REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of Each Class |
Trading Symbol |
|
Name of Each Exchange On Which Registered | |
share representing two Class A ordinary shares, par value US$0.00002 per share) US$0.00002 per share* |
|
(The N asdaq Global Select Market) (The N asdaq Global Select Market) |
* |
Not for trading, but only in connection with the listing on The N asdaq Global Select Market of American depositary shares. |
Class A ordinary shares (excluding the 36,904,874 Class A ordinary shares issued to the depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Share Incentive Plan) and Class B ordinary shares, par value US$ 0.00002 per share, as of December 31, 2019. |
|
☒ |
Accelerated filer |
☐ | |||
Non-accelerated filer |
☐ |
Emerging growth company |
|
† | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
☒ |
International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ |
Other ☐ |
1 |
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1 |
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3 |
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Item 1. |
3 |
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Item 2. |
3 |
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Item 3. |
3 |
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Item 4. |
56 |
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Item 4A. |
97 |
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Item 5. |
98 |
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Item 6. |
120 |
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Item 7. |
130 |
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Item 8. |
136 |
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Item 9. |
138 |
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Item 10. |
138 |
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Item 11. |
150 |
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Item 12. |
151 |
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153 |
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Item 13. |
153 |
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Item 14. |
153 |
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Item 15. |
153 |
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Item 16A. |
154 |
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Item 16B. |
154 |
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Item 16C. |
154 |
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Item 16D. |
154 |
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Item 16E. |
155 |
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Item 16F. |
155 |
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Item 16G. |
156 |
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Item 16H. |
156 |
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157 |
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Item 17. |
157 |
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Item 18. |
157 |
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Item 19. |
157 |
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163 |
• | “ADSs” are to our American depositary shares, each of which represents two Class A ordinary shares; |
• | “annual active customer accounts” are to customer accounts that made at least one purchase during the twelve months ended on the respective dates, including both online retail and online marketplace; |
• | “China” or the “PRC” are to the People’s Republic of China, excluding, for the purposes of this annual report only, Hong Kong, Macau and Taiwan; |
• | “ordinary shares” are to our Class A and Class B ordinary shares, par value US$0.00002 per share; and |
• | “we,” “us,” “our company” and “our” are to JD.com, Inc., its subsidiaries and its consolidated variable interest entities and their subsidiaries. |
• | our goals and strategies; |
• | our future business development, financial conditions and results of operations; |
• | the expected growth of the retail and online retail markets in China; |
• | our expectations regarding demand for and market acceptance of our products and services; |
• | our expectations regarding our relationships with customers, suppliers and third-party merchants; |
• | our plans to invest in our fulfillment infrastructure and technology platform as well as new business initiatives; |
• | competition in our industry; and |
• | relevant government policies and regulations relating to our industry. |
Item 1. |
Identity of Directors, Senior Management and Advisers |
Item 2. |
Offer Statistics and Expected Timetable |
Item 3. |
Key Information |
For the Year Ended December 31, |
||||||||||||||||||||||||
2015 |
2016 |
2017 |
2018 |
2019 |
||||||||||||||||||||
RMB |
RMB |
RMB |
RMB |
RMB |
US$ |
|||||||||||||||||||
(in millions, except for share, per share and per ADS data) |
||||||||||||||||||||||||
Selected Consolidated Statements of Operations Data: |
||||||||||||||||||||||||
Net revenues: |
||||||||||||||||||||||||
Net product revenues |
167,936 |
237,944 |
331,824 |
416,109 |
510,734 |
73,362 |
||||||||||||||||||
Net service revenues |
13,106 |
20,346 |
30,508 |
45,911 |
66,154 |
9,503 |
||||||||||||||||||
Total net revenues |
181,042 |
258,290 |
362,332 |
462,020 |
576,888 |
82,865 |
||||||||||||||||||
Cost of revenues |
(158,960 |
) | (222,935 |
) | (311,517 |
) | (396,066 |
) | (492,467 |
) | (70,738 |
) | ||||||||||||
Fulfillment |
(12,367 |
) | (18,560 |
) | (25,865 |
) | (32,010 |
) | (36,968 |
) | (5,310 |
) | ||||||||||||
Marketing |
(7,233 |
) | (10,159 |
) | (14,918 |
) | (19,237 |
) | (22,234 |
) | (3,194 |
) | ||||||||||||
Research and development |
(2,902 |
) | (4,453 |
) | (6,652 |
) | (12,144 |
) | (14,619 |
) | (2,100 |
) | ||||||||||||
General and administrative |
(2,188 |
) | (3,436 |
) | (4,215 |
) | (5,160 |
) | (5,490 |
) | (789 |
) | ||||||||||||
Impairment of goodwill and intangible assets |
(2,750 |
) | — |
— |
(22 |
) | — |
— |
||||||||||||||||
Gain on sale of development properties |
— |
— |
— |
— |
3,885 |
558 |
||||||||||||||||||
Income/(loss) from operations (1)(2)(3) |
(5,358 |
) |
(1,253 |
) |
(835 |
) |
(2,619 |
) |
8,995 |
1,292 |
||||||||||||||
Other income/(expense): |
||||||||||||||||||||||||
Share of results of equity investees |
(2,852 |
) | (2,782 |
) | (1,927 |
) | (1,113 |
) | (1,738 |
) | (250 |
) | ||||||||||||
Interest income |
673 |
1,227 |
2,530 |
2,118 |
1,786 |
257 |
||||||||||||||||||
Interest expense |
(73 |
) | (619 |
) | (964 |
) | (855 |
) | (725 |
) | (104 |
) |
For the Year Ended December 31, |
||||||||||||||||||||||||
2015 |
2016 |
2017 |
2018 |
2019 |
||||||||||||||||||||
RMB |
RMB |
RMB |
RMB |
RMB |
US$ |
|||||||||||||||||||
(in millions, except for share, per share and per ADS data) |
||||||||||||||||||||||||
Others, net |
(147 |
) | 1,544 |
1,317 |
95 |
5,375 |
772 |
|||||||||||||||||
Income/(loss) before tax |
(7,757 |
) | (1,883 |
) | 121 |
(2,374 |
) | 13,693 |
1,967 |
|||||||||||||||
Income tax benefits/(expenses) |
15 |
(166 |
) | (140 |
) | (427 |
) | (1,803 |
) | (259 |
) | |||||||||||||
Net income/(loss) from continuing operations |
(7,742 |
) |
(2,049 |
) |
(19 |
) |
(2,801 |
) |
11,890 |
1,708 |
||||||||||||||
Net income/(loss) from discontinued operations, net of tax |
(1,376 |
) |
(1,365 |
) |
7 |
— |
— |
— |
||||||||||||||||
Net income/(loss) |
(9,118 |
) |
(3,414 |
) |
(12 |
) |
(2,801 |
) |
11,890 |
1,708 |
||||||||||||||
Net loss from continuing operations attributable to non-controlling interests shareholders |
(10 |
) | (48 |
) | (135 |
) | (311 |
) | (297 |
) | (42 |
) | ||||||||||||
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 |
0 |
||||||||||||||||||
Net income from discontinued operations attributable to mezzanine equity classified as non-controlling interests shareholders |
— |
445 |
281 |
— |
— |
— |
||||||||||||||||||
Net income/(loss) attributable to ordinary shareholders |
(9,108 |
) |
(3,807 |
) |
(153 |
) |
(2,492 |
) |
12,184 |
1,750 |
||||||||||||||
Including |
(1,376 |
) | (1,806 |
) | (269 |
) | — |
— |
— |
|||||||||||||||
Net income/(loss) from continuing operations attributable to ordinary shareholders |
(7,732 |
) |
(2,001 |
) |
116 |
(2,492 |
) |
12,184 |
1,750 |
|||||||||||||||
Net income/(loss) per share |
||||||||||||||||||||||||
Basic |
||||||||||||||||||||||||
Continuing operations |
(2.83 |
) | (0.71 |
) | 0.04 |
(0.87 |
) | 4.18 |
0.60 |
|||||||||||||||
Discontinued operations |
(0.50 |
) | (0.64 |
) | (0.09 |
) | — |
— |
— |
|||||||||||||||
Net income/(loss) per share |
(3.33 |
) | (1.36 |
) | (0.05 |
) | (0.87 |
) | 4.18 |
0.60 |
||||||||||||||
Diluted |
||||||||||||||||||||||||
Continuing operations |
(2.83 |
) | (0.71 |
) | 0.04 |
(0.87 |
) | 4.11 |
0.59 |
|||||||||||||||
Discontinued operations |
(0.50 |
) | (0.64 |
) | (0.09 |
) | — |
— |
— |
|||||||||||||||
Net income/(loss) per share |
(3.33 |
) | (1.36 |
) | (0.05 |
) | (0.87 |
) | 4.11 |
0.59 |
||||||||||||||
Net income/(loss) per ADS (4) |
||||||||||||||||||||||||
Basic |
||||||||||||||||||||||||
Continuing operations |
(5.65 |
) | (1.43 |
) | 0.08 |
(1.73 |
) | 8.37 |
1.20 |
|||||||||||||||
Discontinued operations |
(1.01 |
) | (1.29 |
) | (0.19 |
) | — |
— |
— |
|||||||||||||||
Net income/(loss) per ADS |
(6.66 |
) | (2.71 |
) | (0.11 |
) | (1.73 |
) | 8.37 |
1.20 |
||||||||||||||
Diluted |
||||||||||||||||||||||||
Continuing operations |
(5.65 |
) | (1.43 |
) | 0.08 |
(1.73 |
) | 8.21 |
1.18 |
|||||||||||||||
Discontinued operations |
(1.01 |
) | (1.29 |
) | (0.18 |
) | — |
— |
— |
|||||||||||||||
Net income/(loss) per ADS |
(6.66 |
) | (2.71 |
) | (0.11 |
) | (1.73 |
) | 8.21 |
1.18 |
||||||||||||||
Weighted average number of shares: |
||||||||||||||||||||||||
Basic |
2,735,034,034 |
2,804,767,889 |
2,844,826,014 |
2,877,902,678 |
2,912,637,241 |
2,912,637,241 |
||||||||||||||||||
Diluted |
2,735,034,034 |
2,804,767,889 |
2,911,461,817 |
2,877,902,678 |
2,967,321,803 |
2,967,321,803 |
(1) | Includes share-based compensation expenses as follows: |
For the Year Ended December 31, |
||||||||||||||||||||||||
2015 |
2016 |
2017 |
2018 |
2019 |
||||||||||||||||||||
