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United States securities and exchange commission logo
October 26, 2022
Lei Xu
Chief Executive Officer
JD.com, Inc.
20th Floor, Building A, No. 18 Kechuang 11 Street
Yizhuang Economic and Technological Development Zone
Daxing District, Beijing 101111
People s Republic of China
Re: JD.com, Inc.
Form 20-F for the
Fiscal Year Ended December 31, 2021
Filed April 28,
2022
Correspondence
filed September 29, 2022
File No. 1-36450
Dear Lei Xu:
We have reviewed your September 29, 2022 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
September 16, 2022 letter.
Correspondence filed September 29, 2022
Introduction, page 2
1. As applicable, revise
your disclosure to explain whether regulatory actions related to data
security or
anti-monopoly concerns in Hong Kong have or may impact your ability to
conduct your business,
accept foreign investment in the future or continue to list on a U.S.
and/or foreign
exchange. We note your discussion on page 7 regarding these risks and
uncertainties in
connection with your operations in China.
Lei Xu
FirstName LastNameLei Xu
JD.com, Inc.
Comapany
October 26,NameJD.com,
2022 Inc.
October
Page 2 26, 2022 Page 2
FirstName LastName
Item 3. Key Information
Cash and Assets Through Our Organization, page 3
2. We note your prior acknowledgement that you will amend your disclosure
here and in the
summary risk factors and risk factors sections to state that, to the
extent cash in the
business is in the PRC or a PRC entity, the funds may not be available
to fund operations
or for other use outside of the PRC due to interventions in or the
imposition of restrictions
and limitations on the ability of you, your subsidiaries, or the
consolidated VIEs by the
PRC government to transfer cash. Provide similar disclosure regarding
cash in the
business that is in Hong Kong or a Hong Kong entity and the fact that
such funds may not
be available to fund operations or for other use outside of Hong Kong.
Risk Factors, page 18
3. Revise your disclosure to include risk factor disclosure explaining
whether there are laws
and/or regulations in Hong Kong that result in oversight over data
security, how this
oversight impacts your business and to what extent the company
believes that it is
compliant with the regulations or policies that have been issued.
Please contact Kate Beukenkamp at 202-551-3861 or Mara Ransom at 202-551-
3264 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services
cc: Sandy Xu, Chief Financial Officer