京东美股招股说明书(2014-05-22版)

424B4 1 a2220275z424b4.htm 424B4 Use these links to rapidly review the documentTable of Contents TABLE OF CONTENTS 2 INDEPENDENT AUDITOR'S REPORT TO THE BOARD OF DIRECTORS OF TENCENT HOLDINGS LIMITED (incorporated in Cayman Islands with limited liability)Filed pursuant to Rule 424(b)(4)Registration No. 333-193650 PROSPECTUS 93,685,620 American Depositary Shares JD.com, Inc. Representing 187,371,240 Class A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, of JD.com, Inc. We are selling 69,007,360 ADSs. The selling shareholders identified in this prospectus are selling an additional 24,678,260 ADSs. Each ADS represents two of our Class A ordinary shares, par value US$0.00002 per share. We will not receive any proceeds from the sale of ADSs by the selling shareholders. Prior to this offering, there has been no public market for the ADSs or the Class A ordinary shares. We have received approval for listing the ADSs on the NASDAQ Global Select Market, or NASDAQ, under the symbol "JD." Investing in the ADSs involves risks that are described in the "Risk Factors" section beginning on page 19 of this prospectus. Per ADS Total Initial public offering price US$19.00 US$1,780,026,780 Underwriting discount US$0.76 US$71,201,072 Proceeds, before expenses, to us US$18.24 US$1,258,694,246 Proceeds, before expenses, to the selling shareholders US$18.24 US$450,131,462 The underwriters may also exercise their option to purchase up to an additional 14,052,840 ADSs from us at the initial public offering price, less the underwriting discount, for 30 days after the date of this prospectus. Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Following the completion of this offering, our outstanding share capital will consist of Class A ordinary shares and Class B ordinary shares. Richard Qiangdong Liu, our founder, chairman and chief executive officer, will be deemed to beneficially own all of our issued Class B ordinary shares and will be able to exercise approximately 83.7% of the total voting power of our issued and outstanding share capital, both on behalf of himself and on behalf of Fortune Rising Holdings Limited, immediately following the completion of this offering. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to twenty votes and is convertible into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. The underwriters expect to deliver the ADSs against payment in U.S. dollars in New York, New York on or about May 28, 2014. BofA Merrill Lynch UBS Investment BankAllen & Company LLC Barclays China Renaissance JefferiesOppenheimer & Co. Piper Jaffray SunTrust Robinson Humphrey Cowen and CompanyThe date of this prospectus is May 21, 2014. Table of Contents Table of Contents Table of Contents Page Prospectus Summary 1Risk Factors 19Special Note Regarding Forward-Looking Statements 68Use of Proceeds 70Dividend Policy 71Capitalization 72Dilution 74Exchange Rate Information 76Enforceability of Civil Liabilities 77Corporate History and Structure 79Recent Developments 86Selected Consolidated Financial Data 89Management's Discussion and Analysis of Financial Condition and Results of Operations 92Industry 119Business 122Regulation 145Management 159Principal and Selling Shareholders 168Related Party Transactions 172Description of Share Capital 174 186 Description of American Depositary SharesShares Eligible for Future Sales 198Taxation 200Underwriting 207Expenses Related to This Offering 215Legal Matters 216Experts 217Where You Can Find Additional Information 218Index to the Consolidated Financial Statements F-1Index to Combined Financial Statements for Combined Platform Business F-67Unaudited Pro Forma Condensed Combined Financial Statements P-1 No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or any free writing prospectus filed with the SEC. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the ADSs offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. Neither we nor any of the underwriters has done anything that would permit this offering or possession or distribution of this prospectus or any filed free writing prospectus in any jurisdiction where ac