RMB |
RMB |
RMB |
RMB |
RMB |
US$ |
|||||||||||||||||||
(in millions) |
||||||||||||||||||||||||
Cost of revenues |
(8 |
) | (17 |
) | (28 |
) | (72 |
) | (82 |
) | (12 |
) | ||||||||||||
Fulfillment |
(164 |
) | (332 |
) | (426 |
) | (419 |
) | (440 |
) | (63 |
) | ||||||||||||
Marketing |
(48 |
) | (87 |
) | (136 |
) | (190 |
) | (259 |
) | (37 |
) | ||||||||||||
Research and development |
(209 |
) | (470 |
) | (671 |
) | (1,163 |
) | (1,340 |
) | (193 |
) | ||||||||||||
General and administrative |
(648 |
) | (1,154 |
) | (1,520 |
) | (1,816 |
) | (1,573 |
) | (226 |
) |
(2) | Includes amortization of business cooperation arrangement and intangible assets resulting from assets and business acquisitions as follows: |
For the Year Ended December 31, |
||||||||||||||||||||||||
2015 |
2016 |
2017 |
2018 |
2019 |
||||||||||||||||||||
RMB |
RMB |
RMB |
RMB |
RMB |
US$ |
|||||||||||||||||||
(in millions) |
||||||||||||||||||||||||
Fulfillment |
(10 |
) | (93 |
) | (164 |
) | (168 |
) | (165 |
) | (24 |
) | ||||||||||||
Marketing |
(1,225 |
) | (1,222 |
) | (1,222 |
) | (1,232 |
) | (637 |
) | (92 |
) | ||||||||||||
Research and development |
(24 |
) | (46 |
) | (84 |
) | (98 |
) | (99 |
) | (14 |
) | ||||||||||||
General and administrative |
(180 |
) | (248 |
) | (308 |
) | (308 |
) | (308 |
) | (44 |
) |
(3) | 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 the current period financial statement presentation were RMB1,664 million and RMB2,561 million for the years ended December 31, 2015 and 2016, respectively. |
(4) | Each ADS represents two Class A ordinary shares. |
As of December 31, |
||||||||||||||||||||||||
2015 |
2016 |
2017 |
2018 |
2019 |
||||||||||||||||||||
RMB |
RMB |
RMB |
RMB |
RMB |
US$ |
|||||||||||||||||||
(in millions, except for share data) |
||||||||||||||||||||||||
Selected Consolidated Balance Sheets Data: |
||||||||||||||||||||||||
Cash and cash equivalents |
17,864 |
15,567 |
25,688 |
34,262 |
36,971 |
5,311 |
||||||||||||||||||
Restricted cash |
2,115 |
2,294 |
4,110 |
3,240 |
2,941 |
422 |
||||||||||||||||||
Short-term investments |
2,780 |
6,548 |
8,588 |
2,036 |
24,603 |
3,534 |
||||||||||||||||||
Inventories, net |
20,540 |
28,909 |
41,700 |
44,030 |
57,932 |
8,321 |
||||||||||||||||||
Accounts receivable, net |
8,194 |
16,141 |
16,359 |
11,110 |
6,191 |
889 |
||||||||||||||||||
Investment in equity investees |
8,713 |
14,629 |
18,551 |
31,357 |
35,576 |
5,110 |
||||||||||||||||||
Investment securities |
1,006 |
1,060 |
10,028 |
15,902 |
21,417 |
3,076 |
||||||||||||||||||
Total assets |
85,015 |
160,374 |
184,055 |
209,165 |
259,724 |
37,307 |
||||||||||||||||||
Accounts payable |
29,819 |
46,036 |
74,338 |
79,985 |
90,428 |
12,989 |
||||||||||||||||||
Nonrecourse securitization debt |
3,334 |
11,549 |
17,160 |
4,398 |
— |
— |
||||||||||||||||||
Unsecured senior notes |
— |
6,831 |
6,447 |
6,786 |
6,912 |
993 |
||||||||||||||||||
Total liabilities |
54,294 |
119,154 |
131,666 |
132,337 |
159,099 |
22,853 |
||||||||||||||||||
Total mezzanine equity (5) |
— |
7,057 |
— |
15,961 |
15,964 |
2,293 |
||||||||||||||||||
Total JD.com, Inc. shareholders’ equity |
30,583 |
33,893 |
52,041 |
59,771 |
81,856 |
11,758 |
||||||||||||||||||
Number of outstanding ordinary shares |
2,741,990,486 |
2,836,444,397 |
2,852,663,429 |
2,894,296,355 |
2,924,315,263 |
2,924,315,263 |
(5) | In February 2018, we raised financing for JD Logistics from third-party investors in the total amount of US$2.5 billion by issuing series A preferred shares of JD Logistics. Upon the completion of the financing, the third-party investors own approximately 19% of the equity interests of JD Logistics on a fully diluted basis. We determined that the series A preferred shares should be classified as mezzanine equity upon their issuance since they were contingently redeemable. |
For the Year Ended December 31, |
||||||||||||||||||||||||
2015 |
2016 |
2017 |
2018 |
2019 |
||||||||||||||||||||
RMB |
RMB |
RMB |
RMB |
RMB |
US$ |
|||||||||||||||||||
(in millions) |
||||||||||||||||||||||||
Selected Consolidated Cash Flows Data: |
||||||||||||||||||||||||
Net cash provided by continuing operating activities |
4,122 |
9,467 |
29,342 |
20,881 |
24,781 |
3,560 |
||||||||||||||||||
Net cash used in discontinued operating activities |
(1,349 |
) | (1,227 |
) | (2,486 |
) | — |
— |
— |
|||||||||||||||
Net cash provided by operating activities (6) |
2,773 |
8,240 |
26,856 |
20,881 |
24,781 |
3,560 |
||||||||||||||||||
Net cash used in continuing investing activities |
(9,809 |
) | (17,069 |
) | (21,944 |
) | (26,079 |
) | (25,349 |
) | (3,641 |
) | ||||||||||||
Net cash provided by/(used in) discontinued investing activities |
2,018 |
(28,412 |
) | (17,871 |
) | — |
— |
— |
||||||||||||||||
Net cash used in investing activities (6) |
(7,791 |
) | (45,481 |
) | (39,815 |
) | (26,079 |
) | (25,349 |
) | (3,641 |
) | ||||||||||||
Net cash provided by continuing financing activities |
3,835 |
8,649 |
5,180 |
11,220 |
2,572 |
370 |
||||||||||||||||||
Net cash provided by discontinued financing activities |
865 |
32,050 |
14,055 |
— |
— |
— |
||||||||||||||||||
Net cash provided by financing activities |
4,700 |
40,699 |
19,235 |
11,220 |
2,572 |
370 |
||||||||||||||||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
344 |
727 |
(642 |
) | 1,682 |
406 |
57 |
|||||||||||||||||
Net increase in cash, cash equivalents and restricted cash |
26 |
4,185 |
5,634 |
7,704 |
2,410 |
346 |
||||||||||||||||||
Cash, cash equivalents and restricted cash at beginning of year |
19,953 |
19,979 |
24,164 |
29,798 |
37,502 |
5,387 |
||||||||||||||||||
Cash, cash equivalents and restricted cash at end of year |
19,979 |
24,164 |
29,798 |
37,502 |
39,912 |
5,733 |
||||||||||||||||||
Less: Cash, cash equivalents and restricted cash of discontinued operations at end of year |
3,882 |
6,303 |
— |
— |
— |
— |
||||||||||||||||||
Cash, cash equivalents and restricted cash of continuing operations at end of year |
16,097 |
17,861 |
29,798 |
37,502 |
39,912 |
5,733 |
||||||||||||||||||
(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 the beginning-of-period and end-of-period total 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, 2015, 2016 and 2017 was an increase of RMB1,077 million, 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, 2015, 2016 and 2017 was a decrease of RMB2,000 million, an increase of RMB2,787 million, and a decrease of RMB2,317 million, respectively. |
B. |
Capitalization and Indebtedness |
C. |
Reasons for the Offer and Use of Proceeds |
• | the growth of internet, broadband, personal computer and mobile penetration 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. |
• | 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. |
• | 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. |
• | impact on business growth due to the COVID-19 pandemic COVID-19 over economic development; |
• | fluctuations in the macroeconomic environment |
• | concentration risk of business operations |
• | uncertainties in the overseas market |
• | relatively short operating history |
• | 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 of non-compliance, and any new developments in these areas; and |
• | increased costs associated with doing business in foreign jurisdictions. |
• | 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. |
• | 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. |
• | 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 other jurisdictions; |
• | fluctuations of exchange rates between the RMB and the U.S. dollar; |
• | release or expiry of lock-up or other transfer restrictions on our outstanding shares or ADSs; |
• | sales or perceived potential sales of additional 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 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 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. |
Item 4. |
Information on the Company |
• | 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. |
• | Beijing Jingdong 360 Degree E-Commerce Co., Ltd., or Jingdong 360, which was established in April 2007 and holds our ICP license as an internet information provider and operates our www.jd.com |
• | 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. |
• | 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 best-in-class 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 best-in-class customer experience that leads to more loyalty and commitment. |
• | home appliances; |
• | mobile handsets and other digital products; |
• | computers, including desktop, laptop and other varieties, as well as printers and other office equipment; |
• | furniture and household goods; |
• | apparel; |
• | cosmetics and other personal care items and pet products; |
• | women’s shoes, bags, 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 nutritional supplements, healthcare services and other healthcare equipment; |
• | books, e-books, music, movies and other media products; |
• | virtual goods, including online travel agency, attraction tickets, and prepaid phone cards and game cards; |
• | industrial products; and |
• | installation and maintenance services. |
• | brand recognition and reputation; |
• | product quality and selection; |
• | pricing; |
• | fulfillment capabilities; and |
• | customer service. |
(1) | JD Assets Holding Limited has 22 subsidiaries holding, directly or indirectly, non-logistics properties. |
(2) | JD Asia Development Limited has 267 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, our chief compliance officer, and 25% owned by Ms. Pang Zhang, our employee. We effectively control these entities through contractual arrangements. |
(4) | Jingdong Century has 89 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., 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 63 subsidiaries that hold, directly or indirectly, the companies invested by us. |
• | 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. |
• | 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. |
Item 4A. |
Unresolved Staff Comments |
Item 5. |
Operating and Financial Review and Prospects |
