |
| Modifications to the Rights of Security Holders and Use of Proceeds |
Evaluation of Disclosure Controls and Procedures Our management, with the participation of our chief executive officer and chief financial officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report, as required by Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our management has concluded that, as of December 31, 2019,2020, our disclosure controls and procedures were effective in ensuring that the information required to be disclosed by us in the reports that we file and furnish under the Exchange Act was recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with Generally Accepted Accounting Principles (GAAP) in the United States of America and includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of our company’s assets that could have a material effect on the consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. As required by Section 404 of the Sarbanes-Oxley Act of 2002 and related rules as promulgated by the Securities and Exchange Commission, our management including our Chief Executive Officer and Chief Financial Officer assessed the effectiveness of internal control over financial reporting as of December 31, 20192020 using the criteria set forth in the report “Internal Control—Integrated Framework (2013)” published by the Committee of Sponsoring Organizations of the Treadway Commission. We completed the acquisitions of Jiangsu Five Star, Kuayue Express, and other businesses (collectively, the “Excluded Acquisitions”) during the year ended December 31, 2020. As permitted by securities rules and regulations, we have excluded the Excluded Acquisitions from our evaluation of internal control over financial reporting as of December 31, 2020. Overall, the Excluded Acquisitions constituted less than 3.5% and 2.0%, respectively, of total assets and total net revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2020. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2019.2020. Our independent registered public accounting firm, Deloitte Touche Tohmatsu Certified Public Accountants LLP, has audited the effectiveness of our company’s internal control over financial reporting as of December 31, 2019,2020, as stated in its report, which appears fromon page F-5 to F-6F-4 of this annual report on Form 20-F.
Changes in Internal Control over Financial Reporting ThereOther than the addition of operations of the Excluded Acquisitions to our internal control over financial reporting, there were no changes in our internal controls over financial reporting that occurred during the period covered by this annual report on Form 20-F that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. | Audit Committee Financial Expert |
Our board of directors has determined that Mr. Louis T. Hsieh, an independent director (under the standards set forth in Nasdaq Stock Market Rule 5605(a) (2) and Rule 10A-3 under the Exchange Act) and member of our audit committee, is an audit committee financial expert. Our board of directors adopted a code of business conduct and ethics that applies to our directors, officers and employees in April 2014. We have posted a copy of our code of business conduct and ethics on our website at . | Principal Accountant Fees and Services |
The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by our independent registered public accounting firms for the periods indicated. | | | | | | | | | | | | | | | | | | | | | | | | | | | US$ | | | | | | | | US$ | | | | | | | | | US$ | | | | | | | | US$ | | | | | | | | | US$ | | | | | | | | US$ | | | | | | | | | US$ | | | | | | | | US$ | | | | | | |
| | | | | | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | US$ | | | | | 2,450,000 | | | US$ | | | | | 2,880,000 | | | | US$ | | | | | 366,605 | | | US$ | | | | | 4,922,594 | | | | US$ | | | | | 137,047 | | | US$ | | | | | 475,053 | | | | US$ | | | | | — | | | US$ | | | | | 503,442 | |
| (1) | “Audit fees” means the aggregate fees billed in each of the fiscal years listed for professional services rendered by our principal auditors for the audit of our annual financial statements and assistance with and review of documents filed with the SEC. In 20182019 and 2019,2020, the audit refers to financial audit and audit pursuant to Section 404 of the Sarbanes-Oxley Act of 2002. |
| (2) | “Audit-related fees” means fees billed in each of the fiscal years listed for the issue of comfort letter, rendering of listing advice and other audit-related services.services to the company, including its consolidated subsidiaries. |
| (3) | “Tax Fees” means the aggregate fees billed in each of the fiscal years listed for professional services rendered by our principal auditors for tax compliance, tax advice and tax planning. |
| (4) | “All other fees” means the aggregate fees billed in each of the fiscal years listed for professional services rendered by our principal auditors associated with certain financial due diligence projects, permissible services to review and comment on internal control design over financial reporting and other advisory services. |
| (5) | On June 22, 2019, we engaged Deloitte Touche Tohmatsu Certified Public Accountants LLP (“Deloitte”) as our independent registered public accounting firm, and dismissed PricewaterhouseCoopers Zhong Tian LLP (“PwC”). The fees for 2019 are fees payable to Deloitte. See also “Item 16F. Change in Registrant’s Certifying Accountant.” |
The policy of our audit committee is to pre-approve all audit and non-audit services provided by our independent registered public accounting firms, including audit services, audit-related services, tax services and other services as described above, other than those for de minimis services which are approved by the audit committee prior to the completion of the audit. | Exemptions from the Listing Standards for Audit Committees |
| Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
On December 25, 2018, our board of directors authorized a share repurchase program, under which we may repurchase up to US$1.0 billion of our ADSs or ordinary shares over the next 12 months from December 26, 2018 through December 25, 2019. The share repurchase program was publicly announced on December 26, 2018.
As of December 31, 2019, we had repurchased a total of approximately 2.3 million ADSs under this share repurchase program. The table below is a summary of the shares repurchased by us in 2019. All shares were repurchased in the open market pursuant to the share repurchase program announced on December 26, 2018.
| | | | | | | | | | | | | | | | | | | | Total Number
of ADSs
Purchased | | | Average Price
Paid Per ADS | | | Total Number of
ADSs Purchased as
Part of the Publicly
Announced Plan | | | Approximate Dollar
Value of ADSs that
May Yet Be
Purchased Under the
Plan | | January 1, 2019 to January 31, 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
On March 17, 2020, our board of directors authorized a share repurchase program, under which we may repurchase up to US$2.0 billion of our ADSs or ordinary shares over the next 24 months through March 17, 2022. The share repurchase program was publicly announced on March 17, 2020.
As of April 15, 2020,16, 2021, we had repurchased a total of approximately 1.28.8 million ADSs under this share repurchase program. The table below is a summary of the shares repurchased by us from March 17, 2020 to April 15, 2020.16, 2021. All shares were repurchased in the open market pursuant to the share repurchase program announced on March 17, 2020. | | | | | | | | | | | | | | | | | | | | | | | | | | Total Number of
ADSs Purchased as
Part of the Publicly
Announced Plan | | | Approximate Dollar
Value of ADSs that
May Yet Be
Purchased Under the | | March 17, 2020 to March 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | |
| | |
| | | Approximate Dollar
Value of ADSs that
May Yet Be
Purchased Under the
Plan | | March 17, 2020 — March 31, 2020 | | | 1,191,370 | | | | 37.04 | | | | 1,191,370 | | | | 1,955,868,397 | | March 1, 2021 — March 31, 2021 | | | 7,583,810 | | | | 82.52 | | | | 7,583,810 | | | | 1,330,029,654 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Change in Registrant’s Certifying Accountant |
On June 22, 2019, we engaged Deloitte Touche Tohmatsu Certified Public Accountants LLP (“Deloitte”) as our independent registered public accounting firm, and dismissed PricewaterhouseCoopers Zhong Tian LLP (“PwC”). The change of our independent registered public accounting firm had been approved by the audit committee of our board, and the decision was not made due to any disagreements between us and PwC. The reports of PwC on our consolidated financial statements for the fiscal yearsyear ended December 31, 2017 and 2018 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. During the fiscal yearsyear ended December 31, 2017 and 2018 and the subsequent interim period through June 22, 2019, there have been no (i) disagreements between us and PwC on any matter of accounting principles or practices, financial statement disclosure, or audit scope or procedure, which disagreements if not resolved to the satisfaction of PwC would have caused them to make reference thereto in their reports on the consolidated financial statements for such years, or (ii) reportable events as defined in Item 16F(a)(1)(v) of the instructions to Form 20-F. We have provided PwC with a copy of the disclosures hereunderhere under this Item 16F and required under Item 16F of Form 20-F and requested from PwC a letter addressed to the SEC indicating whether it agrees with such disclosures. A copy of PwC’s letter dated December 3, 2019 is attached as Exhibit 16.1 to the registration statement on FormF-3
filed with the SEC on December 3, 2019.16.1.
During each of the fiscal yearsyear ended December 31 2017 and 2018 and the subsequent interim period through June 22, 2019, neither we nor anyone on behalf of us has consulted with Deloitte regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on our consolidated financial statements, and neither a written report nor oral advice was provided to us that Deloitte concluded was an important factor considered by us in reaching a decision as to any accounting, audit, or financial reporting issue, (ii) any matter that was the subject of a disagreement pursuant to Item 16F(a)(1)(iv) of the instructions to Form 20-F, or (iii) any reportable event pursuant to Item 16F(a)(1)(v) of the instructions to Form 20-F. As a Cayman Islands company listed on Nasdaq, we are subject to the Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq corporate governance listing standards. Maples and Calder (Hong Kong) LLP, our Cayman Islands counsel, has provided a letter to the Nasdaq Stock Market certifying that under Cayman Islands law, we are not required to hold annual shareholders meetings every year. We follow home country practice with respect to annual meetings and did not hold an annual meeting of shareholders in 2019.2020. We undertake we will however,(i) hold annual shareholders meetings ingeneral meeting every year after the future if there are matters that require shareholders’ approval.listing of our Class A ordinary shares on the Hong Kong Stock Exchange and (ii) put forth a resolution at or before our next annual general meeting to be held after the listing of our Class A ordinary shares on the Hong Kong Stock Exchange to revise our articles of association to comply with Rule 19C.07(4) of the Hong Kong Listing Rules. See “Item 10.B. Memorandum and Articles of Association — Proposed Amendments to Our Articles of Association.”
Other than the annual meeting practice described above, there are no significant differences between our corporate governance practices and those followed by U.S. domestic companies under Nasdaq Stock Market Rules. However, if we choose to follow other home country practice in the future, our shareholders may be afforded less protection than they otherwise would under the Nasdaq corporate governance listing standards applicable to U.S. domestic issuers. See “Item 3.D. Key Information—Risk Factors—Risks Related to Our ADSs—ADSs and Class A Ordinary Shares—We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.”
We have elected to provide financial statements pursuant to Item 18. The consolidated financial statements of JD.com, Inc., its subsidiaries and its consolidated variable interest entities are included at the end of this annual report. | | | | | | | | | | | | 1.1 | | | | | | | | | | | | | 2.1 | | | | | | | | | | | | | 2.2 | | | | | | | | | | | | | 2.3 | | | | | | | | | | | | | 2.4 | | | | | | | | | | | | | 2.5 | | | | | | | | | | | | | 2.6 | | | | | | | | | | | | | 2.7 | | | | | | | | | | | | | 2.8 | | | | | | | | | | | | | 2.9 | | | | | | | | | | | | | 2.10 | | | | | | | | | | | | | 2.11 | | | | | | | | | | | | | 2.12 | | | | | | | | | | | | | 2.13 | | | | | | | | | Description of the Registrant’s US$500,000,000 3.125% Notes Due 2021 (incorporated herein by reference to (i) the section titled “Description of Debt Securities” in the Registrants’ registration statement on Form F-3 (File No. 333-210795) filed with the Securities and Exchange Commission on April 18, 2016 and (ii) the section titled “Description of the Notes” in the prospectus supplement, in the form filed by the Registrant with the Securities and Exchange Commission on April 22, 2016 pursuant to Rule 424(b) under the Securities Act of 1933, as amended) |
| | | | | | | | | | | | 2.14 | | | | | | | | | Description of the Registrant’s US$500,000,000 3.875% Notes Due 2026 (incorporated herein by reference to (i) the section titled “Description of Debt Securities” in the Registrants’ registration statement on Form F-3 (File No. 333-210795) filed with the Securities and Exchange Commission on April 18, 2016 and (ii) the section titled “Description of the Notes” in the prospectus supplement, in the form filed by the Registrant with the Securities and Exchange Commission on April 22, 2016 pursuant to Rule 424(b) under the Securities Act of 1933, as amended) | | | | 2.15 | | | | | | | | | Description of the Registrant’s US$700,000,000 3.375% Notes due 2030 (incorporated herein by reference to (i) the section titled “Description of Debt Securities” in the Registrants’ registration statement on Form F-3 (File No. 333-235338) filed with the Securities and Exchange Commission on December 3, 2019 and (ii) the section titled “Description of the Notes” in the prospectus supplement, in the form filed by the Registrant with the Securities and Exchange Commission on January 8, 2020 pursuant to Rule 424(b) under the Securities Act of 1933, as amended) | | | | 2.16 | | | | | | | | | Description of the Registrant’s US$300,000,000 4.125% Notes due 2050 (incorporated herein by reference to (i) the section titled “Description of Debt Securities” in the Registrants’ registration statement on Form F-3 (File No. 333-235338) filed with the Securities and Exchange Commission on December 3, 2019 and (ii) the section titled “Description of the Notes” in the prospectus supplement, in the form filed by the Registrant with the Securities and Exchange Commission on January 8, 2020 pursuant to Rule 424(b) under the Securities Act of 1933, as amended) | | | | 4.1 | | | | | | | | | | | | | 4.2 | | | | | | | | | | | | | 4.3 | | | | | | | | | | | | | 4.4* | | | | | | | | | | | | | 4.5* | | | | | | | | | | | | | 4.6* | | | | | | | | | | | | | 4.7 | | | | | | | | | |
| | | | | | | | | | | | 4.8 | | | | | | | | | | | | | 4.9 | | | | | | | | | | | | | 4.10* | | | | | | | | | | | | | 4.11 | | | | | | | | | | | | | 4.12 | | | | | | | | | | | | | 4.13 | | | | | | | | | | | | | 4.14 | | | | | | | | | | | | | 4.15 | | | | | | | | | | | | | 4.16 | | | | | | | | | | | | | 4.17 | | | | | | | | | |
| | | | | | | | | | | | | | 4.19* | | • Schedule A of this exhibit includes information about the business cooperation agreements substantially in form as this exhibit that the Registrant and Bitauto Holdings Limited, dated January 9, 2015 (incorporated herein by reference to Exhibit 99.3 to Schedule 13D (File No. 005-85981) filedentered into with certain other Chinese variable interest entities of the Securities and Exchange Commission on February 26, 2015)Registrant | | | | | | | | | | | | | | | | | | | 4.20* | | • Schedule A of this exhibit includes information about the exclusive option agreements substantially in form as this exhibit that the Registrant entered into with certain other Chinese variable interest entityentities of the Registrant as currently in effect | | | | | | | | | 4.21* | | • Schedule A of this exhibit includes information about the loan agreements substantially in form as this exhibit that the Registrant entered into with certain other Chinese variable interest entities of the Registrant | | | | 4.22* | | • Schedule A of this exhibit includes information about the shareholders’ rights entrustment agreements substantially in form as this exhibit that the Registrant entered into with certain other Chinese variable interest entities of the Registrant | | | | 4.23* | | • Schedule A of this exhibit includes information about the power of attorney substantially in form as this exhibit that the Registrant entered into with certain other Chinese variable interest entityentities of the Registrant as currently in effect | | | | | | | | | 4.24* | | • Schedule A of this exhibit includes information about the share pledge agreements substantially in form as this exhibit that the Registrant entered into with certain other Chinese variable interest entities of the Registrant | | | | 4.25* | | • Schedule A of this exhibit includes information about the equity pledge agreements substantially in form as this exhibit that the Registrant entered into with certain other Chinese variable interest entities of the Registrant | | | | 4.26* | | • Schedule A of this exhibit includes information about the power of attorney substantially in form as this exhibit that the Registrant entered into with certain other Chinese variable interest entities of the Registrant |
| | | | | | | | | 4.27* | | • Schedule A of this exhibit includes information about the exclusive technology consulting and service agreements substantially in form as this exhibit that the Registrant entered into with certain other Chinese variable interest entities of the Registrant and a Chinese variable interest entity of the Registrant, as currently in effect | | | | | | | | | 4.28* | | • Schedule A of this exhibit includes information about the business operations agreements substantially in form as this exhibit that the Registrant entered into with certain other Chinese variable interest entityentities of the Registrant as currently in effect | | | | | | | | | 4.29* | | • Schedule A of this exhibit includes information about the exclusive purchase option agreements substantially in form as this exhibit that the Registrant entered into with certain other Chinese variable interest entityentities of the Registrant as currently in effect | | | | | | | | | 4.30* | | • Schedule A of this exhibit includes information about the loan agreements substantially in form as this exhibit that the Registrant entered into with certain other Chinese variable interest entityentities of the Registrant as currently in effect | | | | 4.31 | | | | | | | | | | | | | 4.32 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 4.33 | | | | | | | | | | | | | | | | | | English summary of Strategic Cooperation Agreement regarding Dalian Wanda Commercial Properties Co., Ltd. by and among Dalian Wanda Group Co., Ltd., Dalian Wanda Commercial Properties Co., Ltd., Tencent Technology (Shenzhen) Co., Ltd. and Beijing Jingdong Century Trading Co., Ltd., dated January 27, 2018 (incorporated herein by reference to Exhibit 4.41 to the annual report on Form 20-F filed by the Registrant with the Securities and Exchange Commission on April 27, 2018) | | | | 4.34 | | | | | | | | | | | | | 4.35 | | | | | | | | | | | | | 4.36 | | | | | | | | | | | | | 4.37 | | | | | | | | | | | | | 4.38 | | | | | | | | | | | | | 4.39† | | | | | | | | | |
| | | | | | | | | | | | | | | 4.40 | | Share Subscription Agreement, dated May 10, 2019, by and between the Registrant and Huang River Investment Limited (incorporated herein by reference to Exhibit 9 to Form Schedule 13D/A filed by Tencent Holdings Limited with the Securities and Exchange Commission on May 15, 2019) | | | | 4.41 | | | | | | | | | | | | | 4.42 | | Undertaking by the Registrant to the Hong Kong Stock Exchange, dated June 1, 2020 (incorporated herein by reference to Exhibit 10.1 to the registration statement on Form F-3 to the registration statement on Form F-3 (File No.: 333-238952) filed by the Registrant with the Securities and Exchange Commission on June 5, 2020) | | | | 4.43 | | Irrevocable Deed of Undertaking by Max Smart Limited, dated June 1, 2020 (incorporated herein by reference to Exhibit 10.2 to the registration statement on Form F-3 to the registration statement on Form F-3 (File No.: 333-238952) filed by the Registrant with the Securities and Exchange Commission on June 5, 2020) | | | | | | 4.44* | | | | | | 4.45* | | | | | | 4.46* | | | | | | 4.47* | | | | | | 4.48* | | | | | | 4.49 | | Share Subscription Agreement, dated March 22, 2021, between Dada Nexus Limited and JD Sunflower Investment Limited (incorporated herein by reference to Exhibit 4.11 to the annual report on Form 20-F filed by Dada Nexus Limited with the Securities and Exchange Commission on March 31, 2021) | | | | 4.50* | | English Summary of Equity Transfer and Capital Increase Agreement, dated August 12, 2020, among Kuayue Express Group Co., Ltd., Suqian JD Bohai Enterprise Management Co., Ltd. and other parties named thereto. | | | | 8.1* | | List of Principal Subsidiaries and Consolidated Variable Interest Entities | | | | 11.1 | | | | | | | | | | | | | 12.1* | | | | | | | | | | | | | 12.2* | | | | | | | | | | | | | 13.1** | | | | | | | | | |
| | | | | | | | | | | | | | | 15.1* | | Consent of Deloitte Touche Tohmatsu Certified Public Accountants LLP | | | | 15.2* | | | | | | | | | | | | | 15.3* | | Consent of Shihui Partners | | | | 15.4* | | Consent of Deloitte Touche Tohmatsu Certified Public Accountants LLP regarding the opinion in Exhibit 99.1 | | | | | 16.1 | | | | | | | | | | | | | | | | | 99.1* | | | | | | | | | 2020 | | | | 101.INS* | | | | | | | | | Consolidated Financial Statements of Bitauto Holdings Limited as of December 31, 2017, 2018 and 2019 and for the years ended December 31, 2017, 2018 and 2019
| | | | | | | | | | Consolidated Financial Statements of Tuniu Corporation as of December 31, 2017, 2018 and 2019 and for the years ended December 31, 2017, 2018 and 2019
| | | | | | | | | | Inline XBRL Instance Document—this instance document does not appear in the Interactive Data File because its XBRL tags are not embedded within the Inline XBRL document | | | | 101.SCH* | | | | | | | | | Inline XBRL Taxonomy Extension Schema Document | | | | 101.CAL* | | | | | | | | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | | 101.DEF* | | | | | | | | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | | 101.LAB* | | | | | | | | | Inline XBRL Taxonomy Extension Label Linkbase Document | | | | 101.PRE* | | | | | | | | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | | 104 | | | | | | | | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*** | To be filed by amendment within six months of December 31, 2019 |
| † | Portions of this exhibit have been omitted pursuant to Rule 406 under the Securities Act. |
The registrant hereby certifies that it meets all of the requirements for filing its annual report on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf. | | | | | | | | | /s/ Richard Qiangdong Liu | | | | | | Chairman and Chief Executive Officer |
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS | | | | | | | | | | | | | | | | | F-5 | | | | | F-7 | | | | | F-9 | | | | | F-12 | | | | | F-13 | | | | | F-88 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of JD.com, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheetsheets of JD.com, Inc. and its subsidiaries (the “Company”) as of December 31, 2020 and 2019, and the related consolidated statements of operations and comprehensive income/(loss), changes in shareholders’ equity and cash flows for each of the yeartwo years in the period ended December 31, 2019,2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the yeartwo years in the period ended December 31, 2019,2020, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2019,2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 15, 2020,16, 2021 expressed an unqualified opinion on the Company’s internal control over financial reporting. Change in Accounting Principle As discussed in Note 2 to the financial statements, the Company has adopted the new lease accounting standard, ASC Topic 842, , on January 1, 2019. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit mattermatters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Investment in equity investees - the impairment assessments of investments accounted for under the Measurement Alternative and equity method -Inventories, net – estimated net realizable value – Refer to Notes 2.S2.l and 710 to the financial statements Critical Audit Matter Description The Company performs impairment assessments over its investment in equity investees periodically or when factors may indicate that a decrease in valueAs of December 31, 2020, the Company’s net balance of inventories was RMB58,933 million, which represented approximately 14% of the equity method investments has occurred that is other than temporary.total assets. As disclosed in Note 2.l to the consolidated financial statements, the Company records valuation allowance for slow-moving and damaged goods to adjust the cost of such inventories to their estimated net realizable value. The evaluation of the impairment indicatorsestimate requires that management to exercisemake significant judgments.
For investments accounted for under the Measurement Alternative, the Company undertakes qualitative assessments periodically to evaluate whether anyassumptions regarding various factors such as impact of the investments are impaired. Impairment indicators include issues with the investees’ operation performanceinventory aging, historical and financial position,forecasted consumer demand, as well as other negative factors including liquidity concerns and relevant trends in their respective industries.
For equity method investments, the Company evaluates whether indicatorsmarket conditions that a decrease in value of the investment has occurred that is other than temporary. The primary factors the Company considers include the duration and severity of the decline in the fair value, the financial condition, operating performance and the prospects of the equity investee, and other company specific information such as recent financing transactions, if any.impact pricing.
We identified the impairment assessmentsestimate of equity investments accounted for under the Measurement Alternative and equity methodnet realizable value of inventories as a critical audit matter because of the significant judgments involved by management must exerciseto evaluate the impact of the interaction among the various input factors in order to determine if an impairmentthe amounts of estimated net realizable value of the investment has occurred.inventories. This evaluation requiresrequired a high degree of auditor judgmentjudgement and an increased extent of effort, when performing audit procedures to evaluate the reasonableness of management’s significant judgments.estimation of the net realizable value. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures focus onrelated to the determinationestimated net realizable value of whether the investment accounted for under the Measurement Alternative is impaired, or an other-than-temporary impairment exists for equity method investments andinventories included the following, among others: We obtained an understandingtested the effectiveness of the controls over the estimated net realizable value of inventories, including the review of historical and forecasted consumer demand and the calculation of inventory valuation allowance; We evaluated the control design,reasonableness of the valuation methodologies and assumptions applied by management to determine slow-moving and damaged inventories; We tested the operating effectivenessaccuracy and completeness of controls over management’s reviewthe underlying data that served as the basis for the calculation of their impairment indicator analysisinventory valuation allowance, and the conclusions reached with respect to their impairment assessments for investments accounted for under the Measurement Alternative and equity method investments. We testedmathematical accuracy of management’s evaluationcalculation of impairment for investments accounted for under the Measurement Alternative and equity method respectively by performing following audit procedures:inventory valuation allowance;
| - | Assessing the methodologies applied and testing the completeness and accuracy of data used by management in its impairment analysis; |
| - | Comparing significant financial assumptions used in the investees’ financial statements to their respective industry and relevant market key indicators; |
We performed inquiries with appropriate finance and operations personnel, and reviewed the actual sales subsequent to December 31, 2020 to corroborate management’s quantitative and qualitative judgments applied over the indicators of slow-moving and damaged inventories, and to evaluate the reasonableness of management’s estimate of the impact of interaction among various factors;
| - | Inquiring with the key management and external auditors of the equity method investees, and inquiring with the key management of the Measurement Alternative investees; |
We performed retrospective reviews by comparing subsequent actual inventory write-downs with historical estimates to evaluate management’s ability to perform reasonable estimate of inventory valuation allowance. | - | Performing searches for adverse public information and legal claims or litigations related to the investees to identify whether any such information may contradict management’s significant assumptions used; |
| - | Reviewing investees board minutes and other information to assess the completeness and accuracy on significant operating and financing activities considered by the management to form their assumptions. |
/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP Beijing, the People’s Republic of China We have served as the Company’s auditor since 2019.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of JD.com, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of JD.com, Inc. and its subsidiaries (the “Company”) as of December 31, 2019,2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019,2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2019,2020 of the Company and our report dated April 15, 2020,16, 2021 expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the adoptionstatements. As described in Management’s Annual Report on Internal Control over Financial Reporting, management excluded from its assessment of the new lease accounting standard, ASC Topic 842, Leases, on January 1, 2019.internal control over financial reporting at Jiangsu Five Star Appliance Co., Ltd., Kuayue-Express Group Co., Ltd., and other businesses (collectively, the “Excluded Acquisitions”) acquired during the year ended December 31, 2020, whose financial statements constituted less than 3.5% and 2.0%, respectively, of total assets and total net revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2020. Accordingly, our audit did not include the internal control over financial reporting of the Excluded Acquisitions. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP Beijing, the People’s Republic of China
Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of JD.com, Inc. Opinion on the Financial Statements We have audited the consolidated balance sheet of JD.com, Inc. and its subsidiaries (the “Company”) as of December 31, 2018 and December 31, 2017,and the related consolidatedstatements of operations and comprehensive income/(loss), of changes in shareholders’ equity and of cash flows of JD.com, Inc. and its subsidiaries (the “Company”) for the years thenyear ended December 31, 2018,including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial positionresults of operations and cash flows of the Company as offor the year ended December 31, 2018 and December 31, 2017, and the results of its operations and itscash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our auditsaudit of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our auditsaudit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our auditsaudit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provideaudit provides a reasonable basis for our opinion. /s/ PricewaterhouseCoopers Zhong Tian LLP Beijing, the People’s Republic of China We served as the Company’s auditor from 2010 to 2019.
Consolidated Balance Sheets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash and cash equivalents | | | 5 | | | | 36,971,420 | | | | 86,084,857 | | | | 13,193,082 | | | | | 4, 5 | | | | 2,940,859 | | | | 4,434,448 | | | | 679,609 | | | | | 5 | | | | 24,602,777 | | | | 60,577,110 | | | | 9,283,848 | | | | | 9 | | | | 6,190,588 | | | | 7,111,947 | | | | 1,089,954 | | | | | | | | | 593,130 | | | | 3,767,933 | | | | 577,461 | | | | | 10 | | | | 57,932,156 | | | | 58,932,519 | | | | 9,031,804 | | | | | 2(m) | | | | 1,551,459 | | | | 683,258 | | | | 104,714 | | Prepayments and other current assets | | | | | | | 4,078,102 | | | | 6,393,332 | | | | 979,821 | | Amount due from related parties | | | 31 | | | | 4,234,067 | | | | 6,667,262 | | | | 1,021,803 | | | | | 19 | | | | — | | | | 148,592 | | | | 22,773 | | | | | | | | | | | | | | | | | | | | | | | | | | | 139,094,558 | | | | 234,801,258 | | | | 35,984,869 | | | | | | | | | | | | | | | | | | | Property, equipment and software, net | | | 11 | | | | 20,654,071 | | | | 22,596,570 | | | | 3,463,076 | | | | | 2(o) | | | | 5,806,308 | | | | 7,906,406 | | | | 1,211,710 | | | | | 13 | | | | 4,110,034 | | | | 6,462,888 | | | | 990,481 | | | | | 12 | | | | 10,891,742 | | | | 11,124,913 | | | | 1,704,968 | | | | | 18 | | | | 8,643,597 | | | | 15,484,082 | | | | 2,373,039 | | | | | 14 | | | | 6,643,669 | | | | 10,904,409 | | | | 1,671,174 | | Investment in equity investees | | | 8 | | | | 35,575,807 | | | | 58,501,329 | | | | 8,965,721 | | | | | 5 | | | | 21,417,104 | | | | 39,085,150 | | | | 5,990,061 | | | | | 22 | | | | 80,556 | | | | 532,746 | | | | 81,647 | | | | | | | | | 6,806,258 | | | | 13,315,844 | | | | 2,040,740 | | Amount due from related parties | | | 31 | | | | — | | | | 242,527 | | | | 37,169 | | | | | 19 | | | | — | | | | 1,329,672 | | | | 203,781 | | | | | | | | | | | | | | | | | | | | | | | | | | | 120,629,146 | | | | 187,486,536 | | | | 28,733,567 | | | | | | | | | | | | | | | | | | | | | | | | | | | 259,723,704 | | | | 422,287,794 | | | | 64,718,436 | | | | | | | | | | | | | | | | | | | |
(All amounts in thousands, except for share, per share data or otherwise noted)
The accompanying notes are an integral part of these consolidated financial statements. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash and cash equivalents | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Prepayments and other current assets | | | | | | | | | | | | | | | | | Amount due from related parties | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Property, equipment and software, net | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Operating lease right-of-use assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Investment in equity investees | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Amount due from related parties | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Consolidated Balance Sheets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (including amounts of the consolidated VIEs without recourse to the primary beneficiaries of RMB14,399,069,000 and RMB22,032,147,000 as of December 31, 2019 and 2020, respectively. Note 1) | | | | | | | | | | | | | | | | | | | | 15 | | | | 90,428,382 | | | | 106,818,425 | | | | 16,370,640 | | | | | | | | | 16,078,619 | | | | 20,998,001 | | | | 3,218,084 | | Deferred revenues (including amounts in relation to traffic support, marketing and promotion services to be provided to related parties of RMB796,193,000 and RMB491,869,000 as of December 31, 2019 and 2020, respectively) | | | | | | | 3,326,594 | | | | 3,417,313 | | | | 523,726 | | | | | | | | | 2,015,788 | | | | 3,029,416 | | | | 464,278 | | Amount due to related parties | | | 31 | | | | 317,978 | | | | 585,324 | | | | 89,705 | | Accrued expenses and other current liabilities | | | 16 | | | | 24,656,180 | | | | 30,034,571 | | | | 4,602,999 | | Operating lease liabilities | | | 18 | | | | 3,193,480 | | | | 5,513,534 | | | | 844,986 | | | | | 17 | | | | — | | | | 3,259,882 | | | | 499,599 | | Liabilities held for sale | | | 19 | | | | — | | | | 360,196 | | | | 55,202 | | | | | | | | | | | | | | | | | | | | Total current liabilities | | | | | | | 140,017,021 | | | | 174,016,662 | | | | 26,669,219 | | | | | | | | | | | | | | | | | | | Deferred revenues (including amounts in relation to traffic support, marketing and promotion services to be provided to related parties of RMB1,747,020,000 and RMB1,121,280,000 as of December 31, 2019 and 2020, respectively) | | | | | | | 1,942,635 | | | | 1,617,844 | | | | 247,945 | | | | | 17 | | | | 6,912,492 | | | | 9,594,556 | | | | 1,470,430 | | | | | 22 | | | | 1,338,988 | | | | 1,921,831 | | | | 294,533 | | | | | 34 | | | | 3,139,290 | | | | 2,936,205 | | | | 449,993 | | Operating lease liabilities | | | 18 | | | | 5,523,164 | | | | 10,249,957 | | | | 1,570,875 | | Other non-current liabilities | | | | | | | 225,883 | | | | 331,623 | | | | 50,823 | | | | | | | | | | | | | | | | | | | | Total non-current liabilities | | | | | | | 19,082,452 | | | | 26,652,016 | | | | 4,084,599 | | | | | | | | | | | | | | | | | | | | | | | | | | | 159,099,473 | | | | 200,668,678 | | | | 30,753,818 | | | | | | | | | | | | | | | | | | | | Commitments and contingencies | | | 35 | | | | 0 | | | | 0 | | | | 0 | | | | | | | | | | | | | | | | | | | Convertible redeemable non-controlling interests | | | 23 | | | | 15,964,384 | | | | 17,133,208 | | | | 2,625,779 | | | | | | | | | | | | | | | | | | | JD.com, Inc. shareholders’ equity | | | | | | | | | | | | | | | | | Ordinary shares (US$0.00002 par value; 100,000,000,000 shares authorized; 2,520,271,138 Class A ordinary shares issued and 2,480,575,334 outstanding, 453,672,011 Class B ordinary shares issued and 443,739,929 outstanding as of December 31, 2019; 2,685,542,982 Class A ordinary shares issued and 2,667,590,268 outstanding, 444,250,851 Class B ordinary shares issued and 435,908,771 outstanding as of December 31, 2020.) | | | 26 | | | | 381 | | | | 404 | | | | 62 | | | | | | | | | 90,676,122 | | | | 153,357,473 | | | | 23,503,061 | | | | | 2(oo) | | | | 1,459,165 | | | | 1,533,276 | | | | 234,985 | | | | | | | | | (2,530,166 | ) | | | (1,218,223 | ) | | | (186,701 | ) | Retained earnings/(accumulated deficit) | | | | | | | (11,912,679 | ) | | | 37,418,433 | | | | 5,734,628 | | Accumulated other comprehensive income/(loss) | | | 28 | | | | 4,163,147 | | | | (3,548,068 | ) | | | (543,765 | ) | | | | | | | | | | | | | | | | | | | Total JD.com, Inc. shareholders’ equity | | | | | | | 81,855,970 | | | | 187,543,295 | | | | 28,742,270 | | | | | 2(d) | | | | 2,803,877 | | | | 16,942,613 | | | | 2,596,569 | | | | | | | | | | | | | | | | | | | | Total shareholders’ equity | | | | | | | 84,659,847 | | | | 204,485,908 | | | | 31,338,839 | | | | | | | | | | | | | | | | | | | | Total liabilities, mezzanine equity and shareholders’ equity | | | | | | | 259,723,704 | | | | 422,287,794 | | | | 64,718,436 | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Balance Sheets
(All amounts in thousands, except for share, per share data or otherwise noted)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (including amounts of the consolidated VIEs without recourse to the primary beneficiaries of RMB7,577,086, RMB9,234,523 and RMB14,399,069 as of December 31, 2017, 2018 and 2019, respectively. Note 1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Nonrecourse securitization debt | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Deferred revenues (including amounts in relation to traffic support, marketing and promotion services to be provided to related parties of RMB813,525, RMB863,480 and RMB796,193 as of December 31, 2017, 2018 and 2019, respectively) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Amount due to related parties | | | | | | | | | | | | | | | | | Accrued expenses and other current liabilities | | | | | | | | | | | | | | | | | Operating lease liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total current liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Deferred revenues (including amounts in relation to traffic support, marketing and promotion services to be provided to related parties of RMB1,273,545, RMB463,153 and RMB1,747,020 as of December 31, 2017, 2018 and 2019, respectively) | | | | | | | | | | | | | | | | | Nonrecourse securitization debt | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Operating lease liabilities | | | | | | | | | | | | | | | | | Other non-current liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total non-current liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Commitments and contingencies (Note 34 ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Convertible redeemable non-controlling interests (Note 23) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | JD.com, Inc. shareholders’ equity | | | | | | | | | | | | | | | | | Ordinary shares (US$0.00002 par value; 100,000,000,000 shares authorized; 2,477,346,590 Class A ordinary shares issued and 2,406,652,132 outstanding, 461,362,309 Class B ordinary shares issued and 446,011,297 outstanding as of December 31, 2017; 2,507,473,330 Class A ordinary shares issued and 2,447,926,638 outstanding, 458,342,517 Class B ordinary shares issued and 446,369,717 outstanding as of December 31, 2018; 2,520,271,138 Class A ordinary shares issued and 2,480,575,334 outstanding, 453,672,011 Class B ordinary shares issued and 443,739,929 outstanding as of December 31, 2019.) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | ) | | | | ) | | | | ) | | | | | ) | | | | ) | | | | ) | | | | ) | Accumulated other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total JD.com, Inc. shareholders’ equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total shareholders’ equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total liabilities, mezzanine equity and shareholders’ equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Statements of Operations and Comprehensive Income/(Loss) (All amounts in thousands, except for share, per share data or otherwise noted)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2(z) | | | | 416,108,746 | | | | 510,733,967 | | | | 651,879,240 | | | | 99,904,864 | | | | | 2(z) | | | | 45,911,013 | | | | 66,154,517 | | | | 93,922,646 | | | | 14,394,276 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 462,019,759 | | | | 576,888,484 | | | | 745,801,886 | | | | 114,299,140 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (396,066,126 | ) | | | (492,467,391 | ) | | | (636,693,551 | ) | | | (97,577,556 | ) | | | | | | | | (32,009,658 | ) | | | (36,968,041 | ) | | | (48,700,211 | ) | | | (7,463,634 | ) | | | |
