JD.com, Inc. (the “Company”)

We note your statement that you reviewed your register of members and public filings made by your shareholders in connection with your required submission under paragraph (a). Please supplementally describe any additional materials that were reviewed and tell us whether you relied upon any legal opinions or third party certifications such as affidavits as the basis for your submission. In your response, please provide a similarly detailed discussion of the materials reviewed and legal opinions or third party certifications relied upon in connection with the required disclosures under paragraphs (b)(2) and (3).

Mr. Richard Qiangdong Liu is the chairman of the board of directors of the Company and beneficially owned 32,174,550 Class A ordinary shares and 368,007,423 Class B ordinary shares of the Company as of February 28, 2023 directly and indirectly through Max Smart Limited, representing 12.7% of the total issued and outstanding ordinary shares and 73.9% of the total voting power of the Company as of February 28, 2023. Max Smart Limited is a British Virgin Islands company wholly owned by Mr. Richard Qiangdong Liu through a trust; Max Smart Limited’s sole director is Mr. Liu and is not owned or controlled by a governmental entity in the Chinese mainland; and

Walmart Inc. (by itself and through Newheight Holdings Ltd., or Newheight, and Qomolangma Holdings Ltd., or Qomolangma) beneficially owned 289,053,746 Class A ordinary shares of the Company as of February 28, 2023, representing 9.2% of the total issued and outstanding ordinary shares and 2.8% of the total voting power of the Company as of February 28, 2023. Based on the Beneficial Ownership Reports, Newheight and Qomolangma are companies organized under the laws of the Cayman Islands. Walmart Inc. wholly owns each of Qomolangma and Newheight indirectly through a number of other wholly-owned subsidiaries. Newheight is a wholly-owned subsidiary of Qomolangma. Walmart Inc. is a Delaware corporation listed on the NYSE and is not reported to be owned or controlled by a governmental entity in the Chinese mainland.

Deutsche Bank Trust Company Americas is the depositary of the Company’s ADSs and acts as the attorney-in-fact for the ADS holders. It would present an undue hardship for the Company to identify and verify the background of each public market ADS holder due to the large number of such holders.

Max Smart Limited is wholly owned by Mr. Richard Qiangdong Liu through a trust, and Max Smart Limited’s sole director is Mr. Liu. As such, no governmental entities in any of the Relevant Jurisdictions own any share of Max Smart Limited;

With respect to Newheight, based on the public filings on their ownership structure of Newheight, Qomolangma and Walmart Inc., the Company believes that none of them is owned or controlled by a governmental entity of any of the Relevant Jurisdictions;

Fortune Rising Holdings Limited holds certain Class B ordinary shares of the Company for the purpose of transferring such shares to the plan participants according to the awards under the Company’s Share Incentive Plan, and administers the awards and acts according to the Company’s 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. No governmental entities in any of the Relevant Jurisdictions own any share of Fortune Rising Holdings Limited; and

The Other Shareholders were involved in the Company’s pre-IPO shares issuances. Based on the examination of publicly available information of the Other Shareholders, such as their websites, and to the extent applicable, the Company’s communication with the Other Shareholders, none of them is known to the Company to be, or owned or controlled by, a governmental entity in any of the Relevant Jurisdictions.

The Company (through its wholly-owned subsidiaries) is the ultimate primary beneficiary of the VIEs, and the ultimate shareholders of the VIEs are natural persons. Therefore, no governmental entities in any of the Relevant Jurisdictions own any share of the VIEs or their subsidiaries;

With respect to JD Logistics, Inc., a company incorporated in the Cayman Islands, the Company holds a majority of its equity interest. Similar to JD.com, Inc., as its ordinary shares are listed on the Stock Exchange of Hong Kong Limited, JD Logistics, Inc.’s record holders also include HKSCC Nominees Limited, the nominee holder for its ordinary shares registered in its share registrar and admitted into the CCASS for trading in Hong Kong, and a large number of public market shareholders. Similarly, it would present an undue hardship for the Company to identify and verify the background of each public market shareholder with beneficial ownership of 5% or less due to the large number of such shareholders. The Company could only rely on public filings, including the form of disclosure of interests filed with the Stock Exchange of Hong Kong Limited by beneficial owners of 5% or more of JD Logistics, Inc.’s shares for their shareholding information. Based on an examination of such public filings, other than (i) the Company and (ii) TCT (BVI) Limited and The Core Trust Company Limited, no shareholder beneficially owned 5% or more of JD Logistics, Inc.’s total outstanding ordinary shares as of February 28, 2023. Additionally, neither TCT (BVI) Limited nor The Core Trust Company Limited is owned or controlled by a governmental entity in the Chinese mainland or other Relevant Jurisdictions based on the review of the public filings of these entities. Based on the foregoing, the Company believes that JD Logistics, Inc. is not owned or controlled by governmental entities in the Chinese mainland or other Relevant Jurisdictions, and is not aware of any shareholding by governmental entities in the Chinese mainland or other Relevant Jurisdictions;