• | 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. |
For the Year Ended December 31, |
||||||||||||||||||||||||||||
2017 |
2018 |
2019 |
||||||||||||||||||||||||||
RMB |
% |
RMB |
% |
RMB |
US $ |
% |
||||||||||||||||||||||
(in millions, except for percentages) |
||||||||||||||||||||||||||||
Electronics and home appliances revenues |
236,269 |
65.2 |
280,059 |
60.6 |
328,703 |
47,215 |
57.0 |
|||||||||||||||||||||
General merchandise revenues |
95,555 |
26.4 |
136,050 |
29.5 |
182,031 |
26,147 |
31.5 |
|||||||||||||||||||||
Net product revenues |
331,824 |
91.6 |
416,109 |
90.1 |
510,734 |
73,362 |
88.5 |
|||||||||||||||||||||
Marketplace and marketing revenues |
25,391 |
7.0 |
33,532 |
7.2 |
42,680 |
6,131 |
7.4 |
|||||||||||||||||||||
Logistics and other service revenues |
5,117 |
1.4 |
12,379 |
2.7 |
23,474 |
3,372 |
4.1 |
|||||||||||||||||||||
Net service revenues |
30,508 |
8.4 |
45,911 |
9.9 |
66,154 |
9,503 |
11.5 |
|||||||||||||||||||||
Total net revenues |
362,332 |
100.0 |
462,020 |
100.0 |
576,888 |
82,865 |
100.0 |
|||||||||||||||||||||
For the Year Ended December 31, |
||||||||||||||||||||||||||||
2017 |
2018 |
2019 |
||||||||||||||||||||||||||
RMB |
% |
RMB |
% |
RMB |
US $ |
% |
||||||||||||||||||||||
(in millions, except for percentages) |
||||||||||||||||||||||||||||
Net revenues: |
||||||||||||||||||||||||||||
Net product revenues |
331,824 |
91.6 |
416,109 |
90.1 |
510,734 |
73,362 |
88.5 |
|||||||||||||||||||||
Net service revenues |
30,508 |
8.4 |
45,911 |
9.9 |
66,154 |
9,503 |
11.5 |
|||||||||||||||||||||
Total net revenues |
362,332 |
100.0 |
462,020 |
100.0 |
576,888 |
82,865 |
100.0 |
|||||||||||||||||||||
Cost of revenues |
(311,517 |
) | (86.0 |
) | (396,066 |
) | (85.8 |
) | (492,467 |
) | (70,738 |
) | (85.4 |
) | ||||||||||||||
Fulfillment |
(25,865 |
) | (7.1 |
) | (32,010 |
) | (6.9 |
) | (36,968 |
) | (5,310 |
) | (6.4 |
) | ||||||||||||||
Marketing |
(14,918 |
) | (4.1 |
) | (19,237 |
) | (4.2 |
) | (22,234 |
) | (3,194 |
) | (3.8 |
) | ||||||||||||||
Research and development |
(6,652 |
) | (1.8 |
) | (12,144 |
) | (2.6 |
) | (14,619 |
) | (2,100 |
) | (2.5 |
) | ||||||||||||||
General and administrative |
(4,215 |
) | (1.2 |
) | (5,160 |
) | (1.1 |
) | (5,490 |
) | (789 |
) | (1.0 |
) | ||||||||||||||
Impairment of goodwill and intangible assets |
— |
— |
(22 |
) | (0.0 |
) | — |
— |
— |
|||||||||||||||||||
Gain on sale of development properties |
— |
— |
— |
— |
3,885 |
558 |
0.7 |
|||||||||||||||||||||
Income/(loss) from operations (1) |
(835 |
) | (0.2 |
) | (2,619 |
) | (0.6 |
) | 8,995 |
1,292 |
1.6 |
|||||||||||||||||
Other income/(expense): |
||||||||||||||||||||||||||||
Share of results of equity investees |
(1,927 |
) | (0.5 |
) | (1,113 |
) | (0.2 |
) | (1,738 |
) | (250 |
) | (0.3 |
) | ||||||||||||||
Interest income |
2,530 |
0.7 |
2,118 |
0.5 |
1,786 |
257 |
0.3 |
|||||||||||||||||||||
Interest expense |
(964 |
) | (0.3 |
) | (855 |
) | (0.2 |
) | (725 |
) | (104 |
) | (0.1 |
) | ||||||||||||||
Others, net |
1,317 |
0.4 |
95 |
0.0 |
5,375 |
772 |
0.9 |
|||||||||||||||||||||
Income/(loss) before tax |
121 |
0.0 |
(2,374 |
) | (0.5 |
) | 13,693 |
1,967 |
2.4 |
|||||||||||||||||||
Income tax expenses |
(140 |
) | (0.0 |
) | (427 |
) | (0.1 |
) | (1,803 |
) | (259 |
) | (0.3 |
) | ||||||||||||||
Net income/(loss) from continuing operations |
(19 |
) | (0.0 |
) | (2,801 |
) | (0.6 |
) | 11,890 |
1,708 |
2.1 |
|||||||||||||||||
Net income from discontinued operations, net of tax |
7 |
0.0 |
— |
— |
— |
— |
— |
|||||||||||||||||||||
Net income/(loss) |
(12 |
) | (0.0 |
) | (2,801 |
) | (0.6 |
) | 11,890 |
1,708 |
2.1 |
|||||||||||||||||
(1) | Includes share-based compensation expenses as follows: |
For the Year Ended December 31, |
||||||||||||||||
2017 |
2018 |
2019 |
||||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
(in millions) |
||||||||||||||||
Cost of revenues |
(28 |
) | (72 |
) | (82 |
) | (12 |
) | ||||||||
Fulfillment |
(426 |
) | (419 |
) | (440 |
) | (63 |
) | ||||||||
Marketing |
(136 |
) | (190 |
) | (259 |
) | (37 |
) | ||||||||
Research and development |
(671 |
) | (1,163 |
) | (1,340 |
) | (193 |
) | ||||||||
General and administrative |
(1,520 |
) | (1,816 |
) | (1,573 |
) | (226 |
) |
|
For the Year Ended December 31, |
|||||||||||||||
|
2017 |
2018 |
2019 |
|||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
(in millions) |
||||||||||||||||
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 |
— |
— |
3,885 |
558 |
||||||||||||
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 |
||||||||||
* | 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. |
• | 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, the total carrying value and estimated fair value were US$498.4 million and US$507.3 million, respectively, with respect to the notes due 2021, and US$492.4 million and US$524.1 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. 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, we paid an aggregate of US$35.0 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 fully drawn down the credit facilities. |
• | 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. |
• | In June 2018, we received US$550 million from Google by issuing 27,106,948 Class A ordinary shares to Google. |
• | In 2019, we sold certain of our development properties and received proceeds of RMB7.9 billion (US$1.1 billion), which primarily related to Core 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. 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.” |
• | In November 2019, our healthcare subsidiary, JD Health International, Inc., or JD Health, completed the non-redeemable series A preferred 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 be used for general corporate purposes and refinancing. 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$7.0 million of the notes due 2050. We are in compliance with all the covenants. |
• | In February 2020, Jingdong Century, a subsidiary of our company, consummated a private placement of an aggregate of RMB3.0 billion 2.65% notes due April 27, 2020. In March 2020, Jingdong Century consummated a private placement of an aggregate of RMB2.0 billion 2.75% notes due October 30, 2020. These notes are listed on the inter-bank bond market of China. We intend to use the proceeds from these notes for general corporate purposes. |
For the Year Ended December 31, |
||||||||||||||||
2017 |
2018 |
2019 |
||||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
(in millions) |
||||||||||||||||
Summary Consolidated Cash Flows Data: |
||||||||||||||||
Net cash provided by continuing operating activities |
29,342 |
20,881 |
24,781 |
3,560 |
||||||||||||
Net cash used in discontinued operating activities |
(2,486 |
) | — |
— |
— |
|||||||||||
Net cash provided by operating activities |
26,856 |
20,881 |
24,781 |
3,560 |
||||||||||||
Net cash used in continuing investing activities |
(21,944 |
) | (26,079 |
) | (25,349 |
) | (3,641 |
) | ||||||||
Net cash used in discontinued investing activities |
(17,871 |
) | — |
— |
— |
|||||||||||
Net cash used in investing activities |
(39,815 |
) | (26,079 |
) | (25,349 |
) | (3,641 |
) | ||||||||
Net cash provided by continuing financing activities |
5,180 |
11,220 |
2,572 |
370 |
||||||||||||
Net cash provided by discontinued financing activities |
14,055 |
— |
— |
— |
||||||||||||
Net cash provided by financing activities |
19,235 |
11,220 |
2,572 |
370 |
||||||||||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
(642 |
) | 1,682 |
406 |
57 |
|||||||||||
Net increase in cash, cash equivalents and restricted cash |
5,634 |
7,704 |
2,410 |
346 |
||||||||||||
Cash, cash equivalents and restricted cash at beginning of year |
24,164 |
29,798 |
37,502 |
5,387 |
||||||||||||
Cash, cash equivalents and restricted cash at end of year |
29,798 |
37,502 |
39,912 |
5,733 |
||||||||||||
Total |
Payment Due by Period |
|||||||||||||||||||
Less than 1 year |
1-3 years |
3-5 years |
More than 5 years |
|||||||||||||||||
|
|
(in RMB thousands) |
|
|
||||||||||||||||
Operating lease commitments for offices and fulfillment infrastructures |
9,680,789 |
3,267,527 |
3,736,982 |
1,750,015 |
926,265 |
|||||||||||||||
Commitments for internet data center service fee |
6,021,915 |
1,495,899 |
2,385,860 |
1,390,993 |
749,163 |
|||||||||||||||
Capital commitments (1) |
7,093,075 |
7,093,075 |
— |
— |
— |
|||||||||||||||
Long-term debt obligations (2) |
10,051,782 |
— |
6,616,566 |
— |
3,435,216 |
|||||||||||||||
Estimated interest payments in relation to long-term debt (2) |
1,357,659 |
349,363 |
535,222 |
270,328 |
202,746 |
|||||||||||||||
Total |
34,205,220 |
12,205,864 |
13,274,630 |
3,411,336 |
5,313,390 |
|||||||||||||||
(1) | Our capital commitments primarily relate to commitments on construction of office buildings and warehouses, and are to be paid in the following years 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 notes 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. |
Item 6. |
Directors, Senior Management and Employees |
Directors and Executive Officers |
Age |
Position/Title | ||||
Richard Qiangdong Liu |
47 |
Chairman of the Board of Directors and Chief Executive Officer | ||||
Martin Chiping Lau |
47 |
Director | ||||
Ming Huang |
56 |
Independent Director | ||||
Louis T. Hsieh |
55 |
Independent Director | ||||
Dingbo Xu |
57 |
Independent Director | ||||
Lei Xu |
45 |
Chief Executive Officer of JD Retail | ||||
Zhenhui Wang |
45 |
Chief Executive Officer of JD Logistics | ||||
Sidney Xuande Huang* |
54 |
Chief Financial Officer | ||||
Sandy Ran Xu* |
43 |
Senior Vice President, Chief Financial Officer of JD Retail | ||||
Yayun Li |
39 |
Chief Compliance Officer |
* | 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. |
• | appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; |
• | reviewing with the independent auditors any audit problems or difficulties and management’s response; |
• | discussing the annual audited financial statements with management and the independent auditors; |
• | reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; |