| | | | (19,236,740 | ) | | | (22,234,045 | ) | | | (27,155,972 | ) | | | (4,161,835 | ) | | | | | | | | (12,144,383 | ) | | | (14,618,677 | ) | | | (16,148,948 | ) | | | (2,474,935 | ) | General and administrative | | | | | | | (5,159,666 | ) | | | (5,490,159 | ) | | | (6,409,131 | ) | | | (982,242 | ) | Impairment of goodwill and intangible assets | | | | | | | (22,317 | ) | | | — | | | | — | | | | — | | Gain on sale of development properties | | | 19 | | | | — | | | | 3,884,709 | | | | 1,648,747 | | | | 252,682 | | | | | | | | | | | | | | | | | | | | | | | | Income/(loss) from operations | | | | | | | (2,619,131 | ) | | | 8,994,880 | | | | 12,342,820 | | | | 1,891,620 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Share of results of equity investees | | | 8 | | | | (1,113,105 | ) | | | (1,738,219 | ) | | | 4,291,453 | | | | 657,694 | | | | | 20 | | | | 2,117,921 | | | | 1,785,572 | | | | 2,753,360 | | | | 421,971 | | | | | 20 | | | | (854,538 | ) | | | (725,010 | ) | | | (1,125,181 | ) | | | (172,442 | ) | | | | 21 | | | | 95,175 | | | | 5,375,309 | | | | 32,556,439 | | | | 4,989,493 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (2,373,678 | ) | | | 13,692,532 | | | | 50,818,891 | | | | 7,788,336 | | | | | 22 | | | | (426,872 | ) | | | (1,802,440 | ) | | | (1,481,645 | ) | | | (227,072 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (2,800,550 | ) | | | 11,890,092 | | | | 49,337,246 | | | | 7,561,264 | | | | | | | | | | | | | | | | | | | | | | | | Net loss attributable to non-controlling interests shareholders | | | | | | | (311,409 | ) | | | (297,163 | ) | | | (74,618 | ) | | | (11,436 | ) | Net income attributable to mezzanine equity classified as non-controlling interests shareholders | | | | | | | 2,492 | | | | 3,100 | | | | 6,641 | | | | 1,018 | | | | | | | | | | | | | | | | | | | | | | | | Net income/(loss) attributable to ordinary shareholders | | | | | | | (2,491,633 | ) | | | 12,184,155 | | | | 49,405,223 | | | | 7,571,682 | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | ) | | | | ) | | | | ) | | | | | ) | | | | ) | | | | ) | | | | ) | | | | | ) | | | | ) | | | | ) | | | | ) | | | | | ) | | | | ) | | | | ) | | | | ) | General and administrative | | | | ) | | | | ) | | | | ) | | | | ) | Impairment of goodwill and intangible assets | | | | | | | | ) | | | | | | | | | Gain on sale of development properties | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Income/(loss) from operations | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Share of results of equity investees | | | | ) | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | ) | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | | | | | ) | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | Net income/(loss) from continuing operations | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income from discontinued operations, net of tax | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | ) | | | | | | | | | Net loss from continuing operations attributable to non-controlling interests shareholders | | | | ) | | | | ) | | | | ) | | | | ) | Net loss from discontinued operations attributable to non-controlling interests shareholders | | | | ) | | | | | | | | | | | | | Net income from continuing operations attributable to mezzanine equity classified as non-controlling interests shareholders | | | | | | | | | | | | | | | | | Net income from discontinued operations attributable to mezzanine equity classified as non-controlling interests shareholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income/(loss) attributable to ordinary shareholders | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | Net loss from discontinued operations attributable to ordinary shareholders | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income/(loss) from continuing operations attributable to ordinary shareholders | | | | | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Statements of Operations and Comprehensive Income/(Loss) (All amounts in thousands, except for share, per share data or otherwise noted)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (2,800,550 | ) | | | 11,890,092 | | | | 49,337,246 | | | | 7,561,264 | | Other comprehensive income/(loss): | | | 28 | | | | | | | | | | | | | | | | | | Foreign currency translation adjustments | | | | | | | 2,696,784 | | | | 793,671 | | | | (7,954,841 | ) | | | (1,219,133 | ) | Net change in unrealized gains/(losses) on available-for-sale securities: | | | | | | | | | | | | | | | | | | | | | Unrealized gains, net of tax | | | | | | | 237,585 | | | | 312,723 | | | | 705,279 | | | | 108,089 | | Reclassification adjustment for gains recorded in net income, net of tax | | | | | | | (260,712 | ) | | | (258,537 | ) | | | (760,081 | ) | | | (116,488 | ) | | | | | | | | | | | | | | | | | | | | | | | Net unrealized gains/(losses) on securities | | | | | | | (23,127 | ) | | | 54,186 | | | | (54,802 | ) | | | (8,399 | ) | | | | | | | | | | | | | | | | | | | | | | | Total other comprehensive income/(loss) | | | | | | | 2,673,657 | | | | 847,857 | | | | (8,009,643 | ) | | | (1,227,532 | ) | | | | | | | | | | | | | | | | | | | | | | | Total comprehensive income/(loss) | | | | | | | (126,893 | ) | | | 12,737,949 | | | | 41,327,603 | | | | 6,333,732 | | Total comprehensive loss attributable to non-controlling interests shareholders | | | | | | | (311,409 | ) | | | (253,357 | ) | | | (373,046 | ) | | | (57,172 | ) | Total comprehensive income attributable to mezzanine equity classified as non-controlling interests shareholders | | | | | | | 2,492 | | | | 3,100 | | | | 6,641 | | | | 1,018 | | | | | | | | | | | | | | | | | | | | | | | | Total comprehensive income attributable to ordinary shareholders | | | | | | | 182,024 | | | | 12,988,206 | | | | 41,694,008 | | | | 6,389,886 | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | ) | | | | | | | | | Other comprehensive income: | | | | | | | | | | | | | | | | | Foreign currency translation adjustments | | | | ) | | | | | | | | | | | | | Net change in unrealized gains/(losses) on available-for-sale securities: | | | | | | | | | | | | | | | | | Unrealized gains , net of tax | | | | | | | | | | | | | | | | | Reclassification adjustment for gains recorded in net income, net of tax | | | | ) | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | Net unrealized gains/(losses) on available-for-sale securities | | | | | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | Total other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total comprehensive income/(loss) | | | | | | | | ) | | | | | | | | | Total comprehensive loss attributable to non-controlling interests shareholders | | | | ) | | | | ) | | | | ) | | | | ) | Total comprehensive income attributable to mezzanine equity classified non-controlling interests shareholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total comprehensive income attributable to ordinary shareholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income/(loss) per share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | | | | | ) | | | | | | | | | | | | | Net income/( loss ) per share | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | | | | | ) | | | | | | | | | | | | | Net income/( loss ) per share | | | | ) | | | | ) | | | | | | | | | Weighted average number of shares | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 30 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income/(loss) per share | | | | | | | (0.87 | ) | | | 4.18 | | | | 16.35 | | | | 2.51 | | | | | | | | | | | | | | | | | | | | | | | Net income/(loss) per share | | | | | | | (0.87 | ) | | | 4.11 | | | | 15.84 | | | | 2.43 | | Weighted average number of shares | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,877,902,678 | | | | 2,912,637,241 | | | | 3,021,808,985 | | | | 3,021,808,985 | | | | | | | | | 2,877,902,678 | | | | 2,967,321,803 | | | | 3,109,024,030 | | | | 3,109,024,030 | |
The accompanying notes are an integral part of these consolidated financial statements. Consolidated Statements of Cash Flows | | | | | | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash flows from operating activities: | | | | | | | | | | | | | | | | | | | | (2,800,550 | ) | | | 11,890,092 | | | | 49,337,246 | | | | 7,561,264 | | Adjustments to reconcile net income/(loss) to net cash provided by operating activities: | | | | | | | | | | | | | | | | | Depreciation and amortization | | | 5,560,034 | | | | 5,828,055 | | | | 6,067,654 | | | | 929,909 | | | | | 3,659,989 | | | | 3,694,955 | | | | 4,155,933 | | | | 636,926 | | (Gains)/losses from disposal of property, equipment and software | | | (11,166 | ) | | | 65,492 | | | | 67,545 | | | | 10,352 | | Gain from extinguishment of debt | | | — | | | | — | | | | (11,101 | ) | | | (1,701 | ) | | | | (10,454 | ) | | | 533,117 | | | | (718,927 | ) | | | (110,180 | ) | Amortization of discounts and issuance costs of the unsecured senior notes | | | 13,649 | | | | 14,812 | | | | 19,255 | | | | 2,951 | | Allowance for doubtful accounts | | | 170,456 | | | | 423,748 | | | | 352,803 | | | | 54,070 | | Impairment of goodwill and intangible assets | | | 22,317 | | | | — | | | | — | | | | — | | Impairment of investments | | | 593,138 | | | | 1,954,031 | | | | 207,571 | | | | 31,812 | | Fair value change of long-term investments | | | 1,512,979 | | | | (3,495,709 | ) | | | (29,482,650 | ) | | | (4,518,414 | ) | Gain from business and investment disposals | | | (1,320,266 | ) | | | (1,199,407 | ) | | | (278,747 | ) | | | (42,720 | ) | Gain on sale of development properties | | | — | | | | (3,884,709 | ) | | | (1,648,747 | ) | | | (252,682 | ) | Share of results of equity investees | | | 1,113,105 | | | | 1,738,219 | | | | (4,291,453 | ) | | | (657,694 | ) | Foreign exchange (gains)/losses | | | 192,491 | | | | (124,070 | ) | | | 89,992 | | | | 13,792 | | Changes in operating assets and liabilities: | | | | | | | | | | | | | | | | | | | | 4,162,592 | | | | 3,723,398 | | | | (412,132 | ) | | | (63,162 | ) | | | | (75,370 | ) | | | (127,812 | ) | | | (2,299,810 | ) | | | (352,461 | ) | | | | (2,342,058 | ) | | | (13,915,610 | ) | | | 799,356 | | | | 122,507 | | Prepayments and other current assets | | | (945,183 | ) | | | 275,714 | | | | (259,551 | ) | | | (39,778 | ) | Amount due from related parties | | | 1,769,930 | | | | (1,500,728 | ) | | | 582,846 | | | | 89,325 | | Operating lease right-of-use assets | | | — | | | | (1,407,345 | ) | | | (2,922,000 | ) | | | (447,816 | ) | | | | 44,990 | | | | (408,937 | ) | | | (870,857 | ) | | | (133,465 | ) | | | | 5,466,698 | | | | 10,391,341 | | | | 11,094,782 | | | | 1,700,350 | | | | | (745,854 | ) | | | 3,061,018 | | | | 4,051,957 | | | | 620,990 | | | | | (603,464 | ) | | | 454,780 | | | | (235,231 | ) | | | (36,051 | ) | | | | 166,120 | | | | 722,781 | | | | 849,043 | | | | 130,122 | | Amount due to related parties | | | 128,909 | | | | 134,713 | | | | 282,345 | | | | 43,271 | | Accrued expenses and other current liabilities | | | 5,158,390 | | | | 4,417,646 | | | | 4,783,792 | | | | 733,144 | | Operating lease liabilities | | | — | | | | 1,521,635 | | | | 3,233,403 | | | | 495,541 | | | | | | | | | | | | | | | | | | | | Net cash provided by operating activities | | | 20,881,422 | | | | 24,781,220 | | | | 42,544,317 | | | | 6,520,202 | | | | | | | | | | | | | | | | | | | |
(All amounts in thousands, except for share, per share data or otherwise noted)
The accompanying notes are an integral part of these consolidated financial statements. | | | | | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash flows from operating activities: | | | | | | | | | | | | | | | | | | | | | ) | | | | ) | | | | | | | | | Loss from discontinued operations, net of income tax | | | | ) | | | | | | | | | | | | | Adjustments to reconcile net income/(loss) to net cash provided by operating activities: | | | | | | | | | | | | | | | | | Depreciation and amortization | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (Gains)/losses from disposal of property, equipment and software | | | | | | | | ) | | | | | | | | | | | | | ) | | | | ) | | | | | | | | | Amortization of discounts and issuance costs of the unsecured senior notes | | | | | | | | | | | | | | | | | Impairment of goodwill and intangible assets | | | | | | | | | | | | | | | | | Impairment of investments | | | | | | | | | | | | | | | | | Fair value change of long-term investments | | | | | | | | | | | | ) | | | | ) | Gain from business and investment disposals | | | | ) | | | | ) | | | | ) | | | | ) | Gain on sale of development properties | | | | | | | | | | | | ) | | | | ) | Share of results of equity investees | | | | | | | | | | | | | | | | | Foreign exchange (gains)/losses | | | | ) | | | | | | | | ) | | | | ) | Changes in operating assets and liabilities: | | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | | | | | | | | | ) | | | | ) | | | | ) | | | | ) | | | | | ) | | | | ) | | | | ) | | | | ) | Prepayments and other current assets | | | | ) | | | | ) | | | | | | | | | Operating lease right-of-use assets | | | | | | | | | | | (1,407,345 | ) | | | (202,152 | ) | Amount due from related parties | | | | | | | | | | | | ) | | | | ) | | | | | ) | | | | | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | Accrued expenses and other current liabilities | | | | | | | | | | | | | | | | | Operating lease liabilities | | | | | | | | | | | 1,521,635 | | | | 218,569 | | Amount due to related parties | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by continuing operating activities | | | | | | | | | | | | | | | | | Net cash used in discontinued operating activities | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by operating activities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Consolidated Statements of Cash Flows | | | | | | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash flows from investing activities: | | | | | | | | | | | | | | | | | Purchase of short-term investments | | | (2,518,000 | ) | | | (24,501,345 | ) | | | (60,746,562 | ) | | | (9,309,818 | ) | Maturity of short-term investments | | | 9,053,087 | | | | 2,018,324 | | | | 25,148,440 | | | | 3,854,167 | | Purchases of long-term time deposits | | | — | | | | — | | | | (5,000,000 | ) | | | (766,284 | ) | Purchases of investment securities | | | (4,562,283 | ) | | | (770,818 | ) | | | (1,121,545 | ) | | | (171,884 | ) | Cash received from disposal of investment securities | | | 317,975 | | | | 1,009,088 | | | | 9,138,962 | | | | 1,400,607 | | Prepayments and investments in equity investees | | | (17,398,204 | ) | | | (10,508,432 | ) | | | (16,938,995 | ) | | | (2,596,015 | ) | Cash received from disposal of equity investment | | | 1,606,338 | | | | 3,606,308 | | | | 1,092,009 | | | | 167,358 | | Cash paid for loan originations | | | (36,432,214 | ) | | | (43,560,458 | ) | | | (60,304,123 | ) | | | (9,242,011 | ) | Cash received from loan repayments | | | 38,984,140 | | | | 44,592,432 | | | | 60,879,128 | | | | 9,330,135 | | Purchase of property, equipment and software | | | (9,743,453 | ) | | | (2,597,069 | ) | | | (3,370,165 | ) | | | (516,500 | ) | Purchase of intangible assets | | | (130,797 | ) | | | (41,449 | ) | | | (19,361 | ) | | | (2,967 | ) | Purchase of land use rights | | | (4,136,305 | ) | | | (1,039,106 | ) | | | (1,518,259 | ) | | | (232,683 | ) | Cash paid for construction in progress | | | (7,358,939 | ) | | | (5,321,968 | ) | | | (7,549,109 | ) | | | (1,156,952 | ) | Cash received from sale of development properties | | | — | | | | 7,905,251 | | | | 4,786,884 | | | | 733,622 | | Cash paid for business combinations, net of cash acquired | | | (19,578 | ) | | | (41,380 | ) | | | 671,356 | | | | 102,890 | | Loans (provided to)/settled by JD Digits | | | 6,259,241 | | | | 4,148,796 | | | | (2,341,767 | ) | | | (358,891 | ) | Other investing activities | | | — | | | | (247,531 | ) | | | (617,481 | ) | | | (94,634 | ) | | | | | | | | | | | | | | | | | | | Net cash used in investing activitie s | | | (26,078,992 | ) | | | (25,349,357 | ) | | | (57,810,588 | ) | | | (8,859,860 | ) | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Statements of Cash Flows | | | | | | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash flows from financing activities: | | | | | | | | | | | | | | | | | Proceeds from issuance of ordinary shares | | | 3,531,870 | | | | — | | | | 31,341,555 | | | | 4,803,303 | | Repurchase of ordinary shares | | | (205,886 | ) | | | (131,010 | ) | | | (311,776 | ) | | | (47,782 | ) | Proceeds from issuance of ordinary shares pursuant to share-based awards | | | 48,555 | | | | 112,153 | | | | 235,889 | | | | 36,152 | | Proceeds from issuance of convertible redeemable preferred shares of JD Logistics | | | 15,958,792 | | | | 0— | | | | 443,039 | | | | 67,899 | | Capital injection from non-controlling interest shareholders | | | 805,561 | | | | 6,648,761 | | | | 34,578,794 | | | | 5,299,431 | | Proceeds from short-term borrowings | | | 1,179,422 | | | | 5,803,800 | | | | 14,765,536 | | | | 2,262,917 | | Repayment of short-term borrowings | | | (1,200,000 | ) | | | (5,969,768 | ) | | | (16,581,632 | ) | | | (2,541,246 | ) | Proceeds from long-term borrowings | | | 2,890,575 | | | | 0— | | | | — | | | | — | | Repayment of long-term borrowings | | | — | | | | — | | | | (123,296 | ) | | | (18,896 | ) | Proceeds from unsecured senior notes | | | — | | | | — | | | | 6,803,716 | | | | 1,042,715 | | Repurchase of unsecured senior notes | | | — | | | | — | | | | (72,326 | ) | | | (11,084 | ) | Repayment of nonrecourse securitization debt | | | (11,960,194 | ) | | | (3,886,227 | ) | | | — | | | | — | | Other financing activities | | | 171,233 | | | | (5,242 | ) | | | (7,904 | ) | | | (1,211 | ) | | | | | | | | | | | | | | | | | | | Net cash provided by financing activities | | | 11,219,928 | | | | 2,572,467 | | | | 71,071,595 | | | | 10,892,198 | | | | | | | | | | | | | | | | | | | | Effect of exchange rate changes on cash, cash equivalents, and restricted cash | | | 1,681,163 | | | | 405,891 | | | | (5,082,380 | ) | | | (778,908 | ) | | | | | | | | | | | | | | | | | | | Net increase in cash, cash equivalents, and restricted cash | | | 7,703,521 | | | | 2,410,221 | | | | 50,722,944 | | | | 7,773,632 | | Cash, cash equivalents, and restricted cash at beginning of year | | | 29,798,537 | | | | 37,502,058 | | | | 39,912,279 | | | | 6,116,824 | | | | | | | | | | | | | | | | | | | | | Cash, cash equivalents, and restricted cash at end of year, including cash and cash equivalents classified within assets held for sale | | | 37,502,058 | | | | 39,912,279 | | | | 90,635,223 | | | | 13,890,456 | | | Less: cash, cash equivalents, and restricted cash classified within assets held for sale at end of year | | | — | | | | — | | | | 115,918 | | | | 17,765 | | | | | | | | | | | | | | | | | | | | Cash, cash equivalents, and restricted cash at end of year | | | 37,502,058 | | | | 39,912,279 | | | | 90,519,305 | | | | 13,872,691 | | | | | | | | | | | | | | | | | | | | Supplemental disclosure of cash flow information: | | | | | | | | | | | | | | | | | Cash paid for income taxes | | | (666,305 | ) | | | (807,622 | ) | | | (1,190,062 | ) | | | (182,385 | ) | | | | (421,035 | ) | | | (679,120 | ) | | | (1,019,932 | ) | | | (156,311 | ) | Supplemental disclosures of non-cash investing and financing activities: | | | | | | | | | | | | | | | | | Issuance of ordinary shares in connection with strategic cooperation agreement with Tencent | | | — | | | | 759,195 | | | | 549,433 | | | | 84,204 | | Equity investments obtained through commitment of future services and contribution of certain business | | | 181,228 | | | | 2,370,807 | | | | — | | | | — | | assets acquired under operating leases | | | — | | | | 4,860,770 | | | | 10,677,689 | | | | 1,636,427 | | Acquisition of equity interest in Jiangsu Five Star by loan conversion | | | — | | | | — | | | | 1,024,946 | | | | 157,080 | | Acquisition of equity interest in Kuayue Express by issuance of ordinary shares of JD Logistics | | | — | | | | — | | | | 115,856 | | | | 17,756 | |
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Statements of Cash Flows
(All amounts in thousands, except for share, per share data or otherwise noted)
| | | | | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash flows from investing activities: | | | | | | | | | | | | | | | | | Purchase of short-term investments | | | | ) | | | | ) | | | | ) | | | | ) | Maturity of short-term investments | | | | | | | | | | | | | | | | | Purchases of investment securities | | | | ) | | | | ) | | | | ) | | | | ) | Cash received from disposal of investment securities | | | | | | | | | | | | | | | | | Cash paid for investments in equity investees | | | | ) | | | | ) | | | | ) | | | | ) | Cash received from disposal of equity investment | | | | | | | | | | | | | | | | | Cash paid for loan originations | | | | ) | | | | ) | | | | ) | | | (6,257,068 | ) | Cash received from loan repayments | | | | | | | | | | | | | | | | | Purchase of property, equipment and software | | | | ) | | | | ) | | | | ) | | | | ) | Purchase of intangible assets | | | | ) | | | | ) | | | | ) | | | | ) | Purchase of land use rights | | | | ) | | | | ) | | | | ) | | | | ) | Cash paid for construction in progress | | | | ) | | | | ) | | | | ) | | | | ) | Cash received from sale of development properties | | | | | | | | | | | | | | | | | Cash paid for business combination, net of cash acquired | | | | ) | | | | ) | | | | ) | | | | ) | Loans (provided to)/settled by JD Digits | | | | ) | | | | | | | | | | | | | Proceeds from JD Digits reorganization (Note 6) | | | | | | | | | | | | | | | | | Other investing activities | | | | | | | | | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | Net cash used in continuing investing activities | | | | ) | | | | ) | | | | ) | | | | ) | Net cash used in discontinued investing activities | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash used in investing activities | | | | ) | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Statements of Cash Flows
(All amounts in thousands, except for share, per share data or otherwise noted)
| | | | | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | Cash flows from financing activities: | | | | | | | | | | | | | | | | | Proceeds from issuance of ordinary shares | | | | | | | | | | | | | | | | | Repurchase of ordinary shares | | | | | | | (205,886 | ) | | | | ) | | | | ) | Proceeds from settlement of capped call options | | | | | | | | | | | | | | | | | Proceeds from issuance of ordinary shares pursuant to | | | | | | | | | | | | | | | | | Proceeds from issuance of convertible redeemable preferred shares of JD Logistics, net | | | | | | | | | | | | | | | | | Capital injection from non-controlling interest shareholders | | | | | | | | | | | | | | | | | Proceeds from short-term borrowings | | | | | | | | | | | | | | | | | Repayment of short-term borrowings | | | | ) | | | | ) | | | | ) | | | | ) | Proceeds from long-term borrowings | | | | | | | | | | | | | | | | | Proceeds from nonrecourse securitization debt | | | | | | | | | | | | | | | | | Repayment of nonrecourse securitization debt | | | | ) | | | | ) | | | | ) | | | | ) | O ther financing activities | | | | | | | | | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | Net cash provided by continuing financing activities | | | | | | | | | | | | | | | | | Net cash provided by discontinued financing activities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by financing activities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Effect of exchange rate changes on cash, cash equivalents, and restricted cash | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net increase in cash, cash equivalents, and restricted cash | | | | | | | | | | | | | | | | | Cash, cash equivalents, and restricted cash at beginning of year | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash, cash equivalents, and restricted cash at end of year | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Supplemental cash flow disclosures of continuing operations: | | | | | | | | | | | | | | | | | Cash paid for income taxes | | | | ) | | | | ) | | | | ) | | | | ) | | | | | ) | | | | ) | | | | ) | | | | ) | Supplemental disclosures of non-cash investing and financing activities: | | | | | | | | | | | | | | | | | Issuance of ordinary shares in connection with strategic cooperation agreement with Tencent | | | | | | | | | | | | | | | | | Equity investments obtained through commitment of future services and contribution of certain business | | | | | | | | | | | | | | | | | | Right-of-use assets acquired under operating leases | | | — | | | | — | | | | 4,860,770 | | | | 698,206 | |
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Statements of Changes in Shareholders’ Equity (All amounts in thousands, except for share, per share data or otherwise noted)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accumulated other
comprehensive
income/(loss) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2016 | | | | | | | | | | | | ) | | | | ) | | | | | | | | | | | | | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Repurchase of ordinary shares | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accretion of redeemable non-controlling interests | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | | | | | | | | | | | | ) | Exercise of share-based awards | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | | | | | | | | | | | | | Share-based compensation and vesting of share-based awards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | ) | Foreign currency translation adjustment s | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | | | | ) | Net change in unrealized gains on securities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | Change of the capital from non-controlling interest shareholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Gain from JD Digits reorganization | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2017 | | | | | | | | | | | | ) | | | | ) | | | | | | | | | | | | | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cumulative effect of changes in accounting principles related to revenue recognition and financial instruments | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | | | | | Issuance of ordinary shares | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Repurchase of ordinary shares | | | | | | | | | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | ) | Accretion of convertible redeemable interests | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | ) | Exercise of share-based awards | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | | | | | | | | | | | | | Share-based compensation and vesting of share-based awards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | ) | | | | ) | Foreign currency translation adjustment s | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net change in unrealized gains on available-for-sale debt securities | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | Change of the capital from non-controlling interest shareholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Share of changes in the equity investee’s capital accounts | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2018 | | | | | | | | | | | | ) | | | | ) | | | | | | | | | | | | | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of ordinary shares | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Repurchase of ordinary shares | | | | | | | | | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | ) | Accretion of convertible redeemable non-controlling interests | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | ) | Exercise of share-based awards | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | | | | | | | | ) | | | | | Share-based compensation and vesting of share-based awards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | | Foreign currency translation adjustment s | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net change in unrealized gains on available-for-sale debt securities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | Change of the capital from non-controlling interest shareholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Share of changes in the equity investee’s capital accounts | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2019 | | | | | | | | | | | | ) | | | | ) | | | | | | | | | | | | | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accumulated other
comprehensive
income/(loss) | | | Retained
earnings/(accumulated
deficit) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2017 | | | 2,938,708,899 | | | | 377 | | | | (86,045,470 | ) | | | (4,457,608 | ) | | | 76,254,607 | | | | 635,966 | | | | 1,842,081 | | | | (22,234,609 | ) | | | 347,889 | | | | 52,388,703 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cumulative effect of changes i n accounting principles related to revenue recognition and financial instruments | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (1,156,642 | ) | | | 1,452,607 | | | | — | | | | 295,965 | | Issuance of ordinary shares | | | 27,106,948 | | | | 3 | | | | — | | | | — | | | | 3,531,867 | | | | — | | | | — | | | | — | | | | — | | | | 3,531,870 | | Repurchase of ordinary shares | | | — | | | | — | | | | (2,792,400 | ) | | | (205,886 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (205,886 | ) | Accretion of convertible redeemable non-controlling interests | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (2,492 | ) | | | — | | | | (2,492 | ) | Exercise of share-based awards | | | — | | | | — | | | | 1,077,036 | | | | 67,982 | | | | (30,792 | ) | | | — | | | | — | | | | — | | | | — | | | | 37,190 | | Share-based compensation and vesting of share-based awards | | | — | | | | — | | | | 16,241,342 | | | | 811,783 | | | | 2,447,238 | | | | — | | | | — | | | | — | | | | 400,968 | | | | 3,659,989 | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (2,489,141 | ) | | | (311,409 | ) | | | (2,800,550 | ) | Foreign currency translation adjustments | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,696,784 | | | | — | | | | — | | | | 2,696,784 | | Net change in unrealized gains on debt securities | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (23,127 | ) | | | — | | | | — | | | | (23,127 | ) | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 764,446 | | | | — | | | | (764,446 | ) | | | — | | | | — | | Change of the capital from non-controlling interest shareholders | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 658,439 | | | | 658,439 | | Share of changes in the equity investee’s capital accounts | | | — | | | | — | | | | — | | | | — | | | | 629,975 | | | | — | | | | — | | | | — | | | | — | | | | 629,975 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2018 | | | 2,965,815,847 | | | | 380 | | | | (71,519,492 | ) | | | (3,783,729 | ) | | | 82,832,895 | | | | 1,400,412 | | | | 3,359,096 | | | | (24,038,081 | ) | | | 1,095,887 | | | | 60,866,860 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of ordinary shares | | | 8,127,302 | | | | 1 | | | | — | | | | — | | | | 759,194 | | | | — | | | | — | | | | — | | | | — | | | | 759,195 | | Repurchase of ordinary shares | | | — | | | | — | | | | (1,871,696 | ) | | | (131,010 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (131,010 | ) | Accretion of convertible redeemable non-controlling interests | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (3,100 | ) | | | — | | | | (3,100 | ) | Exercise of share-based awards | | | — | | | | — | | | | 3,299,962 | | | | 210,336 | | | | (79,352 | ) | | | — | | | | — | | | | — | | | | (10,547 | ) | | | 120,437 | | Share-based compensation and vesting of share-based awards | | | — | | | | — | | | | 20,463,340 | | | | 1,174,237 | | | | 1,948,609 | | | | — | | | | — | | | | — | | | | 572,109 | | | | 3,694,955 | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 12,187,255 | | | | (297,163 | ) | | | 11,890,092 | | Foreign currency translation adjustments | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 749,865 | | | | — | | | | 43,806 | | | | 793,671 | | Net change in unrealized gains on available-for-sale debt | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 54,186 | | | | — | | | | — | | | | 54,186 | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 58,753 | | | | — | | | | (58,753 | ) | | | — | | | | — | | Change of the capital from non-controlling interest shareholders | | | — | | | | — | | | | — | | | | — | | | | 5,228,721 | | | | — | | | | — �� | | | | — | | | | 1,399,785 | | | | 6,628,506 | | Share of changes in the equity investee’s capital accounts | | | — | | | | — | | | | — | | | | — | | | | (13,945 | ) | | | — | | | | — | | | | — | | | | — | | | | (13,945 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2019 | | | 2,973,943,149 | | | | 381 | | | | (49,627,886 | ) | | | (2,530,166 | ) | | | 90,676,122 | | | | 1,459,165 | | | | 4,163,147 | | | | (11,912,679 | ) | | | 2,803,877 | | | | 84,659,847 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of ordinary shares | | | 155,850,684 | | | | 23 | | | | — | | | | — | | | | 31,863,739 | | | | — | | | | — | | | | — | | | | — | | | | 31,863,762 | | Repurchase of ordinary shares | | | — | | | | — | | | | (2,382,740 | ) | | | (311,776 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (311,776 | ) | Accretion of convertible redeemable non-controlling interests | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (6,641 | ) | | | — | | | | (6,641 | ) | Exercise of share-based awards | | | — | | | | — | | | | 5,073,294 | | | | 334,583 | | | | (114,220 | ) | | | — | | | | — | | | | — | | | | (11,153 | ) | | | 209,210 | | Share-based compensation and vesting of share-based awards | | | — | | | | — | | | | 20,642,538 | | | | 1,289,136 | | | | 1,775,012 | | | | — | | | | — | | | | — | | | | 1,091,785 | | | | 4,155,933 | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 49,411,864 | | | | (74,618 | ) | | | 49,337,246 | | Foreign currency translation adjustments | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (7,656,413 | ) | | | — | | | | (298,428 | ) | | | (7,954,841 | ) | Net change in unrealized losses on debt securities | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (54,802 | ) | | | — | | | | — | | | | (54,802 | ) | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 74,111 | | | | — | | | | (74,111 | ) | | | — | | | | — | | Change of the capital from non-controlling interest shareholders | | | — | | | | — | | | | — | | | | — | | | | 23,547,685 | | | | — | | | | — | | | | — | | | | 11,326,308 | | | | 34,873,993 | | Acquisition of subsidiaries | | | — | | | | — | | | | — | | | | — | | | | 529,536 | | | | — | | | | — | | | | — | | | | 2,104,842 | | | | 2,634,378 | | Share of changes in the equity investee’s capital accounts | | | — | | | | — | | | | — | | | | — | | | | (574,233 | ) | | | — | | | | — | | | | — | | | | — | | | | (574,233 | ) | Conversion of profit sharing right in JD Digits | | | — | | | | — | | | | — | | | | — | | | | 5,653,832 | | | | — | | | | — | | | | — | | | | — | | | | 5,653,832 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2020 | | | 3,129,793,833 | | | | 404 | | | | (26,294,794 | ) | | | (1,218,223 | ) | | | 153,357,473 | | | | 1,533,276 | | | | (3,548,068 | ) | | | 37,418,433 | | | | 16,942,613 | | | | 204,485,908 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements. Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
1. Principal activities and organization JD.com, Inc. (the “Company”) is a leading technology driven e-commerce company transforming to become the leading supply chain based technology and service provider, providing products and services to consumers, third-party merchants, suppliers and other business partners through its subsidiaries, consolidated variable interest entities (“VIEs”) (collectively, the “Group”). The Group operates e-commerce business, including online retail and online marketplace mainly through its retail mobile apps and www.jd.com website (collectively, “JD Platform”). The Group serves consumers through online retail, focusing on product selection, price and convenience, serves third-party merchants through online marketplace, offering programs that enable the merchants to sell their products on JD Platform and to fulfill the orders either by themselves or through the Group’s logistic services. Leveraging its AI capabilities and technologies, the Group provides a variety of marketing services to business partners through its proprietary advertisement technology platform. Leveraging its nationwide fulfillment infrastructure, the Group provides comprehensiveintegrated supply chain solutions and logistics services, primarily including warehousing transportation, delivery and after-sales servicedistribution services, express and freight services and other value-added services to third parties, including both third-party merchants and suppliers on JD Platform and other business partners, through the Group’s logistics business (“JD Logistics”). Prior to June 2017, the Group offered financial services to its suppliers, third-party merchants and qualified individual customers through the Group’s finance business (“JD Digits”, formerly known as “JD Finance”), which was deconsolidated from the Group since June 30, 2017 as a result of the reorganization of JD Digits. Upon the reorganization of JD Digits, the Group disposed all its equity stake in JD Digits and was entitled to a profit sharing right from JD Digits when JD Digits has a positive pre-tax income on a cumulative basis. In addition, the Group would be able to convert its profit sharing right with respect to JD Digits into JD Digits’s equity interest, subject to applicable regulatory approvals (Note 6).
In 2018, the Group established JD Smart Property ManagementDevelopment Group (“JD Property”), the infrastructure asset management and integrated service platform of the Group, which owns, develops and manages the Group’s logistics facilities and other real estate properties, to support JD Logistics and other third parties. By leveraging its fund management platform, JD Property can realize development profits and recycle capital from maturedevelopment properties to fund new developments and scale the business. On June 18, 2020, the Company completed its global offering and the Company’s shares have been listed on the Main Board of The Stock Exchange of Hong Kong Limited (“HKEX”) under the stock code “9618”. The Company issued 152,912,100 Class A ordinary shares, including the exercise of the over-allotment option, at Hong Kong Dollar (“HK$”) 226 per share. Net proceeds from the global offering after deducting underwriting commissions, share issuance costs and offering expenses approximately amounted to RMB31.3 billion. On December 8, 2020, JD Health International Inc. (“JD Health”), the Group’s healthcare subsidiary, completed its initial public offering (“IPO”) and JD Health’s shares have been listed on the Main Board of the HKEX under the stock code “6618” (“JD Health IPO”). JD Health issued 439,185,000 ordinary shares, including the exercise of the over-allotment option, at HK$70.58 per share. Net proceeds from the JD Health IPO after deducting underwriting commissions, share issuance costs and offering expenses approximately amounted to RMB25.7 billion. The Group’s principal operations and geographic markets are in the People’s Republic of China (“PRC”). The accompanying consolidated financial statements include the financial statements of the Company, its subsidiaries and consolidated VIEs. As of December 31, 2019,2020, the Company’s major subsidiaries, consolidated VIEs and consolidated VIEs’ subsidiaries are as follows: F-14
Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
1. Principal activities and organization (Continued) | | | | | | | | | | | | | | Place and date of incorporation | | | | | | | | | | | | | | | | Place and date of incorporation
| | | | | | | | | | | Beijing Jingdong Century Trade Co., Ltd. (“Jingdong Century”) | | | | | | | Beijing, China, April 2007 | | Jiangsu Jingdong Information Technology Co., Ltd. | | | | | | | Jiangsu, China, June 2009 | | Shanghai Shengdayuan Information Technology Co., Ltd. (“Shanghai Shengdayuan”) | | | | | | | Shanghai, China, April 2011 | | JD Logistics Holding Limited (formerly known as Jingdong E-Commerce (Express) Hong Kong Co., Ltd. ) | | | 79% | | | | Hong Kong, China, August 2011 | | Jingdong Technology Group Corporation | | | | | | | Cayman Islands, November 2011 | | JD Property Group Corporation (formerly known as Jingdong Logistics Group CorporationCorporation) | | | | | | | Cayman Islands, January 2012 | | JD Logistics, Inc. (formerly known as Jingdong Express Group Corporation (“Jingdong Express”)Corporation) | | | 79% | | | | Cayman Islands, January 2012 | | JD.com E-Commerce (Technology) Hong Kong Co., Ltd. | | | | | | | Hong Kong, China, February 2012 | | JD Property Hong Kong Co., Ltd. (formerly known as Jingdong E-Commerce (Logistics) Hong Kong Co., Ltd. ) | | | | | | | Hong Kong, China, February 2012 | | Jingdong E-Commerce (Trade) Hong Kong Co., Ltd. | | | | | | | Hong Kong, China, February 2012 | | JD.com International Limited | | | | | | | Hong Kong, China, February 2012 | | Beijing Jingdong Shangke Information Technology Co., Ltd. (“Beijing Shangke”) | | | | | | | Beijing, China, March 2012 | | JD.com E-Commerce (Investment) Hong Kong Co., Ltd.
Ltd. | | | | | | | Hong Kong, China, July 2013 | | JD.com American Technologies Corporation | | | | | | | Delaware, USA, August 2013 | | Chongqing Jingdong Haijia E-commerce Co., Ltd. (“Chongqing Haijia”) | | | | | | | Chongqing, China, June 2014 | | JD.com Overseas Innovation Limited | | | | | | | Hong Kong, China, October 2014 | | JD.com International (Singapore) Pte. Ltd.Limited | | | | | | | | | JD.com Investment Limited | | | | | | | British Virgin Islands, January 2015 | | JD Asia Development Limited | | | | | | | British Virgin Islands, February 2015 | | JD.com Asia Investment Corporation | | | | | | | Cayman Islands, March 2015 | | Suqian Hanbang Investment Management Co., Ltd.
