SUBJECT TO COMPLETION, DATED JUNE 5, 2020
Preliminary Prospectus Supplement
(To
Prospectus dated June 5, 2020)
JD.com, Inc.
133,000,000 Class A Ordinary Shares
We are offering 133,000,000 Class A ordinary shares, par value US$0.00002 per share, as part of a global offering, or the Global Offering,
consisting of an international offering of 126,350,000 Class A ordinary shares offered hereby, and a Hong Kong public offering of 6,650,000 Class A ordinary shares. The public offering price for the international offering and the Hong Kong
public offering is HK$ per Class A ordinary share, or approximately US$ per Class A ordinary
share based on an exchange rate of HK$7.7513 to US$1.00.
Our ADSs are listed on the Nasdaq Global Select Market, or Nasdaq, under the
symbol JD. On June 4, 2020, the last reported trading price of our ADSs on Nasdaq was US$56.52 per ADS, or HK$219.05 per Class A ordinary share, based upon an exchange rate of HK$7.7513 to US$1.00. Each ADS represents two
Class A ordinary shares.
We will determine the offer price for both the international offering and the Hong Kong public offering by
reference to, among other factors, the closing price of our ADSs on the last trading day before the pricing of the global offering, which is expected to be on or about June 11, 2020. The maximum offer price for the Hong Kong public offering is
HK$236.00, or US$30.45, per Class A ordinary share (equivalent to US$60.89 per ADS).
The allocation of Class A ordinary shares between
the international offering and the Hong Kong public offering is subject to reallocation. For more information, see Underwriting beginning on page S-54 of this prospectus supplement. The public
offering price in the international offering may differ from the public offering price in the Hong Kong public offering. See UnderwritingPricing. The international offering contemplated herein consists of a U.S. offering and a non-U.S. offering made outside the United States in compliance with applicable law. We are paying a registration fee for Class A ordinary shares sold in the United States, as well as for Class A ordinary
shares initially offered and sold outside the United States in the Global Offering that may be resold from time to time into the United States.
We have applied to list our Class A ordinary shares on the Hong Kong Stock Exchange pursuant to Chapter 19C of the Hong Kong Stock Exchange
Listing Rules under the stock code 9618.
See Risk Factors
beginning on page S-14 for a discussion of certain risks that should be considered in connection with an investment in our Class A ordinary shares.
Neither the United States Securities and Exchange Commission (the SEC) nor any state securities commission has approved or
disapproved of these securities or determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
PRICE HK$ PER CLASS A ORDINARY SHARE
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Per Class A Ordinary Share
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Total
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Public offering price
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HK$
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(1)
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HK$
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Underwriting discounts and
commissions(2)
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HK$
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HK$
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Proceeds to us (before expenses)
(3)
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HK$
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HK$
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(1)
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Equivalent to US$ per ADS, based upon
each ADS representing two Class A ordinary shares and an exchange rate of HK$7.7513 to US$1.00 as of May 29, 2020, as set forth in the H.10 statistical release of The Board of Governors of the Federal Reserve System.
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(2)
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See Underwriting beginning on page S-54 of this prospectus
supplement for additional information regarding total underwriting compensation.
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(3)
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Includes estimated net proceeds of HK$
from the sale of 6,650,000 Class A ordinary shares in the Hong Kong public offering.
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We have granted the international
underwriters the option, exercisable by Merrill Lynch (Asia Pacific) Limited, UBS AG Hong Kong Branch and CLSA Limited, or the Joint Representatives, on behalf of the international underwriters, to purchase up to an additional 19,950,000 ordinary
shares at the public offering price until 30 days after the last day for the lodging of applications under the Hong Kong public offering. Merrill Lynch (Asia Pacific) Limited, through its affiliate Merrill Lynch International, expects to enter into
a borrowing arrangement with Huang River Investment Limited to facilitate the settlement of over-allocations. Merrill Lynch International is obligated to return Class A ordinary shares to Huang River Investment Limited by exercising the option to
purchase additional Class A ordinary shares from us or by making purchases in the open market. No fees or other remuneration will be paid by the underwriters to us or Huang River Investment Limited for the loan of these Class A ordinary
shares.
The underwriters expect to deliver the Class A ordinary shares against payment therefor through the facilities of the Central
Clearing and Settlement System on or around , 2020.
Joint Sponsors, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
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BOCI
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CCBI
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China Renaissance
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Jefferies
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Joint Bookrunners and Joint Lead Managers
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ABCI
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BOCOM
International
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CMBI
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Guotai
Junan
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Haitong International
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Huatai
International
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ICBCI
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Mizuho
Securities
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Nomura
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The date of this prospectus supplement
is , 2020.