• | reviewing and approving all proposed related party transactions; |
• | meeting separately and periodically with management and the independent auditors; and |
• | monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. |
• | 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. |
• | 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. |
Function |
Number |
|||
Procurement |
8,128 |
|||
Warehouses |
43,736 |
|||
Delivery |
132,218 |
|||
Customer Service |
16,570 |
|||
Technology |
14,047 |
|||
Sales and Marketing |
8,288 |
|||
General and Administrative |
4,743 |
|||
TOTAL |
227,730 |
|||
* | The number of employees shown above excludes part-time employees and interns. |
• | each of our directors and executive officers; and |
• | each person known to us to own beneficially more than 5% of our total outstanding shares. |
Class A Ordinary Shares |
Class B Ordinary Shares |
Total Ordinary Shares |
% of Total Ordinary Shares |
% of Aggregate Voting Power |
||||||||||||||||
Directors and Executive Officers: |
||||||||||||||||||||
Richard Qiangdong Liu |
24,400,000 |
(1) |
421,507,423 |
(1) |
445,907,423 |
(1) |
15.1 |
(1) |
78.5 |
(2) | ||||||||||
Martin Chiping Lau (3) |
— |
— |
— |
— |
— |
|||||||||||||||
Ming Huang (4) |
* | — |
* | * | * | |||||||||||||||
Louis T. Hsieh (5) |
* | — |
* | * | * | |||||||||||||||
Dingbo Xu (6) |
* | — |
* | * | * | |||||||||||||||
Lei Xu |
* | — |
* | * | * | |||||||||||||||
Zhenhui Wang |
* | — |
* | * | * | |||||||||||||||
Sidney Xuande Huang |
* | — |
* | * | * | |||||||||||||||
Sandy Ran Xu |
* | — |
* | * | * | |||||||||||||||
Yayun Li |
* | — |
* | * | * | |||||||||||||||
All Directors and Executive Officers as a Group |
29,044,348 |
421,507,423 |
450,551,771 |
15.3 |
78.6 |
(2) | ||||||||||||||
Principal Shareholders |
||||||||||||||||||||
Max Smart Limited (7) |
14,000,000 |
421,507,423 |
435,507,423 |
14.8 |
73.4 |
|||||||||||||||
Huang River Investment Limited (8) |
525,192,715 |
— |
525,192,715 |
17.9 |
4.6 |
|||||||||||||||
Walmart (9) |
289,053,746 |
— |
289,053,746 |
9.8 |
2.5 |
|||||||||||||||
Fortune Rising Holdings Limited (10) |
— |
29,373,658 |
29,373,658 |
1.0 |
5.1 |
** | 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 Tower 2,37-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 certain pre-determined dates during the subsequent three-year period, of which 8,127,302 of our Class A ordinary shares were issued in May 2019. |
(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 Cayman KY1-1106, Cayman Islands. The address of the principal business office of Qomolangma is 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, 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. |
Item 7. |
Major Shareholders and Related Party Transactions |
• | 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 a non-PRC person or entity, and JD Digits shall cause its other shareholders not to do so; and |
• | in 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. |
• | issue any equity securities other than in a qualified IPO, unless the pre-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. |
Item 8. |
Financial Information |
Item 9. |
The Offer and Listing |
Item 10. |
Additional Information |
• | 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. |
• | 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. |
• | 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. |
• | 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. |
• | 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. |
• | Observer right non-voting observer capacity; |
• | Registration rights 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 |
• | Transfer restrictions lock-up, standstill, rights of first refusal and other transfer restrictions provided in the investor rights agreement. |
• | Observer right non-voting observer capacity. |
• | Registration rights 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 |
• | Transfer restrictions lock-up and other transfer restrictions provided in the investor rights agreement. |
• | 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. |
Item 11. |
Quantitative and Qualitative Disclosures about Market Risk |
Item 12. |
Description of Securities Other than Equity Securities |
Service |
Fees | |
• 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$0.05 per ADS held on the applicable record date(s) established by the depositary bank |
• | Fees for the transfer and registration of ordinary shares charged by the registrar and transfer agent for the ordinary shares in the Cayman Islands (i.e., upon deposit and withdrawal of ordinary shares). |
• | Expenses incurred for converting foreign currency into U.S. dollars. |
• | Expenses for cable, telex, fax and electronic transmissions and for delivery of securities. |
• | Taxes and duties upon the transfer of securities, including any applicable stamp duties, any stock transfer charges or withholding taxes (i.e., when ordinary shares are deposited or withdrawn from deposit). |
• | Fees and expenses incurred in connection with the delivery of ordinary shares on deposit or the servicing of ordinary shares, deposited securities and/or ADSs. |
• | Fees and expenses incurred in connection with complying with exchange control regulations and other regulatory requirements applicable to ordinary shares, deposited securities, ADSs and ADRs. |
Item 13. |
Defaults, Dividend Arrearages and Delinquencies |
Item 14. |
Modifications to the Rights of Security Holders and Use of Proceeds |
Item 15. |
Controls and Procedures |
Item 16A. |
Audit Committee Financial Expert |
Item 16B. |
Code of Ethics |
Item 16C. |
Principal Accountant Fees and Services |
2018 |
2019 (5) |
|||||||||||||||
Audit fees (1) |
US$ | 4,074,302 |
US$ | 2,450,000 |
||||||||||||
Audit-related fees (2) |
US$ | 1,205,401 |
US$ | 366,605 |
||||||||||||
Tax fees (3) |
US$ | 68,194 |
US$ | 137,047 |
||||||||||||
All other fees (4) |
US$ | 138,909 |
US$ | — |
(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 2018 and 2019, 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. |
(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.” |
Item 16D. |
Exemptions from the Listing Standards for Audit Committees |
Item 16E. |
Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
Period |
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 |
935,848 |
20.41 |
935,848 |
950,900,225 |
||||||||||||
Total |
935,848 |
20.41 |
935,848 |
— |
Period |
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 |
||||||||||||
March 17, 2020 to March 31, 2020 |
1,191,370 |
37.04 |
1,191,370 |
1,955,868,397 |
||||||||||||
Total |
1,191,370 |
37.04 |
1,191,370 |
1,955,868,397 |
Item 16F. |
Change in Registrant’s Certifying Accountant |
Item 16G. |
Corporate Governance |
Item 16H. |
Mine Safety Disclosure |
Item 17. |
Financial Statements |
Item 18. |
Financial Statements |
Item 19. |
Exhibits |
Exhibit Number |
Description of Document | |||
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) |
Exhibit Number |
Description of Document | |||
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 |
Exhibit Number |
Description of Document | |||
4.8 |
||||
4.9 |
||||
4.10 |
||||
4.11 |
||||
4.12 |
||||
4.13 |
||||
4.14 |
||||
4.15 |
||||
4.16 |
||||
4.17 |
Exhibit Number |
Description of Document | |||
4.18 |
||||
4.19 |
||||
4.20 |
||||
4.21* |
||||
4.22* |
||||
4.23* |
||||
4.24* |
||||
4.25* |
||||
4.26* |
||||
4.27 |
||||
4.28* |
||||
4.29 |
||||
4.30 |
Exhibit Number |
Description of Document | |||
4.31 |
||||
4.32 |
||||
4.33 |
||||
4.35 |
||||
4.36 |
||||
4.37 |
||||
4.38† |
||||
4.39 |
||||
4.40 |
||||
8.1* |
||||
11.1 |
||||
12.1* |
||||
12.2* |
||||
13.1** |
Exhibit Number |
Description of Document | |||
13.2** |
||||
15.1* |
||||
15.2* |
||||
15.3* |
||||
16.1 |
||||
99.1*** |
Consolidated Financial Statements of Dada Nexus Limited as of December 31, 2017, 2018 and 2019 and for the years ended December 31, 2017, 2018 and 2019 | |||
99.2*** |
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 | |||
99.3*** |
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 | |||
101.INS* |
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) |
** | Furnished herewith |
*** | 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. |
JD.com, Inc. | ||
By: |
/s/ Richard Qiangdong Liu | |
Name: |
Richard Qiangdong Liu | |
Title: |
Chairman and Chief Executive Officer |
Page(s) |
||||
F- 2 ~ F- 7 |
||||
F- 8 ~ F- 9 |
||||
F- 10 ~ F- 11 |
||||
F- 12 ~ F- 14 |
||||
F- 15 |
||||
F- 16 ~ F- 82 |
• | We obtained an understanding and evaluated the control design, and tested the operating effectiveness of controls over management’s review of their impairment indicator analysis and the conclusions reached with respect to their impairment assessments for investments accounted for under the Measurement Alternative and equity method investments. |
• | We tested management’s evaluation of impairment for investments accounted for under the Measurement Alternative and equity method respectively by performing following audit procedures: |
- | 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; |
- | Inquiring with the key management and external auditors of the equity method investees, and inquiring with the key management of the Measurement Alternative investees; |
- | 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. |
As of December 31, |
||||||||||||||||
2017 |
2018 |
2019 |
||||||||||||||
RMB |
RMB |
RMB |
US$ Note 2(g) |
|||||||||||||
ASSETS |
||||||||||||||||
Current assets |
||||||||||||||||
Cash and cash equivalents |
|
|
|
|
||||||||||||
Restricted cash |
|
|
|
|
||||||||||||
Short-term investments |
|
|
|
|
||||||||||||
Accounts receivable, net |
|
|
|
|
||||||||||||
Advance to suppliers |
|
|
|
|
||||||||||||
Inventories, net |
|
|
|
|
||||||||||||
Loan receivables, net |
|
|
|
|
||||||||||||
Prepayments and other current assets |
|
|
|
|
||||||||||||
Amount due from related parties |
|
|
|
|
||||||||||||
Total current assets |
|
|
|
|
||||||||||||
Non-current assets |
||||||||||||||||
Property, equipment and software, net |
