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United States securities and exchange commission logo
August 31, 2023
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
People s Republic of China
Re: JD.com, Inc.
Form 20-F for the
Fiscal Year Ended December 31, 2022
File No. 001-36450
Dear Sandy Ran Xu:
We have limited our review of your filing to the submission
and/or disclosures as
required by Item 16I of Form 20-F 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.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 176
1. 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).
2. 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
Sandy Ran Xu
JD.com, Inc.
August 31, 2023
Page 2
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.
3. 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.
4. 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.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Tyler Howes at 202-551-3370 or Jennifer Gowetski at
202-551-3401 with
any questions.
Sincerely,
FirstName LastNameSandy Ran Xu
Division of
Corporation Finance
Comapany NameJD.com, Inc.
Disclosure Review
Program
August 31, 2023 Page 2
cc: Shu Du, Esq.
FirstName LastName