With respect to JD Health International Inc., a company incorporated in the Cayman Islands, the Company holds a majority of its equity interest. Similar to JD.com, Inc. and JD Logistics, Inc., as its ordinary shares are listed on the Stock Exchange of Hong Kong Limited, JD Health International Inc.’s record holders also include HKSCC Nominees Limited, the nominee holder for its ordinary shares registered in its share registrar and admitted into the CCASS for trading in Hong Kong, and a large number of public market shareholders. Similarly, it would present an undue hardship for the Company to identify and verify the background of each public market shareholder with beneficial ownership of 5% or less due to the large number of such shareholders. The Company could only rely on public filings, including the form of disclosure of interests filed with the Stock Exchange of Hong Kong Limited by beneficial owners of 5% or more of JD Health International Inc.’s shares for their shareholding information. Based on an examination of such public filings, other than the Company, no shareholder beneficially owned 5% or more of JD Health International Inc.’s total outstanding ordinary shares as of February 28, 2023. Based on the foregoing, the Company believes that JD Health International Inc. is not owned or controlled by governmental entities in the Chinese mainland or other Relevant Jurisdictions, and is not aware of any shareholding by governmental entities in the Chinese mainland or other Relevant Jurisdictions;

With respect to Dada Nexus Limited, a company incorporated in the Cayman Islands, the Company holds a majority of its equity interest. Based on an examination of the Beneficial Ownership Reports with respect to Dada Nexus Limited, as well as Dada Nexus Limited’s annual report on Form 20-F for the year ended December 31, 2022, other than the Company, Walmart Inc. and Azure Holdings S.a.r.l. which is wholly owned by Walmart Inc., no shareholder beneficially owned 5% or more of Dada Nexus Limited’s total issued and outstanding ordinary shares as of March 31, 2023. Additionally, neither Walmart Inc. nor Azure Holdings S.a.r.l. is reported to be owned or controlled by a governmental entity in the Chinese mainland or the Cayman Islands based on the review of the public filings of these entities. Based on the foregoing and the supplemental submission pursuant to Item 16I(a) of Form 20-F made by Dada Nexus Limited in its current report on Form 6-K furnished with the Commission on April 25, 2023, the Company believes that Dada Nexus Limited is not owned or controlled by governmental entities in the Chinese mainland or other Relevant Jurisdictions and that the governmental entities in the Chinese mainland and other Relevant Jurisdictions do not own shares of Dada Nexus Limited;

The Company holds approximately 75.0% of the equity interest in JINGDONG Property, Inc. (“JD Property”), a company incorporated in the Cayman Islands. Other shareholders of JD Property are institutional investors involved in its private equity financings. Among these investors, CCTAM Fund SPC, which holds approximately 0.54% of JD Property’s equity interest, is incorporated in the Cayman Islands and indirectly wholly owned and controlled by a governmental entity in the Chinese mainland. With respect to the other shareholders of JD Property, based on publicly available information such as the investors’ websites as well as the communications with the investors, none of these other investors is reported to be, or owned or controlled by, a governmental entity in any of the Relevant Jurisdictions. Given CCTAM Fund SPC’s 0.54% equity ownership, the Company believes that JD Property is not owned or controlled by governmental entities in any of the Relevant Jurisdictions; and

With respect to other principal subsidiaries (other than JD Property) in which the Company holds a majority of the equity interest, the other shareholders are investors who participated in the relevant rounds of private equity financings. Based on publicly available information such as these investors’ websites, as well as the KYC documents the Company has received at the time of the private equity financing, none of these investors is reported to be a governmental entity or controlled by a governmental entity in any of the Relevant Jurisdictions. As such, the Company believes that these subsidiaries are not owned or controlled by governmental entities in any of the Relevant Jurisdictions and that the governmental entities in any of the Relevant Jurisdictions do not own shares of these subsidiaries.

In order to clarify the scope of your review, please supplementally describe the steps you have taken to confirm that none of the members of your board or the boards of your consolidated foreign operating entities are officials of the Chinese Communist Party. For instance, please tell us how the board members’ current or prior memberships on, or affiliations with, committees of the Chinese Communist Party factored into your determination. In addition, please tell us whether you have relied upon third party certifications such as affidavits as the basis for your disclosure.

For directors of JD.com, Inc., their status not being official of the Chinese Communist Party is confirmed based on the procedure and certifications described above;

For directors that are employees or former employees of the Company, the Company has maintained their employment profile, including the information about their party affiliation. Based on these information, the Company believes that none of them is an official of the Chinese Communist Party; and

With respect to the external directors, based on their confirmation with the Company that he or she is not an official of the Chinese Communist Party, the Company believes that none of them is an official of the Chinese Communist Party.

We note that your disclosures pursuant to Items 16I(b)(2), (b)(3) and (b)(5) are provided for “[y]our company or the consolidated variable interest entities,” while your disclosure pursuant to Item 16I(b)(4) is provided for “[y]our company or [y]our operating entities, including the consolidated variable interest entities.” It is unclear from the context of these disclosures whether these terms are meant to encompass you and all of your consolidated foreign operating entities, including your subsidiaries. Please note that Item 16I(b) requires that you provide each disclosure for yourself and your consolidated foreign operating entities. To clarify this matter, please provide the following information:

With respect to (b)(2), please supplementally clarify the jurisdictions in which your consolidated foreign operating entities are organized or incorporated and provide the percentage of your shares or the shares of your consolidated operating entities owned by governmental entities in each foreign jurisdiction in which you have consolidated operating entities in your supplemental response.

With respect to (b)(3) and (b)(5), please provide the required information for you and all of your consolidated foreign operating entities in your supplemental response.

With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included language that such disclosure is “to our knowledge.” Please supplementally confirm without qualification, if true, that your articles and the articles of your consolidated foreign operating entities do not contain wording from any charter of the Chinese Communist Party.

Sandy Ran Xu, Director and Chief Executive Officer, JD.com, Inc.