|
|
|
|
||||||||||||
Construction in progress |
|
|
|
|
||||||||||||
Intangible assets, net |
|
|
|
|
||||||||||||
Land use rights, net |
|
|
|
|
||||||||||||
Operating lease right-of-use assets |
— |
— |
|
|
||||||||||||
Goodwill |
|
|
|
|
||||||||||||
Investment in equity investees |
|
|
|
|
||||||||||||
Investment securities |
|
|
|
|
||||||||||||
Deferred tax assets |
|
|
|
|
||||||||||||
Other non-current assets |
|
|
|
|
||||||||||||
Amount due from related parties |
|
|
— |
— |
||||||||||||
Total non-current assets |
|
|
|
|
||||||||||||
Total assets |
|
|
|
|
||||||||||||
As of December 31, |
||||||||||||||||
2017 |
2018 |
2019 |
||||||||||||||
RMB |
RMB |
RMB |
US$ Note 2(g) |
|||||||||||||
LIABILITIES |
||||||||||||||||
Current liabilities |
||||||||||||||||
Short-term borrowings |
|
|
— |
— |
||||||||||||
Nonrecourse securitization debt |
|
|
— |
— |
||||||||||||
Accounts payable |
|
|
|
|
||||||||||||
Advance from customers |
|
|
|
|
||||||||||||
Deferred revenues (including amounts in relation to traffic support, marketing and promotion services to be provided to related parties of RMB |
|
|
|
|
||||||||||||
Taxes payable |
|
|
|
|
||||||||||||
Amount due to related parties |
|
|
|
|
||||||||||||
Accrued expenses and other current liabilities |
|
|
|
|
||||||||||||
Operating lease liabilities |
— |
— |
|
|
||||||||||||
Total current liabilities |
|
|
|
|
||||||||||||
Non-current liabilities |
||||||||||||||||
Deferred revenues (including amounts in relation to traffic support, marketing and promotion services to be provided to related parties of RMB |
|
|
|
|
||||||||||||
Nonrecourse securitization debt |
|
— |
— |
— |
||||||||||||
Unsecured senior notes |
|
|
|
|
||||||||||||
Deferred tax liabilities |
|
|
|
|
||||||||||||
Long-term borrowings |
— |
|
|
|
||||||||||||
Operating lease liabilities |
— |
— |
|
|
||||||||||||
Other non-current liabilities |
|
|
|
|
||||||||||||
Total non-current liabilities |
|
|
|
|
||||||||||||
Total liabilities |
|
|
|
|
||||||||||||
Commitments and contingencies (Note 34 ) |
||||||||||||||||
MEZZANINE EQUITY |
||||||||||||||||
Convertible redeemable non-controlling interests (Note 23) |
— |
|
|
|
||||||||||||
SHAREHOLDERS’ EQUITY: |
||||||||||||||||
JD.com, Inc. shareholders’ equity |
||||||||||||||||
Ordinary shares (US$ |
|
|
|
|
||||||||||||
Additional paid-in capital |
|
|
|
|
||||||||||||
Statutory reserves |
|
|
|
|
||||||||||||
Treasury stock |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Accumulated deficit |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Accumulated other comprehensive income |
|
|
|
|
||||||||||||
Total JD.com, Inc. shareholders’ equity |
|
|
|
|
||||||||||||
Non-controlling interests |
|
|
|
|
||||||||||||
Total shareholders’ equity |
|
|
|
|
||||||||||||
Total liabilities, mezzanine equity and shareholders’ equity |
|
|
|
|
||||||||||||
For the year ended December 31, |
||||||||||||||||
2017 |
2018 |
2019 |
||||||||||||||
RMB |
RMB |
RMB |
US$ Note 2(g) |
|||||||||||||
Net revenues |
||||||||||||||||
Net product revenues |
|
|
|
|
||||||||||||
Net service revenues |
|
|
|
|
||||||||||||
Total net revenues |
|
|
|
|
||||||||||||
Cost of revenues |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Fulfillment |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Marketing |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Research and development |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
General and administrative |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Impairment of goodwill and intangible assets |
— |
( |
) | — |
— |
|||||||||||
Gain on sale of development properties |
— |
— |
|
|
||||||||||||
Income/(loss) from operations |
( |
) | ( |
) | |
|
||||||||||
Other income/(expense) |
||||||||||||||||
Share of results of equity investees |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Interest income |
|
|
|
|
||||||||||||
Interest expense |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Others, net |
|
|
|
|
||||||||||||
Income/(loss) before tax |
|
( |
) | |
|
|||||||||||
Income tax expenses |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Net income/(loss) from continuing operations |
( |
) | ( |
) | |
|
||||||||||
Net income from discontinued operations, net of tax |
|
— |
— |
— |
||||||||||||
Net income/(loss) |
( |
) | ( |
) | |
|
||||||||||
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 |
( |
) | ( |
) | |
|
||||||||||
Including: |
( |
) |
— |
— |
— |
|||||||||||
Net income/(loss) from continuing operations attributable to ordinary shareholders |
|
( |
) | |
|
|||||||||||
For the year ended December 31, |
||||||||||||||||
2017 |
2018 |
2019 |
||||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
Note 2(g) |
||||||||||||||||
Net income/(loss) |
( |
) | ( |
) | |
|
||||||||||
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 as non-controlling interests shareholders |
|
|
|
|
||||||||||||
Total comprehensive income attributable to ordinary shareholders |
|
|
|
|
||||||||||||
Net income/(loss) per share |
||||||||||||||||
Basic |
||||||||||||||||
Continuing operations |
|
( |
) | |
|
|||||||||||
Discontinued operations |
( |
) | — |
— |
— |
|||||||||||
Net income/( loss) per share |
( |
) | ( |
) | |
|
||||||||||
Diluted |
||||||||||||||||
Continuing operations |
|
( |
) | |
|
|||||||||||
Discontinued operations |
( |
) | — |
— |
— |
|||||||||||
Net income/( loss) per share |
( |
) | ( |
) | |
|
||||||||||
Weighted average number of shares |
||||||||||||||||
Basic |
|
|
|
|
||||||||||||
Diluted |
|
|
|
|
For the year ended December 31, |
||||||||||||||||
2017 |
2018 |
2019 |
||||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
Note2(g) |
||||||||||||||||
Cash flows from operating activities: |
||||||||||||||||
Net income/(loss) |
( |
) | ( |
) | ||||||||||||
Loss from discontinued operations, net of income tax |
( |
) | — |
— |
— |
|||||||||||
Adjustments to reconcile net income/(loss) to net cash provided by operating activities: |
||||||||||||||||
Depreciation and amortization |
||||||||||||||||
Share-based compensation |
||||||||||||||||
(Gains)/losses from disposal of property, equipment and software |
( |
) | ||||||||||||||
Deferred income tax |
( |
) | ( |
) | ||||||||||||
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: |
||||||||||||||||
Accounts receivable |
( |
) | ||||||||||||||
Inventories |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Advance to suppliers |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Prepayments and other current assets |
( |
) | ( |
) | ||||||||||||
Operating lease right-of-use assets |
— |
— |
( |
) |
( |
) | ||||||||||
Amount due from related parties |
( |
) | ( |
) | ||||||||||||
Other non-current assets |
( |
) | ( |
) | ( |
) | ||||||||||
Accounts payable |
||||||||||||||||
Advance from customers |
( |
) | ||||||||||||||
Deferred revenues |
( |
) | ( |
) | ||||||||||||
Taxes payable |
||||||||||||||||
Accrued expenses and other current liabilities |
||||||||||||||||
Operating lease liabilities |
— |
— |
||||||||||||||
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 |
||||||||||||||||
For the year ended December 31, |
||||||||||||||||
2017 |
2018 |
2019 |
||||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
Note2(g) |
||||||||||||||||
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 |
( |
) | ( |
) | ( |
) |
( |
) | ||||||||
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 |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
For the year ended December 31, |
||||||||||||||||
2017 |
2018 |
2019 |
||||||||||||||
RMB |
RMB |
RMB |
US$ Note 2(g) |
|||||||||||||
Cash flows from financing activities: |
||||||||||||||||
Proceeds from issuance of ordinary shares |
— |
— |
— |
|||||||||||||
Repurchase of ordinary shares |
— |
( |
) | ( |
) | ( |
) | |||||||||
Proceeds from settlement of capped call options |
— |
— |
— |
|||||||||||||
Proceeds from issuance of ordinary shares pursuant to share-base d awar ds |
||||||||||||||||
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 |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Cash paid for interest |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
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 |
— |
— |
Ordinary shares |
Treasury stock |
Additional paid-in capital |
Statutory reserves |
Accumulated other comprehensive income/(loss) |
Accumulated deficit |
Non-controlling interests |
Total Shareholders’ equity |
|||||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||||||||||
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
|||||||||||||||||||||||||||||||||
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 |
— |
— |
|
|
|
— |
— |
— |
— |
|
||||||||||||||||||||||||||||||
Net income/(loss) |
— |
— |
— |
— |
— |
— |
— |
|
( |
) | ( |
) | ||||||||||||||||||||||||||||
Foreign currency translation adjustment s |
— |
— |
— |
— |
— |
— |
( |
) | — |
— |
( |
) | ||||||||||||||||||||||||||||
Net change in unrealized gains on available-for-sale securities |
— |
— |
— |
— |
— |
— |
|
— |
— |
|
||||||||||||||||||||||||||||||
Statutory reserves |
— |
— |
— |
— |
— |
|
— |
( |
) | — |
— |
|||||||||||||||||||||||||||||
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 non-controlling interests |
— |
— |
— |
— |
— |
— |
— |
( |
) | — |
( |
) | ||||||||||||||||||||||||||||
Exercise of share-based awards |
— |
— |
|
|
( |
) | — |
— |
— |
— |
|
|||||||||||||||||||||||||||||
Share-based compensation and vesting of share-based awards |
— |
— |
|
|
|
— |
— |
— |
|
|
||||||||||||||||||||||||||||||
Net loss |
— |
— |
— |
— |
— |
— |
— |
( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||
Foreign currency translation adjustment s |
— |
— |
— |
— |
— |
— |
|
— |
— |
|
||||||||||||||||||||||||||||||
Net change in unrealized gains on available-for-sale debt securities |
— |
— |
— |
— |
— |
— |
( |
) | — |
— |
( |
) | ||||||||||||||||||||||||||||
Statutory reserves |
— |
— |
— |
— |
— |
|
— |
( |
) | — |
— |
|||||||||||||||||||||||||||||
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 |
— |
— |
|
|
|
— |
— |
— |
|
|