Ltd. | | | | | | | Jiangsu, China, January 2016 | | Xi’an Jingxundi Supply Chain Technology Co., Ltd. (“Xi’an Jingxundi”) | | | 79% | | | | | | Xi’an Jingdong Xuncheng Logistics Co., Ltd. | | | 79% | | | | Shaanxi, China, June 2017 | | Jingdong Express International Limited
| | | | | | | British Virgin Islands, November 2017
| | Beijing Jinghong Logistics Co., Ltd. | | | 79% | | | | Beijing, China, November 2017 | | JD Assets Holding Limited | | | | | | | Cayman Islands, March 2018 | | JD Property Holding Limited (formerly known as JD Logistics Holding LimitedLimited) | | | | | | | Cayman Islands, March 2018 | | Beijing Wodong Tianjun Information Technology Co., Ltd. | | | 100% | | | | Beijing, China, May 2018 | | JD Health International Inc. | | | 67% | | | | Cayman Islands, November 2018 | | | | | | | | | British Virgin Islands, April 2019 | | Jingdong Logistics Supply Chain Co., Ltd. | | | 79% | | | | Jiangsu, China, June 2020 | | | Jingdong Five Star Appliance Group Co., Ltd. (formerly known as Jiangsu Five Star Appliance Co., Ltd.) (“Jiangsu Five Star”) | | | 100% | | | | Jiangsu, China, December 1998 | | | | | | | | | | | | | | | Place and date of incorporation
| | | | | | | | | | | Beijing Jingdong 360 Degree E-commerce Co., Ltd. (“Jingdong 360”) | | | | | | | Beijing, China, April 2007 | | Jiangsu Yuanzhou E-commerce Co., Ltd. (“Jiangsu Yuanzhou”) | | | | | | | Jiangsu, China, September 2010 | | Jiangsu Jingdong Bangneng Investment Management Co., Ltd. (“Jingdong Bangneng”) | | | | | | | Jiangsu, China, August 2015 | | Xi’an Jingdong Xincheng Information Technology Co., Ltd. (“Xi’an Jingdong Xincheng”) | | | | | | | Shaanxi, China, June 2017 | | Consolidated VIEs’ Subsidiaries | | | | | | | | | | | | Beijing Jingbangda Trade Co., Ltd. (“Beijing Jingbangda”) | | | | | | | Beijing, China, August 2012 | | Hengqin Junze Management Consulting Co., Ltd.
| | | | | | | Guangdong, China, April 2017
| | Suqian Jingdong Mingfeng Enterprise Management Co., Ltd. | | | | | | | Jiangsu, China, July 2017 | | Suqian Jingdong Jinyi Enterprise Management Co., Ltd. | | | | | | | Jiangsu, China, August 2017 | | Suqian Jingdong Sanhong Enterprise Management Center (limited partnership)(L.P.) | | | | | | | | | | Jiangsu, China, August 2017 | |
Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
1. Principal activities and organization (Continued) The Company was incorporated in the British Virgin Islands (“BVI”) in November 2006 and was re-domiciled in the Cayman Islands in January 2014 as an exempted company registered under the laws of the Cayman Islands. In April 2007, and May 2017 and June 2019, the Company established Jingdong Century, and Xi’an Jingxundi and Beijing Jingdong Jiankang Co., Ltd. (“Jingdong Jiankang”) as wholly foreign-owned enterprises in the PRC, respectively. In April 2007, September 2010, August 2015, June 2017 and June 2017,2019, Jingdong 360, Jiangsu Yuanzhou, Jingdong Bangneng, and Xi’an Jingdong Xincheng and Suqian Jingdong Tianning Jiankang Technology Co., Ltd. (“Suqian Jingdong Tianning”) were incorporated in the PRC, respectively. The paid-in capital of each of these entities was funded by the Company, and they were established to facilitate the Group’s operation and business expansion plans and comply with the PRC laws and regulations which prohibit or restrict foreign ownership of the companies where the PRC operating licenses are required. By entering into a series of agreements, Jingdong 360, Jiangsu Yuanzhou and Jingdong Bangneng became VIEs of Jingdong Century, and Xi’an Jingdong Xincheng became a VIE of Xi’an Jingxundi.Jingxundi and Suqian Jingdong Tianning became a VIE of Jingdong Jiankang. Consequently, Jingdong Century became the primary beneficiary of Jingdong 360, Jiangsu Yuanzhou and Jingdong Bangneng, and Xi’an Jingxundi became the primary beneficiary of Xi’an Jingdong Xincheng.Xincheng and Jingdong Jiankang became the primary beneficiary of Suqian Jingdong Tianning. In June 2017, Beijing Jingbangda became the subsidiary of Xi’an Jingdong Xincheng and changed from the Company’s subsidiary to the Company’s consolidated VIE’s subsidiary. • Consolidated variable interest entities In order to comply with the PRC laws and regulations which prohibit or restrict foreign control of companies involved in provision of internet content and other restricted businesses, the Group operates its websites and other restricted businesses in the PRC through certain PRC domestic companies, whose equity interests are held by certain management members of the Groupindividuals (“Nominee Shareholders”). The Group obtained control over these PRC domestic companies by entering into a series of Contractual Arrangementscontractual arrangements with these PRC domestic companies and their respective Nominee Shareholders. These contractual agreements are substantially similar in key aspects governing the contractual arrangements with a variable interest entity of the Group, include loan agreements, exclusive purchase option agreements, exclusive technology consulting and services agreements or exclusive business cooperation agreements, as applicable, intellectual property rights license agreement, equity pledge agreements, powers of attorney, business cooperation agreement and business operationoperations agreements. These contractual agreements can be extended at the Group’s relevant PRC subsidiaries’ options prior to the expiration date. Management concluded that these PRC domestic companies are consolidated VIEs of the Group, of which the Group is the ultimate primary beneficiary. As such, the Group consolidated the financial results of these PRC domestic companies and their subsidiaries in the Group’s consolidated financial statements. Refer to Note 2(b) to the consolidated financial statements for the principles of consolidation. The following is a summary of the contractual agreements (collectively, “Contractual Agreements”) that the Group, through its subsidiaries, entered into with the consolidated VIEs and their Nominee Shareholders: Pursuant to the relevant loan agreements, the Group’s relevant PRC subsidiaries have granted interest-free loans to the relevant Nominee Shareholders of the VIEs with the sole purpose of providing funds necessary for the capital injection to the relevant VIEs. The loans for initial and subsequent capital injections are eliminated with the capital of the relevant VIEs during consolidation. The Group’s relevant PRC subsidiaries can require the Nominee Shareholders to settle the loan amount with the equity interests of relevant VIEs, subject to any applicable PRC laws, rules and regulations. The loan agreements are renewable upon expiration.
Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
1. Principal activities and organization (Continued) • Exclusive purchase option agreements The Nominee Shareholders of the VIEs have granted the Group’s relevant PRC subsidiaries the exclusive and irrevocable rights to purchase from the Nominee Shareholders, to the extent permitted under the PRC laws and regulations, part or all of the equity interests in these entities for a purchase price equal to the lowest price permitted by the PRC laws and regulations. The Group’s relevant PRC subsidiaries may exercise such option at any time. In addition, the VIEs and their Nominee Shareholders have agreed that without prior written consent of the Group’s relevant PRC subsidiaries, they will not transfer or otherwise dispose the equity interests or declare any dividend. • Exclusive technology consulting and services agreements or exclusive business cooperation agreements The Group’s relevant PRC subsidiaries and relevant VIEs entered into exclusive technology consulting and services agreements or exclusive business cooperation agreements, as applicable, under which relevant VIEs engage the Group’s relevant PRC subsidiaries as their exclusive provider of technical platform and technical support, business support, maintenance and other services. The VIEs shall pay to the Group’s relevant PRC subsidiaries service fees determined based on the volume and market price of the service provided. TheAll the benefits and interests generated from the agreements, including but not limited to intellectual property rights,know-how and trade secrets, will be the Group’s relevant PRC subsidiaries exclusively own any intellectual property arising from the performance of the agreements. subsidiaries’ sole and exclusive rights. During the term of the agreements, the relevant VIEs may not enter into any agreement with third parties for the provision of identical or similar services without prior consent of the Group��sGroup’s relevant PRC subsidiaries. • Intellectual property rights license agreement Pursuant to the intellectual property rights license agreement, Jingdong Century has granted Jingdong 360 non-exclusive rights to use certain software products, trademarks, website, copyrights, and domain names developed or owned by Jingdong Century within the scope of internet information service operation of Jingdong 360 and in the territory of the PRC. Jingdong 360 has agreed to pay license fees to Jingdong Century and the amount of the license fees is decided based on the agreed arrangement. • Equity pledge agreements Pursuant to the relevant equity pledge agreements, the Nominee Shareholders of the VIEs have pledged all of their equity interests in relevant VIEs to the Group’s relevant PRC subsidiaries as collateral for all of their payments due to the Group’s relevant PRC subsidiaries and to secure their obligations under the above agreements. The Nominee Shareholders may not transfer or assign the equity interests, the rights and obligations in the equity pledge agreements or create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Group’s relevant PRC subsidiaries without the Group’s relevant PRC subsidiaries’ preapproval. The Group’s relevant PRC subsidiaries are entitled to transfer or assign in full or in part the equity interests pledged. In the event of default, the Group’s relevant PRC subsidiaries as the pledgee, will be entitled to request immediate repayment of the loans or to dispose of the pledged equity interests through transfer or assignment. The equity pledge agreements will expire on the second anniversary of the date when the Nominee Shareholders have completed all their obligations under the above agreements unless otherwise terminated earlier by the Group’s relevant PRC subsidiaries. F-17
Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
1. Principal activities and organization (Continued) Pursuant to the irrevocable powers of attorney, each of the Nominee Shareholders appointed any person designated by the Group’s relevant PRC subsidiaries as their to exercise all shareholder rights under the PRC laws and the relevant articles of association, including but not limited to, voting on their behalf on all matters requiring shareholder approval, disposing of all or part of the Nominee Shareholders’ equity interests, and electing, appointing or removing directors and the general managers of the VIEs. Each power of attorney will remain in force during the period when the Nominee Shareholders continue to be the shareholders of the VIEs. Each of the Nominee Shareholders has waived all the rights which have been authorized to the person designated by the Group’s relevant PRC subsidiaries under each power of attorney. • Business cooperation agreement Pursuant to the business cooperation agreement, Jingdong 360 has agreed to provide services to Jingdong Century and Shanghai Shengdayuan including operating the Group’s website, posting Jingdong Century’s and Shanghai Shengdayuan’s products and services information on the website, transmitting the users’ orders and transactions information to Jingdong Century and Shanghai Shengdayuan, processing user data and transactions in collaboration with banks and payment agents and other services reasonably requested by Jingdong Century and Shanghai Shengdayuan. Jingdong Century and Shanghai Shengdayuan agree to pay service fees to Jingdong 360 on a quarterly basis. The service fee is decided based on Jingdong 360’s operating costs incurred. • Business operation agreements Pursuant to the business operation agreements, the relevant Nominee Shareholders of the VIEs must appoint the candidates nominated by the Group’s relevant PRC subsidiaries to be the directors on the VIEs’ board of directors in accordance with applicable laws and the articles of association of the VIEs
,VIEs, and must cause the persons recommended by the Group’s relevant PRC subsidiaries to be appointed as the VIEs’ general manager, chief financial officer and other senior executives. • Risks in relations to the VIE structure The Company believes that the contractual arrangements among its subsidiaries, the VIEs and its shareholders are in compliance with the current PRC laws and legally enforceable. However, uncertainties in the interpretation and enforcement of the PRC laws, regulations and policies could limit the Company’s ability to enforce these contractual arrangements. As a result, the Company may be unable to consolidate the VIEs and its subsidiary in the consolidated financial statements. The Company’s ability to control its VIEs also depends on the authorization by the shareholders of the VIEs to exercise voting rights on all matters requiring shareholders’ approval in the VIEs. The Company believes that the agreements on authorization to exercise shareholder’sshareholders’ voting power are legally enforceable. In addition, if the legal structure and contractual arrangements with its VIEs were found to be in violation of any future PRC laws and regulations, the Company may be subject to fines or other actions. The Company believes the possibility that it will no longer be able to control and consolidate its VIEs as a result of the aforementioned risks is remote. F-18 Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
1. Principal activities and organization (Continued) The following table sets forth the assets, liabilities, results of operations and changes in cash, cash equivalents, and restricted cash of the consolidated VIEs structured by the Contractual Agreements and their subsidiaries taken as a whole, which were included in the Group’s consolidated financial statements with intercompany transactions eliminated: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | ) | | | | ) | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | Net cash provided by/(used in) operating activities | | | | | | | | ) | | | | | Net cash used in investing activities | | | | ) | | | | ) | | | | ) | Net cash provided by financing activities | | | | | | | | | | | | | | | | | | | | | | | | | | | Net increase in cash, cash equivalents, and restricted cash | | | | | | | | | | | | | Cash, cash equivalents, and restricted cash at beginning of year | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash, cash equivalents, and restricted cash at end of year | | | | | | | | | | | | | | | | | | | | | | | | | | |
As of December 31, 2017, 2018 and 2019, the total assets of the Group’s consolidated VIEs
(where(where appropriate, the term “VIEs” also refers to its subsidiaries as a whole) structured by the Contractual Agreements, which have eliminated the intercompany transactions within the consolidated VIEs:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 38,749,631 | | | | 65,593,705 | | | | | 43,734,593 | | | | 59,297,604 | |
| | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | 37,561,128 | | | | 59,306,001 | | | | 86,054,223 | | | | | (2,646,122 | ) | | | (2,268,090 | ) | | | (422,044 | ) |
| | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by/(used in) operating activities | | | (1,144,849 | ) | | | 953,673 | | | | 9,911,601 | | Net cash used in investing activities | | | (7,596,181 | ) | | | (6,450,150 | ) | | | (11,052,862 | ) | Net cash provided by financing activities | | | 8,902,074 | | | | 5,542,926 | | | | 2,659,287 | | | | | | | | | | | | | | | | Net increase in cash, cash equivalents, and restricted cash | | | 161,044 | | | | 46,449 | | | | 1,518,026 | | Cash, cash equivalents, and restricted cash at beginning of year | | | 719,160 | | | | 880,204 | | | | 926,653 | | | | | | | | | | | | | | | | Cash, cash equivalents, and restricted cash at end of year | | | 880,204 | | | | 926,653 | | | | 2,444,679 | | | | | | | | | | | | | | | |
As of December 31, 2019 and 2020, the total assets of the Group’s consolidated VIEs after eliminating the intra-company balances and transactions within the Group were RMB38,749,631,000 and RMB65,593,705,000,respectively, which were mainly consisting of cash and cash equivalents, short-term investments, accounts receivable, inventories, prepayments and other current assets, investment securities, investment in equity investees, property, equipment and software, goodwill, intangible assets, operating lease right-of-use assets and other non-current assets. As of December 31, 2017, 20182019 and 2019,2020, the total liabilities of the consolidated VIEs after eliminating the intra-company transactions within the Group were RMB21,328,216,000 and RMB32,266,366,000, respectively, which were mainly consisting of accounts payable, advance from customers, deferred revenues, accrued expenses and other current liabilities, and operating lease liabilitiesliabilities.For the years ended December 31, 2018, 2019 and liabilities to2020, the total net revenues of the Group’s other subsidiaries. These balancesconsolidated VIEs were RMB17,779,765,000, RMB26,845,232,000 and RMB36,976,185,000,respectively, which have been reflected in the Group’s consolidated financial statements with intercompanythe intra-company transactions within the Group eliminated.
Notes to the Consolidated Financial Statements 1. Principal activities and organization (Continued) In accordance with the Contractual Agreements, the Group’s relevant PRC subsidiaries have the power to direct activities of the Group’s consolidated VIEs, and can have assets transferred out of the Group’s consolidated VIEs. Therefore, the Group’s relevant PRC subsidiaries consider that there is 0
no asset in the Group’s consolidated VIEs that can be used only to settle their obligations except for registered capitals and PRC statutory reserves of the Group’s consolidated VIEs amounting to RMB1,090,876RMB3,140,310,000 as of December 31, 2019.2020. As the Group’s consolidated VIEs are incorporated as limited liability companies under the PRC Company Law, the creditors do not have recourse to the general credit of the Group’s relevant PRC subsidiaries for all the liabilities of the Group’s consolidated VIEs. The total shareholders’ deficit of the Group’s consolidated VIEs was RMB266,604, RMB2,839,693 and RMB4,984,962RMB4,984,962,000 as of December 31, 2017, 20182019, and 2019, respectively. the total shareholders’ equity of the Group’s consolidated VIEs was RMB5,570,027,000 as of December 31, 2020. Currently there is no contractual arrangement that could require the Group’s relevant PRC subsidiaries or the Group to provide additional financial support to the Group’s consolidated VIEs. As the Group is conducting certain businesses in the PRC through the consolidated VIEs, the Group may provide additional financial support on a discretionary basis in the future, which could expose the Group to a loss. The Group periodically securitizes consumer financing receivables throughPrior to June 2020, the transfer of those assets to securitization vehicles,Group’s former finance business (“JD Digits”), which was considered as variable interest entities of the Group when the Group held the subordinate tranche of such securitization vehicles. The Group consolidated such variable interest entities when the Group or any subsidiary was considered as the primary beneficiary, please refer to Note 2(v).
JD Digits, which washad been deconsolidated from the Group since June 30, 2017 as a result of
its reorganization (Note 6), iswas a VIE of the Group while the Group or any subsidiary iswas not considered the primary beneficiary. Upon the conversion of the profit sharing right into equity interests in JD Digits completed in June 2020, JD Digits is no longer a VIE of the Group (Note 8). F-20
Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
| 2. Summary of significant accounting policies
|
The consolidated financial statements of the Group have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”). Significant accounting policies followed by the Group in the preparation of the accompanying consolidated financial statements are summarized below. All amounts, except for share, per share data or otherwise noted, are rounded to the nearest thousand. b. Principles of consolidation The consolidated financial statements include the financial statements of the Company, its subsidiaries the consolidated VIEs for which the Company is the ultimate primary beneficiary. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. A consolidated VIE is an entity in which the Company, or its subsidiaries, through the Contractual Arrangements, bear the risks of, and enjoy the rewards normally associated with, ownership of the entity, and therefore the Company or its subsidiaries are the primary beneficiary of the entity. All transactions and balances among the Company, its subsidiaries the consolidated VIEs have been eliminated upon consolidation. In 2018, items related to restricted cash in the consolidated statements of cash flows for the year ended December 31, 2017Certain reclassifications have been reclassifiedmade to the prior years’ consolidated financial statements to conform to the current period presentation to facilitate comparison as a result of the adoption of Accounting Standards Update (“ASU”) 2016-18,Statement ofyear’s presentation. These reclassifications had no impact on net income, shareholders’ equity, or cash flows (Topic 230): restricted cashas previously reported.
.
d. Non-controlling interests For the Company’s consolidated subsidiaries and VIEs, non-controlling interests are recognized to reflect the portion of their equity that is not attributable, directly or indirectly, to the Company as the controlling shareholder. Non-controlling interests are classified as a separate line item in the equity section of the Group’s consolidated balance sheets and have been separately disclosed in the Group’s consolidated statements of operations and comprehensive income/(loss) to distinguish the interests from that of the Company. The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent liabilities at the balance sheet date, and the reported revenues and expenses during the reported period in the consolidated financial statements and accompanying notes. Significant accounting estimates are used for, but not limited to, returns allowance, vendor and customer incentives, determination of the stand-alone selling price (“SSP”), the valuation and recognition of share-based compensation arrangements, taxation, fair value of assets and liabilities acquired in business combinations, fair value of certain equity investees, assessment for impairment of long-lived assets, investment in equity investees, investment securities, intangible assets and goodwill, allowance for doubtful accounts including expected credit losses, inventory reserve for excess and obsolete inventories, lower of cost and net realizable value of inventories, depreciable lives of property, equipment and software, useful lives of intangible assets, the discount rate for lease, redemption value of the redeemable preferred shares and consolidation of VIEs. Actual results may differ materially from those estimates. In March 2020, the World Health Organization declared the outbreak of a disease caused by a novel strain of the coronavirus(“COVID-19”) to be a pandemic. The COVID-19 pandemic has created and may continue to create significant uncertainty in the macroeconomic environment which, in addition to other unforeseen effects of this pandemic, may adversely impact the Group’s results of operations. Due to the uncertainty and the impact on global economics conditions from the COVID-19 pandemic, certain estimates and assumptions may change in the near term. F-21
Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
2. Summary of significant accounting policies (Continued) f. Foreign currency translation The Group’s reporting currency is Renminbi (“RMB”).RMB. The functional currency of the Group’s entities incorporated in Cayman Islands, BVI, Hong Kong, Singapore and the United States of America is U.S. dollars (“US$”). The Group’s PRC subsidiaries and consolidated VIEs determined their functional currency to be RMB. The Group’s entities incorporated in the Republic of Indonesia, Japan, France, Australia and other jurisdictions generally use their respective local currencies as their functional currencies. The determination of the respective functional currency is based on the criteria of ASC Topic 830, . Transactions denominated in currencies other than functional currency are translated into functional currency at the exchange rates quoted by authoritative banks prevailing at the dates of the transactions. Exchange gains and losses resulting from those foreign currency transactions denominated in a currency other than the functional currency are recorded as a component of others, net in the consolidated statements of operations and comprehensive income/(loss). Total exchange gains/(losses) were a loss of RMB192,491,000, a gain of RMB213,482,RMB124,070,000 and a loss of RMB192,491 and a gain of RMB124,070RMB89,992,000 for the years ended December 31, 2017, 2018, 2019 and 2019,2020, respectively. The consolidated financial statements of the Group are translated from the functional currency into RMB. Assets and liabilities denominated in foreign currencies are translated into RMB using the applicable exchange rates at the balance sheet date. Equity accounts other than earnings generated in current periodyear are translated into RMB at the appropriate historical rates. Revenues, expenses, gains and losses are translated into RMB using the periodic average exchange rates. The resulting foreign currency translation adjustments are recorded in accumulated other comprehensive income/(loss) as a component of shareholders’ equity. Total foreign currency translation adjustments to the Group’s other comprehensive income/(loss) were a lossgain of RMB822,052,RMB2,696,784,000, a gain of RMB2,696,784RMB793,671,000 and a gainloss of RMB793,671RMB7,954,841,000 for the years ended December 31, 2017, 2018, 2019 and 2019,2020, respectively. g. Convenience translation Translations of the consolidated balance sheets, the consolidated statements of operations and comprehensive income/(loss) and the consolidated statements of cash flows from RMB into US$ as of and for the year ended December 31, 20192020 are solely for the convenience of the readers and were calculated at the rate of US$1.00=RMB6.9618,RMB6.5250, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on December 31, 2019.2020. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2019,2020, or at any other rate. h. Cash and cash equivalents Cash and cash equivalents consist of cash on hand, money market fund investments, time deposits, as well as highly liquid investments, which have original maturities of three months or less. Cash that is restricted as to withdrawal or for use or pledged as security is reported separately on the face of the consolidated balance sheets, and is included in the total cash, cash equivalents, and restricted cash in the consolidated statements of cash flows. The Group’s restricted cash mainly represents security deposits held in designated bank accounts for issuance of bank acceptance and letter of guarantee.
Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
2. Summary of significant accounting policies (Continued) j. Short-term investments Short-term investments include wealth management products, which are certain deposits with variable interest rates or principal not-guaranteed with certain financial institutions. For equity classified securities, the investments are recorded at fair market value with fair value change gains or losses recorded in interest income in the consolidated statements of operations and comprehensive income/(loss). The Group also holds debt classified securities, and such investments are recorded as debt securities and securities. securities are reported at fair value, with unrealized gains and losses recorded in accumulated other comprehensive income. Realized gains or losses are included in interest income in the consolidated statements of operations and comprehensive income/(loss) during the period in which the gain or loss is realized. In addition, short-term investments are also comprised of time deposits placed with banks with original maturities longer than three months but less than one year. k. Accounts receivable, net Accounts receivable net mainly represent amounts due from customers and online payment channels and are recorded net of allowance for doubtful accounts. The Group, in collaboration with JD Digits, provides consumer financing to the qualified customers in the online retail business, such consumer financing receivables are recorded as accounts receivable. Due to the legacy contractual arrangements with JD Digits, the Group remains as the legal owner of the consumer financing receivables, where JD Digits performs the related credit assessment. JD Digits is obligated to purchase the consumer financing receivables past due over certain agreed period of time from the Group at carrying values to absorb the risks, no allowance for doubtful accounts were provided. The Group, in collaboration with JD Digits, periodically securitizes consumer financing receivables through the transfer of those assets to securitization vehicles, please refer to Note 2(v)2(w). Other than the accounts receivable arising from the consumer financing, beginning on January 1, 2020, the Group considers many factors in assessing the collectability ofevaluates its accounts receivable such asfor expected credit losses on a regular basis. The Group maintains an estimated allowance for credit losses to reduce its accounts receivable to the ageamount that it believes will be collected. The Group uses the length of the amounts due,time a balance has been outstanding, the payment history, creditworthiness and financial conditions of the customers and industry trend as credit quality indicators to determinemonitor the allowance percentage forGroup’s receivables within the overdue balances by age.scope of expected credit losses model and use these as a basis to develop the Group’s expected loss estimates. The Group adjusts the allowance percentage periodically when there are significant differences between estimated bad debts and actual bad debts. If there is strong evidence indicating that the accounts receivable areis likely to be unrecoverable, the Group also makes specific allowance in the period in which a loss is determined to be probable. Accounts receivable balances are written off after all collection efforts have been exhausted. Please refer to Note 2(u) for adoption of expected credit losses model.
The accounts receivable withNotes to the collection period over one year are classified into otherConsolidated Financial Statements non-currentassets in the consolidated balance sheets.2. Summary of significant accounting policies (Continued) Inventories, consisting of products available for sale, are stated at the lower of cost and net realizable value. Cost of inventories is determined using the weighted average cost method. Adjustments are recorded to write down the cost of inventories to the estimated net realizable value due to slow-moving merchandise and damaged goods, which is dependent upon factors such as inventory aging, historical and forecasted consumer demand, and promotional environment.market conditions that impact pricing. The Group takes ownership, risks and rewards of the products purchased, but has arrangements to return unsold goods with certain vendors. Write downs are recorded in cost of revenues in the consolidated statements of operations and comprehensive income/(loss). The Group also provides fulfillment-related services in connection with the Group’s online marketplace. Third-party merchants maintain ownership of their inventories and therefore these products are not included in the Group’s inventories.
Notes to the Consolidated Financial Statements
(All amounts in thousands, except for share, per share data or otherwise noted)
2. Summary of significant accounting policies (Continued)
Loan receivables represent the consumer financing, in collaboration with JD Digits, provided to qualified individual customers on ourthe Group’s online marketplace. Due to the legacy contractual arrangements with JD Digits, the Group remains as the legal owner of the consumer financing receivables, including such loan receivables, where JD Digits performs the related credit assessment and absorbs the credit risks. The loan terms extended to the customers generally range from 1 month to 24 months. As JD Digits is obligated to purchase the receivables past due over certain agreed period of time from the Group at carrying values to absorb the credit risks, 0 for doubtful accounts was recorded for the years ended December 31, 2017, 2018, 2019 and 2019.2020. The loan receivables were measured at amortized cost and reported in the consolidated balance sheets at outstanding principal. As of December 31, 2017, 20182019 and 2019,2020, the loan receivables with the collection period over one year amounting to RMB
105,455 RMB179,886,000 and RMB 179,886RMB259,370,000, respectively, were classified into other non-current assets in the consolidated balance sheets. Cash paid for loan originations and cash received from loan repayments are classified as investing activities in the consolidated statements of cash flows. The Group, in collaboration with JD Digits, periodically securitizes loan receivables through the transfer of those assets to securitization vehicles, please refer to Note 2(v)2(w). n. Property, equipment and software, net Property, equipment and software are stated at cost less accumulated depreciation and impairment. Property, equipment and software are depreciated at rates sufficient to write off their costs less impairment and residual value, if any, over the estimated useful lives on a straight-line basis. The estimated useful lives are as follows: | | | | | | | | | | | | | | | | | | | | | | | | Logistics
,Logistics, warehouse and other heavy equipment | | | | | | | | Over the shorter of the expected life of leasehold improvements or the lease term | | | | | | | | | | | | | | | | |
Repairs and maintenance costs are charged to expenses as incurred, whereas the costs of renewals and betterment that extend the useful lives of property, equipment and software are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the costs, accumulated depreciation and impairment with any resulting gain or loss recognized in the consolidated statements of operations and comprehensive income/(loss). Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
2. Summary of significant accounting policies (Continued) o. Construction in progress Direct costs that are related to the construction of property, equipment and software and incurred in connection with bringing the assets to their intended use are capitalized as construction in progress. Construction in progress is transferred to specific property, equipment and software items and the depreciation of these assets commences when the assets are ready for their intended use. As of December 31, 2017,
2018 2019 and 2019, 2020, construction in progress in the amount of
RMB3,196,516,
RMB6,553,712 RMB5,806,308,000 and RMB5,806,308,RMB7,906,406,000, respectively, were primarily relating to the construction of office buildings and warehouses. Land use rights are recorded at cost less accumulated amortization. Amortization is provided on a straight-line basis over the estimated useful lives which are 3418 to 50 years and represent the shorter of the estimated usage periods or the terms of the agreements. q. Intangible assets, net Intangible assets purchased from third parties are initially recorded at cost and amortized on a straight-line basis over the estimated economic useful lives. The Group performs valuation of the intangible assets arising from business combination to determine the fair value to be assigned to each asset acquired. The acquired intangible assets are recognized and measured at fair value and are expensed or amortized using the straight-line approach over the estimated economic useful lives of the assets. The estimated useful lives of intangible assets are as follows: | | | | | | | | | Strategic c
ooperation cooperation | | | | | | | | | | Domain names and trademarks | | | | | thersCustomer relationship | | 3-10 years | 2-10Technology and others
years | | 2-10 years |
Notes to the Consolidated Financial Statements 2. Summary of significant accounting policies (Continued) Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired in a business combination. Goodwill is not depreciated or amortized but is tested for impairment on an annual basis as of December 31, and in between annual tests when an event occurs or circumstances change that could indicate that the asset might be impaired. In accordance with the Financial Accounting Standards Board (“FASB”) guidance on testing of goodwill for impairment, the Group first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is mandatory. Otherwise, no further testing is required. The quantitative impairment test consists of a comparison of the fair value of each reporting unit with its carrying amount, including goodwill. If the carrying amount of each reporting unit exceeds its fair value, an impairment loss equal to the difference between the implied fair value of the reporting unit’s goodwill and the carrying amount of goodwill will be recorded. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. The judgment in estimating the fair value of reporting units includes estimating future cash flows, determining appropriate discount rates, consideration of the impact ofCOVID-19, and making other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit. In January 2017, the FASB issued ASU2017-04, Intangibles—Goodwill and Other : Simplifying the Test for Goodwill Impairment 2017-04”), the guidance removes step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not the difference between the fair value and carrying amount of goodwill which was the step 2 test before. The Group adopted ASU2017-04 beginning January 1, 2020 and used theone-step method for the goodwill impairment assessment for the year ended December 31, 2020. F-26
Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
2. Summary of significant accounting policies (Continued) s. Investment in equity investees Investment in equity investees represents the Group’s investments in privately held companies, publicly traded companies and private equity funds. The Group applies the equity method of accounting to account for an equity investment, in common stock or in-substance common stock, according to ASC Topic 323, Investment—Equity Method and Joint Ventures (“ ASC 323”), over which it has significant influence but does not own a majority equity interest or otherwise control. An investment in in-substance common stock is an investment in an entity that has risk and reward characteristics that are substantially similar to that entity’s common stock. The Group considers subordination, risks and rewards of ownership and obligation to transfer value when determining whether an investment in an entity is substantially similar to an investment in that entity’s common stock. Under the equity method, the Group’s share of the post-acquisition profits or losses of the equity investees are recorded in share of results of equity investees in the consolidated statements of operations and comprehensive income/(loss) and its share of post-acquisition movements of accumulated other comprehensive income are recorded in accumulated other comprehensive income/(loss) as a component of shareholders’ equity. The Group records its share of the results of equity investments in publicly listed companies and certain privately held companies on one quarter in arrears basis. The excess of the carrying amount of the investment over the underlying equity in net assets of the equity investee represents goodwill and intangible assets acquired. When the Group’s share of losses in the equity investee equals or exceeds its interest in the equity investee, the Group does not recognize further losses, unless the Group has incurred obligations or made payments or guarantees on behalf of the equity investee, or the Group holds other investments in the equity investee. The Group continually reviews its investment in equity investees under equity method to determine whether a decline in fair value to below the carrying value is other-than-temporary. The primary factors the Group considers in its determination are the duration and severity of the decline in fair value, the financial condition, operating performance and the prospects of the equity investee, and other company specific information such as recent financing rounds. If the decline in fair value is deemed to be other-than-temporary, the carrying value of the equity investee is written down to fair value. Private equity funds pursue various investment strategies, including event driven and multi-strategy. Investments in private equity funds generally are not redeemable due to the closed-ended nature of these funds. Beginning on January 1, 2018, these private equity funds, over which the Group does not have the ability to exercise significant influence, are accounted for under the existing practical expedient in ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”) to estimate fair value using the net asset value per share (or its equivalent) of the investment (“NAV practical expedient”). Beginning on January 1, 2018, upon the adoption of ASU2016-01, Financial Instruments — Overall (Subtopic825-10) — Recognition and Measurement of Financial Assets and Financial Liabilities the Group’s equity investments without readily determinable fair values, which do not qualify for NAV practical expedient and over which the Group does not have the ability to exercise significant influence through the investments in common stock or in substance common stock, are accounted for under the measurement alternative upon the adoption of ASU 2016-01 (the “Measurement Alternative”). Under the Measurement Alternative, the carrying value is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. All gains and losses on these investments, realized and unrealized, are recognized in others, net“others, net” in the consolidated statements of operations and comprehensive income/(loss). The Group makes assessment of whether an investment is impaired based on performance and financial position of the investee as well as other evidence of market value at each reporting date. Such assessment includes, but is not limited to, reviewing the investee’s cash position, recent financing, as well as the financial and business performance. The Group recognizes an impairment loss equal to the difference between the carrying value and fair value in others, net in the consolidated statements of operations and comprehensive income/(loss) if there is any. Prior to January 1, 2018, the cost method of accounting was used. F-27
Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
2. Summary of significant accounting policies (Continued) The Group invests in marketable equity securities to meet business objectives. Beginning on January 1, 2018, these marketable securities are classified as investments with readily determinable fair values, which are reported at fair value in the consolidated balance sheets, the unrealized gains and losses on equity securities are recorded in others, net in the consolidated statements of operations and comprehensive income/(loss) upon the adoption of ASU 2016-01. Prior to January 1, 2018, the unrealized gains and losses on marketable securities were recorded in accumulated other comprehensive income/(loss) as a component of shareholders’ equity, net of income taxes.u. Current expected credit losses impairment In June 2016, the FASB issued ASU2016-13, Financial Instruments-Credit Losses : Measurement of Credit Losses on Financial Instruments The Group adopted ASC 326 on January 1, 2020 using the modified retrospective transition approach. Based on the nature of the Group’s financial instruments within the scope of this standard, which are primarily accounts receivable and other receivables, the adoption of the new standard did not have a material effect on the Group’s consolidated financial statements. v. Impairment of long-lived assets Long-lived assets are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be fully recoverable or that the useful life is shorter than the Group had originally estimated. When these events occur, the Group evaluates the impairment for the long-lived assets by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Group recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets.
Notes to the Consolidated Financial Statements 2. Summary of significant accounting policies (Continued) w. Nonrecourse securitization debt and transfer of financial assets The Group, in collaboration with JD Digits, periodically securitizes accounts receivable and loan receivables arising from consumer financing through the transfer of those assets to securitization vehicles. The securitization vehicles then issue debt securities to third-party investors and JD Digits, collateralized by the transferred assets. The asset-backed debt securities issued by the securitization vehicles are nonrecourse to the Group and are payable only out of collections on their respective underlying collateralized assets. The securitization vehicles are considered variable interest entities pursuant to ASC Topic 810, . The Group will consolidate the securitization vehicles when economic interests are retained in the form of subordinated interests, and acting as the servicer of securitization vehicles. Accordingly, the Group are precluded from recording the related transfers of assets in securitization transactions as sales. Asset-backed debt securities issued by the consolidated securitization vehicles are accounted for as the financing type transactions. The Group willdoes not consolidate the securitization vehicles when no economic interests are retained by the Group, and the Group has no continuing involvements, including the servicer of the securitization vehicles. Transfers are accounted for as sale and corresponding transferred accounts receivable are de-recognized in the consolidated balance sheets pursuant to ASC Topic 860, (“ASC 860”), only if they meet all of the three criteria: (i) the transferred financial assets have been isolated from the transferor and its creditor, (ii) each transferee has the rights to pledge or exchange the transferred assets, or the transferor has no continuing involvement with the transferred financial assets, and (iii) the transferor does not maintain effective control over the transferred financial assets or third-party beneficial interests related to those transferred assets. Otherwise, the transfertransfers of the assets will beare accounted for as a financing type transaction if the conditions in ASC are not met. The under common control relationship of the transferor and transferee should be ignored when applying ASC 860, as long as the transferee willis not be consolidated by the transferor. Due to the Group’s continuing involvement rights in securitization vehicles prior to October 2017, the Group cannot derecognize the existing receivables through the transfer of the receivables to securitization vehicles. The proceeds from the financing type transactionswe
re reported as current andnon-current
nonrecourse securitization debt in the consolidated balance sheets based on their respective expected repayment dates pursuant to ASC 860. While the contractual maturities of the asset-backed debt securitieswe
re from 2018 to 2019, the securitieswe
re repaid as collections on the underlying collateralized assets occur. As of December 31, 2017,
2018 and 2019, the collateralized accounts receivable wereRMB11,701,973,
RMB3,116,309 and NaN, respectively, and the collateralized loan receivables were RMB4,512,764, RMB1,281,361 and NaN, respectively. The weighted average interest rate for the outstanding nonrecourse securitization debt as of December 31, 2017 and
2018 was approximately 5.33% and 5.81% per annum, respectively. The interest expenses in relation to the nonrecourse securitization debt were charged back to JD Digits.
Notes to the Consolidated Financial Statements
(All amounts in thousands, except for share, per share data or otherwise noted)
2. Summary of significant accounting policies (Continued)
v. Nonrecourse securitization debt and transfer of financial assets (Continued)
Beginning October 2017, the Group revised certain structural arrangements to relinquish its continuing involvement rights when setting up the new securitization vehicles. In 2019, RMB21,500,000
(2017: RMB8,000,000, 2018: RMB17,500,000) consumer credit receivables financial assets were derecognized through the sales type arrangements, including accounts receivable of RMB15,302,084
(2017: RMB5,693,223, 2018: RMB12,632,342) and loan receivables of RMB6,197,916
(2017: RMB2,306,777, 2018: RMB4,867,658). Proceeds from the derecognition were RMB21,500,000 (2017: RMB8,000,000, 2018: RMB17,500,000), and JD Digits and other third-party investors acted as the servicers and purchased the subordinate tranche of the securitization vehicles in these transactions. The investors, including JD Digits, have no recourse to the Group when the underlying consumers fail to pay amounts contractually on due. The gain/loss recorded upon the sale accounting was immaterial infor the periods presentedpresented. .
Notes to the Consolidated Financial Statements 2. Summary of significant accounting policies (Continued) w.x. Unsecured senior notes and long-term borrowings
Unsecured senior notes are recognized initially at fair value, net of debt discounts or premiums and debt issuance costs. Debt discount or premium and debt issuance costs are recorded as a reduction of the principal amount and the related accretion is recorded as interest expense in the consolidated statements of operations and comprehensive income/(loss) over the maturities of the notes using the effective interest method. Long-term borrowings are recognized at carrying amount. Interest expense is accrued over the estimated term of the facilities and recorded in the consolidated statements of operations and comprehensive income/(loss). Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurement for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. The Group measures certain financial assets, including investments under the equity method on other-than-temporary basis, investments under the Measurement Alternative, intangible assets, goodwill and fixed assets at fair value when an impairment charge is recognized. Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value: Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Include other inputs that are directly or indirectly observable in the marketplace. Level 3 — Unobservable inputs which are supported by little or no market activity. Accounting guidance also describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.
Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
2. Summary of significant accounting policies (Continued) The Group adopted ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), from January 1, 2018, using the modified retrospective transition approach that increased retained earnings by approximately RMB256,994. Revenues for theyears
ended December 31, 2018 and 2019 were presented under ASC 606, and revenues for the year ended December 31, 2017 were not adjusted and continue to be presented under ASC Topic 605,. The Group’s revenue recognition policies effective on the adoption date of ASC 606 are presented as below.
approach.Consistent with the criteria of ASC 606, the Group recognizes revenues when the Group satisfies a performance obligation by transferring a promised good or service (that is, an asset) to a customer. An asset is transferred when the customer obtains control of that asset. In accordance with ASC 606, the Group evaluates whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. When the Group is a principal, that the Group obtains control of the specified goods or services before they are transferred to the customers, the revenues should be recognized in the gross amount of consideration to which it expects to be entitled in exchange for the specified goods or services transferred. When the Group is an agent and its obligation is to facilitate third parties in fulfilling their performance obligation for specified goods or services, the revenues should be recognized in the net amount for the amount of commission which the Group earns in exchange for arranging for the specified goods or services to be provided by other parties. Revenues are recorded net of value-added taxes. The Group recognizes revenues net of discounts and return allowances when the products are delivered and title is passed to customers. Significant judgement is required to estimate return allowances. For online retail business with return conditions, the Group reasonably estimate the possibility of return based on the historical experience, changes in judgments on these assumptions and estimates could materially impact the amount of net revenues recognized. As of December 31, 20182019 and 2019,2020, liabilities for return allowances were RMB363,191RMB425,135,000 and RMB425,135,RMB496,005,000, respectively, which were included in “Accrued expenses and other current liabilities”. The rights to recover products from customers associated with the Group’s liabilities for return allowances are the Group’s assets, which were RMB381,165RMB454,298,000 and RMB454,298RMB533,264,000 as of December 31, 20182019 and 2019,2020, respectively, and were included in “Prepayments and other current assets”. The Group also sells prepaid cards which can be redeemed to purchase products sold on the JD Platform. In accordance with ASC 606, the cash collected from the sales of prepaid cards is initially recorded in advance from customers in the consolidated balance sheets and subsequently recognized as revenues upon the sales of the respective products through redemption of prepaid cards are completed. Upon the adoption of ASC 606, the Group began to recognize revenue from estimated unredeemed prepaid cards over the expected customer redemption periods, rather than waiting until prepaid cards expire or when the likelihood of redemption becomes remote. Revenue arrangements with multiple deliverables are divided into separate units of accounting based on the SSP of each separate unit. In instances where SSP is not directly observable, such as the Group does not have vendor-specific objective evidence or third-party evidence of the selling prices of the deliverables, considerations are allocated using estimated selling prices. Determining the SSP of each separate unit may require significant judgments, and significant assumptions and estimates have been made in estimating the relative selling price of each single-element. F-31 Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
2. Summary of significant accounting policies (Continued) y. Revenues
z. Revenues (Continued) The Group recognizes the product revenues from the online retail on a gross basis as the Group is acting as a principal in these transactions and is responsible for fulfilling the promise to provide the specified goods. Revenues from the sales of electronics and home appliance products were RMB236,268,621, RMB280,059,089RMB280,059,089,000, RMB328,703,453,000 and RMB328,703,453,RMB400,927,285,000, and revenues from the sales of general merchandise products were RMB95,555,789, RMB136,049,657RMB136,049,657,000, RMB182,030,514,000 and RMB182,030,514,RMB250,951,955,000, for the years ended December 31, 2017, 2018, 2019 and 2019,2020, respectively. The Group’s net product revenues were mainly generated by the JD Retail (formerly known as JD Mall) segment. The Group charges commission fees to third-party merchants for participating in the Group’s online marketplace, where the Group generally is acting as an agent and its performance obligation is to arrange for the provision of the specified goods or services by those third-party merchants. Upon successful sales, the Group charges the third-party merchants a negotiated amount or a fixed rate commission fee based on the sales amount. Commission fee revenues are recognized on a net basis at the point of delivery of products, net of return allowances. The Group provides marketing services to third-party merchants, suppliers and other business partners on its various website channels and third-party marketing affiliate’s websites, including but not limited to pay for performance marketing services on which the customers are charged based on effective clicks on their product information, and display advertising services that allow customers to place advertisements on various websites. The Group recognizes revenues from pay for performance marketing services based on effective clicks, and recognizes revenues from display advertising services ratably over the period during which the advertising services are provided or on the number of times that the advertisement has been displayed based on cost per thousand impressions. The Group did not enter into material advertising-for-advertising barter transactions for the periods presented. The Group opens its fulfillment infrastructure by offering comprehensiveintegrated supply chain solutions and logistics services to third parties through JD Logistics, primarily including warehousing transportation, delivery and after-sales service.distribution services, express and freight services and other value-added services. Revenues resultinggenerated from these services are primarily recognized over time as the Group performs the services in the contracts because of the continuous transfer of control to the customers. The Group offers
consumer financing to individual customers and supply chain financing to suppliers and merchants on the Group’s online marketplace through JD Digits before June 30, 2017. Revenues resulting from these financing services are recognized in accordance with the contractual terms, and were reflected in discontinued operation results as JD Digits was deconsolidated from the Group since June 30, 2017 as a result of the reorganization of JD Digits (Note 6).JD Plus memberships provide the Group’s core customers with a better shopping experience, access to an evolving suite of benefits that represent a single stand-ready obligation. Subscriptions are paid for at the time of or in advance of delivering the services. Revenues from such arrangements are recognized over the subscription period. The Group offers comprehensive customer services, primarily include 7*24 hours customer services to respond to customers’ post-sales requests, return and exchange services to facilitate customers’ return, exchange and repair of defective goods. These services are free of charge. The Group also provides return/exchange logistics
logistics services to the customers, of which the revenues recognized were not material for the periods presented. Revenues from online marketplace and marketing services were RMB25,390,981, RMB33,531,862RMB33,531,862,000, RMB42,680,212,000 and RMB42,680,212RMB53,472,718,000 for the years ended December 31, 2017, 2018, 2019 and 2019 ,2020, respectively, which were mainly generated by the JD Retail segment. Revenues from logistics and other services were RMB5,116,363, RMB12,379,151RMB12,379,151,000, RMB23,474,305,000 and RMB23,474,305,RMB40,449,928,000, for the years ended December 31, 2017, 2018, 2019 and 2019,2020, respectively, which were mainly generated by the New Businesses segment. F-32
Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
2. Summary of significant accounting policies (Continued) Timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivable represent amounts invoiced and revenues recognized prior to invoicing when the Group has satisfied the Group’s performance obligation and has the unconditional rights to payment. The allowance for doubtful accounts and authorized credits is estimated based on the Group’s assessment of various factors including historical experience, the age of the accounts receivable balances, current economic conditions and other factors that may affect the Group’s customers’ ability to pay. The balances of accounts receivable, net of allowance for doubtful accounts were RMB16,359,147,RMB
11,109,988RMB6,190,588,000 and RMB 6,190,588RMB7,111,947,000 as of December 31, 2018 2019 and 2019,2020, respectively. Unearned revenues consist of payments received or awards to customers related to unsatisfied performance obligation at the end of the period, included in current and non-current deferred revenues and advance from customers in the Group’s consolidated balance sheets. As of December 31, 2018,2019, the Group’s total unearned revenues were RMB15,461,245,RMB21,347,848,000, of which RMB12,997,919RMB16,442,795,000 was recognized as revenues for the year ended December 31, 2019.2020. The Group’s total unearned revenues were RMB21,347,848RMB26,033,158,000 as of December 31, 2019.2020.The Group applied a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less .less. These costs include certain partner sales incentive programs. The Group has no material incremental costs of obtaining contracts with customers that the Group expects the benefit of those costs to be longer than one year which need to be recognized as assets. aa.bb. Customer incentives and loyalty programs
The Group provides 2 types of discounted coupons, referred to as D Coupons and J Coupons, for free to its customers to incentivize purchase. D Coupons are given to a customer upon current purchase or can be given for free to promote future purchases. This coupon requires the customer to make future purchase of a minimum value in order to enjoy the value provided by the coupon. The rights to purchase discounted products in the future are not considered as a separate performance obligation under ASC 606, as the discount does not represent a material rights to the customer. The Group assesses the significance of the discount by considering its percentage of the total future minimum purchase value, historical usage pattern by the customers and relative outstanding volume and monetary value of D Coupons compared to the other discounts offered by the Group. D Coupons are accounted for as a reduction of revenues on the future purchase. J Coupons are given to a customer upon their qualified purchase or can be given for free to promote future purchases and are to be used on a future purchase, with no limitation as to the minimum value of the future purchase. Accordingly, the Group has determined that J Coupons awarded are considered as a separate performance obligation within the scope of ASC 606, as J Coupons represent a material rights to the customer. Therefore, the delivered products and J Coupons awarded are treated as two distinct performance obligations identified in the contract. The total sales consideration is allocated based on management’s best estimate of the relative SSP of each performance obligation. The amount allocated to J Coupons is deferred and recognized when J Coupons are redeemed or at the coupon’s expiration, whichever occurs first. J Coupons have an expiration of one year after issuance. For the years ended December 31, 2017, 2018, 2019 and 2019,2020, the amount of expired J Coupons was not material. F-33
Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
2. Summary of significant accounting policies (Continued) aa.bb. Customer incentives and loyalty programs (Continued)
Registered customers may also earn J Beans, which was launched based on certain activities performed on the Group’s website by the customers such as purchasing merchandise or reviewing their buying experiences. J Beans can be used as cash to buy any products sold by the Group, which will directly reduce the amount paid by the customer, or redeemed for D Coupons that can be used in certain shops on JD P
latform. Platform. The Group considers J Beans awarded from sales of products and reviewing buying experiences to be part of its revenue generating activities. Thus J Beans is considered to be a separate performance obligation identified in the contract. Therefore, the sales consideration is allocated to the products and J Beans based on the relative SSP of the products and J Beans awarded. Consideration allocated to J Beans is initially recorded as deferred revenues, and recognized as revenues when J Beans are used or expired. J Beans will expire at the subsequent year end after issuance. For the years ended December 31, 2017, 2018, 2019 and 2019,2020, the amount of expired J Beans was not material. Cost of revenues consists primarily of purchase price of products, inbound shipping charges, write-downs of inventories, traffic acquisition costs related to online marketing services, and cost related to logistics services provided to third parties. Shipping charges to receive products from the suppliers are included in inventories, and recognized as cost of revenues upon sale of the products to the customers. cc.dd. Rebates and subsidies
The Group periodically receives considerations from certain vendors, representing rebates for products sold and subsidies for the sales of the vendors’ products over a period of time. The rebates are not sufficiently separable from the Group’s purchase of the vendors’ products and they do not represent a reimbursement of costs incurred by the Group to sell vendors’ products. The Group accounts for the rebates received from its vendors as a reduction to the prices it pays for the products purchased and therefore the Group records such amounts as a reduction of cost of revenues when recognized in the consolidated statements of operations and comprehensive income/(loss). Rebates are earned upon reaching minimum purchase thresholds for a specified period. When volume rebates can be reasonably estimated based on the Group’s past experiences and current forecasts, a portion of the rebates is recognized as the Group makes progress towards the purchase threshold. Subsidies are calculated based on the volume of products sold through the Group and are recorded as a reduction of cost of revenues when the sales have been completed and the amount is determinable. Fulfillment expenses consist primarily of (i) expenses incurred in operating the Group’s fulfillment centers, customer service centers and physical stores, including personnel cost and expenses attributable to buying, receiving, inspecting and warehousing inventories, picking, packaging, and preparing customer orders for shipment, processing payment and related transaction costs, (ii) expenses charged by third-party couriers for dispatching and delivering the Group’s products, and (iii) lease expenses of warehouses, delivery and pickup stations, and physical stores.stores, and (iv) depreciation and amortization of logistics and electronic equipment. The cost related to logistics services provided to third parties is classified in cost of revenues in the consolidated statements of operations and comprehensive income/(loss). Shipping cost included in fulfillment expenses amounted to RMB12,691,013, RMB15,216,351RMB15,216,351,000, RMB17,858,972,000 and RMB17,858,972RMB23,088,408,000 for the years ended December 31, 2017, 2018, 2019 and 2019,2020, respectively.
Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
2. Summary of significant accounting policies (Continued) Marketing expenses consist primarily of advertising costs, public relations expenditures, and payroll and related expenses for employees involved in marketing and business development activities. The Group pays commissions to participants in the associates program when their customer referrals result in successful product sales and records such costs in marketing in the consolidated statements of operations and comprehensive income/(loss). Advertising costs, which consist primarily of online advertising, offline television, movie and outdoor advertising, and incentive programs to attract or retain consumers for the Group’s online marketplace, are expensed as incurred, and totaled RMB12,375,922, RMB15,970,433RMB15,970,433,000, RMB19,285,939,000 and RMB19,285,939RMB23,087,563,000 for the years ended December 31, 2017, 2018, 2019 and 2019,2020, respectively. ff.gg. Research and development
Research and development expenses consist primarily of payroll and related expenses for research and development employees involved in designing, developing and maintaining technology platform, and improving artificial intelligence, big data and cloud technologies and services, and technology infrastructure costs. Technology infrastructure costs include servers and other equipment depreciation, bandwidth and data center costs, rent, utilities and other expenses necessary to support the Group’s internal and external business. Research and development expenses are expensed as incurred. Software development costs are recorded in “Research and development” as incurred as the costs qualifying for capitalization have been insignificant. gg.hh. General and administrative
General and administrative expenses consist primarily of employee related expenses for general corporate functions, including accounting, finance, tax, legal and human relations; costs associated with these functions including facilities and equipment depreciation expenses, rental and other general corporate related expenses. hh.ii. Share-based compensation
The Company grants restricted share units (“RSUs”) and share options of the Company and its subsidiaries to eligible employees and non-employee consultants.s. The Group accounts for share-based awards issued to employees in accordance with ASC Topic 718 Compensation – Stock Compensation . The Group early adopted ASU 2018-07, “Compensation-Stock Compensation (Topic 718) , Improvements to Nonemployee Share-Based Payment Accounting”Accounting beginning July 1, 2018, before then, the Group accounted for share-based awards issued to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. Employees’ share-based awards, non-employees’ share-based awards and the founder’s share-based awards are measured at the grant date fair value of the awards and recognized as expenses a) immediately at grant date if no vesting conditions are required; or b) using graded vesting method, net of estimated forfeitures, over the requisite service period, which is the vesting period. All transactions in which goods or services are received in exchange for equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.
Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
2. Summary of significant accounting policies (Continued) hh.ii. Share-based compensation (Continued)
The Group uses the binominal option-pricing model to estimate the fair value of share options. The determination of estimated fair value of share-based payment awards on the grant date is affected by the fair value of the Company’s ordinary shares as well as assumptions regarding a number of complex and subjective variables. These variables include the expected value volatility of the Company over the expected term of the awards, actual and projected employee share option exercise behaviors, a risk-free interest rate, exercise multiple and expected dividend yield, if any. Determination of estimated fair value of the Company’s subsidiaries before they were publicly listed requires complex and subjective judgments due to their limited financial and operating history, , unique business risks and limited public information on companies in China similar to the Company’s subsidiaries. The Company estimates the Company’s subsidiaries’ enterprise value for purposes of recording share-based compensation, and the information considered by the Company mainly include but are not limited to the pricing of recent rounds of financing, future cash flow forecasts, discount rates, and liquidity factors. The Group recognizes the estimated compensation cost of RSUs based on the fair value of its ordinary shares on the date of the grant. The Group recognizes the compensation cost, net of estimated forfeitures, over a vesting term for service-based RSUs. The Group also recognizes the compensation cost of performance-based share awards, net of estimated forfeitures, if it is probable that the performance condition will be achieved at the end of each reporting period. Forfeitures are estimated at the time of grant and revised in the subsequent periods if actual forfeitures differ from those estimates. Current income taxes are provided on the basis of net income for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. The Group follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the temporary differences between the financial statements carrying amounts and tax bases of existing assets and liabilities by applying enacted statutory tax rates that will be in effect in the period in which the temporary differences are expected to reverse. The Group records a valuation allowance to reduce the amount of deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized in the consolidated statements of operations and comprehensive income/(loss) in the period of change. Deferred tax assets and liabilities are classified as non-current in the consolidated balance sheets. The Group recognizes in its consolidated financial statements the benefit of a tax position if the tax position is “more likely than not” to prevail based on the facts and technical merits of the position. Tax positions that meet the “more likely than not” recognition threshold are measured at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement. The Group estimates its liability for unrecognized tax benefits which are periodically assessed and may be affected by changing interpretations of laws, rulings by tax authorities, changes and/or developments with respect to tax audits, and expiration of the statute of limitations. The ultimate outcome for a particular tax position may not be determined with certainty prior to the conclusion of a tax audit and, in some cases, appeal or litigation process. The actual benefits ultimately realized may differ from the Group’s estimates. As each audit is concluded, adjustments, if any, are recorded in the Group’s consolidated financial statements in the period in which the audit is concluded. Additionally, in future periods, changes in facts, circumstances and new information may require the Group to adjust the recognition and measurement estimates with regard to individual tax positions. Changes in recognition and measurement estimates are recognized in the period in which the changes occur. As of December 31, 2017, 20182019 and 2019,2020, the Group did not have any significant unrecognized uncertain tax positions. Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
2. Summary of significant accounting policies (Continued) Before January 1, 2019, the Group adopted ASC Topic 840 (“ASC 840”), and each lease is classified at the inception date as either a capital lease or an operating lease. The Group adopted the new lease accounting standard, ASC Topic 842, (“ASC 842”), from January 1, 2019 using the modified retrospective transition approach through a cumulative-effect adjustment in the period of adoption rather than retrospectively adjusting prior periods and the package of practical expedients. The Group categorizes leases with contractual terms longer than twelve months as either operating or finance lease. However, the Group has 0 finance leases for any of the periods presented. (“ROU”) assets represent the Group’s rights
rights to use underlying assets for the lease term and lease liabilities represent the Group’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term, reduced by lease incentives received, plus any initial direct costs, using the discount rate for the lease at the commencement date. As the implicit rate in lease is not readily determinable for the Group’s operating leases, the Group generally use the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The Group’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Group will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Group accounts for lease and non-lease components separately. The Group also enters into sale and leaseback transactions. The Group acts as the seller-lessee, transfers its assets to a third-party entity (the buyer-lessor) and then leases the transferred assets back from the buyer-lessor at an arm-length rental price. Upon consideration of ASC Topic and ASC 606, the transfer of the underlying assets is considered as sales, and according to ASC 842, the leaseback transaction is classified as an operating lease. Therefore, the sale and the leaseback of the underlying assets are separately accounted for by the Group. Upon completion of the transaction, the legal titles of these assets are transferred to the third-party entity (the buyer-lessor), and the Group derecognizes these transferred assets and recognizes gains or losses from disposal of these assets in accordance with ASC Topic 360, Property, Plant and Equipment . The leaseback transactions are accounted for under ASC 842, and the ROU assets and lease liabilities are recognized at commencement date accordingly. kk.ll. Comprehensive income/(loss)
Comprehensive income/(loss) is defined as the changes in equity of the Group during a period from transactions and other events and circumstances excluding transactions resulting from investments from shareholders and distributions to shareholders. Comprehensive income/(loss) for the periods presented includes net income/(loss), change in unrealized gains/(losses) on debt securities, foreign currency translation adjustments, and share of change in other comprehensive income/(loss) of equity investees. Comprehensive income/(loss) also included change in unrealized gains/(losses) on available-for-sale equity securities for the year ended December 31, 2017, before the adoption of ASU 2016-01.ll.mm. Net income/(loss) per share
Basic net income/(loss) per share is computed by dividing net income/(loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. For the calculation of diluted net income/(loss) per share, the weighted average number of ordinary shares is adjusted by the effect of dilutive potential ordinary shares, including unvested RSUs and ordinary shares issuable upon the exercise of outstanding share options using the treasury stock method. Additionally, the Company takes into account the effect of dilutive shares of entities in which the Company holds equity interests. The dilutive impact from equity interests mainly include equity investments accounted for using the equity method and the consolidated subsidiaries. The effect mentioned above is not included in the calculation of the diluted income/(loss) per share when inclusion of such effect would be anti-dilutive.
Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
2. Summary of significant accounting policies (Continued) Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision making group, in deciding how to allocate resources and in assessing performance. The Group’s CODM is the Chief Executive Officer. The Group’s principal operations are organized into 2 major business segments, JD Retail and New Businesses, which are defined based on the products and services provided. JD Retail mainly consists of online retail, online marketplace and marketing services in China. New Businesses include logistics services provided to third parties, overseas business, technology initiatives, as well as asset management services to logistics property investors and sale of development properties by JD Property. JD Digits was included in New Businesses before June 30, 2017, which was deconsolidated from the Group since June 30, 2017 as a result of the reorganization of JD Digits (Note 6). nn.oo. Statutory reserves
The Company’s subsidiaries and consolidated VIEs established in the PRC are required to make appropriations to certain non-distributable reserve funds. In accordance with the laws applicable to the Foreign Investment Enterprises established in the PRC, the Group’s subsidiaries registered as wholly-owned foreign enterprise have to make appropriations from their after-tax profits (as determined under generally accepted accounting principles in the PRC (“PRC GAAP”)) to reserve funds including general reserve fund, enterprise expansion fund and staff bonus and welfare fund. The appropriation to the general reserve fund must be at least 10% of the after-tax profits calculated in accordance with RC PRC GAAP. Appropriation is not required if the general reserve fund has reached 50% of the registered capital of the company. Appropriations to the enterprise expansion fund and staff bonus and welfare fund are made at the respective company’s discretion. In addition, in accordance with the PRC Company Laws, the Group’s consolidated VIEs, registered as Chinese domestic companies, must make appropriations from their after-tax profits as determined under the PRC GAAP to non-distributable reserve funds including statutory surplus fund and discretionary surplus fund. The appropriation to the statutory surplus fund must be 10% of the after-tax profits as determined under the PRC GAAP. Appropriation is not required if the statutory surplus fund has reached 50% of the registered capital of the company. Appropriation to the discretionary surplus fund is made at the discretion of the respective company. The use of the general reserve fund, enterprise expansion fund, statutory surplus fund and discretionary surplus fund are restricted to the offsetting of losses or increasing of the registered capital of the respective company. The staff bonus and welfare fund is a liability in nature and is restricted to fund payments of special bonus to employees and for the collective welfare of employees. None of these reserves are allowed to be transferred to the company in terms of cash dividends, loans or advances, nor can they be distributed except under liquidation. For the years ended December 31, 2017, 2018, 2019 and 2019,2020, profit appropriation to statutory surplus fund for the Group’s entities incorporated in the PRC was approximately RMB503,028, RMB764,446RMB764,446,000, RMB58,753,000 and RMB58,753,
RMB74,111,000, respectively. NaN appropriation to other reserve funds was made for any of the periods presented.
Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
2. Summary of significant accounting policies (Continued) oo.pp. Recent accounting pronouncements
Recently adopted accounting pronouncements In February 2016, the FASB issued ASU2016-02,
“Leases (Topic 842)”, which introduces a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of ROU assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases under current U.S. GAAP. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The ASUis effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. In July 2018, the FASB issued ASU2018-11,
and provided another transition approach by allowing entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Group adopted the new lease standard beginning January 1, 2019 using the modified retrospective transition approach through a cumulative-effect adjustment in the period of adoption rather than retrospectively adjusting prior periods and the package of practical expedients.Adoption of the standard resulted in recognition of additional ROU assets and lease liabilities by approximately RMB7 billion and RMB7
billion as of January 1, 2019, respectively. Refer to Note 18
for further details.Recently issued accounting pronouncements not yet adopted
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-CreditInstruments—Credit Losses (Topic 326) ”, which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application will beis permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The adoption Group adopted the new standard beginning January 1, 2020 using the modified retrospective transition approach. The impact of thisadopting the new standard is
was not expectedmaterial to have a material impacton
consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, “Intangibles—Goodwill and Other (Topic 350) : Simplifying the Test for Goodwill Impairment”Impairment , the guidance removes step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not the difference between the fair value and carrying amount of goodwill which was the step 2 test before. The ASU should be adopted on a prospective basis for the annual or any interim goodwill impairment tests beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Group adopted the new standard beginning January 1, 2020 with no impact on the Group’s consolidated financial statements.Recently issued accounting pronouncements not yet adopted In December 2019, the FASB issued ASUNo. 2019-12, Simplifying the Accounting for Income Taxes adoption of this standard is not expected to have a material impact on Group’s consolidated financial statements. In January 2020, the FASB issued ASU2020-01, Investments—Equity Securities Investments—Equity Method and Joint Ventures Investments—Equity Method and Joint Ventures In March 2020, the FASB issued ASU2020-04, (Topic 848), which provides optional expedients and exceptions to contract modifications and hedging relationships that reference the London Interbank Offered Rate or another reference rate expected to be discontinued. The standard is effective upon issuance through December 31, 2022 and may be applied at the beginning of the interim period that includes March 12, 2020 or any date thereafter. The adoption of this standard is not expected to have a material impact on the Group’s consolidated financial statements. In August 2020, the FASB issued ASU2020-06, Debt—Debt with Conversion and Other Options (Subtopic470-20) and Derivatives and Hedging—Contracts in Entity s Own Equity (Subtopic815-40): Accounting for Convertible Instruments and Contracts in an Entity if-converted method. For public companies, the guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted. The Group is currently evaluating the impact of this update on its consolidated financial statements. F-39
Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
3. Concentration and risks Concentration of customers and suppliers There are no customers or suppliers from whom revenues or purchases individually represent greater than 10% of the total revenues or the total purchases of the Group for the years ended December 31, 2017, 2018, 2019 and 2019.2020. Concentration of credit risk Assets that potentially subject the Group to significant concentrations of credit risk primarily consist of cash and cash equivalents, restricted cash, accounts receivable and short-term investments. The maximum exposure of such assets to credit risk is their carrying amounts as of the balance sheet dates. As of December 31, 2017,
20
18 2019 and 2019,2020, majority of the Group’s cash and cash equivalents, restricted cash and short-term investments were held by major financial institutions located in the PRC and Hong Kong which the management believes are of high credit quality. On May 1, 2015, China’s new Deposit Insurance Regulation came into effect, pursuant to which banking financial institutions, such as commercial banks, established in China are required to purchase deposit insurance for deposits in RMB and in foreign currency placed with them. Such Deposit Insurance Regulation would not be effective in providing complete protection for the Group’s accounts, as its aggregate deposits are much higher than the compensation limit. However, the Group believes that the risk of failure of any of these Chinese banks is remote. Bank failure is uncommon in China and the Group believes that those Chinese banks that hold the Group’s cash and cash equivalents, restricted cash and short-term investments are financially sound based on public available information. Accounts receivable are typically unsecured and are mainly derived from revenues earned from customers in the PRC. The risk with respect to accounts receivable is mitigated by credit evaluations the Group performs on its customers and its ongoing monitoring processes of outstanding balances. Besides, JD Digits performs the related credit assessment of the consumer financing receivables recorded in the Group’s consolidated balance sheets. JD Digits purchases the consumer financing receivables past due over certain agreed period of time from the Group at carrying values without recourse and also agrees to bear other cost directly related to the consumer financing business to absorb the risks. Currency convertibility risk The PRC government imposes controls on the convertibility of RMB into foreign currencies. The Group’s cash and cash equivalents, restricted cash and short-term investments denominated in RMB that are subject to such government controls amounted to RMB27,566,040, RMB15,443,123RMB33,601,008,000 and RMB33,601,008RMB58,096,903,000 as of December 31, 2017,
2018 2019 and 2019,2020, respectively. The value of RMB is subject to changes in the central government policies and to international economic and political developments affecting supply and demand in the PRC foreign exchange trading system market. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (the “PBOC”). Remittances in currencies other than RMB by the Group in the PRC must be processed through the PBOC or other Chinese foreign exchange regulatory bodies which require certain supporting documentation in order to process the remittance. Foreign currency exchange rate risk In July 2005, the PRC government changed its decades-old policy of pegging the value of the RMB to the US$. Since June 2010, the RMB has fluctuated against the US$, at times significantly and unpredictably. The depreciation of the RMB against the US$ was approximately 1% in 2019. The appreciation of the RMB against the US$ was approximately 7% in 2017. The depreciation of the RMB against the US$ was approximately
5%
in 2018 and 2019, respectively.2020. It is difficult to predict how market forces or the PRC or U.S. government policy may impact the exchange rate between the RMB and the US$ in the future. To meet the requirements of specific business operations, primarily including secured deposits held in designated bank accounts for issuance of bank acceptance and letter of guarantee, the Group held restricted cash of RMB4,110,210, RMB3,239,613RMB2,940,859,000 and RMB2,940,859RMB4,434,448,000 as of December 31, 2019 and 2020, respectively.
31, 2017, 2018 and 2019, respectively.
Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
5. Fair value measurement As of December 31, 2017, 20182019 and 2019,2020, information about inputs into the fair value measurement of the Group’s assets and liabilities that are measured at fair value on a recurring basis in periods subsequent to their initial recognition is as follows: | | | | | | | | | | | | | | | | | | | | | | | Fair value measurement at reporting date using | | | | | | | Quoted Prices in Active
Markets for Identical
Assets
(Level 1) | | | Significant Other
Observable Inputs
(Level 2) | | | Significant
Unobservable
Inputs
(Level 3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Wealth management products | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fair value measurement at reporting date using | | | | | | | Quoted Prices in Active
Markets for Identical
Assets
(Level 1) | | | Significant Other
Observable Inputs
(Level 2) | | | Significant
Unobservable
Inputs
(Level 3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Wealth management products | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fair value measurement at reporting date using | | | | | | | Quoted Prices in Active
Markets for Identical
Assets
(Level 1) | | | Significant Other
Observable Inputs
(Level 2) | | | Significant
Unobservable
Inputs
(Level 3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Wealth management products | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | Fair value measurement at reporting date using | | | | | | Quoted Prices in Active
Markets for Identical
Assets
(Level 1) | | | Significant Other
Observable Inputs
(Level 2) | | | Significant
Unobservable
Inputs
(Level 3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,590,620 | | | 3,590,620 | | | | — | | | | — | | | | 2,940,859 | | | — | | | | 2,940,859 | | | | — | | | | | | | | | | | | | | | | | Wealth management products | | 23,206,770 | | | — | | | | 23,206,770 | | | | — | | | | | | | | | | | | | | | | | | | 21,417,104 | | | 21,417,104 | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | 51,155,353 | | | 25,007,724 | | | | 26,147,629 | | | | — | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Fair value measurement at reporting date using | | | |
| | Quoted Prices in Active
Markets for Identical
Assets
(Level 1) | | | Significant Other
Observable Inputs
(Level 2) | | | Significant
Unobservable
Inputs
(Level 3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,434,448 | | | — | | | | 4,434,448 | | | | — | | | | | | | | | | | | | | | | | | Wealth management products | | | 24,294,101 | | | — | | | | 24,294,101 | | | | — | | | | | | | | | | | | | | | | | | | | | 39,085,150 | | | 39,085,150 | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | | 67,813,699 | | | 39,085,150 | | | | 28,728,549 | | | | — | | | | | | | | | | | | | | | | | |
When available, the Group uses quoted market prices to determine the fair value of an asset or liability. If quoted market prices are not available,available , the Group will measure fair value using valuation techniques that use, when possible, current market-based or independently sourced market parameters, such as interest rates and currency rates. Following is a description of the valuation techniques that the Group uses to measure the fair value of assets that the Group reports in its consolidated balance sheets at fair value on a recurring basis. Money market funds. The Group values its money market funds using quoted prices in active markets for these investments, and accordingly, the Group classifies the valuation techniques that use these inputs as Level 1. Restricted cash is valued based on the pervasive interest rates in the market, and accordingly, the Group classifies the valuation techniques that use these inputs as Level 2. F-41
Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data orotherwise
noted)5. Fair value measurement (Continued) Wealth management products. The Group values its wealth management products using alternative pricing sources and models utilizing market observable inputs, and accordingly the Group classifies the valuation techniques that use these inputs as Level 2. The wealth management products usually have short original maturities of less than 1 year, the carrying value approximates to fair value. As of December 31, 2017, 20182019 and 2019,2020, gross unrealized gains of RMB23,755, RMB627RMB54,813,000 and RMB54,813RMB11,000 were recorded on wealth management products, respectively. NaN impairment charges were recorded for the years ended December 31, 2017, 2018, 2019 and 2019,2020, respectively. Listed equity securities. The Group values its listed equity securities using quoted prices for the underlying securities in active markets, and accordingly, the Group classifies the valuation techniques that use these inputs as Level 1. Prior to January 1, 2018, the Group accounted for the investment securities at fair value with unrealized gains and losses recognized in accumulated other comprehensive income on the consolidated balance sheets. Realized gains and losses on marketable equity securities sold or impaired were recognized in others, net in the consolidated statements of operations and comprehensive income/(loss). Starting from January 1, 2018, upon adoption of ASU 2016-01, unrealized gains and losses during the year are recognized in others, net in the consolidated statements of operations and comprehensive income/(loss) , and the Grouprecognizes a cumulative-effect adjustment for the net unrealized gains related to marketable equity securities of RMB
1,156,642from accumulated other comprehensive income to the opening balance of retained earnings in theperiod
ofadoption
. The following table summarizes the carrying value and fair value of the investment securities: | | | | | | | | | | | | | | | | | | | | | | | |
| | |
| | |
| | |
| | |
| | | | | | | | | | | | | | | | | | | | | | 18,329,057 | | | | 5,008,610 | | | | (1,920,563 | ) | | | — | | | | 21,417,104 | | | | | 18,078,773 | | | | 24,002,167 | | | | (2,995,790 | ) | | | — | | | | 39,085,150 | |
The material investment securities are set out as below: In 2017, the Group invested in China United Network Communications Limited (“China Unicom”) with a total consideration of RMB5,000,000, and held approximately 2.4% of China Unicom’s equity interest.RMB5,000,000,000. As of December 31, 2019 and 2020, the accumulated unrealized loss related to the investment in China Unicom was RMB688,141 (as of December 31, 2017RMB688,141,000 and 2018: RMB366,032 and RMB
1,215,227).RMB1,734,993,000, respectively.
In 2017, the Group invested in Vipshop Holdings Ltd. (“Vipshop”) with a total consideration of RMB2,794,547RMB2,794,547,000. In 2018 and held approximately 5.5% of Vipshop’s equity interest. In 2018, the Group purchased additional shares with a total amount of RMB1,121,792.RMB1,121,792,000. As of December 31, 2019 and 2020, the accumula
ted accumulated unrealized gain related to the investment in Vipshop was RMB1,077,422 (as of December 31, 2017RMB1,077,422,000 and 2018: unrealized loss of RMB37,064 and RMB
2,004,447).RMB5,349,265,000, respectively.
In 2017, the Group invested in Farfetch.com Limited (“Farfetch”) with a total consideration of RMB 2,713,285,RMB2,713,285,000, and this investment was accounted for as cost method investment as of December 31, 2017. On September 21, 2018, Farfetch completed its initial public offeringIPO on the New York Stock Exchange. Concurrently with Farfetch’s initial public offering (“IPO”),
IPO, the Group purchased additional shares with a total amount of RMB186,155,RMB186,155,000, and started to account for the investment at fair value. In 2020, the Group purchased additional shares with a total amount of RMB75,404,000 and sold approximately 44.2% of its investment in Farfetch. As of December 31, 2019 and 2020, the accumula
ted accumulated unrealized gain related to the investment in Farfetch was RMB159,589 (as of December 31, 2018:RMBRMB159,589,000 and RMB8,519,601,000, respectively.
2,250,113). In 2018, the Group invested in ESR Cayman Limited (“ESR”) with a total consideration of RMB1,952,325,RMB1,952,325,000, and this investment was accounted as equity investment measured at fair value using the Measurement Alternative as of December 31, 2018. On November 1, 2019, ESR completed its IPO on The Stock Exchange of Hong Kong Limited.the HKEX. Concurrently with ESR’s IPO, the Group sold approximately 3.4% of its investment i
n in ESR and started to account for the remaining investment at fair value. In 2020, the Group further sold approximately 8.0% of its remaining investment in ESR. As of December 31, 2019 and 2020, the accumulated unrealized gain related to the investment in ESR was RMB1,777,252.RMB1,777,252,000 and RMB3,267,484,000, respectively.F-42 Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
5. Fair value measurement (Continued) Other financial instruments The followings are other financial instruments not measured at fair value in the consolidated balance sheets, but for which the fair value is estimated for disclosure purposes. Time deposits. Time deposits with original maturities of three months or less and longer than three months but less than one year have been classified as cash equivalents and short-term investments, respectively, in the consolidated balance sheets. The fair value of the Group’s time deposits is determined based on the prevailing interest rates in the market, which have been categorized as Level 2 in the fair value hierarchy. As of December 31, 2017,
2018 2019 and 2019,2020, the fair value of time deposits classified as cash equivalents and short-term investments
amounted to R
MB5,081,748,
RMB12,050,507 RMB11,189,560,000 and RMB11,189,560,RMB36,472,769,000, respectively. As of December 31, 2019 and 2020, time deposits with original maturities of more than one year with the fair value of NaN and approximately RMB5,073,466,000, respectively, have been classified as othernon-current assets in the consolidated balance sheets.Unsecured senior notes. The carrying amounts of unsecured senior notes approximate to their fair values due to the factHeld-to-maturity
that the related interest rates approximateGroup has positive intent and ability to hold to maturity are accounted for asdebt securities, classified as short-term investments in the rates currently offered by financial institutions for similar debt instruments of comparable maturities.consolidated balance sheets. The fair value of unsecured senior notes wasthe Group’sdebt securities is determined based on the prevailing interest rates in the market, which have been categorized as Level 2 in the fair value hierarchy. As of December 31, 2017, 20182019 and 2020, the fair value ofdebt securities amounted to NaN and RMB17,470,000,000, respectively.Unsecured senior notes. The Group determines the fair value of its unsecured senior notes using quoted prices in less active markets, and accordingly the Group categorizes the unsecured senior notes as Level 2 in the fair value hierarchy. As of December 31, 2019 and 2020, the fair value of unsecured senior notes amounted to RMB6,527,960, RMB6,382,604RMB7,195,427,000 and RMB7,195,427,RMB14,008,251,000, respectively.
Short-term receivables and payables. Accounts receivable, loan receivables and prepayments and other current assets are financial assets with carrying values that approximate to fair value due to their short-term nature. Accounts payable, accrued expenses and other current liabilities and advance from customers, are financial liabilities with carrying values that approximate to fair value due to their short-term nature. The Group classifies the valuation techniques that use these inputs as Level 2 in the fair value hierarchy. Short-term borrowings and long-term borrowings. Interest rates under the borrowing agreements with the lending parties were determined based on the prevailing interest rates in the market. The carrying value of short-term borrowings and long-term borrowings approximates to fair value. The Group classifies the valuation techniques that use these inputs as Level 2 in the fair value hierarchy. Nonrecourse securitization debt. The carrying amount of nonrecourse securitization debt approximates to its fair value due to the fact that the related interest rates approximate to the rates currently offered by financial institutions for similar debt instruments of comparable maturities. The Group classifies the valuation techniques that use these inputs as Level 2 in the fair value hierarchy.
Assets and liabilities measured at fair value on a nonrecurring basis Goodwill. The inputs used to measure the estimated fair value of goodwill are classified as Level 3 in the fair value hierarchy due to the significance of unobservable inputs using company-specific information. Investment in equity investees. Investments in privately held companies and publicly traded companies included in investment in equity investees in the consolidated balance sheets are reviewed periodically for impairment using fair value measurement. The primary factors that the Group considers include the duration and severity that the fair value of the investment is below its carrying value; post-balance sheet date fair value of the investment; the financial condition, operating performance, strategic collaboration with and the prospects of the investee; the economic or technological environment in which the investee operates; and other entity specific information such as recent financing rounds completed by the investee companies. The investments in privately held companies without readily determinable fair value were measured using significant unobservable inputs (Level 3) as of December 31, 2017, 20182019 and 2019,2020, and the impairment charges of RMB59,987, RMB593,138RMB593,138,000, RMB1,612,139,000 and RMB1,612,139RMB201,646,000 were recorded in others, net“others, net” in the consolidated statements of operations and comprehensive income/(loss) for the years ended December 31, 2017, 2018, 2019 and 2019,2020, respectively. The valuation methodology used to estimate the fair value of investments in publicly traded companies and associated impairment charges are discussed in Note 78 —“Investment in equity investees”.
Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
6. JD Digits reorganization In the first half of 2017, the Group entered into a series of definitive agreements relating to the reorganization of JD Digits. Pursuant to the definitive agreements, the Group disposed all its equity stake of 68.6% in JD Digits so that it holdsheld neither legal ownership nor effective control of JD Digits, received RMB14.3 billion in cash and is entitled to a royalty and software technical services fee of 40%of the future pre-tax profit of JD Digits when JD Digits has a positive pre-tax income on a cumulative basis. In addition, the Group would be able to convert its profit sharing right
with respect to JD Digits into 40% of JD Digits’s equity interest, subject to applicable regulatory approvals. Mr. Richard Qiangdong Liu, the Group’s Chairman of the Board andthe
Chief Executive Officer, also participated in the reorganization of JD Digits, and purchased an equity stake of JD Digits at the same price as third-party investors and pursuant to the same set of definitive agreements. Mr. Richard Qiangdong Liualso obtained majority voting rights in JD Digits through his equity stake andact-in-concert
arrangement with other investors and participantsof employee stock ownership plan. The
transaction was completed by June 30, 2017 and all of the cash consideration was received in2017.
