As filed with the Securities and Exchange Commission on June 5, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-3
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
JD.com, Inc.
(Exact name
of registrant as specified in its charter)
Not Applicable
(Translation of registrants name into English)
|
|
|
Cayman Islands
|
|
Not Applicable
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
20th Floor, Building A, No. 18 Kechuang 11 Street
Yizhuang Economic and Technological Development Zone
Daxing District, Beijing 101111
The Peoples Republic of China
+86 10 8911 8888
(Address
and telephone number of registrants principal executive offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
+1 302-738-6680
(Name, address, and telephone number of agent
for service)
|
|
|
Copies to:
|
Sandy Ran Xu
Chief Financial Officer
JD.com, Inc.
20th Floor, Building A, No. 18 Kechuang 11 Street
Yizhuang Economic and Technological Development Zone
Daxing District, Beijing 101111
The Peoples Republic of China
|
|
Z. Julie Gao, Esq.
Shu Du, Esq.
Skadden, Arps,
Slate, Meagher & Flom LLP
c/o 42/F, Edinburgh Tower, The Landmark
15 Queens Road, Central
Hong Kong
|
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form
is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the
Securities Act of 1933.
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act
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.
CALCULATION OF
REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
Title of each class of
securities to be registered(1)(2)
|
|
Amount
to be
registered(2)
|
|
Proposed
maximum
offering
price
per share(2)
|
|
Proposed
maximum
aggregate
offering price(2)
|
|
Amount of
registration fee(2)
|
Class A ordinary shares, par value US$0.00002 per
share(2)(3)
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes securities initially offered and sold outside the United States that may be resold from time to time in
the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the securities are first bona fide offered to the public. These securities are not being
registered for the purposes of sales outside of the United States.
|
(2)
|
The registrant is registering an unspecified number of securities for offer and sale from time to time at
indeterminate offering prices. In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of registration fees.
|
(3)
|
These Class A ordinary shares may be represented by American depositary shares, each of which represents
two (2) Class A ordinary shares. The ADSs issuable on deposit of the Class A ordinary shares registered hereby have been registered under registration statements on Form F-6 initially filed
May 9, 2014 (File No. 333-195849) and dated December 15, 2014 (File No. 333-200954).
|