||||||||||||||||||||||||||||||
Net income/(loss) |
— |
— |
— |
— |
— |
— |
— |
|
( |
) | |
|||||||||||||||||||||||||||||
Foreign currency translation adjustment s |
— |
— |
— |
— |
— |
— |
|
— |
|
|
||||||||||||||||||||||||||||||
Net change in unrealized gains on available-for-sale debt securities |
— |
— |
— |
— |
— |
— |
|
— |
— |
|
||||||||||||||||||||||||||||||
Statutory reserves |
— |
— |
— |
— |
— |
|
— |
( |
) | — |
— |
|||||||||||||||||||||||||||||
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 |
|
|
( |
) | ( |
) | |
|
|
( |
) | |
|
|||||||||||||||||||||||||||
Equity interest held |
Place and date of incorporation |
|||||||
Subsidiaries |
||||||||
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 |
||||||
Jingdong E-Commerce (Express) Hong Kong Co., Ltd. |
|
Hong Kong, China, August 2011 |
||||||
Jingdong Technology Group Corporation |
|
Cayman Islands, November 2011 |
||||||
Jingdong Logistics Group Corporation |
|
Cayman Islands, January 2012 |
||||||
Jingdong Express Group Corporation (“Jingdong Express”) |
|
Cayman Islands, January 2012 |
||||||
JD.com E-Commerce (Technology) Hong Kong Co., Ltd. |
|
Hong Kong, China, February 2012 |
||||||
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. |
|
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. |
|
Singapore, November 2014 |
||||||
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 . |
|
Jiangsu, China, January 2016 |
||||||
Xi’an Jingxundi Supply Chain Technology Co., Ltd. (“Xi’an Jingxundi”) |
|
Shaanxi, China, May 2017 |
||||||
Xi’an Jingdong Xuncheng Logistics Co., Ltd. |
|
Shaanxi, China, June 2017 |
||||||
Jingdong Express International Limited |
|
British Virgin Islands, November 2017 |
||||||
Beijing Jinghong Logistics Co., Ltd. |
|
Beijing, China, November 2017 |
||||||
JD Assets Holding Limited |
|
Cayman Islands, March 2018 |
||||||
JD Logistics Holding Limited |
|
Cayman Islands, March 2018 |
||||||
JD Health International Inc. |
|
Cayman Islands, November 2018 |
||||||
JD Jiankang Limited |
|
British Virgin Islands, April 2019 |
||||||
Place and date of incorporation |
||||||||
Consolidated VIEs |
||||||||
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) |
Jiangsu, China, August 2017 |
As of December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Total assets |
||||||||||||
Total liabilities |
||||||||||||
For the year ended December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Total net revenues |
||||||||||||
Net loss |
( |
) | ( |
) | ( |
) | ||||||
For the year ended December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
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 |
||||||||||||
Category |
Estimated useful lives |
|||
Electronic equipment |
||||
Office equipment |
||||
Vehicles |
||||
Logistic s , warehouse and other heavy equipment |
||||
Leasehold improvement |
Over the shorter of the expected life of leasehold improvements or the lease term |
|||
Software |
||||
Building |
||||
Building improvement |
Category |
Estimated useful lives |
|||
Strategic c ooperation |
||||
Non-compete |
||||
Domain names and trademarks |
||||
Technology and thers o |
• |
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 and 2019, the amount of expired J Coupons was not material. |
Fair value measurement at reporting date using |
||||||||||||||||
Description |
Fair value as of December 31, 2017 |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
||||||||||||
RMB |
RMB |
RMB |
RMB |
|||||||||||||
Assets: |
||||||||||||||||
Cash equivalents |
||||||||||||||||
Money market funds |
|
|
— |
— |
||||||||||||
Restricted cash |
|
— |
|
— |
||||||||||||
Short-term investments |
||||||||||||||||
Wealth management products |
|
— |
|
— |
||||||||||||
Investment securities |
||||||||||||||||
Listed equity securities |
|
|
— |
— |
||||||||||||
Total assets |
|
|
|
— |
||||||||||||
|
|
|
|
| ||||||||||||
Fair value measurement at reporting date using |
||||||||||||||||
Description |
Fair value as of December 31, 2018 |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
||||||||||||
RMB |
RMB |
RMB |
RMB |
|||||||||||||
Assets: |
||||||||||||||||
Cash equivalents |
||||||||||||||||
Money market funds |
|
|
— |
— |
||||||||||||
Restricted cash |
|
— |
|
— |
||||||||||||
Short-term investments |
||||||||||||||||
Wealth management products |
|
— |
|
— |
||||||||||||
Investment securities |
||||||||||||||||
Listed equity securities |
|
|
— |
— |
||||||||||||
Total assets |
|
|
|
— |
||||||||||||
Fair value measurement at reporting date using |
||||||||||||||||
Description |
Fair value as of December 31, 2019 |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
||||||||||||
RMB |
RMB |
RMB |
RMB |
|||||||||||||
Assets: |
||||||||||||||||
Cash equivalents |
||||||||||||||||
Money market funds |
|
|
— |
— |
||||||||||||
Restricted cash |
|
— |
|
— |
||||||||||||
Short-term investments |
||||||||||||||||
Wealth management products |
|
— |
|
— |
||||||||||||
Investment securities |
||||||||||||||||
Listed equity securities |
|
|
— |
— |
||||||||||||
Total assets |
|
|
|
— |
||||||||||||
Cost Basis |
Gross Unrealized Gains |
Gross Unrealized Losses |
Provision for D eclinein V luea |
Fair Value |
||||||||||||||||
RMB |
RMB |
RMB |
RMB |
RMB |
||||||||||||||||
December 31, 2017 |
|
|
( |
) |
( |
) |
|
|||||||||||||
December 31, 2018 |
|
|
( |
) |
— |
|
||||||||||||||
December 31, 2019 |
|
|
( |
) |
— |
|
For the year ended December 31, 2017 (*) |
||||
RMB |
||||
Net revenues |
||||
Operating expenses |
( |
) | ||
Income from operations of discontinued operations |
||||
Other expenses |
( |
) | ||
Income from discontinued operations before tax |
||||
Income tax expenses |
( |
) | ||
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 classified as non-controlling interests shareholders |
||||
Net loss from discontinued operations attributable to ordinary shareholders |
( |
) | ||
For the year ended December 31, 2017 (*) |
||||
RMB |
||||
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. |
As of December 31, 2017 |
As of December 31, 2018 |
As of December 31, 2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
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: |
||||||||||||
Goodwill |
||||||||||||
Amortizable intangible assets (*) |
||||||||||||
Deferred tax liabilities |
( |
) | ( |
) | ( |
) | ||||||
Cumulative gains in equity interest in Yonghui |
(*) | As of December 31, 2019, the weighted average remaining life of the intangible assets not included in Yonghui’s consolidated financial statements was |
For the year ended December 31, 2017 |
For the year ended December 31, 2018 |
For the year ended December 31, 2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Revenue s |
||||||||||||
Gross profit |
||||||||||||
Income from operations |
||||||||||||
Net income |
||||||||||||
Net income attributable to shareholders |
||||||||||||
Percentage of ownership in Yonghui |
% | % | % | |||||||||
Proportionate share of Yonghui’s net income, before basis adjustments |
||||||||||||
Basis adjustments |
( |
) | ( |
) | ( |
) | ||||||
Proportionate share of Yonghui’s net income |
||||||||||||
As of December 31, 2017 |
As of December 31, 2018 |
As of December 31, 2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
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: |
||||||||||||
Goodwill (*) |
— |
— |
— |
|||||||||
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 RMB |
(**) | 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 RMB |
As of April 26, 2016 |
||||
RMB |
||||
Assets/investments received by the Group |
||||
Dada’s ordinary shares |
|
|||
Dada’s preferred shares |
|
|||
Warrant to purchase Dada’s preferred shares |
|
|||
|
||||
As of December 31, 2017 |
As of December 31, 2018 |
As of December 31, 2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
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: |
||||||||||||
Goodwill |
|
|
|
|||||||||
Amortizable intangible assets (*) |
|
|
|
|||||||||
Deferred tax liabilities |
( |
) |
( |
) |
( |
) | ||||||
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative losses in equity interest in Dada’s ordinary shares |
( |
) |
( |
) |
( |
) |
(*) | As of December 31, 2019, the weighted average remaining life of the intangible assets not included in Dada’s consolidated financial statements was |
As of December 31, 2017 |
As of December 31, 2018 |
As of December 31, 2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
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: |
||||||||||||
Goodwill (*) |
|
|
— |
|||||||||
Amortizable intangible assets (**) |
|
|
( |
) | ||||||||
Deferred tax liabilities |
( |
) |
( |
) |
— |
|||||||
|
|
( |
) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative losses in equity interest in Tuniu |
( |
) |
( |
) |
( |
) |
(*) | In the second and 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 RMBand R MB quarter of 2019, respectively, to write down the carrying value of its investment in Tuniu to its fair value, based on quoted closing prices s 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 RMB |
As of April 29, 2019 |
As of December 31, 2019 |
|||||||
RMB |
RMB |
|||||||
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: |
||||||||
Goodwill |
|
|
||||||
Amortizable intangible assets (*) |
|
|
||||||
Property (*) |
|
|
||||||
Deferred tax liabilities |
( |
) | ( |
) | ||||
|
|
|||||||
|
|
|
|
|
|
|
|
|
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 were |
As of December 31, 2017 |
As of December 31, 2018 |
As of December 31, 2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
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 |
— |
|
|
For the year ended December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Operating data: |
||||||||||||
Revenue s |
|
|
|
|||||||||
Gross profit |
|
|
|
|||||||||
Loss from operations |
( |
) | ( |
) | ( |
) | ||||||
Net loss |
( |
) | ( |
) | ( |
) | ||||||
Net loss attributable to shareholder s |
( |
) | ( |
) | ( |
) | ||||||
As of December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Balance sheet data: |
||||||||||||
Current assets |