After JD Digits’s additional round of financing in 2018, the Group’s percentage of Digits’s pre-tax profit sharing has been diluted to approximately 36
%, and if permitted by the regulation, the Group is entitled to convert its profit-sharing right into approximately 36% of JD Digits’s equity interest.
Because the Group is entitled to a royalty and software technical services fee of 40% of the future pre-tax profit of JD Digits when JD Digits has a positive pre-tax income on a cumulative basis, and thereforebasis. In addition, the Group is consideredwould be able to have a variable interest inconvert its profit sharing right with respect to JD Digits even though the Group has no equity interest in JD Digits. As the Group shares a large portioninto 40% of JD Digits’s expected residual returns, it limits the rights
of holders of the equity investment at riskinterest, subject to receive JD Digits’s expected residual returns, hence, JD Digits is a VIE of the Group.Mr. Richard Qiangdong Liu holds a minority equity stake in JD Digits, and obtains majority voting rights in JD Digits through his equity stake and voting arrangements, possesses the power to direct the activities of JD Digits that would most significantly impact its economic performance, and also exposes to benefits and losses of JD Digits. As a result, JD Digits is an unconsolidated VIE of the Group as the Group is not considered the primary beneficiary of JD Digits.
Hence uponapplicable regulatory approvals. Upon the completion of the transactionreorganization on June 30, 2017, JD Digits was deconsolidated from the Group. After JD Digits’s additional round of financing in 2018, the Group’s percentage of Digits’spre-tax profit sharing has been diluted to approximately 36%, and if permitted by the regulation, the Group is entitled to convert its profit-sharing right into approximately 36% of JD Digits’s equity interest.In June 2020, the Group entered into agreements with JD Digits, pursuant to which the Group has, through a consolidated PRC domestic company, acquired an aggregate of 36.8%equity interest in JD Digits by converting the profit sharing right and investing additional RMB1.78 billion in cash in JD Digits. In addition, in June 2020, the shareholders of JD Digits passed a unanimous resolution to restructure JD Digits as a company limited by shares and adopt the dual class voting structure. As a result of this dual class voting shareholding structure, the reorganization.Group held approximately 18.7%voting power of JD Digits. The transaction has been completed in June 2020. Accordingly, subsequent to the completion of the transaction, investment in JD Digits has been accounted for using equity method, as the Group has significant influence but does not own a majority equity interest or otherwise control. The Group and JD Digits are both controlled by Mr. Richard Qiangdong Liu before and after the transaction, so the disposalacquisition of JD DigitsDigits’s equity interest was achieved through an under the common control transaction, accordingly, the gain of RMB14,193,481 from the disposal of JD Digits was recorded in equity account as additionalpaid-in
capital. The gain represented the excess of cash consideration, net of taxes, over the net carrying value of the disposed equity stake in JD Digits. The disposal of JD Digits has met the discontinued operation criteria. However, given the facts that the disposal is achieved through an under common control transaction, and therefore theheld-for-sale
and discontinued operation presentation can only be adopted upon the disposal date, which is June 30, 2017.The Group has classified the historical financial results of JD Digits as discontinued operations in the Group’s consolidated statements of operations and comprehensive income/(loss) for the period presented prior to July 1, 2017.
NotesPursuant to the Consolidated Financial Statements
(All amounts in thousands, except for share, per share data or otherwise noted)
6.supplemental agreement entered between JD Digits reorganization (Continued)
The following tables set forth the results of operations and cash flows of discontinued operations, which were includedits shareholders in the Group’s consolidated financial statements:
| | | | | | | | | | | | | | | | | | | | | | ) | | | | | | Income from operations of discontinued operations
| | | | | | | | | ) | | | | | | Income from discontinued operations before tax
| | | | | | | | | ) | | | | | | Net income from discontinued operations, net of tax
| | | | | Net loss from discontinued operations attributable to non-controlling interests shareholders
| | | | ) | Net income from discontinued operations attributable to mezzanine equity classifiedas
non-controlling interests shareholders | | | | | | | | | | Net loss from discontinued operations attributable to ordinary shareholders
| | | | ) | | | | | |
| | | | | | | For the year ended
December 31,
2017
(*)
| | | | | | Net cash used in discontinued operating activities
| | | | ) | Net cash used in discontinued investing activities
| | | | ) | Net cash provided by discontinued financing activities
| | | | |
(*) | Included financial results of discontinued operations from January 1, 2017 to June 30, 2017. |
There were0
profit sharing payments recognized in the Group’s consolidated financial statements after the JD Digits reorganization as JD Digits was in a loss position on a cumulative basis.According to the JD Digits reorganization arrangements,June 2020, upon certain redemption events of JD Digits, and on the premise that JD Digits is the first obligator, the Group and Suqian Dongtai Jinrong Investment Management Center, an entity controlled bySuqian Mingjin Chuangyuan Enterprise Management Consulting Partnership, Mr. Richard Qiangdong Liu, further hasMr. Shengqiang Chen have the obligation to make up the remaining gapshortfall (if any) of the redemption price to the other shareholders of JD Digits when all other means are exhausted, and such amount the Group needs to pay will beshortfall is capped by the proceeds from the sales of the Group’sguarantor’s shares of JD Digits if the Group becomes a shareholder of JD Digits or the liquidity payment the Group would receive upon the liquidity events.Digits. As the Group and JD Digits both are entities under common control of Mr. Richard Qiangdong Liu, the Group is therefore exempted from recording a guarantee liability in its consolidated financial statements. Based on the Group’s assessment, the chance to settle the guarantee obligation by the Group is remotenot probable as of December 31, 2017, 2018 and 2019.2020.
As disclosed above, the Group’s exposure to pay the redemption price is limited to the proceeds from the sales of the Group’s shares of JD Digits or the liquidity event payment the Group received upon the certain liquidity events. And the Group’s maximum exposure to loss as a result of its involvement with JD Digits relates to net amounts due from JD Digits were RMB12,076,035MB3,902,238 and RMB1,728,568 as of
December 31, 2017, 2018 and 2019, respectively (Note 30).
Notes to the Consolidated Financial Statements Acquisition of Jiangsu Five Star In April 2019, the Group invested RMB1,274,257,000 with a combination of cash and assumption of the seller’s debt as consideration to acquire ordinary shares of Jiangsu Five Star, a leading offline retailer of home appliances and consumer electronics, from its existing shareholder (the “Seller”), in thousands, exceptexchange for share, per share data or otherwise noted)46% of Jiangsu Five Star’s total equity interest. The Group also provided a fifteen months interest-bearing loan of RMB1,024,946,000 to the Seller and has the rights to purchase additional shares. In April 2020, the Group acquired additional 37% equity interest in Jiangsu Five Star by converting the loan of RMB1,024,946,000 aforementioned. A gain of RMB441,677,000 in relation to the revaluation of the previously held equity interests was recorded in “share of results of equity investees” in the consolidated statements of operations and comprehensive income/(loss) for the year ended December 31, 2020. The fair value of the previously held equity interests was estimated based on the equity value of Jiangsu Five Star, which is estimated by applying an income approach. The purchase price as of the date of acquisition is comprised of: | | | | | | | | | | | | | Conversion of loan and assuming of debt | | | 1,024,946 | | Fair value of previously held equity interests | | | 1,274,257 | | | | | | | | | | 2,299,203 | | | | | | |
The transaction was considered a business acquisition and therefore was recorded using the acquisition method of accounting. The allocation of the purchase price based on the fair values of the acquired assets and liabilities as of the date of acquisition is summarized as follows: | | | | | | | | | | | | | | | | (14,549 | ) | Appreciation of property, equipment and software | | | 190,194 | | | | | | | | | | 489,000 | | | | | 2,185,135 | | | | | (169,798 | ) | | | | (380,779 | ) | | | | | | | | | 2,299,203 | | | | | | |
Net assets acquired primarily consisted of restricted cash of RMB1,720,161,000, inventories of RMB1,652,252,000 and accounts payable of RMB4,102,304,000 as of the date of acquisition. The amortization period for intangible assets acquired was 19 years. Fair value of thenon-controlling interests was estimated by applying an income approach. Accounts receivable acquired was immaterial at the date of acquisition. Goodwill arising from the acquisition of Jiangsu Five Star was attributable to the benefit of expected synergies, the assembled workforce, revenue growth and future market development as of the date of acquisition. None of the goodwill arising on the acquisition is expected to be deductible for tax purposes. In June 2020, the Group acquired the remaining 17% equity interest in Jiangsu Five Star by assuming the Seller’s RMB428,421,000 debt owed to Jiangsu Five Star. Upon completion of the transaction, Jiangsu Five Star became a wholly-owned subsidiary of the Company.
Notes to the Consolidated Financial Statements 7. Business acquisition (Continued) Acquisition of Kuayue Express In August 2020, the Group entered in a definitive agreement pursuant to which JD Logistics, a subsidiary of the Company, acquired approximately 60.2% of the issued and outstanding ordinary shares of Kuayue-Express Group Co., Ltd. (“Kuayue Express”), a renowned modern integrated express transportation enterprise, for a consideration of RMB2,965,856,000 with a combination of cash and ordinary shares of JD Logistics. Upon completion of the transaction, Kuayue Express became a consolidated subsidiary of the Company. The purchase price as of the date of acquisition is comprised of: | | | | | | | | | | | | | | | | 2,850,000 | | Issuance of ordinary shares of JD Logistics less cash proceeds received | | | 115,856 | | | | | | | | | | 2,965,856 | | | | | | |
The transaction was considered a business acquisition and therefore was recorded using the acquisition method of accounting. The allocation of the purchase price based on the fair values of the acquired assets and liabilities as of the date of acquisition is summarized as follows: | | | | | | | | | | | | | | | | 1,110,375 | | Appreciation of property, equipment and software | | | 362,148 | | | | | | | | | | 2,549,400 | | | | | 1,632,512 | | | | | (727,887 | ) | | | | (1,960,692 | ) | | | | | | | | | 2,965,856 | | | | | | |
Net assets acquired primarily consisted of cash and cash equivalents of RMB1,375,710,000 and borrowings of RMB986,108,000 as of the date of acquisition. The amortization period for intangible assets acquired was 9 years. Fair value of thenon-controlling interests was estimated by applying an income approach. The accounts receivable acquired with a fair value of RMB829,752,000 at the date of acquisition had gross contractual amounts of RMB923,608,000. The best estimate at acquisition date of the contractual cash flows not expected to be collected amounted to RMB93,856,000.Goodwill arising from the acquisition of Kuayue Express was attributable to the benefit of expected synergies, the assembled workforce, revenue growth and future market development as of the date of acquisition. None of the goodwill arising on the acquisition is expected to be deductible for tax purposes. Results of operations attributable to these acquisitions and pro forma results of operations for these acquisitions have not been presented because they are not material to the consolidated statements of operations and comprehensive income/(loss) for the year ended December 31, 2020, either individually or in aggregate.
Notes to the Consolidated Financial Statements 8. Investment in equity investees Measurement Alternative and NAV practical expedient Equity investments measured at fair value without readily determinable fair value were accounted as cost method investments prior to adopting ASU 2016-01. Asof December 31, 2017, the carrying amount of the Group’s cost method investments was RMB9,750,726
. After adoption of ASU 2016-01, theThe carrying amount of the Group’s equity investments measured at fair value using the Measurement Alternative was
RMB17,104,784 RMB17,580,557,000 and RMB17,580,557
RMB21,623,597,000 as of December 31, 20182019 and 2019,2020, respectively, and the carrying amount of the Groups’ investments under NAV practical expedient was RMB944,378RMB2,515,919,000 and RMB2,515,919 RMB6,712,654,000 as of December 31, 20182019 and 2019, 2020, respectively. For the years ended December 31, 2018, 2019 and 2019, Group invested RMB6,217,682, RMB12,108,139RMB12,108,139,000, RMB6,198,126,000 and RMB6,198,126RMB10,200,854,000 in multiple private companies and private equity funds accounted for under the Measurement Alternative and NAV practical expedient,
respectively, which may have operational synergy with the Group’s core business. During the year ended Decem berDecember 31, 2019,2020, investment consideration for the top two investees were RMB3,380,825RMB4,575,340,000 and RMB1,296,245,RMB3,052,719,000, respectively. During the year ended December 31, 2019,2020, fair value changes recognized for equity investments which were measured using the Measurement Alternative and NAV practical expedient were not significant. The Group accounted for the investment in AiHuiShou International Co. Ltd., (“AiHuiShou”) under the Measurement Alternative. In June 2019, the Group signed series of agreements with AiHuiShou, an online second-hand consumer electronics trading platform. The Group merged its Paipai Secondhand business into AiHuiShou with certain exclusive traffic resources for the next five years , and additionally invested RMB138,582RMB138,582,000 in cash in exchange for additional preferred share investment in AiHuiShou. Total consideration for the above investment in AiHuiShou was RMB3,380,825,000. In 2020, the Group completed further investment in preferred shares of AiHuiShou for a cash consideration of RMB400,670,000. The investment in AiHuiShou’s preferred shares is accounted for under the Measurement Alternative as the underlying preferred shares wereno RMB3,380,825.t consideredin-substance common stock and had0 readily determinable fair value as of December 31, 2020.The Group accounted for the investment in Xingsheng Preference Electronic Business Limited (“Xingsheng”) under the Measurement Alternative. Xingsheng operates a leading community group buyinge-commerce platform in the PRC. In December 2020, the Group completed the investment in preferred shares of Xingsheng for a cash consideration of RMB4,575,340,000. The investment in Xingsheng’s preferred shares is accounted for under the Measurement Alternative as the underlying preferred shares were not consideredin-substance common stock and had no readily determinable fair value as of December 31, 2020. As of December 31, 2019,2020, the Group’s investments accounted for under the equity method totaled RMB15,479,331(asRMB30,165,078,000 (as of December 31, 2017 and 2018: RMB8,800,593 and
RMB13,307,454)2019: RMB15,479,331,000), which mainly included the investment in Yonghui Superstores Co., Ltd, (“Yonghui”) amounting to RMB5,508,062,RMB6,537,937,000, the investment in Bitauto Holdings Limited (“Bitauto”) amounting to RMB1,817,781, the investment in Dada Nexus Limited (“Dada”) amounting to nil
, the investment in Tuniu Corporation (“Tuniu”) amounting to RMB457,443, the investment in Jiangsu Five Star Appliance Co., Ltd. (“Jiangsu Five Star”) amounting to RMB1,317,045,RMB and investment in Yixin Group Limited (“Yixin”)JD Digits amounting to RMB1,206,741.RMB7,676,424,000. The Group applies the equity method of accounting to account for its equity investments, in common stock or in-substance common stock, over which it has significant influence but does not own a majority equity interest or otherwise control.
Notes to the Consolidated Financial Statements 8. Investment in equity investees (Continued) On August 11, 2016, the Group completed the investment in Yonghui through the subscription of newly issued ordinary shares representing 10% equity interest in Yonghui. On May 23,In 2018 and 2020, the Group acquired additional ordinary shares from the existing shareholders of Yonghui, the Group’s interest in Yonghui’s issued and outstanding ordinary shares increased from 10% to 12%13% accordingly. Yonghui is a leading hypermarket and supermarket operator in China and is listed on the Shanghai Stock Exchange. TotalAs of December 31, 2020, total consideration for the investment in Yonghui was RMB5,458,074RMB6,461,718,000 in cash. Investment in Yonghui is accounted for using the equity method as the Group obtained significant influence by the rights to nominate 2 board members out of 11 . The Group received dividend of RMB143,557,000, RMBRMB114,845,120,338,000
RMB143,557 and RMB120,338RMB146,811,000 for the years ended December 31, 2017, 2018, 2019 and 2019,2020, respectively, which have been recorded as a reduction to the carrying amount of investment in Yonghui.
Notes to the Consolidated Financial Statements
(All amounts in thousands, except for share, per share data or otherwise noted)
7. Investment in equity investees (Continued)
Investment in Yonghui (Continued)
Investment in Yonghui is accounted for using the equity method with the investment cost allocated as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Carrying value of investment in Yonghui | | | | | | | | | | | | | Proportionate share of Yonghui’s net tangible and intangible assets | | | | | | | | | | | | | | | | | | | | | | | | | | | Positive basis difference | | | | | | | | | | | | | | | | | | | | | | | | | | | Positive basis difference has been assigned to: | | | | | | | | | | | | | | | | | | | | | | | | | | Amortizable intangible assets (*) | | | | | | | | | | | | | | Deferred tax liabilities | | | (342,821 | ) | | | (445,869 | ) | | | (423,032 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cumulative gains in equity interest in Yonghui | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Carrying value of investment in Yonghui | | | 5,508,062 | | | | 6,537,937 | | Proportionate share of Yonghui’s net tangible and intangible assets | | | 2,249,239 | | | | 2,601,974 | | | | | | | | | | | | Positive basis difference | | | 3,258,823 | | | | 3,935,963 | | | | | | | | | | | | Positive basis difference has been assigned to: | | | | | | | | | | | | 1,989,726 | | | | 2,602,844 | | Amortizable intangible assets (*) | | | 1,692,129 | | | | 1,777,492 | | | | | (423,032 | ) | | | (444,373 | ) | | | | | | | | | | | | | | | 3,258,823 | | | | 3,935,963 | | | | | | | | | | | | Cumulative gains in equity interest in Yonghui | | | 428,729 | | | | 601,771 | |
| (*) | As of December 31, 2019,2020, the weighted average remaining life of the intangible assets not included in Yonghui’s consolidated financial statements was 15 14 years.
years. |
As of December 31, 2017,
2018 2019 and 2019,2020, the market value of the Group’s investment in Yonghui was RMB8,609,614 RMB8,248,601,000 and RMB8,248,601RMB8,723,415,000 based on its quoted closing price, respectively. The proportionate share of Yonghui’s net income recorded in “share of results of equity investees” in the consolidated statements of operations and comprehensive income/(loss) was a gain of RMB122,893, RMB96,558RMB96,558,000, RMB164,068,000 and RMB164,068RMB174,674,000 for the years ended December 31, 2017, 2018, 2019 and 2019,2020, respectively. The following table includes the results of operations of Yonghui for each of the periods presented.
| | | | | | | | | | | | | | | For the year
ended
December 31,
2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income attributable to shareholders | | | | | | | | | | | | | Percentage of ownership in Yonghui | | | | % | | | | % | | | | % | | | | | | | | | | | | | | | Proportionate share of Yonghui’s net income, before basis adjustments | | | | | | | | | | | | | | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | Proportionate share of Yonghui’s net income | | | | | | | | | | | | | | | | | | | | | | | | | | |
F-48
Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
7.8. Investment in equity investees (Continued)
Pre-IPO investment in DadaPrior to 2018, the Group acquired ordinary shares and preferred shares of Dada for total consideration of RMB4,492,020,000 with a combination of RMB2,282,520,000 in cash, the Group’s future services commenced from 2016, including supply chain support for a period of 10 years, traffic and other additional support for a period of 7 years,non-compete obligation for a period of7 years from 2016 and the Group’s O2O business, JD Daojia. In 2018, the Group further invested cash amounted to RMB1,230,808,000 for acquiring the newly issued preferred shares of Dada. Dada is China’s largest crowdsourcing delivery platform. The investment in Dada’s ordinary shares was accounted for using the equity method as the Group obtained significant influence by the rights to nominate 2 board members out of 6. The investment in Dada’s preferred shares was accounted for under the Measurement Alternative as the underlying preferred shares were not consideredcommon stock and had no readily determinable fair value. Post-IPO investment in Dada On June 5, 2020, Dada completed its IPO on the Nasdaq (“Dada IPO”). Concurrently with Dada IPO, the Group converted its preferred shares investment in Dada to ordinary shares of Dada in entirety. The Group’s interest in Dada was diluted to approximately 48%, resulting in a deemed disposal gain of RMB4,142,260,000 recognized in “shares of results of equity investees” in the consolidated statements of operations and comprehensive income/(loss). In addition, the Group subscribed additional 15,207,548 ordinary shares of Dada with cash consideration of RMB425,066,000. In December 2020, the Group additionally subscribed for 3,400,000 ordinary shares in thefollow-on public offering of Dada with cash consideration of RMB277,789,000, resulting in a deemed disposal gain of RMB1,086,784,000 recognized in “shares of results of equity investees” in the consolidated statements of operations and comprehensive income/(loss). After the subsequent investment in December 2020, the Group held approximately 46% of Dada’s issued and outstanding shares and had3 out of9 board seats. Accordingly, investment in Dada is accounted for using the equity method as the Group obtained significant influence.
Notes to the Consolidated Financial Statements 8. Investment in equity investees (Continued) Investment in Dada (Continued) The investment in Dada is accounted for using the equity method with the investment cost allocated as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Carrying value of investment in Dada’s ordinary shares | | | — | | | | 7,280,394 | | Proportionate share of Dada’s net tangible and intangible assets | | | (1,701,718 | ) | | | 3,336,314 | | | | | | | | | | | | Positive basis difference | | | 1,701,718 | | | | 3,944,080 | | | | | | | | | | | | Positive basis difference has been assigned to: | | | | | | | | | | | | 1,605,891 | | | | 3,892,938 | | Amortizable intangible assets (*) | | | 127,770 | | | | 68,189 | | | | | (31,943 | ) | | | (17,047 | ) | | | | | | | | | | | | | | | 1,701,718 | | | | 3,944,080 | | | | | | | | | | | | Cumulative gains/(losses) in equity interest in Dada’s ordinary shares | | | (2,164,050 | ) | | | 854,374 | |
| (*) | As of December 31, 2020, the weighted average remaining life of the intangible assets not included in Dada’s consolidated financial statements was5 years. |
As of December 31, 2020, the market value of the Group’s investment in Dada was RMB25,846,210,000 based on its quoted closing price. As disclosed in Note 6 — “JD Digits reorganization”, investment in JD Digits has been accounted for using the equity method subsequent to June 2020. In June 2020, the Group entered into agreements with JD Digits, pursuant to which the Group has acquired an aggregate of 36.8% equity interest in JD Digits by converting the profit sharing right and investing additional RMB1.78 billion in cash in JD Digits. As the Group and JD Digits are both controlled by Mr. Richard Qiangdong Liu before and after the acquisition of JD Digits’ equity interests, the acquisition is considered as a transaction under common control. Pursuant to ASCthe Group recorded the investment in JD Digits amounting to RMB7.43 billion based on its proportioned net assets of JD Digits. The difference between consideration transferred and the carrying amounts of the net assets received amounting to RMB5.65 billion has been recorded into additionalpaid-in capital as of June 30, 2020. Upon the completion of the acquisition of JD Digits’ equity interests, the investment in JD Digits is accounted for using the equity method. The Group recorded its interests in Yonghui, Dada and JD Digits one quarter in arrears to enable the Group to provide its financial disclosure independent of the reporting schedule of these equity investees.
Notes to the Consolidated Financial Statements 8. Investment in equity investees (Continued) Investment in BitautoDada Pre-IPO investment in DadaOn February 16, 2015,Prior to 2018, the Group completed its investment in Bitauto through the subscription of newly issuedacquired ordinary shares representing approximately 25% of the outstanding ordinaryand preferred shares of Bitauto. Bitauto is a leading providerDada for total consideration of internet content and marketing services for China’s fast-growing automotive industry that is listed on Nasdaq. Total consideration for the initial investment in Bitauto was RMB5,496,188RMB4,492,020,000 with a combination of RMB2,450,920RMB2,282,520,000 in cash, and RMB3,045,268 in the form ofGroup’s future services commenced from 2016, including exclusive access to the new and used car channels on the
JD Platform and additionalsupply chain support fromthe Group’s key platforms for a period of 5 years. 10 years, traffic and other additional support for a period of 7 years,non-compete obligation for a period of7 years from 2016 and the Group’s O2O business, JD Daojia. In 2018, the Group further invested cash amounted to RMB1,230,808,000 for acquiring the newly issued preferred shares of Dada. Dada is China’s largest crowdsourcing delivery platform. The investment in Dada’s ordinary shares was accounted for using the equity method as the Group obtained significant influence by the rights to nominate 2 board members out of 6. The investment in Dada’s preferred shares was accounted for under the Measurement Alternative as the underlying preferred shares were not consideredcommon stock and had no readily determinable fair value.Post-IPO investment in Dada On June 17, 2016,5, 2020, Dada completed its IPO on the Nasdaq (“Dada IPO”). Concurrently with Dada IPO, the Group converted its preferred shares investment in Dada to ordinary shares of Dada in entirety. The Group’s interest in Dada was diluted to approximately 48%, resulting in a deemed disposal gain of RMB4,142,260,000 recognized in “shares of results of equity investees” in the consolidated statements of operations and comprehensive income/(loss). In addition, the Group subscribed additional 15,207,548 ordinary shares of Dada with cash consideration of RMB425,066,000. In December 2020, the Group additionally acquired Bitauto’s newly issuedsubscribed for 3,400,000 ordinary shares by payingin the follow-on public offering of Dada with cash consideration of RMB328,975. AsRMB277,789,000, resulting in a deemed disposal gain of RMB1,086,784,000 recognized in “shares of results of equity investees” in the consolidated statements of operations and comprehensive income/(loss). After the subsequent investment in December 31, 2019,2020, the Group held approximately 24%46% of Bitauto’sDada’s issued and outstanding shares.shares and had3 out of9 Investmentboard seats. Accordingly, investment in BitautoDada is accounted for using the equity method withas the investment cost allocated as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Carrying value of investment in Bitauto (*) | | | | | | | | | | | | | Proportionate share of Bitauto’s net tangible and intangible assets | | | | | | | | | | | | | | | | | | | | | | | | | | | Positive/(negative) basis difference | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | Positive/(negative) basis difference has been assigned to: | | | | | | | | | | | | | | | | | | | | | | | | | | Amortizable intangible assets (**) | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cumulative losses in equity interest in Bitauto | | | | ) | | | | ) | | | | ) |
(*) | In the first quarter of 2019, the Group conducted impairment assessment on its investment in Bitauto considering the duration and severity of the decline of Bitauto’s stock price after the investment, as well as the financial condition, operating performance and the prospects of Bitauto, and concluded the decline in fair value of the investment was other-than-temporary. Accordingly, the Group recorded impairment charge of RMB488,453 to write down the carrying value of its investment in Bitauto to the fair value, based on quoted closing price of Bitauto’s stock as of March 31, 2019. |
(**) | As of December 31, 2019, the negative basis difference between carrying value of investment in Bitauto and proportionate share of Bitauto’s net tangible and intangible assets was RMB530,143. This difference would not be amortized. |
As of December 31, 2017, 2018 and 2019, the market value of the Group’s investment in Bitauto was approximately RMB3,773,634 andRMB
3,087,400and RMB
1,793,871based on its quoted closing price, respectively.
Group obtained significant influence. F-49 Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
7.8. Investment in equity investees (Continued)
Investment in Dada (Continued) The investment in Dada is accounted for using the equity method with the investment cost allocated as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Carrying value of investment in Dada’s ordinary shares | | | — | | | | 7,280,394 | | Proportionate share of Dada’s net tangible and intangible assets | | | (1,701,718 | ) | | | 3,336,314 | | | | | | | | | | | | Positive basis difference | | | 1,701,718 | | | | 3,944,080 | | | | | | | | | | | | Positive basis difference has been assigned to: | | | | | | | | | | | | 1,605,891 | | | | 3,892,938 | | Amortizable intangible assets (*) | | | 127,770 | | | | 68,189 | | | | | (31,943 | ) | | | (17,047 | ) | | | | | | | | | | | | | | | 1,701,718 | | | | 3,944,080 | | | | | | | | | | | | Cumulative gains/(losses) in equity interest in Dada’s ordinary shares | | | (2,164,050 | ) | | | 854,374 | |
| (*) | As of December 31, 2020, the weighted average remaining life of the intangible assets not included in Dada’s consolidated financial statements was5 years. |
As of December 31, 2020, the market value of the Group’s investment in Dada was RMB25,846,210,000 based on its quoted closing price. As disclosed in Note 6 — “JD Digits reorganization”, investment in JD Digits has been accounted for using the equity method subsequent to June 2020. In June 2020, the Group entered into agreements with JD Digits, pursuant to which the Group has acquired an aggregate of 36.8% equity interest in JD Digits by converting the profit sharing right and investing additional RMB1.78 billion in cash in JD Digits. As the Group and JD Digits are both controlled by Mr. Richard Qiangdong Liu before and after the acquisition of JD Digits’ equity interests, the acquisition is considered as a transaction under common control. Pursuant to ASCthe Group recorded the investment in JD Digits amounting to RMB7.43 billion based on its proportioned net assets of JD Digits. The difference between consideration transferred and the carrying amounts of the net assets received amounting to RMB5.65 billion has been recorded into additionalpaid-in capital as of June 30, 2020. Upon the completion of the acquisition of JD Digits’ equity interests, the investment in JD Digits is accounted for using the equity method. The Group recorded its interests in Yonghui, Dada and JD Digits one quarter in arrears to enable the Group to provide its financial disclosure independent of the reporting schedule of these equity investees.
Notes to the Consolidated Financial Statements 8. Investment in equity investees (Continued) Pre-IPO investment in DadaIn April 2016,Prior to 2018, the Group signed series of agreements with Dada, China’s largest crowdsourcing delivery platform. The Group obtained a) the newly issuedacquired ordinary shares of Dada which represents approximately 81% of the issued and outstanding ordinary shares, or approximately 41% of the equity interests of Dada on a fully diluted basis, b) the newly issued preferred shares of Dada which represents approximately 7%for total consideration of the equity interest in Dada on a fully diluted basis, and c) a warrant to purchase additional preferred shares of Dada at apre-determined
price for the next 2 years. Total consideration for the above investments and warrant was RMB3,508,200RMB4,492,020,000 with a combination of RMB1,298,700RMB2,282,520,000 in cash, the Group’s future services commenced from 2016, including supply chain support for a period of 10 years, traffic and other additional support for a period of 7 years, non-compete obligation in O2O business for a period of 7 years from 2016 and the Group’s O2O business, JD Daojia. The Group holds2
board seats out of6
with the founder of Dada holding the casting vote after the transaction.With the assistance of an independent appraiser,In 2018, the Group estimatedfurther invested cash amounted to RMB1,230,808,000 for acquiring the fair valuenewly issued preferred shares of the assets/investments received as follows: | | | | | | | | | | | | | Assets/investments received by the Group
| | | | | | | | | | | | | | | Warrant to purchase Dada’s preferred shares
| | | | | | | | | | | | | | | | | | | |
Dada. Dada is China’s largest crowdsourcing delivery platform. The investment in Dada’s ordinary shares was accounted for using the equity method as the Group obtained significant influence by the rights to nominate 2 board members out of 6. The investment in Dada’s preferred shares was accounted for under the Measurement Alternative as the underlying preferred shares were not consideredcommon stock and had no readily determinable fair value. Post-IPO investment in Dada On June 5, 2020, Dada completed its IPO on the Nasdaq (“Dada IPO”). Concurrently with Dada IPO, the Group converted its preferred shares investment in Dada to ordinary shares of Dada in entirety. The Group’s interest in Dada was diluted to approximately 48%, resulting in a deemed disposal gain of RMB4,142,260,000 recognized in “shares of results of equity investees” in the consolidated statements of operations and comprehensive income/(loss). In addition, the Group subscribed additional 15,207,548 ordinary shares of Dada with cash consideration of RMB425,066,000. In December 2020, the Group additionally subscribed for 3,400,000 ordinary shares in thefollow-on public offering of Dada with cash consideration of RMB277,789,000, resulting in a deemed disposal gain of RMB1,086,784,000 recognized in “shares of results of equity investees” in the consolidated statements of operations and comprehensive income/(loss). After the subsequent investment in December 2020, the Group held approximately 46% of Dada’s issued and outstanding shares and had3 out of9 board seats. Accordingly, investment in Dada is accounted for using the equity method as the Group obtained significant influence.
Notes to the Consolidated Financial Statements 8. Investment in equity investees (Continued) Investment in Dada (Continued) The investment in Dada is accounted for using the equity method with the investment cost allocated as follows:follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Carrying value of investment in Dada’s ordinary shares | | | | | | | | | | | | | Proportionate share of Dada’s net tangible and intangible assets | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | Positive basis difference | | | | | | | | | | | | | | | | | | | | | | | | | | | Positive basis difference has been assigned to: | | | | | | | | | | | | | | | | | | | | | | | | | | Amortizable intangible assets (*) | | | | | | | | | | | | | | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cumulative losses in equity interest in Dada’s ordinary shares | | | | ) | | | | ) | | | | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Carrying value of investment in Dada’s ordinary shares | | | — | | | | 7,280,394 | | Proportionate share of Dada’s net tangible and intangible assets | | | (1,701,718 | ) | | | 3,336,314 | | | | | | | | | | | | Positive basis difference | | | 1,701,718 | | | | 3,944,080 | | | | | | | | | | | | Positive basis difference has been assigned to: | | | | | | | | | | | | 1,605,891 | | | | 3,892,938 | | Amortizable intangible assets (*) | | | 127,770 | | | | 68,189 | | | | | (31,943 | ) | | | (17,047 | ) | | | | | | | | | | | | | | | 1,701,718 | | | | 3,944,080 | | | | | | | | | | | | Cumulative gains/(losses) in equity interest in Dada’s ordinary shares | | | (2,164,050 | ) | | | 854,374 | |
| (*) | As of December 31, 2019,2020, the weighted average remaining life of the intangible assets not included in Dada’s consolidated financial statements was 65
years. |
As of December 31, 2020, the market value of the Group’s investment in Dada was RMB25,846,210,000 based on its quoted closing price. As disclosed in Note 6 — “JD Digits reorganization”, investment in JD Digits has been accounted for using the equity method subsequent to June 2020. In June 2020, the Group entered into agreements with JD Digits, pursuant to which the Group has acquired an aggregate of 36.8% equity interest in JD Digits by converting the profit sharing right and investing additional RMB1.78 billion in cash in JD Digits. As the Group and JD Digits are both controlled by Mr. Richard Qiangdong Liu before and after the acquisition of JD Digits’ equity interests, the acquisition is considered as a transaction under common control. Pursuant to ASCthe Group recorded the investment in JD Digits amounting to RMB7.43 billion based on its proportioned net assets of JD Digits. The difference between consideration transferred and the carrying amounts of the net assets received amounting to RMB5.65 billion has been recorded into additionalpaid-in capital as of June 30, 2020. Upon the completion of the acquisition of JD Digits’ equity interests, the investment in JD Digits is accounted for using the equity method. The Group recorded its interests in Yonghui, Dada and JD Digits one quarter in arrears to enable the Group to provide its financial disclosure independent of the reporting schedule of these equity investees. F-50
Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
7.8. Investment in equity investees (Continued)
Investment in Dada (Continued) BitautoOn February 16, 2015, the Group completed its investment in Bitauto through the subscription of newly issued ordinary shares, representing approximately25 % of the outstanding ordinary shares of Bitauto. Bitauto is a leading provider of internet content and marketing services for China’s fast-growing automotive industry that is listed on the Nasdaq Stock Market (the “Nasdaq”). Total consideration for the initial investment in Bitauto was RMB5,496,188,000 with a combination of RMB2,450,920,000 in cash and RMB3,045,268,000 in the form of future services, including exclusive access to the new and used car channels on the JD Platform and additional support from the Group’s key platforms for a period of5 years. On June 17, 2016, the Group additionally acquired Bitauto’s newly issued ordinary shares by paying the cash consideration of RMB328,975,000 . As of December 31, 2019, the Group held approximately24 % of Bitauto’s issued and outstanding shares. In June 2020, Bitauto announced its plan of merger with Yiche Holding Limited (“Yiche”) and Yiche Mergersub Limited, pursuant to which Bitauto would be acquired by an investor consortium in anall-cash transaction (the “Going Private Transaction”). In November, 2020, Bitauto completed the Going Private Transaction. As a result, 6,777,887 ordinary shares held by the Group were sold to the investor consortium for a cash consideration, resulting in a gain of RMB713,485,000 recognized in “share of results of equity investees” in the consolidated statements of operations and comprehensive income/(loss). The remaining 10,549,714 rollover shares held by the Group were cancelled in exchange for the same number of shares in Yiche, which is accounted for as investment using the Measurement Alternative. In February 2015 and August 2016, the Group invested US$100,000,000 and US$30,000,000 in cash, respectively, to acquire Yixin’s newly issued preferred shares. Yixin, a controlled subsidiary of Bitauto, is a leading online automobile retail transaction platform in China. The investment in Dada’s preferred shares isYixin was accounted for under the Measurement Alternativecost method as the underlying preferred shares the Group invested in were not considered in-substance common stock and had no readily determinable fair value asvalue. On November 16, 2017, Yixin successfully completed the global offering and traded on the Main Board of December 31, 2019. The warrant is a freestanding financial instrument and was recorded at fair value of RMB45,450 upon initial recognition. On December 28, 2017,the HKEX. After the offering, the Group exercisedheld approximately11 % of Yixin’s issued and outstanding shares and the warrant in entirety in cash and purchased additional preferred shares of Dada, atinvestment is accounted for using the pre-determined
price with the total consideration of RMB983,820. On August 9, 2018, the Group further invested RMB1,230,808 to acquire the newly issued preferred shares of Dada. The Group’s investment in Dada’s ordinary shares has been reduced to0
in 2018. According to ASC323-10-35-25,
equity method, as the Group’s total investment in Dada includes the preferred shares investment, theGroup
should continue to recognize Dada’s losses up to the Group’s carrying value in the preferred shares investment. As of December 31, 2019, the Group recognized a cumulative losspreviously invested in were automatically converted into ordinary shares upon listing and the Group obtained significant influence by the rights to nominate1 non-executive board member out of RMB1,373,385 against9 and the investment in Dada’s preferred shares basedsignificant influence on its controlling shareholder, Bitauto. In November 2020, upon the ownership level and senioritycompletion of preferred shares investmentBitauto’s Going Private Transaction, the Group held approximately 15% equity interest in Dada. AsYiche, the controlling shareholder of December 31, 2019,Yixin. Concurrently with the carrying amountGoing Private Transaction of preferred shares of Dada was RMB2,376,775.Bitauto, the Group no longer had significant influence on Yixin. Accordingly, investment in Yixin ceased to be accounted for using the equity method and commenced to be accounted for as investment securities at fair value.