|
|
|
|||||||||
Non-current assets |
|
|
|
|||||||||
Current liabilities |
|
|
|
|||||||||
Non-current liabilities |
|
|
|
|||||||||
Redeemable stock |
|
|
|
|||||||||
Non-controlling interests |
|
|
|
As of December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Online retail and online marketplace receivables (*) |
||||||||||||
Logistics receivables |
||||||||||||
Advertising receivables and others |
||||||||||||
Accounts receivable |
||||||||||||
Allowance for doubtful accounts |
( |
) |
( |
) |
( |
) | ||||||
Accounts receivable, net |
For the year ended December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Balance at beginning of the year |
( |
) | ( |
) | ( |
) | ||||||
Additions |
( |
) | ( |
) | ( |
) | ||||||
Write-off |
— |
— |
||||||||||
Balance at end of the year |
( |
) | ( |
) | ( |
) | ||||||
(*) | For the accounts receivable in relation to consumer financing business, which is recorded in online re tail 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, |
As of December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Products |
||||||||||||
Packing materials and others |
||||||||||||
Inventories |
||||||||||||
Inventory valuation allowance |
( |
) |
( |
) |
( |
) | ||||||
Inventories, net |
||||||||||||
As of December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Electronic equipment |
||||||||||||
Building and building improvement |
||||||||||||
Logistics, warehouse and other heavy equipment |
||||||||||||
Vehicles |
||||||||||||
Leasehold improvement |
||||||||||||
Office equipment |
||||||||||||
Software |
||||||||||||
Total |
||||||||||||
Less: accumulated depreciation |
( |
) |
( |
) |
( |
) | ||||||
Less: impairment |
— |
— |
( |
) | ||||||||
Net book value |
||||||||||||
As of December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Land use rights |
||||||||||||
Less: accumulated amortization |
( |
) |
( |
) |
( |
) | ||||||
Net book value |
||||||||||||
For the year ending December 31, |
||||||||||||||||||||||||
2020 |
2021 |
2022 |
2023 |
2024 |
2025 and thereafter |
|||||||||||||||||||
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
|||||||||||||||||||
Amortization expenses |
As of December 31, 2017 |
||||||||||||||||||||
Weighted- Average Amortization Period |
Gross Carrying Amount |
Accumulated Amortization |
Impairment Amount |
Net Carrying Amount |
||||||||||||||||
Year |
RMB |
RMB |
RMB |
RMB |
||||||||||||||||
Strategic Cooperation |
|
|
( |
) |
— |
|
||||||||||||||
Non-compete |
|
|
( |
) |
— |
|
||||||||||||||
Domain names and trademark |
|
|
( |
) |
( |
) |
|
|||||||||||||
Technology and others |
|
|
( |
) |
( |
) |
|
|||||||||||||
Total |
|
|
( |
) |
( |
) |
|
|||||||||||||
As of December 31, 2018 |
||||||||||||||||||||
Weighted- Average Amortization Period |
Gross Carrying Amount |
Accumulated Amortization |
Impairment Amount |
Net Carrying Amount |
||||||||||||||||
Year |
RMB |
RMB |
RMB |
RMB |
||||||||||||||||
Strategic c ooperation |
|
|
( |
) | — |
|
||||||||||||||
Non-compete |
|
|
( |
) | — |
|
||||||||||||||
Domain names and trademark |
|
|
( |
) | ( |
) | |
|||||||||||||
Tech nology and o thers |
|
|
( |
) | ( |
) | |
|||||||||||||
Total |
|
|
( |
) | ( |
) | |
|||||||||||||
As of December 31, 2019 |
||||||||||||||||||||
Weighted- Average Amortization Period |
Gross Carrying Amount |
Accumulated Amortization |
Impairment Amount |
Net Carrying Amount |
||||||||||||||||
Year |
RMB |
RMB |
RMB |
RMB |
||||||||||||||||
Strategic c ooperation |
|
|
( |
) | — |
— |
||||||||||||||
Non-compete |
|
|
( |
) | — |
|
||||||||||||||
Domain names and trademark |
|
|
( |
) | ( |
) | |
|||||||||||||
Technology and o thers |
|
|
( |
) | ( |
) | |
|||||||||||||
Total |
|
|
( |
) | ( |
) | |
|||||||||||||
|
For the year ending December 31, |
|||||||||||||||||||||||
|
2020 |
2021 |
2022 |
2023 |
2024 |
2025 and thereafter |
||||||||||||||||||
|
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
||||||||||||||||||
Amortization expenses |
|
|
|
|
|
|
JD Retail |
N ew Businesses |
Total |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Balance as of December 31, 2016 |
||||||||||||
Goodwill |
|
|
|
|||||||||
Accumulated impairment loss |
— |
( |
) | ( |
) | |||||||
|
— |
|
||||||||||
Transaction in 2017 |
||||||||||||
Additions |
|
— |
|
|||||||||
Balance as of December 31, 2017 |
||||||||||||
Goodwill |
|
|
|
|||||||||
Accumulated impairment loss |
— |
( |
) | ( |
) | |||||||
|
— |
|
||||||||||
Transaction in 2018 |
||||||||||||
Impairment |
( |
) | — |
( |
) | |||||||
Balance as of December 31, 2018 |
||||||||||||
Goodwill |
|
|
|
|||||||||
Accumulated impairment loss |
( |
) | ( |
) | ( |
) | ||||||
|
— |
|
||||||||||
Balance as of December 31, 2019 |
||||||||||||
Goodwill |
|
|
|
|||||||||
Accumulated impairment loss |
( |
) | ( |
) | ( |
) | ||||||
|
— |
|
||||||||||
As of December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Vendor payable |
|
|
|
|||||||||
Shipping charges payable and others |
|
|
|
|||||||||
Total |
|
|
|
|||||||||
As of December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Deposits |
|
|
|
|||||||||
Salary and welfare |
|
|
|
|||||||||
Rental fee payables |
|
|
|
|||||||||
Internet data center fee |
|
|
|
|||||||||
Liabilities for return allowances (*) |
— |
|
|
|||||||||
Accrued administrative expenses |
|
|
|
|||||||||
Professional fee |
|
|
|
|||||||||
Vehicle fee |
|
|
|
|||||||||
Interest payable |
|
|
|
|||||||||
Payable related to employees’ exercise of share-based awards |
|
|
|
|||||||||
Others |
|
|
|
|||||||||
Total |
|
|
|
|||||||||
(*) |
Liabilities for return allowances were included in “Accounts receivable, net” as of December 31, 2017. |
As of December 31, |
Effective interest rate |
|||||||||||||||
2017 |
2018 |
2019 |
||||||||||||||
RMB |
RMB |
RMB |
||||||||||||||
US$ |
|
|
|
|
% | |||||||||||
US$ |
|
|
|
|
% | |||||||||||
Carrying value |
|
|
|
|||||||||||||
Unamortized discount and debt issuance costs |
|
|
|
|||||||||||||
Total principal amounts of unsecured senior notes |
|
|
|
|||||||||||||
As of December 31, 2019 |
||||
RMB |
||||
Operating lease ROU assets |
|
|||
Operating lease liabilities-current |
|
|||
Operating lease liabilities-non-current |
|
|||
Total operating lease liabilities |
|
|||
Weighted average remaining lease term |
|
|||
Weighted average discount rate |
|
% |
For the year ended December 31, 2019 |
||||
RMB |
||||
Operating lease cost |
|
|||
Short-term lease cost |
|
|||
Total |
|
|||
Cash paid for operating leases |
|
(*) | The lease expenses based on ASC 840 were RMB |
As of December 31, 2019 |
||||
RMB |
||||
2020 |
|
|||
2021 |
|
|||
2022 |
|
|||
2023 |
|
|||
2024 |
|
|||
2025 and thereafter |
|
|||
Total lease payments |
|
|||
Less: interest |
( |
) | ||
Present value of operating lease liabilities |
|
|||
|
As of December 31, 2018 |
|||
|
RMB |
|||
2019 |
|
|||
2020 |
|
|||
2021 |
|
|||
2022 |
|
|||
2023 |
|
|||
2024 and Thereafter |
|
|||
|
||||
For the year ended December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Interest income: |
||||||||||||
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 |
|
|
|
|||||||||
Total |
|
|
|
|||||||||
Interest expense: |
||||||||||||
Interest expense in relation to nonrecourse securitization debt |
( |
) | ( |
) | ( |
) | ||||||
Interest expense in relation to unsecured senior notes, bank borrowings and others |
( |
) | ( |
) | ( |
) | ||||||
Total |
( |
) | ( |
) | ( |
) | ||||||
For the year ended December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
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 |
— |
( |
) | |
||||||||
Others |
|
|
|
|||||||||
Total |
|
|
|
|||||||||
For the year ended December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Income/(loss) before tax |
||||||||||||
Income/(loss) from China operations |
|
( |
) | |
||||||||
Loss non-China operations |
( |
) | ( |
) | ( |
) | ||||||
Total income/(loss) before tax |
|
( |
) | |
||||||||
Income tax benefits/(expenses) applicable to China operations |
||||||||||||
Current income tax expenses |
( |
) | ( |
) | ( |
) | ||||||
Deferred tax benefits /(expen ses) |
|
|
( |
) | ||||||||
Subtotal income tax expenses applicable to China operations |
( |
) | ( |
) | ( |
) | ||||||
Total income tax expenses |
( |
) | ( |
) | ( |
) | ||||||
For the year ended December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
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 |
% | ( |
)% | — |
||||||||
Effective tax rates |
% | ( |
)% | % | ||||||||
For the year ended December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Tax holiday effect |
||||||||||||
Effect of tax holiday on basic net income/( loss) per share |
||||||||||||
Effect of tax holiday on diluted net income/( loss) per share |
As of December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Deferred tax assets |
||||||||||||
- Net operating loss carry forwards |
||||||||||||
- Deferred revenues |
||||||||||||
- Inventory valuation allowance |
||||||||||||
- Allowance for doubtful accounts |
||||||||||||
- Unrealized fair value losses for certain investments |
— |
|||||||||||
Less: valuation allowance |
( |
) |
( |
) |
( |
) | ||||||
Net deferred tax assets |
||||||||||||
Deferred tax liabilities |
||||||||||||
- Intangible assets arisen from business combination |
||||||||||||
- Accelerated tax depreciation and others |
— |
|||||||||||
Total deferred tax liabilities |
||||||||||||
For the year ended December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Balance at beginning of the year |
||||||||||||
Additions |
||||||||||||
Reversals |
( |
) | ( |
) | ( |
) | ||||||
Balance at end of the year |
||||||||||||
(i) | any dividend relating to each Jingdong Express Series A Preferred Shares which has been declared by Jingdong Express but unpaid, to be calculated up to and including the date of the redemption; plus |
(ii) | Jingdong Express Series A Preferred Shares purchase price, that is US$ |
Number of shares |
Amount |
|||||||
RMB |
||||||||
Balance as of December 31, 2017 |
— |
— |
||||||
Issuance |
|
|
||||||
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 |