Notes to the Consolidated Financial Statements In December 2014, the Group acquired 7% equity interest in Tuniu with cash consideration of RMB305,930.RMB305,930,000. Tuniu is a leading online leisure travel company in China that is listed on Nasdaq. The Group accounted for the i
nitiali
nvestment initial investment as an security. On May 22, 2015, the Group additionally acquired Tuniu’s newly issued ordinary shares for total consideration of RMB2,188,490RMB2,188,490,000 with a combination of RMB1,528,275RMB1,528,275,000 in cash and RMB660,215RMB660,215,000 in the form of future services, including granting Tuniu an exclusive right, s
, for a period of 5 years, to operate the leisure travel channels on the JD Platform, and Tuniu becomes the Group’s preferred partner for hotel and air ticket booking services. After the subsequent investment in May 2015, the Group held approximately 28% of Tuniu’s issued and outstanding shares and had 1
one board seat. Hence, the Group adopted equity method of accounting to account for the investment in Tuniu. Investment in Tuniu is accounted for usingIn November 2020, the equity method with the investment cost allocated as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Carrying value of investment in Tuniu (*) | | | | | | | | | | | | | Proportionate share of Tuniu’s net tangible and intangible assets | | | | | | | | | | | | | | | | | | | | | | | | | | | Positive/(negative) basis difference | | | | | | | | | | | | ) | | | | | | | | | | | | | | | Positive/(negative) basis difference has been assigned to: | | | | | | | | | | | | | | | | | | | | | | | | | | Amortizable intangible assets (**) | | | | | | | | | | | | ) | | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cumulative losses in equity interest in Tuniu | | | | ) | | | | ) | | | | ) |
(*) | In the secondand fourth
quarter of 2019, the Group conducted impairment assessments
on its investment in Tuniu considering the duration and severity of the decline of Tuniu’s stock price after the investment, and concluded the decline in fair value of the investment was other-than-temporary. Accordingly, the Group recorded impairment charges
of RMB222,212 and RMB86,072 in the second and fourth
of 2019, respectively, to write down the carrying valueGroup completed disposal of its investment in Tuniu to its fair value, based on quoted closing prices
of Tuniu as of June 30, 2019 and December 31, 2019, respectively. |
(**) | As of December 31, 2019, the negative basis difference between carrying value of investment in Tuniu and proportionate share of Tuniu’s net tangible and intangible assets was RMB175,852. This difference would not be amortized. |
As of December 31, 2017, 2018
and 2019, the market value of the Group’s investment in Tuniu for a cash consideration of RMB457,608,000, and a disposal gain of RMB240,883,000 was approximatelyRMB1,304,082,
RMB867,921recognized in “share of results of equity investees” in the consolidated statements of operations and RMB457,443 based on quoted closing price, respectively.comprehensive income/(loss).
F-52 Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
7.8. Investment in equity investees (Continued)
Investment in Jiangsu Five Star
In April 2019, the Group invested RMB1,274,257 with a combination of cash and assumption of the seller’s debt as consideration to acquire ordinary shares of Jiangsu Five Star, a leading offline retailer of home appliances and consumer electronics, from its existing shareholder (the “Seller”), in exchange for 46% of Jiangsu Five Star’s total
equity interest. The Group also provided a fifteen months interest-bearing loan of
RMB1,024,946 to the Seller and has the rights
to purchase additional shares. Investment in Jiangsu Five Star is accounted for using the equity method as the Group obtained significant influence by the rights to nominate two board members out of five.Investment in Jiangsu Five Star is accounted for using the equity method with the investment cost allocated as follows:
| | | | | | | | | | | | | | | | | | | | | | | | Carrying value of investment in Jiangsu Five Star | | | | | | | | | Proportionate share of Jiangsu Five Star’s net tangible and intangible assets | | | | | | | | | | | | | | | | | | | Positive basis difference | | | | | | | | | | | | | | | | | | | Positive basis difference has been assigned to: | | | | | | | | | | | | | | | | | | Amortizable intangible assets (*) | | | | | | | | | | | | | | | | | | | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cumulative gains in equity interest in Jiangsu Five Star | | | | | | | | |
(*) | As of December 31, 2019, the weighted average remaining lives of the intangible assets and property were19
years and24
years, respectively. |
In February 2015 and August 2016, the Group invested US$100,000 and US$30,000 in cash, respectively, to acquire Yixin’s newly issued preferred shares. Yixin, a controlled subsidiary of Bitauto, is a leading online automobile retail transaction platform in China. The investment in Yixin was accounted for under the cost method as the underlying shares the Group invested in were not consideredin-substance
common stock and had no readily determinable fair value.On November 16, 2017, Yixin successfully completed the global offering and traded on the Main Board oft
he Stock Exchange of Hong Kong Limited. After the offering, the Group held approximately 11% of Yixin’s issued and outstanding shares and the investment is accounted for using the equity method, as the preferred shares the Group previously invested in were automatically converted into ordinary shares upon listing and the Group obtained significant influence by the rights to nominate1
non-executive
board member out of9
and the significant influence on its controlling shareholder, Bitauto.
Notes to the Consolidated Financial Statements
(All amounts in thousands, except for share, per share data or otherwise noted)
7. Investment in equity investees (Continued)
Investment in Yixin (Continued)
Investment in Yixin is accounted for using the equity method with the investment cost allocated as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Carrying value of investment in Yixin | | | | | | | | | | | | | Proportionate share of Yixin’s net tangible and intangible assets | | | | | | | | | | | | | | | | | | | | | | | | | | | Negative basis difference | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cumulative gains in equity interest in Yixin | | | | | | | | | | | | |
As of December 31, 2019, the negative basis difference between carrying value of investment in Yixin and proportionate share of Yixin’s net tangible and intangible assets was RMB456,330. This difference would not be amortized.
As of December 31, 2017,
2018 and 2019, the market value of the Group’s investment in Yixin was approximatelyRMB3,586,393,
RMB1,049,246 and RMB1,060,433 based on quoted closing price, respectively.The Group summarizes the condensed financial information of the Group’s equity investments equity method as a group below in accordance with Rule 4-08 of Regulation S-X: | | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | ) | | | | ) | | | | | ) | | | | ) | | | | ) | Net loss attributable to shareholder s | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | 94,099,295 | | | | 128,942,238 | | | | 140,263,093 | | | | | 26,893,544 | | | | 34,540,510 | | | | 45,590,152 | | | Income/(loss) from operations | | | (1,471,960 | ) | | | (534,006 | ) | | | 5,157,037 | | | Net income/(loss) | | | (1,722,715 | ) | | | (564,940 | ) | | | 2,680,283 | | | Net income/(loss) attributable to ordinary shareholders | | | (1,748,305 | ) | | | (1,235,224 | ) | | | 3,291,840 | |
Notes to the Consolidated Financial Statements
(All amounts in thousands, except for share, per share data or otherwise noted)
7. Investment in equity investees (Continued)
The Group recorded its interests in Yonghui, Bitauto, Dada, Tuniu, Jiangsu Five Star and Yixin one quarter in arrears to enable the Group to provide its financial disclosure independent of the reporting schedule of these equity investees.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 117,073,881 | | | | 129,535,325 | | | | | 97,456,584 | | | | 97,110,227 | | | | | 94,482,219 | | | | 97,668,673 | | | | | 18,910,340 | | | | 17,371,342 | | | | | 10,593,025 | | | | — | | | | | 380,510 | | | | 1,118,940 | |
The Group performs impairment assessment of its investments under the Measurement Alternative and equity method whenever events or changes in circumstances indicate that the carrying value of the investment may not be fully recoverable. Impairment charges in connection with the Measurement Alternative investments of RMB59,987, RMB593,138RMB593,138,000, RMB1,612,139,000 and RMB1,612,139RMB201,646,000 were recorded in others, net“others, net” in the consolidated statements of operations and comprehensive income/(loss) for the years ended December 31, 2017, 2018, 2019 and 2019,2020, respectively. As of December 31, 2019,2020, the accumulated impairment of the Group’s Measurement Alternative investments was RMB2,458,382.RMB2,660,028,000. Impairment charges in connection with the equity method investments of NaN, NaNnil, RMB796,737,000 and RMB796,737RMB487,843,000 were recorded in share“share of results of equity investeesinvestees” in the consolidated statements of operations and comprehensive income/(loss) for the years ended December 31, 2017, 2018, 2019 and 2019,2020, respectively.
Notes to the Consolidated Financial Statements 9. Accounts receivable, net Accounts receivable, net consistsconsist of the following: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Online retail and online marketplace receivables (*) | | | | | | | | | | | | | | | | | | | | | | | | | | Advertising receivables and others | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Allowance for doubtful accounts | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,073,641 | | | | 4,405,669 | | Online retail and online marketplace receivables (*) | | | 2,392,737 | | | | 2,102,828 | | Advertising receivables and others | | | 1,042,211 | | | | 1,169,492 | | | | | | | | | | | | | | | 6,508,589 | | | | 7,677,989 | | Allowance for doubtful accounts | | | (318,001 | ) | | | (566,042 | ) | | | | | | | | | | | | | | 6,190,588 | | | | 7,111,947 | | | | | | | | | | | |
The movements in the allowance for doubtful accounts are as follows: | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | Balance at beginning of the year | | | | ) | | | | ) | | | | ) | | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance at end of the year | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | Balance at beginning of the year | | | (53,981 | ) | | | (178,393 | ) | | | (318,001 | ) | | | | (124,412 | ) | | | (213,395 | ) | | | (330,713 | ) | | | | — | | | | 73,787 | | | | 82,672 | | | | | | | | | | | | | | | | Balance at end of the year | | | (178,393 | ) | | | (318,001 | ) | | | (566,042 | ) | | | | | | | | | | | | | | |
| (*) | For the accounts receivable in relation to consumer financing business, which is recorded in online retail
retail and online marketplace receivables, as JD Digits performs credit risk assessment services for the individuals and purchases the over-due receivables from the Group at carrying values to absorb the risks and obtain the rewards from such business, 0 allowance for doubtful accounts in relation to consumer financing receivables were provided. |
Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
Inventories, net consist of the following: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Packing materials and others | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Inventory valuation allowance | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 58,795,341 | | | | 60,454,174 | | Packing materials and others | | | 223,234 | | | | 470,386 | | | | | | | | | | | | | | | 59,018,575 | | | | 60,924,560 | | Inventory valuation allowance | | | (1,086,419 | ) | | | (1,992,041 | ) | | | | | | | | | | | | | | 57,932,156 | | | | 58,932,519 | | | | | | | | | | | |
10.11. Property, equipment and software, net
Property, equipment and software, net consist of the following: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Building and building improvement | | | | | | | | | | | | | Logistics, warehouse and other heavy equipment | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Less: accumulated depreciation | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,397,628 | | | | 15,111,294 | | Building and building improvement | | | 9,084,029 | | | | 11,276,112 | | Logistics, warehouse and other heavy equipment | | | 6,104,497 | | | | 7,418,054 | | | | | 1,249,667 | | | | 1,775,587 | | | | | 2,100,120 | | | | 2,900,313 | | | | | 388,841 | | | | 440,132 | | | | | 301,919 | | | | 781,274 | | | | | | | | | | | | | | | 33,626,701 | | | | 39,702,766 | | Less: accumulated depreciation | | | (12,911,659 | ) | | | (17,106,196 | ) | | | | (60,971 | ) | | | — | | | | | | | | | | | | | | | 20,654,071 | | | | 22,596,570 | | | | | | | | | | | |
Depreciation expenses were RMB2,310,065, RMB3,533,483RMB3,533,483,000, RMB4,673,362,000 and RMB4,673,362RMB5,037,149,000 for the years ended December 31, 2017, 2018, 2019 and 2019,2020, respectively. 11.12. Land use rights, net
Land use rights, net consist of the following: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Less: accumulated amortization | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,380,221 | | | | 11,786,977 | | Less: accumulated amortization | | | (488,479 | ) | | | (662,064 | ) | | | | | | | | | | | | | | 10,891,742 | | | | 11,124,913 | | | | | | | | | | | |
Amortization expenses for land use rights were RMB84,405, RMB181,101RMB181,101,000, RMB222,143,000 and RMB222,143RMB228,844,000 for the years ended December 31, 2017, 2018, 2019 and 2019,2020, respectively. As of December 31, 2019,2020, amortization expenses related to the land use rights for future periods are estimated to be as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | For the year ending December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 237,578 | | | | 237,578 | | | | 237,578 | | | | 237,578 | | | | 237,578 | | | | 9,937,023 | |
F-55 Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
12.13. Intangible assets, net
Intangible assets, net consist of the following
: following:| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | Domain names and trademark | | | | | | | | | | | | ) | | | | ) | | | | | | | | | | | | | | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5.0 | | | | 6,075,289 | | | | (6,075,289 | ) | | | — | | | | — | | | | | 8.0 | | | | 2,467,005 | | | | (1,502,141 | ) | | | — | | | | 964,864 | | Domain names and trademarks | | | 19.3 | | | | 3,311,250 | | | | (633,360 | ) | | | (27,124 | ) | | | 2,650,766 | | | | | 7.7 | | | | 131,296 | | | | (42,534 | ) | | | (59,663 | ) | | | 29,099 | | | | | 6.1 | | | | 1,049,780 | | | | (499,137 | ) | | | (85,338 | ) | | | 465,305 | | | | | | | | | | | | | | | | | | | | | | | | | | | 9.3 | | | | 13,034,620 | | | | (8,752,461 | ) | | | (172,125 | ) | | | 4,110,034 | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | Domain names and trademark | | | | | | | | | | | | ) | | | | ) | | | | | | | | | | | | | | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | Domain names and trademark | | | | | | | | | | | | ) | | | | ) | | | | | | | | | | | | | | | | | ) | | | | ) | | | | | | | | | | | | | | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5.0 | | | | 6,075,289 | | | | (6,075,289 | ) | | | — | | | | — | | | | | 8.0 | | | | 2,467,005 | | | | (1,810,905 | ) | | | — | | | | 656,100 | | Domain names and trademarks | | | 18.9 | | | | 3,912,034 | | | | (837,403 | ) | | | (27,124 | ) | | | 3,047,507 | | | | | 8.9 | | | | 2,688,696 | | | | (155,415 | ) | | | (59,663 | ) | | | 2,473,618 | | | | | 6.0 | | | | 1,018,617 | | | | (647,616 | ) | | | (85,338 | ) | | | 285,663 | | | | | | | | | | | | | | | | | | | | | | | | | | | 9.5 | | | | 16,161,641 | | | | (9,526,628 | ) | | | (172,125 | ) | | | 6,462,888 | | | | | | | | | | | | | | | | | | | | | | | |
Amortization expenses for intangible assets were RMB1,798,246, RMB1,845,450RMB1,845,450,000, RMB932,550,000 and RMB932,550RMB801,661,000 for the years ended December 31, 2017, 2018, 2019 and 2019,2020, respectively. The Group recorded an impairment charge of RMB15,416,000, NaN RMB15,416 and NaN for the years ended December 31, 2017, 2018, 2019 and 2019,2020, respectively. As of December 31, 2019,2020, amortization expenses related to the intangible assets for future periods are estimated to be as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | For the year ending December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 934,298 | | | | 781,057 | | | | 664,815 | | | | 552,493 | | | | 491,897 | | | | 3,038,328 | |
F-56
Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)The changes in the carrying amount of goodwill wereare as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2016 | | | | | | | | | | | | | | | | | | | | | | | | | | Accumulated impairment loss | | | | | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2017 | | | | | | | | | | | | | | | | | | | | | | | | | | Accumulated impairment loss | | | | | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | ) | | | | | | | | | | | | | | | Balance as of December 31, 2018 | | | | | | | | | | | | | | | | | | | | | | | | | | Accumulated impairment loss | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | Accumulated impairment loss | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2018 | | | | | | | | | | | | | | | | 6,650,570 | | | | 2,593,420 | | | | 9,243,990 | | Accumulated impairment loss | | | (6,901 | ) | | | (2,593,420 | ) | | | (2,600,321 | ) | | | | | | | | | | | | | | | | | | | 6,643,669 | | | | — | | | | 6,643,669 | | | | | | | | | | | | | | | | Balance as of December 31, 2019 | | | | | | | | | | | | | | | | 6,650,570 | | | | 2,593,420 | | | | 9,243,990 | | Accumulated impairment loss | | | (6,901 | ) | | | (2,593,420 | ) | | | (2,600,321 | ) | | | | | | | | | | | | | | | | | | | 6,643,669 | | | | — | | | | 6,643,669 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,628,228 | | | | 1,632,512 | | | | 4,260,740 | | Balance as of December 31, 2020 | | | | | | | | | | | | | | | | 9,278,798 | | | | 4,225,932 | | | | 13,504,730 | | Accumulated impairment loss | | | (6,901 | ) | | | (2,593,420 | ) | | | (2,600,321 | ) | | | | | | | | | | | | | | | | | | | 9,271,897 | | | | 1,632,512 | | | | 10,904,409 | | | | | | | | | | | | | | | |
The Group recorded an impairment charge of RMB6,901,000, NaN RMB6,901 and NaN for the years ended December 31, 2017, 2018, 2019 and 2019,2020, respectively. Short-term borrowings as of December 31, 2017, 2018 and 2019 amounted to RMB200,000, RMB147,264 and NaN, respectively, which consisted of borrowings from financial institutions. All of these borrowings were repayable within one year. The weighted average interest rate for the outstanding borrowings as of December 31, 2017 and 2018 was approximately 7.00% and 4.15 % per annum, respectively.
Accounts payable consistsconsist of the following: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shipping charges payable and others | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 74,639,015 | | | | 84,643,120 | | Shipping charges payable and others | | | 15,789,367 | | | | 22,175,305 | | | | | | | | | | | | | | | 90,428,382 | | | | 106,818,425 | | | | | | | | | | | |
JD Digits and other financial institutions (the “Institutions”) offer supply chain financing services to the Group’s suppliers. Suppliers can sell one or more of the Group’s payment obligations at their sole discretion to the Institutions to receive funds ahead of time to meet their cash flow needs. The Group’s rights and obligations are not impacted. The original payment terms, timing or amount, remain unchanged. As of December 31, 2019 and 2020, RMB12,102,649,000 and RMB11,942,390,000, respectively, of the outstanding payment obligations were elected by the suppliers and sold to the Institutions. Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
16
.16. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consist of the following: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Liabilities for return allowances (*) | | | | | | | | | | | | | Accrued administrative expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Payable related to employees’ exercise of share-based awards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(*) | Liabilities for return allowances were included in “Accounts receivable, net” as of December 31, 2017. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,619,420 | | | | 15,343,647 | | | | | 5,037,530 | | | | 7,983,916 | | | | | 332,893 | | | | 677,253 | | | | | 614,712 | | | | 561,842 | | Liabilities for return allowances | | | 425,135 | | | | 496,005 | | Accrued administrative expenses | | | 368,821 | | | | 513,469 | | | | | 268,054 | | | | 755,900 | | | | | 190,289 | | | | 316,104 | | | | | 43,598 | | | | 135,537 | | Payable related to employees’ exercise of share-based awards | | | 403,398 | | | | 269,172 | | | | | 2,352,330 | | | | 2,981,726 | | | | | | | | | | | | | | | 24,656,180 | | | | 30,034,571 | | | | | | | | | | | |
17
.17. Unsecured senior notes In April 2016, the Company issued unsecured senior notes with 2 maturity dates for an aggregate principal amount of US$1,000,000.1,000,000,000. Listed on the Singapore Stock Exchange, these notes are both fixed rate notes and senior unsecured obligations, with interest payable semi-annually in arrears on and of each year, beginning on October 29, 2016. A summary of the Company’s unsecured senior notes as of December 31, 2017, 2018 and 2019 is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | US$500,000 3.125% notes due 2021 | | | | | | | | | | | | | | | | % | US$500,000 3.875% notes due 2026 | | | | | | | | | | | | | | | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Unamortized discount and debt issuance costs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total principal amounts of unsecured senior notes | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The unsecured senior notes were issued at a discount amounting to RMB79,289.RMB79,289,000. The debt issuance costs of RMB35,727RMB35,727,000 were presented as a direct deduction from the principal amount of the unsecured senior notes in the consolidated balance sheets. In January 2020, the Company issued unsecured senior notes with two maturity dates for an aggregate principal amount of US$1,000,000,000. Listed on the Singapore Stock Exchange, these notes are both fixed rate notes and senior unsecured obligations, with interest payable semi-annually in arrears on and of each year, beginning on July 14, 2020. The unsecured senior notes were issued at a discount amounting to RMB36,805,000. The debt issuance costs of RMB44,681,000 were presented as a direct deduction from the principal amount of the unsecured senior notes in the consolidated balance sheets. For the year ended December 31, 2020, the Group repurchased the Company’s unsecured senior notes with a total principal amounts of US$12,000,000 (RMB78,300,000) at a reacquisition price of US$10,224,000 (RMB72,326,000) from the open market. The repurchased unsecured senior notes were derecognized from the Group’s consolidated balance sheets, and the relevant repurchase gains amounting to RMB11,101,000 were recognized in “interest expense” in the Group’s consolidated statements of operations and comprehensive income/(loss). A summary of the Company’s unsecured senior notes as of December 31, 2019 and 2020 is as follows: | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | US$500,000 3.125% notes due 2021 | | | 3,477,276 | | | | 3,259,882 | | | | 3.37 | % | US$500,000 3.875% notes due 2026 | | | 3,435,216 | | | | 3,219,927 | | | | 4.15 | % | US$700,000 3.375% notes due 2030 | | | — | | | | 4,502,213 | | | | 3.47 | % | US$300,000 4.125% notes due 2050 | | | — | | | | 1,872,416 | | | | 4.25 | % | | | | | | | | | | | | | | | | | | 6,912,492 | | | | 12,854,438 | | | | | | Unamortized discount and debt issuance costs | | | 63,708 | | | | 117,063 | | | | | | | | | | | | | | | | | | | | Total principal amounts of unsecured senior notes | | | 6,976,200 | | | | 12,971,501 | | | | | | | | | | | | | | | | | | | |
Notes to the Consolidated Financial Statements 17. Unsecured senior notes (Continued) The effective interest rates for the unsecured senior notes include the interest charged on the notes as well as amortization of the debt discounts and debt issuance costs. The unsecured senior notes contain covenants including, among others, limitation on liens, consolidation, merger and sale all or substantially all of the Company’s assets. The notes will rank senior in rights
rights of payment to all of the Company’s existing and future obligations expressly subordinated in rights
rights of payment to the notes and rank at least equal in rights
rights of payment with all of the Company’s existing and future unsecured and unsubordinated obligations (subject to any priority rights pursuant to applicable law). The proceeds from issuance of the unsecured senior notes were used for general corporate purposes.
As of December 31, 2019,2020, the principal of the unsecured senior notes of RMB3,488,100RMB3,262,450,000, RMB3,262,450,000, RMB4,534,805,000 and RMB3,488,100RMB1,911,796,000 will be due in 2021, 2026, 2030 and 2026, respectively
, and2050, respectively. The principal of the aggregate amounts repayable of RMB3,488,100 and RMB3,488,100 were within a period of more than one year but not exceeding two years and within a period of more than five years, respectively.unsecured senior notes will be due according to the following schedule:
| | | | | | | | | | | | | | | | 3,262,450 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 9,709,051 | | | | | | | | | | 12,971,501 | | | | | | |
F-59
Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
The Group has operating leases for warehouses, stores, office spaces, delivery centers and other corporate assets that the Group utilizes under lease arrangements. A summary of supplemental information related to operating leases as of December 31, 2019 and 2020 is as follows: | | | | | | | | | | | | | Operating lease ROU assets
| | | | | Operating lease liabilities-current
| | | | | Operating leaseliabilities-non-current
| | | | | | | | | | Total operating lease liabilities
| | | | | | | | | | Weighted average remaining lease term
| | | | | Weighted average discount rate
| | | | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Operating lease ROU assets | | | 8,643,597 | | | | 15,484,082 | | Operating lease liabilities-current | | | 3,193,480 | | | | 5,513,534 | | | | | 5,523,164 | | | | 10,249,957 | | | | | | | | | | | | Total operating lease liabilities | | | 8,716,644 | | | | 15,763,491 | | | | | | | | | | | | Weighted average remaining lease term | | | 4.4 years | | | | 4.8 years | | Weighted average discount rate | | | 4.7 | % | | | 5.0 | % |
A summary of lease cost recognized in the Group’s consolidated statements of operations and comprehensive income/income/(loss)
and supplemental cash flow information related to operating leases is as follows: | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | 3,377,389 | | | | 4,902,615 | | | | | 1,212,899 | | | | 1,902,078 | | | | | | | | | | | | | | | 4,590,288 | | | | 6,804,693 | | | | | | | | | | | | Cash paid for operating leases | | | 3,460,898 | | | | 4,800,707 | |
For the year ended
December 31, 2019
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash paid for operating leases
| | | | |
| (*) | The lease expenses based on ASC 840 were RMB3,086,709
and RMB4,571,036
RMB4,571,036,000 for the yearsyear ended December 31, 2017 and 2018, respectively.2018. |
A summary of maturity of operating lease liabilities under the Group’s non-cancelable operating leases as of December 31, 20192020 is as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | | | | Present value of operating lease liabilities | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | 5,605,832 | | | | | 4,004,569 | | | | | 2,771,987 | | | | | 1,901,198 | | | | | 1,100,481 | | | | | 2,536,240 | | | | | | | | | | | 17,920,307 | | | | | (2,156,816 | ) | | | | | | | Present value of operating lease liabilities | | | 15,763,491 | | | | | | | |
As of December 31, 2019,2020, the Group has no significant lease contract that has been entered into but not yet commenced. As of December 31, 2018, the future minimum lease payments under the Group’s non-cancelable operating lease agreements based on ASC 840 are as follows:
F-60 Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
19
.19. Gain on sale
sale of development properties Gain on sale of development properties for the years ended December 31, 2017, 2018, 2019 and 20192020 were nil, RMB3,884,709,000 and RMB3,884,709,RMB1,648,747,000, respectively. The gain on sale of development properties for the yearyears ended December 31, 2019 and 2020, was mainly derived from disposals of logistics facilities to JD Logistics Properties Core Fund, L.P. (the
“(the “Core Fund”), JD Logistics Properties Core Fund”Fund II, L.P. (the “Core Fund II”) and JD Logistics Properties Development Fund I, L.P. (“Development Fund I”). In 2018, the Group established JD Property to manage the expanding logistics facilities and other real estate properties. In February 2019, JD Property established Core Fund together with GIC Private Limited (“GIC”), Singapore’s sovereign wealth fund, for a total committed capital of over RMB4.8 billion. The Group serves as the general partner and committed 20% of the total capital of Core Fund ,partner, and GIC committed the remaining 80%. Furthermore, on February 27
,in February, 2019,
, the Group entered into definitive agreements with
Core Fund, pursuant to which the Group will dispose of certain modern logistics facilities to Core Fund for a total gross asset value of RMB10.9 approximately RMB11 billion, and concurrently lease back these completed facilities for operational purposes with an initial lease term of 5 to 6 years. The initial annual rent for the completed facilities is approximate RMB0.7 billion that increases by 3% per year throughout each 5 years period, and the rental rate will be adjusted based on the growth rate of fair market rent at the beginning of each 5 years period. Upon the expiry of the initial lease agreement, if the adjusted rental rate is acceptable, the Group may choose to renew the lease with the same terms and conditions. Core Fund will use leverage to finance the purchase, and the closing of the purchase is subject to certain conditions, including the availability of debt financing. The investment committee of Core Fund, which comprises the representatives from the Group and GIC, will oversee the key operations of Core Fund. Given the control over Core Fund is shared between the Group and GIC, the Group does not consolidate Core Fund and investment in Core Fund is accounted for using the equity method as the Group obtained significant influence by the rights to nominate two members of the investment committee out of four. The lease back transaction is classified as an operating lease, and accounted for under ASC 842, the ROU assets and operating lease liabilities were recorded accordingly. InSince the second half of 2019, the closing conditions for the asset group of completed logistics facilities were successively met and Core Fund signed definitive facility agreements with bank consortium to finance the purchase, therefore, the Group recorded a total disposal gain of RMB
3,801,492 RMB3,801,492,000 and RMB194,855,000 for the completed assets for the year ended December 31, ,
2019 , and 2020, respectively, which represents the excess of cash consideration of the net assets, including the consideration received and expected to receive, over the carrying value of the net assets disposed as of the disposal date. For the remaining logistics facilities, under construction, the Group will
derecognize these assets upon satisfaction of the hand-over condition.
Notes to the Consolidated Financial Statements 19. Gain on sale of development properties (Continued) In January 2020, the Group established the second logistics investment fund, Core Fund II, together with GIC to replicate the successful experience of Core Fund. The Group serves as general partner and committed 10% of the total capital of Core Fund II as a limited partner, and GIC committed the remaining 90%. Furthermore, in January, 2020, the Group entered into definitive agreements with Core Fund II to sell certain of its modern logistics facilities for a total gross asset value of approximately RMB5 billion within the following 12 months, and will concurrently lease back some of these completed facilities for operational purposes. Core Fund II will also use leverage to finance the purchase, and the closing of the purchase will be subject to certain conditions, including the availability of debt financing. The related assets and liabilities associated with the sale agreements were classified as assets/liabilities held for sale in the Group’s consolidated balance sheets. In the second half of 2020, the closing conditions for the asset group of completed logistics facilities were met and Core Fund II signed definitive facility agreements with bank consortium to finance the purchase, therefore, the Group recorded a disposal gain of RMB985,890,000 for the completed assets for the year ended December 31, 2020, which represents the excess of cash consideration of the net assets, including the consideration received and expected to receive, over the carrying value of the net assets disposed as of the disposal date. The Group will derecognize remaining logistics facilities upon completion and satisfaction of the handhand-over condition. -As of December 31, 2020, regarding the logistics facilities to be sold to Core Fund and Core Fund II, the Group classified the related undisposed assets and liabilities as assets and liabilities held for sale, which included cash and cash equivalents of RMB115,918,000. In the second half of 2020, JD Property entered into definitive agreements to establish another logistics investment fund, Development Fund I, together with GIC and Mubadala Investment Company (“MIC”) to replicate the successful experience of Core Fund and Core Fund II. Development Fund I plans to acquire some of the Group’s uncompleted modern logistics facilities. The Group serves as general partner and committed 40% of the total capital of Development Fund I as a limited partner, and GIC and MIC committed the remaining 60% collectively. In December 2020, the Group entered into definitive agreements with Development Fund I to sell one of its uncompleted modern logistics facility, and will concurrently lease back such facility for operational purposes when completed. The closing conditions for such facility were met in December 2020 and the Group recorded a disposal gain of RMB468,002,000 for the year ended December 31, 2020, which represents the excess of cash consideration of the net assets, including the consideration received and expected to receive, over condition. the carrying value of the net assets disposed as of the disposal date.
2Notes to the Consolidated Financial Statements
20. Interest income and interest expense Interest income and interest expense consist of the following: | | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Interest income in relation to nonrecourse securitization debt charged to JD Digits | | | | | | | | | | | | | Interest income in relation to loans provided to JD Digits | | | | | | | | | | | | | Interest income in relation to bank deposits, wealth management products and others | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Interest expense in relation to nonrecourse securitization debt | | | | ) | | | | ) | | | | ) | Interest expense in relation to unsecured senior notes, bank borrowings and others | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Interest income in relation to nonrecourse securitization debt charged to JD Digits | | | 527,025 | | | | 37,646 | | | | — | | Interest income in relation to loans provided to JD Digits | | | 119,047 | | | | 40,628 | | | | 31,006 | | Interest income in relation to bank deposits, wealth management products and others | | | 1,471,849 | | | | 1,707,298 | | | | 2,722,354 | | | | | | | | | | | | | | | | | | | 2,117,921 | | | | 1,785,572 | | | | 2,753,360 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Interest expense in relation to nonrecourse securitization debt | | | (527,025 | ) | | | (37,646 | ) | | | — | | Interest expense in relation to unsecured senior notes, bank borrowings and others | | | (327,513 | ) | | | (687,364 | ) | | | (1,125,181 | ) | | | | | | | | | | | | | | | | | | (854,538 | ) | | | (725,010 | ) | | | (1,125,181 | ) | | | | | | | | | | | | | | |
Notes to the Consolidated Financial Statements
(All amounts in thousands, except for share, per share data or otherwise noted)
Others, net consist of the following: | | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | Gain from business and investment disposals | | | | | | | | | | | | | Government financial incentives | | | | | | | | | | | | | Impairment of investments | | | | ) | | | | ) | | | | ) | Foreign exchange gains/(losses), net | | | | | | | | ) | | | | | Gains/(losses) from fair value change of long-term investments | | | | | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | Gains/(losses) from fair value change of long-term investments | | | (1,512,979 | ) | | | 3,495,709 | | | | 29,482,650 | | Government financial incentives | | | 614,658 | | | | 2,222,223 | | | | 2,545,008 | | Gain from business and investment disposals | | | 1,320,266 | | | | 1,199,407 | | | | 278,747 | | Impairment of investments | | | (593,138 | ) | | | (1,954,031 | ) | | | (207,571 | ) | Foreign exchange gains/(losses), net | | | (192,491 | ) | | | 124,070 | | | | (89,992 | ) | | | | 458,859 | | | | 287,931 | | | | 547,597 | | | | | | | | | | | | | | | | | | | 95,175 | | | | 5,375,309 | | | | 32,556,439 | | | | | | | | | | | | | | | |
Government financial incentives represent rewards provided by the relevant PRC municipal government authorities to the Group for business achievements made by the Group. Government financial incentives are recognized in others, net“others, net” in the consolidated statements of operations and comprehensive income/(loss) when the government financial incentives are received and no further conditions need to be met. The amounts of such government financial incentives are determined solely at the discretion of the relevant government authorities and there is no assurance that the Group will continue to receive these government financial incentives in the future.
Notes to the Consolidated Financial Statements The Group is subject to statutory VAT rate of 13% prior toJ
uly 1,2017, 11% from July 1, 2017 to April 30, 2018, ,
10% from May 1, 2018 to March 31, 2019 and 9% from April 1, 2019 for revenues from sales of audio, video products and books in the PRC. The Group is subject to statutorystatutory VAT rate of 17% prior to May 1, 2018, ,
16% from May 1, to March 31, 2019 and 13% from April 1, 2019 for sales of other products in the PRC. The Group is exempted from VAT for revenues from sales of books from January 1, 2014 to December 31, 2020 in comply with relevant VAT regulations of the PRC. The Group is subject to VAT at the rate of 6% or 11%/ 10%/9% (11
%(11% prior to May 1, 2018, 10% from May 1, 2018 to March 31, 2019 and 9% from April 1, 2019) for revenues from logistics services, and 6% for revenues from online advertising and other services. The Group is also subject to cultural undertaking development fees at the rate of 3% on revenues from online advertising services in the PRC, which is reduced by 50% from July 1, 2019 to December 31, 2024.2019, and exempted from January 1, 2020 to December 31, 2021. Notes to the Consolidated Financial Statements
(All amounts in thousands, except for share, per share data or otherwise noted)
Under the current laws of the Cayman Islands, the Company and its subsidiaries incorporated in the Cayman Islands are not subject to tax on income or capital gains. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders. Under the current laws of the British Virgin Islands, entities incorporated in the British Virgin Islands are not subject to tax on their income or capital gains. Under the current laws of the Republic of Indonesia, the Group’s subsidiaries in Indonesia are subject to 25%, 25%, and 22% income tax rate on its taxable income generated from operations in Indonesia.Indonesia for the years ended December 31, 2018, 2019 and 2020, respectively. Under the current Hong Kong Inland Revenue Ordinance, theThe Company’s subsidiaries incorporated in Hong Kong are subject to 16.5% Hong Kong profitatwo-tiered income tax rate on its taxable income generated from operations in Hong Kong for the year of assessment 2017/effective on April 1, 2018. Commencing from the year of assessment 2018/2019, theThe first Hong Kong dollars (“HK$ ”) 2 million of profits earned by its subsidiaries incorporated in Hong Kong will be taxed at half the current tax rate (i.e., 8.25%) while the remaining profits will continue to be taxed at the existing 16.5% tax rate. Under the Hong Kong tax laws, the Company is exempted from the Hong Kong income tax on its foreign-derived income. Additionally, payments of dividends by the subsidiaries incorporated in Hong Kong to the Company are not subject to any Hong Kong withholding tax.
Notes to the Consolidated Financial Statements Under the PRC Enterprise Income Tax Law (the “EIT Law”), the standard enterprise income tax rate for domestic enterprises and foreign invested enterprises is 25%. Most of the Group’s PRC subsidiaries and consolidated VIEs are subject to the statutory income tax rate of 25%. The EIT Law and its implementation rules permit certain High and New Technologies Enterprises, or HNTEs, to enjoy a reduced 15% enterprise income tax rate subject to these HNTEs meeting certain qualification criteria. In addition, the relevant EIT laws and regulations also provide that entities recognized as Software Enterprises are able to enjoy a tax holiday consisting of a two-year-two-year-exemption
exemption commencing from their first profitable calendar year and a 50% reduction in ordinary tax rate for the following three calendar years. Beijing Shangke has been entitled to an exemption from income tax for the first two years and 50% reduction for the next three years from its first profitable year as a “software enterprise”. It has also been qualified as HNTE and enjoys a preferential income tax rate of 15%. The privileges cannot be applied simultaneously. Beijing Shangke applied the privilege of “software enterprise” and was exempted from income tax in 2017, and enjoyed a preferential income tax rate of 12.5% in 2018, 2019 and 2019.2020.Certain enterprises will benefit from a preferential tax rate of 15% under the EIT Law if they are located in applicable PRC regions as specified in the Catalogue of Encouraged Industries in Western Regions (initially effective through the end of 2010 and further extended to 2020)2030), or the Western Regions Catalogue, subject to certain general restrictions described in the EIT Law and the related regulations. Several entities of the Group are qualified as the enterprises within the Catalogue of Encouraged Industries in Western Regions and enjoyed 15% preferential income tax rate.
Notes to the Consolidated Financial Statements
(All amounts in thousands, except for share, per share data or otherwise noted)
According to the relevant laws and regulations in the PRC, enterprises engaging in research and development activities are entitled to claim 150% of their research and development expenses so incurred as tax deductible expenses when determining their assessable profits for that year (“Super Deduction”). The State Taxation Administration of the PRC announced in September 2018 that enterprises engaging in research and development activities would entitle to claim 175% of their research and development expenses as Super Deduction from January 1, 2018 to December 31, 2020. Withholding tax on undistributed dividends The EIT Law also provides that an enterprise established under the laws of a foreign country or region but whose “de facto management body” is located in the PRC be treated as a resident enterprise for the PRC tax purposes and consequently be subject to the PRC income tax at the rate of 25% for its global income. The Implementing Rules of the EIT Law merely define the location of the “de facto management body” as “the place where the exercising, in substance, of the overall management and control of the production and business operation, personnel, accounting, property, etc., of a non-PRC company is located.” Based on a review of surrounding facts and circumstances, the Group does not believe that it is likely that its operations outside of the PRC should be considered as a resident enterprise for the PRC tax purposes. The E
ITEIT law also imposes a withholding income tax of 10% on dividends distributeddistributed by
a Foreign Investment Enterprise to its immediate holding company outside of China, if such immediate holding company is considered as a non-resident enterprise without any establishment or place within China or if the received dividends have no connection with the establishment or place of such immediate holding company within China, unless such immediate holding company’s jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. According to the arrangement between Mainland China and Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion in August 2006, dividends paid by an FIE in China to its immediate holding company in Hong Kong will be subject to withholding tax at a rate of no more than 5% 5% (if the FIE satisfies the criteria for “beneficial owner” under Circular No. 9, which was issued by the State Administration of Taxation in February 2018, and the foreign investor owns directly at least
25% 25% of the shares of the FIE). The Company did not record any dividend withholding tax on the retained earnings of its FIEs in the PRC, as the Company intends to reinvest all earnings in China to further expand its business in China, and its FIEs do not intend to declare dividends on the retained earnings to their immediate foreign holding companies.
The components of income/(loss) before tax are as follows:
| | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Income/(loss) from China operations | | | | | | | | ) | | | | | | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | Total income/(loss) before tax | | | | | | | | ) | | | | | | | | | | | | | | | | | | | Income tax benefits/(expenses) applicable to China operations | | | | | | | | | | | | | Current income tax expenses | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | ) | | | | | | | | | | | | | | | Subtotal income tax expenses applicable to China operations | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | Total income tax expenses | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | |
Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)The components of income/(loss) before tax are as follows: | | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Income/(loss) from China operations | | | (578,300) | | | | 14,177,105 | | | | 15,803,496 | | Income/(loss) from non-China operations | | | (1,795,378) | | | | (484,573) | | | | 35,015,395 | | | | | | | | | | | | | | | | Total income/(loss) before tax | | | (2,373,678) | | | | 13,692,532 | | | | 50,818,891 | | | | | | | | | | | | | | | | Income tax benefits/(expenses) applicable to China operations | | | | | | | | | | | | | Current income tax expenses | | | (437,326) | | | | (1,269,323) | | | | (2,200,572) | | Deferred tax benefits/(expenses) | | | 10,454 | | | | (533,117) | | | | 718,927 | | | | | | | | | | | | | | | | Subtotal income tax expenses applicable to China operations | | | (426,872) | | | | (1,802,440) | | | | (1,481,645) | | | | | | | | | | | | | | | | Total income tax expenses | | | (426,872) | | | | (1,802,440) | | | | (1,481,645) | | | | | | | | | | | | | | | |
Reconciliation of difference between the PRC statutory income tax rate and the Group’s effective income tax rate for the years ended December 31, 2017, 2018, 2019 and 20192020 is as follows: | | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | Statutory income tax rate | | | | % | | | | % | | | | % | Tax effect of preferential tax rates and tax holiday | | | | )% | | | | % | | | | )% | Tax effect of tax-exempt entities | | | | % | | | | )% | | | | % | Effect on tax rates in different tax jurisdiction | | | | % | | | | % | | | | )% | Tax effect of non-deductible expenses | | | | % | | | | )% | | | | % | Tax effect of non-taxable income | | | | )% | | | | % | | | | )% | Tax effect of Super Deduction and others | | | | | | | | % | | | | )% | Changes in valuation allowance | | | | )% | | | | )% | | | | % | Expiration of loss carry forwards | | | | % | | | | )% | | | | | | | | | | | | | | | | | | | | | | | % | | | | )% | | | | % | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | Statutory income tax rate | | | 25.0% | | | | 25.0% | | | | 25.0% | | Tax effect of preferential tax rates and tax holiday | | | 8.3% | | | | (8.1)% | | | | (2.3)% | | Tax effect of tax-exempt entities | | | (1.9)% | | | | 3.7% | | | | (16.8)% | | Effect on tax rates in different tax jurisdiction | | | 2.2% | | | | (3.9)% | | | | (0.5)% | | Tax effect of non-deductible expenses | | | (42.4)% | | | | 5.7% | | | | 0.5% | | Tax effect of non-taxable income | | | 3.8% | | | | (1.0)% | | | | 0.0% | | Tax effect of Super Deduction and others | | | 53.9% | | | | (13.2)% | | | | (4.2)% | | Changes in valuation allowance | | | (66.9)% | | | | 5.0% | | | | 1.2% | | | | | | | | | | | | | | | | | | | (18.0)% | | | | 13.2% | | | | 2.9% | | | | | | | | | | | | | | | |
The following table sets
sets forth the effect of tax holiday: | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Effect of tax holiday on basic net income/( loss ) per share | | | | | | | | | | | | | Effect of tax holiday on diluted net income/( loss ) per share | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | Tax holiday effect (RMB’000) | | | 198,118 | | | | 1,115,598 | | | | 1,153,349 | | Effect of tax holiday on basic net income per share (RMB) | | | 0.07 | | | | 0.38 | | | | 0.38 | | Effect of tax holiday on diluted net income per share (RMB) | | | 0.07 | | | | 0.38 | | | | 0.37 | |
Notes to the Consolidated Financial Statements Deferred tax assets and deferred tax liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | - Net operating loss carry forwards | | | | | | | | | | | | | | | | | | | | | | | | | | - Inventory valuation allowance | | | | | | | | | | | | | - Allowance for doubtful accounts | | | | | | | | | | | | | - Unrealized fair value losses for certain investments | | | | | | | | | | | | | Less: valuation allowance | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | - Intangible assets arisen from business combination | | | | | | | | | | | | | - Accelerated tax depreciation and others | | | | | | | | | | | | | | | | | | | | | | | | | | | Total deferred tax liabilities | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | - Net operating loss carry forwards and others | | | 2,775,074 | | | | 3,144,116 | | | | | 137,128 | | | | 208,335 | | - Inventory valuation allowance | | | 271,605 | | | | 498,010 | | - Allowance for doubtful accounts | | | 214,932 | | | | 382,459 | | - Unrealized fair value losses for certain investments | | | 356,259 | | | | 588,690 | | Less: valuation allowance | | | (3,674,442 | ) | | | (4,288,864 | ) | | | | | | | | | | | | | | 80,556 | | | | 532,746 | | | | | | | | | | | | | | | | | | | | | - Intangible assets arisen from business combination | | | 748,691 | | | | 1,560,099 | | - Accelerated tax depreciation and others | | | 590,297 | | | | 361,732 | | | | | | | | | | | | Total deferred tax liabilities | | | 1,338,988 | | | | 1,921,831 | | | | | | | | | | | |
As of December 31, 2019,2020, the accumulated net operating loss of RMB5,413,758RMB7,246,591,000 of the Company’s subsidiaries incorporated in Singapore and Hong Kong can be carried forward indefinitely to offset future taxable income, the remaining accumulated net operating loss of RMB8,863,674 RMB8,102,332,000 mainly arose from the Company’s subsidiaries and consolidated VIEs established in the PRC and Indonesia, which can be carried forward to offset future taxable income and will expire during the period from 20202021 to 2024. 2025. A valuation allowance is provided against deferred tax assets when the Group determines that it is more likely than not that the deferred tax assets will not be utilized in the future. In making such determination, the Group evaluates a variety of factors including the Group’s entities’ operating history, accumulated deficit, existence of taxable temporary differences and reversal periods. Valuation allowances provided on the deferred tax assets mainly related to the net operating loss carry forwards, as the Group’s management does not believe that sufficient positive evidence exists to conclude that the benefits of such deferred tax assets is more likely than not to be realized. The amount of valuation allowance offset in deferred tax assets as of December 31, 2019 and 2020 was RMB3,674,442,000 and RMB4,288,864,000, respectively. The movements of valuation allowance of deferred tax assets are as follows: | | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | Balance at beginning of the year | | | 1,480,570 | | | | 2,996,294 | | | | 3,674,442 | | | | | 2,755,222 | | | | 7,635,196 | | | | 4,393,499 | | | | | (1,239,498 | ) | | | (6,957,048 | ) | | | (3,779,077 | ) | | | | | | | | | | | | | | | Balance at end of the year | | | 2,996,294 | | | | 3,674,442 | | | | 4,288,864 | | | | | | | | | | | | | | | |
F-67
Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
c)Deferred tax assets and deferred tax liabilities (Continued)
The Group has incurred net accumulated operating losses for income tax purposes since its inception. The Group believes that it is more likely than not that these net accumulated operating losses (except for the net operating loss generated by certain entities in 2017, 2018 and 2019) and other deferred tax assets will not be utilized in the future based on its estimate of the operation performance of these PRC entities. The amount of valuation allowance offset in deferred tax assets as of December 31, 2017, 2018 and 2019 wasRMB1,480,570,
RMB2,996,294 and RMB3,674,442,
respectively.The movements of valuation allowance of deferred tax assets are as follows:
| | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | Balance at beginning of the year | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | Balance at end of the year | | | | | | | | | | | | | | | | | | | | | | | | | | |
23
.23. Convertible redeemable non-controlling interests JD Logistics Series A Preference Shares In February 2018, the Group entered into definitive agreements with third-party investors to raise financing for Jingdong Express, the parent company of JD Logistics, with the total amount of approximately US$ 2,510,0002.5 billion (RMB16.0 billion) by issuance of the series A preferredpreference shares of Jingdong ExpressJD Logistics (“ Jingdong ExpressJD Logistics Series A PreferredPreference Shares”), representing approximately 19% of the ownership of Jingdong ExpressJD Logistics on a fully diluted basis. In August 2020, JD Logistics issued additional JD Logistics Series A Preference Shares to third-party investors in exchange for approximately US$64 million (RMB443 million).The Group determined that Jingdong ExpressJD Logistics Series A PreferredPreference Shares should be classified as mezzanine equity upon their issuance since they were contingently redeemable by the holders 5 years from the issuance date in the event that a qualified initial public offering (‘‘Qualified IPO’’) has not occurred and Jingdong ExpressJD Logistics Series A PreferredPreference Shares have not been converted. The Qualified IPO is defined as an IPO that (i) has been approved by the Board of Directors of Jingdong ExpressJD Logistics or (ii) with the offering price per share that values Jingdong ExpressJD Logistics at no less than US$20,000,00020 billion on a fully diluted basis immediately following the completion of such offering. The Group records accretion on Jingdong ExpressJD Logistics Series A PreferredPreference Shares, where applicable, to the redemption value from the issuance date to the earliest redemption date. The Group determined that there were no embedded derivatives requiring bifurcation as the economic characteristics and risks of the embedded conversion and redemption features are clearly and closely related to that of Jingdong ExpressJD Logistics Series A PreferredPreference Shares. Jingdong ExpressJD Logistics Series A PreferredPreference Shares are not readily convertible into cash as there is not a market mechanism in place for trading of Jingdong Express’sJD Logistics’ shares. The Group determined that there was no embedded beneficial conversion feature attributable to Jingdong ExpressJD Logistics Series A PreferredPreference Shares because the initial effective conversion prices were higher than the fair value of Jingdong Express’sJD Logistics’ ordinary shares determined by the Group with the assistance from an independent valuation firm. The rights, preferences and privileges of Jingdong ExpressJD Logistics Series A PreferredPreference Shares are as follows: As regards to dividends, Jingdong ExpressJD Logistics Series A PreferredPreference Shares shall rank pari passu with the ordinary shares and the holders of Jingdong ExpressJD Logistics Series A PreferredPreference Shares shall be entitled to the same amount of dividends as the holders of the ordinary shares on an as converted basis as if they were a single class. No dividend or distribution shall be payable except out of any funds legally available. Notes to the Consolidated Financial Statements
(All amounts in thousands, except for share, per share data or otherwise noted)
23
. Convertible redeemablenon-controlling
interests (Continued)The holder of each ordinary share issued and outstanding should have vote in respect of each ordinary share held and the holder of each Jingdong ExpressJD Logistics Series A Preferred SharesPreference Share shall carry such number of votes as is equal to the number of votes of ordinary shares then issuable upon the conversion of such Jingdong ExpressJD Logistics Series A PreferredPreference Shares. The holders of Jingdong ExpressJD Logistics Series A PreferredPreference Shares and the holders of ordinary shares shall vote together and not as a separate class. In the event of any voluntary or involuntary liquidation, dissolution or winding up of Jingdong Express,JD Logistics, all assets and funds of Jingdong ExpressJD Logistics legally available for distribution (after satisfaction of all creditors’ claims and claims that may be preferred by law) shall be distributed ratably among the holders according to their relative number of ordinary shares held by such holders (all Jingdong ExpressJD Logistics Series A PreferredPreference Shares as if they had been converted into ordinary shares immediately prior to such liquidation, dissolution or winding up of Jingdong Express)JD Logistics).
Notes to the Consolidated Financial Statements 23. Convertible redeemablenon-controlling interests (Continued) From and after the fifth anniversary of Jingdong ExpressJD Logistics Series A PreferredPreference Shares original issuance date, and prior to the consummation of a Qualified IPO, each holder of Jingdong ExpressJD Logistics Series A PreferredPreference Shares shall have the rights at any time to require and demand Jingdong ExpressJD Logistics to redeem all or any portion of Jingdong ExpressJD Logistics Series A PreferredPreference Shares held by such holder. The initial redemption price payable on each Jingdong ExpressJD Logistics Series A Preferred SharesPreference Share is the total of: | | (i) | any dividend relating to each Jingdong ExpressJD Logistics Series A Preferred SharesPreference Share which has been declared by Jingdong ExpressJD Logistics but unpaid, to be calculated up to and including the date of the redemption; plus |
| | (ii) | Jingdong ExpressJD Logistics Series A PreferredPreference Shares purchase price, that is US$ 2.50 per Jingdong ExpressJD Logistics Series A PreferredPreference Shares, subject to appropriate adjustments in the event of any share dividend, share combination or similar recapitalization events. |
Jingdong ExpressJD Logistics accretes changes in the redemption value over the period from the date of issuance to the earliest redemption date of Jingdong ExpressJD Logistics Series A PreferredPreference Shares using effective interest method. Changes in the redemption value are considered to be changes in accounting estimates. The accretion is recorded against retained earnings, or in the absence of retained earnings, by charges against additional Once additional has been exhausted, additional charges are recorded by increasing the accumulated deficit. Each Jingdong ExpressJD Logistics Series A Preferred SharesPreference Share shall be convertible, at the option of the holder of Jingdong ExpressJD Logistics Series A PreferredPreference Shares, at any time after the date of issuance of such Jingdong ExpressJD Logistics Series A PreferredPreference Shares, into such number of fully paid and non-assessable ordinary shares as is determined by dividing Jingdong ExpressJD Logistics Series A PreferredPreference Shares purchase price by the conversion price then applicable to such Jingdong ExpressJD Logistics Series A PreferredPreference Shares. The conversion price of each Jingdong ExpressJD Logistics Series A Preferred SharesPreference Share is the same as its original issuance price if no adjustments to conversion price have occurred. As of December 31, 2019,2020, each Jingdong Express JD Logistics Series A Preferred SharesPreference Share is convertible into 1 ordinary share. Each Jingdong ExpressJD Logistics Series A Preferred SharesPreference Share shall automatically be converted into ordinary shares (i) upon the consummation of a Qualified IPO; or (ii) in the event that the holders of Jingdong ExpressJD Logistics Series A PreferredPreference Shares holding at least 50% of Jingdong ExpressJD Logistics Series A PreferredPreference Shares in issue elect to convert Jingdong ExpressJD Logistics Series A PreferredPreference Shares. The convertible redeemablenon-controlling interests of JD Logistics Series A Preference Shares for the years ended December 31, 2019 and 2020 are summarized as follows: | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2018 | | | 1,004,000,000 | | | | 15,961,284 | | Net income attributable to mezzanine equity classified as non-controlling interests shareholders | | | — | | | | 3,100 | | | | | | | | | | | | Balance as of December 31, 2019 | | | 1,004,000,000 | | | | 15,964,384 | | | | | | | | | | | | | | | 22,867,347 | | | | 443,039 | | Net loss attributable to mezzanine equity classified as non-controlling interests shareholders | | | — | | | | (288 | ) | | | | | | | | | | | Balance as of December 31, 2020 | | | 1,026,867,347 | | | | 16,407,135 | | | | | | | | | | | |
F-69
Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data orotherwise
noted
)23
.23. Convertible redeemable non-controlling interests (Continued) Kuayue Express Series A and A+ Preference Equity Instruments In August and October 2018, Kuayue Express entered into definitive agreements with third-party investors and issued equity instruments of Kuayue Express with preference rights (“Kuayue Express Series A and A+ Preference Equity Instruments”). The Group determined that Kuayue Express Series A and A+ Preference Equity Instruments should be classified as mezzanine equity since they were contingently redeemable by the holders 9 years from the issuance date in the event that an initial public offering has not occurred. The Group records accretion on Kuayue Express Series A and A+ Preference Equity Instruments, where applicable, to the redemption value from the issuance date to the earliest redemption date. The Group determined that there were no embedded derivatives requiring bifurcation as the economic characteristics and risks of the embedded redemption feature are clearly and closely related to that of Kuayue Express Series A and A+ Preference Equity Instruments. Kuayue Express Series A and A+ Preference Equity Instruments are not readily convertible redeemableinto cash as there is not a market mechanism in place for trading of equity instruments of Kuayue Express. The primary preference rights of Kuayue Express Series A and A+ Preference Equity Instruments are as follows: Each of the Kuayue Express Series A and A+ Preference Equity Instrument has voting rights equivalents to the number of ordinary equity securities into which such equity instrument with preference rights could be then convertible. The holders of Kuayue Express Series A and A+ Preference Equity Instruments are entitled to receive dividends, out of any assets legally available, as and if declared by the board of directors of Kuayue Express. Such distributions shall not be cumulative. To the extent any dividend is declared and paid, such dividend shall be paid ratably to all holders of equity securities in Kuayue on a fully diluted basis. In the event of any liquidation, dissolution or winding up of Kuayue Express, either voluntary or involuntary, distributions to shareholders of Kuayue Express shall be made in the following manner (after satisfaction of all creditors’ claims and claims that may be preferred by law): Each holder of Kuayue Express Series A and A+ Preference Equity Instruments shall be entitled to receive the amount equal to 100% of the applicable purchase price of such Kuayue Express Series A and A+ Preference Equity Instruments, plus the corresponding share of retained profits of Kuayue Express, prior and in preference to any distribution of any of the assets or surplus funds of Kuayue Express to the holders of ordinary equity securities. If the assets and funds available for distribution shall be insufficient to permit the payment to such holders of the full preferred preference amount, the liquidation preference amount will be distributed ratably to the holders of Kuayue Express Series A and A+ Preference Equity Instruments in accordance with their relative shareholding. After distributing or paying in full the liquidation preference amount to all of the holders of Kuayue Express Series A and A+ Preference Equity Instruments, the remaining assets of Kuayue Express available for distribution, if any, shall be distributed to the holders of ordinary equity securities on apro-rata basis, based on the number of equity securities then held by each holder on a fully diluted basis.
Notes to the Consolidated Financial Statements 23. Convertible redeemablenon-controlling interests (Continued) Upon the earlier to occur of (i) Kuayue Express has not completed an IPO following the ninth (9th) anniversary of the issuance date of Kuayue Express Series A or A+ Preference Equity Instruments, or (ii) any material breach of any transaction agreement by Kuayue Express or any founder party of Kuayue Express, any holder of Kuayue Express Series A or A+ Preference Equity Instruments may require Kuayue Express to redeem any or all of the then outstanding equity securities held by such holders at the redemption price which represent the purchase price, plus an interest at an annual rate of 5% calculating from the issuance date to the payment date, less any retained profits collected by such holder. The redeemablenon-controlling interests of Kuayue Express Series A and A+ Preference Equity Instruments for the yearsyear ended December 31, 2018 and 20192020 are summarized as follows: | | | | | | | | | | | | | Balance as of December 31, 2019 | | | 0 | | | | | 719,144 | | Net income attributable to mezzanine equity classified asnon-controlling interests shareholders | | | 6,929 | | | | | | | Balance as of December 31, 2020 | | | 726,073 | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2017 | | | | | | | | | | | | | | | | | | Less: preferred shares issuance costs | | | | | | | | ) | Net income from continuing operations attributable to mezzanine equity classified as non-controlling interests shareholders | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2018 | | | | | | | | | | | | | | | | | | | Net income from continuing operations attributable to mezzanine equity classified as non-controlling interests shareholders | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2019 | | | | | | | | | | | | | | | | | | |
Notes to the Consolidated Financial Statements 24. Financing for JD Health In May 2019, the Group’s healthcare subsidiary, JD Health International, Inc. (“JD Health”) entered into definitive agreements for the series A preferredpreference share financing (“JD Health Series A PreferredPreference Shares”) with a group of third-party investors. The total amount of financing raised US$931 million, from JD Health Series A Preference Shares was approximately RMB6.5 billion, representing 13.5% of the ownership of JD Health on a fully diluted basis.In August 2020, JD Health entered into definitive agreements for thenon-redeemable series B preferred share financing (“JD Health Series B Preference Shares”) with a group third-party investors. The total amount of financing raised from JD Health Series B Preference Shares was approximately RMB6.3 billion, representing 4.5% of the ownership of JD Health on a fully diluted basis. The Group determined that JD Health Series A PreferredPreference Shares and JD Health Series B Preference Shares should be classified as non-controlling interests upon its issuance since they were not redeemable by the holders. In December 2020, JD Health IPO was completed with net proceeds after deducting underwriting commissions, share issuance costs and offering expenses approximately amounted to RMB25.7 billion, representing 13.8% of the issued share capital of JD Health immediately after the completion of the exercise of the over-allotment option. Upon the completion of JD Health IPO, JD Health Series A Preference Shares and JD Health Series B Preference Shares have been converted into ordinary shares of JD Health. As of December 31, 2019, among the proceeds received, RMB1,045,400RMB1.0 billion was recorded as non-controlling interests and RMB5,232,343RMB5.2 billion was recorded as additionalpaid-in capital. As of December 31, 2020, among the proceeds received, RMB11.8 billion was recorded asnon-controlling interests and RMB26.7 billion was recorded as additional paid-in capital. 225. Financing for JD MRO
5In April and December 2020, JD Industrial Technology Inc. (“JD MRO”), the Group’s subsidiary specialized in industrial maintenance, repair and operations products and services, entered into definitive agreements fornon-redeemable .series A and seriesA-1 preference share financing (“JD MRO Series A andA-1 Preference Shares”) with a group of third-party investors. The total amount of financing arising from JD MRO Series A andA-1 Preference Shares was approximately US$335 million. The Group held over 80% of JD MRO’s issued and outstanding shares after the financing of JD MRO Series A andA-1 Preference Shares.The Group determined that JD MRO Series A and A- 1 Preference Shares should be classified asnon-controlling interests upon its issuance since they were not redeemable by the holders. As of December 31, 2020, among the proceeds received, RMB0.5 billion was recorded asnon-controlling interests and RMB1.8 billion was recorded as additionalpaid-in capital, the remaining proceeds was received in January 2021.
Notes to the Consolidated Financial Statements Upon inception, 1 ordinary share was issued at a par value of US$0.00002 per share. In March 2014, the Company issued 351,678,637 ordinary shares to Huang River Investment Limited, a wholly owned subsidiary of Tencent Holdings
Holdings Limited in connection with Tencent Transaction (Note 30
) 31). Additionally, upon the initial public offering in May 2014, the Company issued 166,120,400 Class A ordinary shares. Concurrently, the Company issued 139,493,960 Class A ordinary shares in a private placement to Huang River Investment Limited. In June 2016, the Company issued 144,952,250 Class A ordinary shares to Newheight Holdings Ltd., a wholly owned subsidiary of Walmart,Wal-Mart Stores, Inc. (“Walmart”), in connection with Walmart Transaction.In June 2018, the Company issued 27,106,948 Class A ordinary shares to Google LLC, and received a consideration of US$549,836 (RMB3,531,870)RMB3,531,870,000 after deducting financing charges. In May 2019, the Company issued 8,127,302 Class A ordinary shares to Huang River Investment Limited (Note )In May 2020, the Company issued 2,938,584 Class A ordinary shares to Huang River Investment Limited (Note 31). In June 2020, the Company completed its global offering and the Company’s shares have been listed on the Main Board of the HKEX. Accordingly, the Company issued 152,912,100 Class A ordinary shares, including the exercise of the over-allotment option. The ordinary shares reserved for future exercise of the RSUs and share options were 149,369,486,
160,323,374 137,075,214 and 137,075,214139,186,246 as of December 31, 2017,
2018 2019 and 2019,2020, respectively. Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
26
.27. Share repurchase program In September 2015, the Company’s Board of Directors authorized a share repurchase program (“2015 share repurchase program”) under which the Company may repurchase up to US$1,000,000 worth of its American depositary shares (“ADSs”) over the following 24 months. In December 2018, the Company’s Board of Directors authorized a share repurchase program (“2018 share repurchase program”) under which the Company may repurchase up to US$1,000,0001,000,000,000 worth of its ADSs over the following 12 months. The share repurchases may be made in accordance with applicable laws and regulations through open market transactions, privately negotiated transactions or other legally permissible means as determined by the management.
Under the 2015 2018 share repurchase program, the Company repurchased 31,065,784 ADSs for US$800,000 (RMB5,338,276)
on the open market, at a weighted average price of US$25.75 per ADS, and entered into structured repurchase agreements involving the use of capped call options for the purchase of shares during the year ended December 31, 2016. The Company paidan
aggregate price of US$300,000 (RMB2,007,100) for the structured repurchase agreements during the year ended December 31, 2016, and received US$216,220 (RMB1,463,218) and US$107,239 (RMB737,501) upon the settlement of these agreements during the years ended December 31, 2016 and 2017, respectively, as the outcomeof these arrangements was based entirely on the Company’s stock price and did not require the Company to deliver either shares or cash, other than the initial investment, the entire transaction was recorded in the shareholders’ equity.
No repurchase activity was incurred in 2017.
Under the
2018 share repurchase program, as of December 31, 2019, the Company repurchased 2,332,048 ADSs. For the year ended December 31, 2018, the Company repurchased 1,396,200 ADSs for US$29,999 (RMB205,886)29,999,000 (RMB205,886,000) on the open market, at a weighted average price of US$21.48 per ADS. For the year ended December 31, 2019, the Company repurchased 935,848 ADSs for US$19,101 (RMB131,010)19,101,000 (RMB131,010,000) on the open market, at a weighted average price of US$20.41 per ADS. In March 2020, the Company’s Board of Directors authorized a share repurchase program (“2020 share repurchase program”) under which the Company may repurchase up to US$2,000,000,000 worth of its ADSs over the following 24 months. The share repurchases may be made in accordance with applicable laws and regulations through open market transactions, privately negotiated transactions or other legally permissible means as determined by the management. Under the 2020 share repurchase program, the Company repurchased 1,191,370 ADSs for US$44,132,000 (RMB311,776,000) on the open market, at a weighted average price of US$37.04 per ADS, for the year ended December 31, 2020. The Company accounts for the repurchased ordinary shares under the cost method and includes such treasury stock as a component of the shareholders’ equity.
Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
27
.28. Other comprehensive income Changes in the composition of accumulated other comprehensive income attributable to ordinary shareholders for the years ended December 31, 2017, 2018, 2019 and 20192020 are as follows: | | | | | | | | | | | | | | | | Foreign currency
translation
adjustments | | | Net unrealized gains/(losses) on available-for-sale securities | | | | | | | | | | | | | | | Balances as of December 31, 2016 | | | | | | | | | | | | | Other comprehensive income/(loss) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | Balances as of December 31, 2017 | | | | | | | | | | | | | Cumulative effect of changes in accounting principles related to financial instruments | | | | | | | | ) | | | | ) | Other comprehensive income/(loss) | | | | | | | | ) | | | | | | | | | | | | | | | | | | | Balances as of December 31, 2018 | | | | | | | | | | | | | Other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | Balances as of December 31, 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | Foreign currency
translation
adjustments | | | Net unrealized gains/(losses) on securities | | | | | | | | | | | | | | | | Balances as of December 31, 2017 | | | 661,685 | | | | 1,180,396 | | | | 1,842,081 | | Cumulative effect of changes in accounting principles related to | | | — | | | | (1,156,642 | ) | | | (1,156,642 | ) | Other comprehensive income/(loss) | | | 2,696,784 | | | | (23,127 | ) | | | 2,673,657 | | | | | | | | | | | | | | | | Balances as of December 31, 2018 | | | 3,358,469 | | | | 627 | | | | 3,359,096 | | Other comprehensive income | | | 749,865 | | | | 54,186 | | | | 804,051 | | | | | | | | | | | | | | | | Balances as of December 31, 2019 | | | 4,108,334 | | | | 54,813 | | | | 4,163,147 | | | | | (7,656,413 | ) | | | (54,802 | ) | | | (7,711,215 | ) | | | | | | | | | | | | | | | Balances as of December 31, 2020 | | | (3,548,079 | ) | | | 11 | | | | (3,548,068 | ) | | | | | | | | | | | | | | |
The income tax effects related to the accumulated other comprehensive income we
re were insignificant for all periods presented. 28
.29. Share-based compensation For the years ended December 31, 2017, 2018, 2019 and 2019,2020, total share-based compensation expenses recognized were RMB2,780,062, RMB3,659,989RMB3,659,989,000, RMB3,694,955,000 and RMB3,694,955,RMB4,155,933,000, respectively. The following table sets forth the allocation of share-based compensation expenses: | | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | General and administrative | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | 71,983 | | | | 82,243 | | | | 98,168 | | | | | 418,895 | | | | 440,167 | | | | 646,331 | | | | | 190,499 | | | | 258,860 | | | | 346,952 | | | | | 1,162,579 | | | | 1,340,317 | | | | 1,400,067 | | General and administrative | | | 1,816,033 | | | | 1,573,368 | | | | 1,664,415 | | | | | | | | | | | | | | | | | | | 3,659,989 | | | | 3,694,955 | | | | 4,155,933 | | | | | | | | | | | | | | | |
The Company granted share-based awards to eligible employees and non-employees pursuant to a share incentive plan entitled “Share Incentive Plan”, which was adopted on November 13, 2014 and governed the terms of the awards. As of December 31, 2019,2020, the Group had reserved 141,383,893142,927,412 ordinary shares available to be granted as share-based awards under the Share Incentive Plan. Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
28.29. Share-based compensation (Continued)
(1) Employee and non-employee awards The RSUs and share options are generally scheduled to be vested over two to ten years. One-second, one-third, one-fourth, one-fifth, one-sixth, or one-tenth of the awards, depending on different vesting schedules of the Plans, shall beare usually vested upon the end of the calendar year in which the awards were granted or the first anniversary dates of the grants, and the remaining of the awards shall be vested on straight line basis at the end of the remaining calendar or the anniversary years. Starting from the year ended December 31, 2016, certain awards had multiple tranches with tiered vesting commencement dates from 2016 to 2025, and each of the tranches is subject to asix-year vesting schedule.Upon the reorganization of JD Digits, the employees’ status of JD Digits changed from the employees of the Company’s subsidiary to non-employees of the Company. Subsequent to June 2020, the employees’ status of JD Digits changed fromnon-employees of the Company to employees of the Company’s equity method investee. Share-based awards granted by the Company to employees of JD Digits and share-based awards granted by JD Digits to employees of the Company were insignificant for all periods presented. A summary of activities of the service-based RSUs for the years ended December 31, 2017, 2018, 2019 and 20192020 is presented as follows :follows:| | | | | | | | | | | | | | | Weighted-Average Grant-Date Fair Value | | | | | | | | | | Unvested as of January 1, 2017 | | | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | ) | | | | | | | | | | | | | | | Unvested as of December 31, 2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | ) | | | | | | | | | | | | | | | Unvested as of December 31, 2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | ) | | | | | | | | | | | | | | | Unvested as of December 31, 2019 | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | Weighted-Average Grant-Date Fair Value | | | | | | | | | | Unvested as of December 31, 2017 | | | 106,045,892 | | | | 13.77 | | | | | 40,383,436 | | | | 18.95 | | | | | (16,137,554 | ) | | | 12.47 | | | | | (11,795,682 | ) | | | 15.16 | | | | | | | | | | | | Unvested as of December 31, 2018 | | | 118,496,092 | | | | 15.58 | | | | | | | | | | | | | | | 33,202,744 | | | | 14.29 | | | | | (20,423,568 | ) | | | 14.96 | | | | | (30,444,064 | ) | | | 15.36 | | | | | | | | | | | | Unvested as of December 31, 2019 | | | 100,831,204 | | | | 15.35 | | | | | | | | | | | | | | | 42,621,084 | | | | 26.44 | | | | | (20,632,596 | ) | | | 15.25 | | | | | (14,550,450 | ) | | | 16.13 | | | | | | | | | | | | Unvested as of December 31, 2020 | | | 108,269,242 | | | | 19.62 | | | | | | | | | | | |
As of December 31, 2017,
2018 2019 and 2019, 5,719,884,
5,798,9702020, 4,478,140 and 4,478,1403,325,796 outstanding service-based RSUs were held by non-employees and employees of the Company’s equity method investee, respectively, mainly including employees of JD Digits, respectively.Digits.For the years ended December 31, 2017, 2018, 2019 and 2019,2020, total share-based compensation expenses recognized by the Group for the service-based RSUs granted were RMB2,462,881, RMB2,968,468RMB2,968,468,000, RMB2,958,847,000 and RMB2,958,847,RMB3,084,849,000, respectively. As of December 31, 2019,2020, there were RMB6,000,108RMB7,483,273,000 of unrecognized share-based compensation expenses related to the service-based RSUs granted. The expenses are expected to be recognized over a weighted-average period of 4.74.8 years. The total fair value and intrinsic value of service-based RSUs vested was US$ 213,155 (RMB1,438,012
)295,632,000 (RMB1,892,221,000), US$ 295,632312,962,000 (RMB2,125,609,000) and US
$312,962US$493,843,000 (RMB3,457,997,000) during the years ended December 31, 2017, 2018, 2019 and 2019,2020, respectively.
Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
28.29. Share-based compensation (Continued)
(1) Employee and non-employee awards (Continued) b) Performance-based RSUs A summary of activities of the performance-based RSUs for the years ended December 31, 2017, 2018, 2019 and 20192020 is presented as follows :follows:| | | | | | | | | | | | | | | Weighted-Average Grant-Date Fair Value | | | | | | | | | | Unvested as of January 1, 2017 | | | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | Unvested as of December 31, 2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | ) | | | | | | | | | | | | | | | Unvested as of December 31, 2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | ) | | | | | | | | | | | | | | | Unvested as of December 31, 2019 | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | Weighted-Average Grant-Date Fair Value | | | | | | | | | | Unvested as of December 31, 2017 | | | 213,486 | | | | 6.33 | | | | | — | | | | — | | | | | (103,788 | ) | | | 6.33 | | | | | (30,152 | ) | | | 6.33 | | | | | | | | | | | | Unvested as of December 31, 2018 | | | 79,546 | | | | 6.33 | | | | | | | | | | | | | | | — | | | | — | | | | | (39,772 | ) | | | 6.33 | | | | | (19,888 | ) | | | 6.33 | | | | | | | | | | | | Unvested as of December 31, 2019 | | | 19,886 | | | | 6.33 | | | | | | | | | | | | | | | — | | | | — | | | | | (9,942 | ) | | | 6.33 | | | | | — | | | | — | | | | | | | | | | | | Unvested as of December 31, 2020 | | | 9,944 | | | | 6.33 | | | | | | | | | | | |
For the years ended December 31, 2017, 2018, 2019 and 2019,2020, total share-based compensation expenses recognized by the Group for the performance-based RSUs granted were insignificant forall
theperiods
presented.As of December 31, 2019,2020, there were RMB76RMB5,000 of unrecognized share-based compensation expenses related to the performance-based RSUs granted. The expenses are expected to be recognized over a weighted-average period of 1.10.1 years. The total fair value and intrinsic value of the performance-based RSUs vested was US$1,371 (RMB9,400)2,555,000 (RMB16,181,000), US$2,555 (RMB16,181)
494,000 (RMB3,312,000) and US$494 187,000 (RMB1,290,000) during the years ended December 31, 2017, 2018, 2019 and 2019,2020, respectively. A summary of activities of the service-based share options for the years ended December 31, 2017, 2018, 2019 and 20192020 is presented as followsfollows: :F-77 Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
28
.29. Share-based compensation (Continued) (1) Employee and non-employee awards (Continued) | | | | | | | | | | | | | | | | | | | | | | | | Weighted
Average
Exercise
Price | | | Weighted
Average
Remaining
Contractual
Term | | | | | | | | | | | | | | | | | | Outstanding as of January 1, 2017 | | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | | | | | | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Outstanding as of December 31, 2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | | | | | | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Outstanding as of December 31, 2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | | | | | | | | | ) | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Outstanding as of December 31, 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Vested and expected to vest as of December 31, 2019 | | | | | | | | | | | | | | | | | Exercisable as of December 31, 2019 | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | Weighted
Average
Exercise
Price | | | Weighted
Average
Remaining
Contractual
Term | | | | | | | | | | | | | | | | | | | Outstanding as of December 31, 2017 | | | 17,110,108 | | | | 6.49 | | | | 6.2 | | | | 243,327 | | | | | (1,077,036 | ) | | | 5.23 | | | | | | | | | | | | | (285,336 | ) | | | 7.68 | | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Outstanding as of December 31, 2018 | | | 15,747,736 | | | | 6.55 | | | | 5.3 | | | | 72,658 | | | | | | | | | | | | | | | | | | | | | | | (3,299,962 | ) | | | 5.72 | | | | | | | | | | | | | (2,223,650 | ) | | | 8.52 | | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Outstanding as of December 31, 2019 | | | 10,224,124 | | | | 6.39 | | | | 4.3 | | | | 114,720 | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | (5,073,294 | ) | | | 6.23 | | | | | | | | | | | | | (243,770 | ) | | | 10.24 | | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Outstanding as of December 31, 2020 | | | 4,907,060 | | | | 6.38 | | | | 3.0 | | | | 184,380 | | | | | | | | | | | | | | | | | | | | Vested and expected to vest as of December 31, 2020 | | | 4,833,518 | | | | 6.28 | | | | 2.9 | | | | 182,098 | | Exercisable as of December 31, 2020 | | | 4,539,348 | | | | 5.85 | | | | 2.7 | | | | 172,970 | |
As of December 31, 2017,
2018 2019 and 2019, 1,379,780,
1,211,2142020, 1,072,212 and 1,072,21271,502 outstanding share options were held by non-employees and employees of the Company’s equity method investee, respectively, mainly including employees of JD Digits, respectively.Digits.There was 0 option granted during the years ended December 31, 2017, 2018, 2019 and 2019.2020. The total intrinsic value of options exercised during the years ended December 31, 2017, 2018, 2019 and 20192020 was US$55,278 (RMB377,062)15,326,000 (RMB99,267,000), US$15,326 31,762,000 (RMB219,918,000) and US$31,762 (RMB219,918)110,692,000 (RMB762,251,000), respectively. The intrinsic value is calculated as the difference between the market value on the date of exercise and the exercise price of the share options. Cash received from the exercises of share options of the Company during the years ended December 31, 2017, 2018, 2019 and 20192020 was US$19,942 (RMB135,745)7,382,000 (RMB48,555,000), US$7,382 16,201,000 (RMB112,153,000) and US$16,201 (RMB112,153)33,903,000 (RMB235,889,000), respectively. Cash receivable from the exercises of share options of the Company as of December 31, 2017, 20182019 and 20192020 was
US$449
3,127,000 (RMB21,813,000) and US$3,127 (RMB21,813)822,000 (RMB5,361,000), respectively. For the years ended December 31, 2017, 2018, 2019 and 2019,2020, total share-based compensation expenses recognized by the Group for the share options granted were RMB60,739, RMB32,558RMB32,558,000, RMB3,837,000 and RMB3,837,RMB(34,655,000), respectively. As of December 31, 2019,2020, there were RMB15,777RMB3,145,000 of unrecognized share-based compensation expenses related to the share options granted. The expenses are expected to be recognized over a weighted-average period of 2.41.0 years.
Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
28
.29. Share-based compensation (Continued) In May 2015, the board of directors of the Company approved a 10-year compensation plan for Mr. Richard Qiangdong Liu (Mr. Liu), the Founder. Under this plan, Mr. Liu will receive RMB0.001RMB1 per year in cash salary and 0 cash bonus during the 10-year period. Mr. Liu was granted an option to acquire a total of 26,000,000 Class A ordinary shares of the Company with an exercise price of US$16.70 per share (or US$33.40 per ADS) under the Company’s Share Incentive Plan, subject to a 10-year vesting schedule with 10% of the awards vesting on each anniversary of the grant date. The Company will not grant any additional equity incentive to Mr. Liu during the 10-year period. For the years ended December 31, 2017, 2018, 2019 and 2019,2020, total share-based compensation expenses recognized for the Founder’s share options granted were RMB227,326, RMB167,184RMB167,184,000, RMB134,367,000 and RMB134,367,RMB103,795,000, respectively. As of December 31, 2019,2020, there were RMB302,380RMB185,393,000 of unrecognized share-based compensation expenses related to the Founder’s share options granted.options. The expenses are expected to be recognized over a weighted-average period of 5.4 4.4years. (3) Share-based compensation of subsidiaries In April 2018, JD Logistics granted share-based awards (“JD Logistics Plan”) to eligible employees andnon-employees to attract and retain the best available personnel, provide additional incentives to its employees directors and consultants and promotenon-employees for promoting the success of JD Logistics. The JD Logistics Plan consists of share options, RSURSUs and other types of awards. JD Logistics granted 187,844,000, 83,476,500 and 83,476,500224,511,105 share options of Jingdong ExpressJD Logistics to its employees andnon-employees for the years ended December 31, 2018, 2019 and 2019, respectively.2020, respectively, including the share options granted to Mr. Liu as mentioned below. The estimated fair value of each option grant is estimated on the date of grant using the binominal option-pricing model. The weighted average grant date fair value of options granted for the years ended December 31, 2018, 2019 and 20192020 was US$1.39, US$1.67 and US$ 1.672.00 per share, respectively. For the years ended December 31, 2018, 2019 and 2019,2020, total share-based compensation expenses for the share options granted under JD Logistics Plan were RMB400,968RMB400,968,000, RMB572,109,000 and RMB572,109,RMB640,141,000, respectively. As of December 31, 2019,2020, there were RMB1,228,262RMB2,177,410,000 of unrecognized share-based compensation expenses related to the share options granted. The expenses were expected to be recognized over a weighted-average period of 5.4 years.In September 2020, JD Health granted share-based awards (“JD Health Plan”) to eligible employees andnon-employees to attract and retain the best available personnel, provide additional incentives to its employees andnon-employees for promoting the success of JD Health. The JD Health Plan consists of share options, RSUs and other types of awards. JD Health granted 94,770,812 share options of JD Health to its employees andnon-employees for the year ended December 31, 2020, including the share options granted to Mr. Liu as mentioned below. The estimated fair value of each option grant is estimated on the date of grant using the binominal option-pricing model. The weighted average grant date fair value of options granted for the year ended December 31, 2020 was US$7.45 per share. For the year ended December 31, 2020, total share-based compensation expenses for the share options granted under JD Health Plan were RMB331,241,000. As of December 31, 2020, there were RMB2,795,798,000 of unrecognized share-based compensation expenses related to the share options granted. The expenses were expected to be recognized over a weighted-average period of 5.6 years. In October 2020, with approval of the Company’s board of directors and the board of directors of JD Logistics and JD Health, options to acquire 99,186,705 ordinary shares of JD Logistics with an exercise price of US$0.01 per share and options to acquire 53,042,516 ordinary shares of JD Health with an exercise price of US$0.0000005 per share were granted to Mr. Liu (collectively, the “Grants”) according to the existing share incentive plan of each of JD Logistics and JD Health, respectively. The Grants were awarded to Mr. Liu to motivate him to continue leading the future success of JD Logistics and JD Health. The Grants by JD Logistics and JD Health are each subject to a6-year vesting schedule with 16.7% of the awards vesting on each anniversary of the grant date. F-79 Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
29
.30. Net income/(loss) per share Basic and diluted net income/(loss) per share for each of the periodsyears presented are calculated as follows: | | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income/(loss) from continuing operations attributable to ordinary shareholders | | | | | | | | ) | | | | | Net loss from discontinued operations attributable to ordinary shareholders | | | | ) | | | | | | | | | | | | | | | | | | | | | | | Net income/(loss) attributable to ordinary shareholders | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | Weighted average number of shares – basic | | | | | | | | | | | | | Adjustments for dilutive options and RSUs | | | | | | | | | | | | | | | | | | | | | | | | | | | Weighted average number of shares – diluted | | | | | | | | | | | | | Basic net income/(loss) per share from continuing operations attributable to ordinary shareholders | | | | | | | | ) | | | | | Basic net loss per share from discontinued operations attributable to ordinary shareholders | | | | ) | | | | | | | | | Basic net income/(loss) per share attributable to ordinary shareholders | | | | ) | | | | ) | | | | | Diluted net income/(loss) per share from continuing operations attributable to ordinary shareholders | | | | | | | | ) | | | | | Diluted net loss per share from discontinued operations attributable to ordinary shareholders | | | | ) | | | | | | | | | Diluted net income/(loss) per share attributable to ordinary shareholders | | | | ) | | | | ) | | | | |
| | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | Net income/(loss) attributable to ordinary shareholders – basic (RMB’000) | | | (2,491,633 | ) | | | 12,184,155 | | | | 49,405,223 | | Impact of subsidiaries’ diluted earnings (RMB’000) | | | — | | | | — | | | | (157,589 | ) | | | | | | | | | | | | | | | Net income/(loss) attributable to ordinary shareholders – diluted (RMB’000) | | | (2,491,633 | ) | | | 12,184,155 | | | | 49,247,634 | | | | | | | | | | | | | | | Weighted average number of shares – basic | | | 2,877,902,678 | | | | 2,912,637,241 | | | | 3,021,808,985 | | Adjustments for dilutive options and RSUs | | | — | | | | 54,684,562 | | | | 87,215,045 | | | | | | | | | | | | | | | | Weighted average number of shares – diluted | | | 2,877,902,678 | | | | 2,967,321,803 | | | | 3,109,024,030 | | Basic net income/(loss) per share attributable to ordinary shareholders (RMB) | | | (0.87 | ) | | | 4.18 | | | | 16.35 | | Diluted net income/(loss) per share attributable to ordinary shareholders (RMB) | | | (0.87 | ) | | | 4.11 | | | | 15.84 | |
Generally, basic net income/(loss) per share is computed using the weighted average number of ordinary shares outstanding during the respective year .year. Diluted net income/(loss) per share is computed using the weighted average number of ordinary shares and dilutive potential ordinary shares outstanding during the respective year. The potentially dilutive ordinary shares thatincluded RSUs and options to purchase ordinary shares of 160,431,097, 149,343,638 and 138,762,892 for the years ended December 31, 2018, 2019 and 2020 on a weighted average basis, respectively. They were not included in the calculation of diluted net income/(loss) per share in the periods presented where their inclusion would be anti-dilutive include RSUs and options to purchase ordinary shares of 146,268,314, 160,431,097 and 149,343,638 for the years ended December 31, 2017, 2018 and 2019 on a weighted average basis, respectively.anti-dilutive. For the years ended December 31, 2018 and 2019, as JD Logistics was in a loss position, the effect of redemption feature of Jingdong ExpressJD Logistics Series A PreferredPreference Shares was anti-dilutive and excluded from the calculation of diluted net income/(loss) per share.
Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
30
.31. Related party transactions The table below sets forth the major related parties and their relationships with the Group as of December 31, 2019:2020: | | | | | Relationship with the Group | Tencent and its subsidiaries (“Tencent Group”) | | A shareholder of the Group | Lexin and its subsidiaries (“Lexin Group”) (*)
| | | Bitauto and its subsidiaries (“Bitauto Group”) | | | Tuniu and its subsidiaries (“Tuniu Group”) | | | Dada and its subsidiaries (“Dada Group”) | | | | | An entityinvestee of the Group, and its subsidiaries controlled by the Founder | Yixin and its subsidiaries (“Yixin Group”) (**) | | | Core Fund and Core Fund II (“Core Funds”) | | An investeeInvestees of the Group
| AiHuiShou and its subsidiaries (“AiHuiShou Group”) | | |
| (*) | AsJD Digits became an investee of the Group was no longer the major vendor of Lexin Group andsince June 2020 (Note 6). |
| (**) | As the Group had no significant influence on it, Lexinover Bitauto Group, wasTuniu Group and Yixin Group and no longer served as the major vendor of such investees, such investees were not recognized asconsidered the Group’s related party inparties since the years of 2018 and 2019.quarter ended December 31, 2020. |
(a) The Group entered into the following transactions with the major related parties: | | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Services provided and products sold to Lexin Group | | | | | | | | | | | | | Commission from cooperation on advertising business with Tencent Group
(**) | | | | | | | | | | | | | Services provided and products sold to Tencent Group(**) | | | | | | | | | | | | | Services provided and products sold to Dada Group | | | | | | | | | | | | | Services provided and products sold to AiHuiShou Group | | | | | | | | | | | | | Traffic support, marketing and promotion services provided to Bitauto
Group | | | | | | | | | | | | | Traffic support, marketing and promotion services provided to Tuniu Group | | | | | | | | | | | | | Services provided and products sold to JD Digits | | | | | | | | | | | | | | | | | | | | | | | | | | Services received and purchases from Tencent Group(**) | | | | | | | | | | | | | Services received from Dada Group | | | | | | | | | | | | | Payment processing and other services received from JD Digits | | | | | | | | | | | | | Lease and property management services received from Core Fund | | | | | | | | | | | | | Services received from AiHuiShou Group | | | — | | | | — | | | | 10,467 | | | | | | | | | | | | | | | Income from non-compete agreement with Dada Group | | | | | | | | | | | | | Interest income from loans provided to JD Digits | | | | | | | | | | | | | Interest income from loans provided to Core Fund | | | | | | | | | | | | |
| | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Commission from cooperation on advertising business with Tencent Group(***) | | | 345,186 | | | | 287,926 | | | | 354,982 | | Services provided and products sold to Tencent Group(***) | | | 276,728 | | | | 398,700 | | | | 374,616 | | Services provided and products sold to Dada Group | | | 122,326 | | | | 132,585 | | | | 179,455 | | Services provided and products sold to AiHuiShou Group | | | 8,781 | | | | 349,257 | | | | 663,802 | | Traffic support, marketing and promotion services provided to Bitauto Group | | | 608,844 | | | | 606,593 | | | | 164,528 | | Traffic support, marketing and promotion services provided to Tuniu Group | | | 132,008 | | | | 131,621 | | | | 82,939 | | Services provided and products sold to JD Digits | | | 449,093 | | | | 342,270 | | | | 598,446 | | | | | | | | | | | | | | | Services received and purchases from Tencent Group(***) | | | 1,175,849 | | | | 2,222,196 | | | | 3,225,924 | | Services received from Dada Group | | | 938,627 | | | | 1,565,470 | | | | 2,200,291 | | Payment processing and other services received from JD Digits | | | 3,930,847 | | | | 4,980,748 | | | | 6,945,128 | | Lease and property management services received from Core Funds | | | — | | | | 476,001 | | | | 838,385 | | Services received from AiHuiShou Group | | | — | | | | 10,467 | | | | 31,830 | | | | | | | | | | | | | | | Income from non-compete agreement with Dada Group | | | 78,771 | | | | 82,123 | | | | 82,167 | | Interest income from loans provided to JD Digits | | | 179,556 | | | | 40,632 | | | | 31,006 | | Interest income from loans provided to Core Funds | | | — | | | | 75,496 | | | | 48,872 | |
| (***) | In March 2014, the Group entered into a series of agreements with Tencent and its affiliates pursuant to which the Group acquired 100% interests in Tencent’s Paipai and QQ Wanggou online marketplace businesses, a 9.9% stake in Shanghai Icson, logistics personnel and certain other assets. The Group also entered into a five-year strategic cooperation agreement and an eight-year non-compete agreement with Tencent. In April 2016, the Group acquired the remaining equity interest in Shanghai Icson by exercising the rights previously granted to the Group in March 2014. |
| On May 10, 2019, the Company renewed the strategic cooperation agreement with Tencent, for a period of three years starting from May 27, 2019. Tencent continued to offer the Group prominent level 1 and level 2 access points on its Weixin platform to provide traffic support, and the two parties also intend to continue to cooperate in a number of areas including communications, advertising and membership services, among others. As part of the total consideration, the Company agreed to issue to Tencent a certain number of the Company’s Class A ordinary shares for a consideration of approximately US$250 million at prevailing market prices at certainpre-determined dates during the three-year period, of which 8,127,302 and 2,938,584 of the Company’s Class A ordinary shares were issued in May 2019 and May 2020, respectively. |
F-81 Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
30
.31. Related party transactions (Continued) On May 10, 2019, the Company renewed the strategic cooperation agreement with Tencent, for a period of three years starting from May 27, 2019. Tencent continued to offer the Group prominent level 1 and level 2 access points on its Weixin platform to provide traffic support, and the two parties also intend to continue to cooperate in a number of areas including communications, advertising and membership services, among others. As part of the total consideration, the Company agreed to issue to Tencent a certain number of the Company’s Class A ordinary shares for a consideration of approximately US$250 million at prevailing market prices at certainpre-determined
dates during the three-year period, of which 8,127,302 Class A ordinary shares were issued in May 2019.Revenues from related parties, excluding those from the major related parties as stated above, represented approximately 0.01%0.06%, 0.06%0.13% and 0.13%0.12% of total net revenues of the Group for the years ended December 31, 2017, 2018, 2019, and 2019,2020, respectively. Transactions with related parties included in operating expenses, excluding those with the major related parties as stated above, represented 0.07%0.14%, 0.14%0.20% and 0.20%0.28% of total operating expenses of the Group for the years ended December 31, 2017, 2018, 2019, and 2019,2020, respectively. (b) The Group had the following balances with the major related parties: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Loans provided to JD Digits (***) | | | | | | | | | | | | | Other receivables from/(payables to) JD Digits | | | | | | | | ) | | | | | | | | | | | | | | | | | | Loans provided to Core Fund (***) | | | | | | | | | | | | | Other receivables from Core Fund | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | | | | | ) | | | | ) | | | | ) | | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | ) | | | | | | | | | | | | | | | | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Deferred revenues in relation to traffic support, marketing and promotion services to be provided to Bitauto Group | | | | ) | | | | ) | | | | ) | Deferred revenues in relation to traffic support, marketing and promotion services to be provided to Tuniu Group | | | | ) | | | | ) | | | | ) | Deferred revenues in relation to traffic support, marketing and promotion services to be provided to Dada Group | | | | ) | | | | ) | | | | ) | Deferred revenues in relation to traffic support, marketing and promotion services to be provided to AiHuiShou Group | | | | | | | | | | | | ) | | | | | | | | | | | | | | | | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Other liabilities in relation to non-compete obligation to Dada Group | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,128,102 | | | | 791,079 | | | | | | | | | | | Loans provided to JD Digits (****) | | | 365,089 | | | | 2,706,855 | | Other receivables from JD Digits | | | 1,363,479 | | | | 1,359,315 | | | | | | | | | | | Loans provided to Core Funds(****) | | | 579,118 | | | | 1,045,293 | | Other receivables from Core Funds | | | 569,832 | | | | 614,559 | | | | | — | | | | 5,216 | | | | | | | | | | | | | | | 4,005,620 | | | | 6,522,317 | | | | | | | | | | | | | | | (2,133 | ) | | | — | | | | | (208,123 | ) | | | (497,903 | ) | | | | (17,504 | ) | | | — | | | | | | | | | | | | | | | (227,760 | ) | | | (497,903 | ) | | | | | | | | | | | Deferred revenues in relation to traffic support, marketing and promotion services to be provided to Bitauto Group | | | (164,528 | ) | | | — | | Deferred revenues in relation to traffic support, marketing and promotion services to be provided to Tuniu Group | | | (82,939 | ) | | | — | | Deferred revenues in relation to traffic support, marketing and promotion services to be provided to Dada Group | | | (207,096 | ) | | | (144,968 | ) | Deferred revenues in relation to traffic support, marketing and promotion services to be provided to AiHuiShou Group | | | (1,899,099 | ) | | | (1,468,181 | ) | | | | | | | | | | | | | | (2,353,662 | ) | | | (1,613,149 | ) | | | | | | | | | | | Other liabilities in relation to non-compete obligation to Dada Group | | | (276,976 | ) | | | (181,340 | ) | | | | | | | | | | | | | | (276,976 | ) | | | (181,340 | ) | | | | | | | | | | |
| (****) | In relation to the loans provided to JD Digits and Core Fund,Funds, the Group charged JD Digits and Core FundFunds based on fair market interest rate, and cash flows resulted from the loans were presented within investing activities in the consolidated statements of cash flows. |
Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
30
.31. Related party transactions (Continued) As of December 31, 2017,
2018 2019 and 2019,2020, the Group recorded amount due from related parties other than the major related parties as stated above of RMB21,621,
RMB265,421 RMB228,447,000 and RMB228,447,RMB387,472,000, which represented approximately 0.12%,
1.77% 2.22% and 2.22%2.87% of the Group’s total accounts receivable, net and prepayments and other current assets, respectively. As of December 31, 2017, 2018 2019 and 2019,2020, the Group recorded amount due to related parties other than the major related parties and deferred revenues in relation to traffic support, marketing and promotion services to be provided to related parties other than the major related parties as stated above of RMB168,621 RMB279,769,000 and RMB279,769,RMB87,421,000, which represented approximately 0.07%,
0.15% 0.20% and 0.20%0.05% of the Group’s total accounts payable, advance from customers, accrued expenses and other current liabilities, deferred revenues and other non-current liabilities, respectively. (c) Other information related to related party transactions: On October 27, 2017, to provide a temporary bridging finance to Yixin Group, the Group entered into an entrusted loan agreement with Yixin Group and an independent third-party PRC commercial bank whereby the Group lent a total of RMB1,000,000 to Yixin Group. The bridge loan was on normal commercial terms and Yixin Group repaid the loan and associated interest before December 31, 2017.
Based on a series of agreements signed on January 1, 2016, JD Digits will perform the credit risk assessment and other related services in relation to consumer financing business and obtain the rewards from such services, thus JD Digits will purchase the consumer financing receivables past due over certain agreed period of time from the Group at carrying values without recourse and also agree to bear other cost in direct relation to the consumer financing business to absorb the risks. In connection with the agreements, the total amount of over-due consumer financing receivable related to the consumer financing business transferred from the Group to JD Digits were RMB497,239, RMB242,473RMB242,473,000, RMB189,007,000 and RMB189,007RMB492,703,000 for the years ended December 31, 2017, 2018, 2019 and 2019,2020, respectively. In connection with the consumer financing business, JD Digits charged the Group RMB793,218, RMB1,055,239,RMB1,055,239,000, RMB1,284,955,000 and RMB1,284,955,RMB1,721,007,000, for the years ended December 31, 2017, 2018, 2019 and 20192020 for payment processing services provided to the Group, respectively, which are included in “payment processing and other services received from JD Digits” stated above. The Group also transferred certain financial assets to JD Digits with or without recourse at fair value. The accounts receivable transferred with recourse were RMB167,897, RMB1,387,774,RMB1,387,774,000, NaN and NaN for the years ended December 31, 2017, 2018, 2019 and 2019,2020, respectively, which were not derecognized.
T
hederecognized. The accounts receivable transferred without recourse were RMB1,583,968, RMB9,854,493,RMB9,854,493,000, RMB24,585,577,000 and RMB24,585,577RMB33,406,112,000 for the years ended December 31, 2017, 2018, 2019 and 2019,2020, respectively, and were derecognized. Mr. Richard Qiangdong Liu, the Group’s Chairman of the board and the Chief Executive Officer, has purchased his own aircraft for both business and personal use. The use of the aircraft in connection with the performance of his duty as employee is free of charge to the Group, and the Group has agreed to assume the cost of maintenance, crew and operations of the aircraft relating to the use of the aircraft. Such maintenance and incidental costs were insignificant for all periods presented. The terms of the agreements with the related parties are determined based on contracted prices negotiated with other parties in normal commercial terms. Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
The Group derives the results of the segments directly from its internal management reporting system. The CODM measures the performance of each segment based on metrics of revenues
revenues and earnings from operations and uses these results to evaluate the performance of, and to allocate resources to, each of the segments. The Group currently does not allocate assets, share-based compensation expenses and certain operating expenses to its segments, as the CODM does not use such information to allocate resources to or evaluate the performance of the operating segments. As most of the Group’s long-lived assets are located in the PRC and most of the Group’s revenues are derived from the PRC, no geographical information is presented. The table below provides a summary of the Group’s operating segment results for the years ended December 31, 2017, 2018, 2019 and 2019.2020: | | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | JD Retail | | | | | | | | | | | | | | | | | | | | | | | | | | | Inter-segment(*) | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | Total segment net revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total consolidated net revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | JD Retail | | | | | | | | | | | | | | | | | ) | | | | ) | | | | ) | Including: gain on sale of development properties (note 19) | | | — | | | | — | | | | | | Total segment operating income | | | | | | | | | | | | | | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | Total consolidated operating income/( loss ) | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 447,502,173 | | | | 552,245,141 | | | | 702,929,619 | | | | | 14,665,281 | | | | 23,932,278 | | | | 42,790,954 | | | | | (1,103,943 | ) | | | (435,364 | ) | | | (724,639 | ) | | | | | | | | | | | | | | | Total segment net revenues | | | 461,063,511 | | | | 575,742,055 | | | | 744,995,934 | | | | | 956,248 | | | | 1,146,429 | | | | 805,952 | | | | | | | | | | | | | | | | Total consolidated net revenues | | | 462,019,759 | | | | 576,888,484 | | | | 745,801,886 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,049,222 | | | | 13,775,339 | | | | 19,484,484 | | | | | (5,136,657 | ) | | | (1,022,281 | ) | | | (2,498,850 | ) | Including: gain on sale of development properties (Note 19) | | | | | | | | | | | | | | | | | | | | | | | | | | | Total segment operating income | | | 1,912,565 | | | | 12,753,058 | | | | 16,985,634 | | | | | (4,531,696 | ) | | | (3,758,178 | ) | | | (4,642,814 | ) | | | | | | | | | | | | | | | Total consolidated operating income/(loss) | | | (2,619,131 | ) | | | 8,994,880 | | | | 12,342,820 | | | | | 245,453 | | | | 4,697,652 | | | | 38,476,071 | | | | | | | | | | | | | | | | | | | (2,373,678 | ) | | | 13,692,532 | | | | 50,818,891 | | | | | | | | | | | | | | | |
| (*) | The inter-segment eliminations mainly consist of services provided by JD Retail to overseas business, and certain services provided by JD Logistics to the vendors of JD Retail, which the Group records as a deduction of cost of revenues at the consolidated level. |
| (**) | A summary of unallocated items for the years presented is as follows: |
| | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | ) | | | | ) | Amortization of intangible assets resulting from assets and business acquisitions | | | | ) | | | | ) | | | | ) | Effects of business cooperation arrangements | | | | | | | | | | | | | Impairment of goodwill and intangible assets | | | | | | | | ) | | | | | | | | | ) | | | | ) | | | | ) |
| | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | (3,659,989 | ) | | | (3,694,955 | ) | | | (4,155,933 | ) | Amortization of intangible assets resulting from assets and business acquisitions | | | (1,805,638 | ) | | | (885,385 | ) | | | (723,420 | ) | Effects of business cooperation arrangements | | | 956,248 | | | | 822,162 | | | | 236,539 | | Impairment of goodwill and intangible assets | | | (22,317 | ) | | | — | | | | — | | | | | | | | | | | | | | | | | | | (4,531,696 | ) | | | (3,758,178 | ) | | | (4,642,814 | ) | | | | | | | | | | | | | | |
F-84
Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
Full time employees of the Group in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are provided to the employees. Chinese labor regulations require that the PRC subsidiaries and consolidated VIEs of the Group make contributions to the government for these benefits based on certain percentages of the employees’ salaries, up to a maximum amount specified by the local government. The Group has no legal obligation for the benefits beyond the contributions made. The total amounts for such employee benefit expenses, which were expensed as incurred, were approximately RMB3,546,241, RMB5,290,925RMB5,290,925,000, RMB5,694,240,000 and RMB5,694,240RMB4,580,258,000 for the years ended December 31, 2017, 2018, 2019 and 2019,2020, respectively. Employee benefit expenses for the year ended December 31, 2020 was partially offset by theone-off benefit of the social security relief. | 33
. Lines of credit and loan facilities |
As of December 31, 2019,2020, the Group had agreements with China
reputable commercial banks for unsecured revolving lines of credit, and increased its revolving lines of credit to RMB75,337,037.RMB100,087,349,000. The Group was in compliance with the financial covenants, if any, under those lines of credit as of December 31, 2019.2020. As of December 31, 2019,2020, under the lines of credit, the Group mainly had RMB23,297,902
RMB22,206,272,000 reserved for the issuance of bank acceptance and RMB995,014 RMB1,076,566,000 reserved for the bank guarantee. In December 2017, the Group entered into a 5-year US$ 1,000,0001,000,000,000 term and revolving credit facilities agreement with a group of 24 arrangers. The facilities were priced at 115 basis points over London Interbank Offered Rate. The use of proceeds of the facilities was intended for general corporate purposes. In June 2018, the Group drew down US$ 450,000450,000,000 under the facility commitment, and the borrowings will be due in 2022, which were recorded in long-term borrowings in the consolidated balance sheets. In April 2020, the Group drew down US$550,000,000 under the facility commitment, and the borrowings were fully repaid in July 2020. As of December 31, 2019,2020, the Group had an undrawn balance of US$ 550,000550,000,000 under the credit facilities agreement, with a commitment fee of 0.2% per annum on the undrawn portion, which will expire one month prior to the final maturity date, which is sixty months after the date of this credit facilities agreement. As of December 31, 2019,2020, the aggregate amounts repayable within a period of more than two yearsone year but not exceeding fivetwo years was US$450,000.
34
. Commitments and contingenciesOperating lease commitments for offices and fulfillment infrastructures
The Group leases offices and fulfillment infrastructures undernon-cancelable
operating lease agreements. Future minimum lease payments under thesenon-cancelable
operating lease agreements with initial terms longer than twelve months are disclosed as maturity of lease liabilities in Note 18
. US$450,000,000. F-85 Notes to the Consolidated Financial Statements (All amounts in thousands, except for share, per share data or otherwise noted)
34.35. Commitments and contingencies (Continued)
Commitments for internet data center (IDC) service fee The Group entered into non-cancelable IDC service agreements. The related expenses were RMB805,656, RMB1,498,935 and RMB2,493,830 RMB2,864,080,000for the years ended December 31, 2017, 2018, 2019 and 2019,2020, respectively, and were charged to the consolidated statements of operations and comprehensive income/(loss) when incurred. Future minimum payments under these non-cancelable agreements with initial terms of one year or more consist of the following: | | | | | | | | | | | | | | | | | | 1,496,545 | | | | | 709,319 | | | | | 457,042 | | | | | 412,066 | | | | | 301,877 | | | | | 1,905,370 | | | | | | | | | | | | 5,282,219 | | | | | | | |
The Group’s capital commitments primarily relate to commitments on construction and purchase of office building and warehouses. Total capital commitments contracted but not yet reflected in the consolidated financial statements amounted to RMB7,093,075RMB7,649,562,000 as of December 31, 2019.2020. All of these capital commitments will be fulfilled in the following years according to the construction progress. The Group’s investment commitments primarily related to capital contribution obligation for certain investment funds. Total investment commitments contracted but not yet reflected in the consolidated financial statements amounted to RMB5,865,700,000 as of December 31, 2020. Long-term debt obligations The Group’s long-term debt obligations include unsecured senior notes and long-term borrowings. The amounts exclude the corresponding interest payable. The expected repayment schedule of the unsecured senior notes and long-term borrowings have been disclosed in Note 17 and Note 33,34, respectively. From time to time, the Group is subject to legal proceedings and claims in the ordinary course of business. Third parties assert patent infringement claims against the Group from time to time in the form of letters, lawsuits and other forms of communication. In addition, from time to time, the Group receives notification from customers claiming that they are entitled to indemnification or other obligations from the Group related to infringement claims made against them by third parties. Litigation, even if the Group is ultimately successful, can be costly and divert management’s attention away from the operations of the Group. The Group records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Group reviews the need for any such liability on a regular basis. The Group has not recorded any material liabilities in this regard as of December 31, 2017, 20182019 and 2019.2020.
35.Notes to the Consolidated Financial Statements
36. Restricted net assets The Group’sCompany’s ability to pay dividends is primarily dependent on the GroupCompany receiving distributions of funds from its subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by the Group’s Company’s subsidiaries and consolidated VIEs incorporated in the PRC only out of their retained earnings, if any, as determined in accordance with the PRC accounting standards and regulations. The results of operations reflected in the financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of the Group’sCompany’s subsidiaries. In accordance with the PRC Regulations on Enterprises with Foreign Investment, a foreign invested enterprise established in the PRC is required to provide certain statutory reserve funds, namely general reserve fund, the enterprise expansion fund and staff welfare and bonus fund which are appropriated from net profits as reported in the enterprise’s PRC statutory financial statements. A foreign invested enterprise is required to allocate at least 10% of its annual after-tax profits to the general reserve fund until such reserve fund has reached 50% of its registered capital based on the enterprise’s PRC statutory financial statements. Appropriations to the enterprise expansion fund and staff welfare and bonus fund are at the discretion of the board of directors for all foreign invested enterprises. The aforementioned reserved funds can only be used for specific purposes and are not distributable as cash dividends.
Notes to the Consolidated Financial Statements
(All amounts in thousands, except for share, per share data or otherwise noted)
35. Restricted net assets (Continued)
Additionally, in accordance with the Company Law of the PRC, a domestic enterprise is required to provide statutory surplus fund at least 10% of its annual after-tax profits until such statutory surplus fund has reached 50% of its registered capital based on the enterprise’s PRC statutory financial statements. A domestic enterprise is also required to provide discretionary surplus fund, at the discretion of the board of directors, from the net profits reported in the enterprise’s PRC statutory financial statements. The aforementioned reserve funds can only be used for specific purposes and are not distributable as cash dividends. As a result of these PRC laws and regulations that require annual appropriations of 10% of net after-tax profits to be set aside prior to payment of dividends as general reserve fund or statutory surplus fund, the Group’sCompany’s PRC subsidiaries and consolidated VIEs are restricted in their ability to transfer a portion of their net assets to the Company. Amounts restricted include paid-in capital and statutory reserve funds, as determined pursuant to the PRC GAAP, totaling approximately RMB24,189,454, or 15% of the Company’s total consolidated net assets, as of December 31, 2019; therefore in accordance with Rules4-08
(e) (3) of RegulationS-X,
the condensed parent company only financial statements as of December 31,2017,
2018 and 2019 and2020. Except for the years ended December 31, 2017, 2018 and 2019 are disclosed in Note 37. Public offering of unsecured senior notes
In January 2020, the Company issued fixed rate unsecured senior notes with two maturity dates for an aggregate principal amount of US$
1,000,000. The public offering consists of US$
700,000of
3.375% notes due 2030 and US$
300,000of
4.125% notes due 2050. The notes are listedabove, there is no other restriction on the Singapore Stock Exchange. The Company received net proceeds from the offering of US$
988,266, after deducting underwriting discounts and commissions and offering expenses. The Company intends to use the net proceeds from the offering for general corporate purposes and refinancing.
In March 2020, the Company’s Board of Directors authorized a share repurchase program (“2020 share repurchase program”) under which the Company may repurchase up to US$2,000,000 worth of its ADSs over the following 24 months. The share repurchases may be made in accordance with applicable laws and regulations through open market transactions, privately negotiated transactions or other legally permissible means as determined by the management. Under 2020 share repurchase program, as of
, the Company had repurchased approximately
1,191,370 ADSs for approximately US$
44,132.
Drew down of Syndicated loan
As disclosed in Note 33, the Group entered into a 5-year US$
1,000,000term and revolving credit facilities agreement with a group of 24 arrangers in December 2017. In April 2020, the Group drew down US$
550,000under the facility commitment. The use of proceeds generated by the Company’s subsidiaries and consolidated VIEs to satisfy any obligations of the facilities was intended for general corporate purposes.
Private placement of notes
Company.In February and March 2020,
JingdongCentury, a subsidiary of the Company, issued fixed rate private placement notes with two maturity dates for an aggregate principal amount of RMB
5,000,000. The private placement consists of RMB
3,000,000of
2.65% notes due
April 27, 2020and RMB
2,000,000of
2.75% notes due
October 30, 2020. The notes are listed on the inter-bank bond market of China. The Group intends to use the proceeds from the private placement for general corporate purposes.
Potential impact of coronavirus (“COVID-19”)
From late January 2020, the COVID-19 was rapidly evolving in China and globally. Since then, the business and transportation disruptions in China have caused adverse impacts
to the Group’s operations and led to incremental costs, in particular, relating to the Group’s retail and logistics business. Demands for large-ticket items, durable goods and discretionary products have also been negatively affected by the COVID-19 outbreak. The Group’s results of operation and consolidated financial position of 2020 will be adversely affected to a certain extent, which will depend on the future developments of the outbreak, including new concerning the global severity of and actions taken to contain the outbreak, which are highly uncertain and unpredictable.37. Parent company only condensed financial information
The Company performed a test on the restricted net assets of the consolidated subsidiaries and VIEs
in accordance with Securities and Exchange Commission RegulationS-X
Rule4-08
(e) (3), “General Notes to Financial Statements” and concluded that it was applicable for the Company to disclose the financial information for the parent company only.Notes to the Consolidated Financial Statements (All amounts
JD Logistics applied for HKEX listing On February 16, 2021, JD Logistics, through its joint sponsors, submitted a listing application form to the HKEX to apply for the listing of, and permission to deal in, thousands, exceptthe shares of JD Logistics on the Main Board of the HKEX. There is no assurance as to whether or when the proposed listing may take place. Financing for JD Property On March 10, 2021, JD Property entered into definitive agreements for the nonredeemable series A preference share financing withco-lead investors Hillhouse Capital and Warburg Pincus, among others. The total amount expected to be raised is approximately US$700 million, subject to customary closing conditions. The Company will remain the majority shareholder of JD Property after the completion of this transaction. On March 22, 2021, the Group entered into a share purchase agreement with Dada, under which the Group has agreed to invest a total of US$800 million in newly issued ordinary shares of Dada, at a per share datapurchase price equal to the closing trading price of Dada’s ordinary shares on the Nasdaq, on March 19, 2021, the last trading day prior to the date of the share purchase agreement. Following the transaction, the Group will hold, taking into account its existing holding, approximately 51% of Dada’s issued and outstanding shares. The closing of the transaction is subject to satisfaction of customary closing conditions and procedures, including applicable governmental filings. Upon the closing of the transaction, the Group expects to consolidate the financial results of Dada into its consolidated financial statements. The Group’s increased investment in Dada will facilitate both sides to promote the expansion ofon-demand retail and delivery, as well as omnichannel collaboration. This is expected to help the Group to further diversify its retail services, enable its business partners to improve their operating efficiency, and deliver better services for its consumers. The Group has agreed not to sell, transfer or otherwise noted)dispose of any shares acquired in the transaction for six months after the closing. Spin-off of JD Cloud & AI business to JD DigitsOn March 31, 2021, the Group entered into definitive agreements with JD Digits relating to the reorganization of the Group’s cloud computing and artificial intelligence business (“JD Cloud & AI”). Pursuant to the definitive agreements, the Group transferred JD Cloud & AI and certain assets together valued at approximately RMB15.7 billion, as consideration in exchange for newly issued ordinary shares of JD Digits. Upon completion of the transactions on March 31, 2021, JD Cloud & AI was deconsolidated from the Group’s consolidated financial statements, and the Group’s equity interest in JD Digits increased from 36.8% to approximately 42%. Under the 2020 share repurchase program, as of the date of this report, the Company had repurchased 8,775,180 ADSs for approximately US$669,970,000. 37. Parent company only condensed financial information (Continued)
The subsidiaries did not pay any dividend to the Company for the periods presented. Certain information and footnote disclosures generally included in the financial statements prepared in accordance with U.S. GAAP have been condensed and omitted. The footnote disclosures contain supplemental information relating to the operations of the Company, as such, these statements should be read in conjunction with the notes to the consolidated financial statements of the Company.
As of December 31, 2019, the Company did not have significant capital commitments and other significant commitments, or guarantees, except for those which have been separately disclosed in the consolidated financial statements.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash and cash equivalents | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Prepayments and other current assets | | | | | | | | | | | | | | | | | Amount due from related parties | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Investment in equity investees | | | | | | | | | | | | | | | | | Investments in subsidiaries and consolidated VIEs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accrued expenses and other liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total current liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total non-current liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | par value; 100,000,000,000 shares authorized; 2,477,346,590 Class A ordinary shares issued and 2,406,652,132 outstanding, 461,362,309 Class B ordinary shares issued and 446,011,297 outstanding as of December 31, 2017; 2,507,473,330 Class A ordinary shares issued and 2,447,926,638 outstanding, 458,342,517 Class B ordinary shares issued and 446,369,717 outstanding as of December 31, 2018; 2,520,271,138 Class A ordinary shares issued and 2,480,575,334 outstanding, 453,672,011 Class B ordinary shares issued and 443,739,929 outstanding as of December 31, 2019) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Accumulated other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total shareholders’ equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total liabilities and shareholders’ equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Notes to the Consolidated Financial Statements
(All amounts in thousands, except for share, per share data or otherwise noted)
37. Parent company only condensed financial information (Continued)
Condensed Statements of Operations and Comprehensive Income
| | | | | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | ) | | | | ) | | | | ) | General and administrative | | | | ) | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | ) | | | | ) | | | | ) | | | | ) | Share of income/(loss) of subsidiaries and consolidated VIEs | | | | | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | ) | | | | ) | | | | ) | | | | | | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income/(loss) attributable to ordinary shareholders | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ) | | | | ) | | | | | | | | | Other comprehensive income: | | | | | | | | | | | | | | | | | Foreign currency translation adjustments | | | | ) | | | | | | | | | | | | | Net change in unrealized gains/(losses) on available-for-sale securities: | | | | | | | | | | | | | | | | | Unrealized gains, net of tax | | | | | | | | | | | | | | | | | Reclassification adjustment for gains recorded in net income, net of tax | | | | ) | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | Net unrealized gains/(losses) on available-for-sale securities | | | | | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | Total other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Notes to the Consolidated Financial Statements
(All amounts in thousands, except for share, per share data or otherwise noted)
37
. Parent company only condensed financial information (Continued)Condensed Statements of Cash Flows
| | | | | | | | | | | | | | | | | | | | For the year ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by/(used in) operating activities | | | | ) | | | | ) | | | | | | | | | Cash flows from investing activities: | | | | | | | | | | | | | | | | | Purchases of investment securities | | | | | | | | ) | | | | | | | | | Cash received from disposal of investment securities | | | | | | | | | | | | | | | | | Cash received from/(prepayments and investments in) subsidiaries and consolidated VIEs | | | | | | | | ) | | | | | | | | | Prepayments and investments in equity investees | | | | ) | | | | | | | | | | | | | Loans provided to JD Digits | | | | ) | | | | ) | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | Net cash provided by/(used in) investing activities | | | | | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash flows from financing activities: | | | | | | | | | | | | | | | | | Proceeds from issuance of ordinary shares | | | | | | | | | | | | | | | | | Repurchase of ordinary shares | | | | | | | | ) | | | | ) | | | | ) | Proceeds from long-term borrowings | | | | | | | | | | | | | | | | | Proceeds from settlement of capped call options | | | | | | | | | | | | | | | | | Proceeds from issuance of ordinary shares pursuant to share-based awards | | | | | | | | | | | | | | | | | Upfront fee payment for long-term borrowings | | | | | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | Net cash provided by/(used in) financing activities | | | | | | | | | | | | ) | | | | ) | | | | | | | | | | | | | | | | | | | Effect of exchange rate changes on cash, cash equivalents, and restricted cash | | | | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net increase/(decrease) in cash, cash equivalents, and restricted cash | | | | | | | | ) | | | | | | | | | Cash, cash equivalents, and restricted cash at beginning of the year | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Cash, cash equivalents, and restricted cash at end of the year | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The Company’s accounting policies are the same as the Group’s accounting policies with the exception of the accounting for the investments in subsidiaries and consolidated VIEs.
For the Company only condensed financial information, the Company records its investments in subsidiaries and consolidated VIEs under the equity method of accounting as prescribed in ASC 323, Investments-Equity Method and Joint Ventures. Such investments are presented in the condensed balance sheets as “Investments in subsidiaries and consolidated VIEs” and shares in the subsidiaries and consolidated VIEs’ financial results are presented as “Share of income/(loss) of subsidiaries and consolidated VIEs” in the condensed statements of operations and comprehensive income/(loss). The parent company only condensed financial information should be read in conjunction with the Group’ consolidated financial statements.
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