|
|
||||||
Foreign currency translation adjustments |
Net unrealized gains/(losses) on available-for-sale securities |
Total |
||||||||||
RMB |
RMB |
RMB |
||||||||||
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 |
|
|
|
|||||||||
For the year ended December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Cost of revenues |
|
|
|
|||||||||
Fulfillment |
|
|
|
|||||||||
Marketing |
|
|
|
|||||||||
Research and development |
|
|
|
|||||||||
General and administrative |
|
|
|
|||||||||
Total |
|
|
|
|||||||||
Number of RSUs |
Weighted-Average Grant-Date Fair Value |
|||||||
|
|
|
|
|
|
US$ |
| |
Unvested as of January 1, 2017 |
|
|
||||||
Granted |
|
|
||||||
Vested |
( |
) | |
|||||
Forfeited or cancelled |
( |
) | |
|||||
Unvested as of December 31, 2017 |
|
|
||||||
Granted |
|
|
||||||
Vested |
( |
) | |
|||||
Forfeited or cancelled |
( |
) | |
|||||
Unvested as of December 31, 2018 |
|
|
||||||
Granted |
|
|
||||||
Vested |
( |
) | |
|||||
Forfeited or cancelled |
( |
) | |
|||||
Unvested as of December 31, 2019 |
|
|
||||||
Number of RSUs |
Weighted-Average Grant-Date Fair Value |
|||||||
|
|
|
|
|
|
US$ |
| |
Unvested as of January 1, 2017 |
|
|
||||||
Granted |
— |
— |
||||||
Vested |
( |
) | |
|||||
Forfeited or cancelled |
— |
— |
||||||
Unvested as of December 31, 2017 |
|
|
||||||
Granted |
— |
— |
||||||
Vested |
( |
) | |
|||||
Forfeited or cancelled |
( |
) | |
|||||
Unvested as of December 31, 2018 |
|
|
||||||
Granted |
|
|
||||||
Vested |
( |
) | |
|||||
Forfeited or cancelled |
( |
) | |
|||||
Unvested as of December 31, 2019 |
|
|
||||||
Number of S hareO ptions |
Weighted Average Exercise Price |
Weighted Average Remaining Contractual Term |
Aggregate Intrinsic Value |
|||||||||||||
US$ |
Year |
US$ |
||||||||||||||
Outstanding as of January 1, 2017 |
|
|
|
|
||||||||||||
Exercised |
( |
) | |
|||||||||||||
Forfeited or cancelled |
( |
) | |
|||||||||||||
Expired |
— |
|||||||||||||||
Outstanding as of December 31, 2017 |
|
|
|
|
||||||||||||
Exercised |
( |
) | |
|||||||||||||
Forfeited or cancelled |
( |
) | |
|||||||||||||
Expired |
— |
|||||||||||||||
Outstanding as of December 31, 2018 |
|
|
|
|
||||||||||||
Exercised |
( |
) | |
|||||||||||||
Forfeited or cancelled |
( |
) | |
|||||||||||||
Expired |
— |
|||||||||||||||
Outstanding as of December 31, 2019 |
|
|
|
|
||||||||||||
Vested and expected to vest as of December 31, 2019 |
|
|
|
|
||||||||||||
Exercisable as of December 31, 2019 |
|
|
|
|
For the year ended December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Numerator: |
||||||||||||
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 |
( |
) | ( |
) | |
|||||||
Denominator: |
||||||||||||
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 |
( |
) | ( |
) | |
Name of related parties |
Relationship with the Group | |
Tencent and its subsidiaries (“Tencent Group”) |
A shareholder of the Group | |
Lexin and its subsidiaries (“Lexin Group”) (*) |
An investee of the Group | |
Bitauto and its subsidiaries (“Bitauto Group”) |
An investee of the Group | |
Tuniu and its subsidiaries (“Tuniu Group”) |
An investee of the Group | |
Dada and its subsidiaries (“Dada Group”) |
An investee of the Group | |
JD Digits |
An entity and its subsidiaries controlled by the Founder | |
Yixin and its subsidiaries (“Yixin Group”) |
An investee of the Group | |
Core Fund |
An investee of the Group | |
AiHuiShou and its subsidiaries (“AiHuiShou Group”) |
An investee of the Group |
(*) |
As the Group was no longer the major vendor of Lexin Group and the Group had no significant influence on it, Lexin Group was not recognized as the Group’s related party in the years of 2018 and 2019. |
Transactions |
For the year ended December 31, |
|||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Revenues: |
||||||||||||
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 |
|
|
|
|||||||||
Operating expenses: |
||||||||||||
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 |
|
|
— |
|
|
|
— |
|
|
|
|
|
Other income: |
||||||||||||
Income from non-compete agreement with Dada Group |
|
|
|
|||||||||
Interest income from loans provided to JD Digits |
|
|
|
|||||||||
Interest income from loans provided to Core Fund |
— |
— |
|
(**) | 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. |
As of December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Due from Tencent Group |
||||||||||||
Due from JD Digits |
||||||||||||
Loans provided to JD Digits (***) |
||||||||||||
Other receivables from/(payables to) JD Digits |
( |
) |
||||||||||
Due from Core Fund |
||||||||||||
Loans provided to Core Fund (***) |
— |
— |
||||||||||
Other receivables from Core Fund |
— |
— |
||||||||||
Due from AiHuiShou Group |
— |
— |
||||||||||
Total |
||||||||||||
Due to Lexin Group |
( |
) |
— |
— |
||||||||
Due to Tuniu Group |
( |
) |
( |
) |
( |
) | ||||||
Due to Dada Group |
( |
) |
( |
) |
( |
) | ||||||
Due to AiHuiShou Group |
— |
— |
( |
) | ||||||||
Total |
( |
) |
( |
) |
( |
) | ||||||
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 |
— |
— |
( |
) | ||||||||
Total |
( |
) |
( |
) |
( |
) | ||||||
Other liabilities in relation to non-compete obligation to Dada Group |
( |
) |
( |
) |
( |
) | ||||||
Total |
( |
) |
( |
) |
( |
) | ||||||
(***) |
In relation to the loans provided to JD Digits and Core Fund, the Group charged JD Digits and Core Fund 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. |
For the year ended December 31, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Net revenues: |
||||||||||||
JD Retail |
|
|
|
|||||||||
New B |
|
|
|
|||||||||
Inter-segment(*) |
( |
) | ( |
) | ( |
) | ||||||
Total segment net revenues |
|
|
|
|||||||||
Unallocated items |
|
|
|
|||||||||
Total consolidated net revenues |
|
|
|
|||||||||
Operating income/(loss): |
||||||||||||
JD Retail |
|
|
|
|||||||||
New B |
( |
) | ( |
) | ( |
) | ||||||
Including: gain on sale of development properties (note 19) |
|
|
— |
|
|
|
— |
|
|
|
|
|
Total segment operating income |
|
|
|
|||||||||
Unallocated items(**) |
( |
) | ( |
) | ( |
) | ||||||
Total consolidated operating income/( loss) |
( |
) | ( |
) | |
|||||||
Total other income |
|
|
|
|||||||||
Income/(loss) before tax |
|
( |
) | |
||||||||
(*) | 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, |
||||||||||||
2017 |
2018 |
2019 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Share-based compensation |
( |
) |
( |
) |
( |
) | ||||||
Amortization of intangible assets resulting from assets and business acquisitions |
( |
) |
( |
) |
( |
) | ||||||
Effects of business cooperation arrangements |
|
|
|
|||||||||
Impairment of goodwill and intangible assets |
— |
( |
) |
— |
||||||||
Total |
( |
) |
( |
) |
( |
) |
As of December 31, 2019 |
||||
RMB |
||||
2020 |
||||
2021 |
||||
2022 |
||||
2023 |
||||
2024 |
||||
2025 and t hereafter |
||||
As of December 31, |
||||||||||||||||
2017 |
2018 |
2019 |
||||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
Note 2(g) |
||||||||||||||||
ASSETS |
||||||||||||||||
Current assets: |
||||||||||||||||
Cash and cash equivalents |
||||||||||||||||
Short term investments |
— |
|||||||||||||||
Prepayments and other current assets |
||||||||||||||||
Amount due from related parties |
||||||||||||||||
Total current assets |
||||||||||||||||
Non-current assets: |
||||||||||||||||
Investment in equity investees |
— |
— |
— |
|||||||||||||
Investments in subsidiaries and consolidated VIEs |
||||||||||||||||
Investment securities |
||||||||||||||||
Intangible assets, net |
||||||||||||||||
Other non-current assets |
— |
|||||||||||||||
Total non-current assets |
||||||||||||||||
Total assets |
||||||||||||||||
LIABILITIES |
||||||||||||||||
Current liabilities: |
||||||||||||||||
Accounts payable |
— |
— |
||||||||||||||
Taxes payable |
— |
— |
||||||||||||||
Accrued expenses and other liabilities |
||||||||||||||||
Total current liabilities |
||||||||||||||||
Non-current liabilities: |
||||||||||||||||
Long-term borrowings |
— |
|||||||||||||||
Unsecured senior notes |
||||||||||||||||
Total non-current liabilities |
||||||||||||||||
Total liabilities |
||||||||||||||||
SHAREHOLDERS’ EQUITY: |
||||||||||||||||
Ordinary shares (US$ par value; shares authorized; Class A ordinary shares issued and outstanding, Class B ordinary shares issued and outstanding as of December 31, 2017; Class A ordinary shares issued and outstanding, Class B ordinary shares issued and outstanding as of December 31, 2018; Class A ordinary shares issued and outstanding, Class B ordinary shares issued and outstanding as of December 31, 2019) |
||||||||||||||||
Additional paid-in capital |
||||||||||||||||
Statutory reserves |
||||||||||||||||
Treasury stock |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
Accumulated deficit |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
Accumulated other comprehensive income |
||||||||||||||||
Total shareholders’ equity |
||||||||||||||||
Total liabilities and shareholders’ equity |
||||||||||||||||
For the year ended December 31, |
||||||||||||||||
2017 |
2018 |
2019 |
||||||||||||||
RMB |
RMB |
RMB |
US$ Note 2(g) |
|||||||||||||
Operating expenses |
||||||||||||||||
Marketing |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
General and administrative |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Loss from operations |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Share of income/(loss) of subsidiaries and consolidated VIEs |
( |
) | ||||||||||||||
Interest income |
||||||||||||||||
Interest expense |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Others, net |
( |
) | ||||||||||||||
Net income/(loss) |
( |
) | ( |
) | ||||||||||||
Net income/(loss) attributable to ordinary shareholders |
( |
) | ( |
) | ||||||||||||
Net income/(loss) |
( |
) | ( |
) | ||||||||||||
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 |
||||||||||||||||
For the year ended December 31, |
||||||||||||||||
2017 |
2018 |
2019 |
||||||||||||||
RMB |
RMB |
RMB |
US$ Note 2(g) |
|||||||||||||
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 |
|
|
|
|
||||||||||||