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1、UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JD.com, Inc.(Exact name of Registrant as specified in its charter) Not Applicable(Translation of Registrants name into English) Cayman Islands(State or other jurisdict
2、ion ofincorporation or organization)5990(Primary Standard IndustrialClassification Code Number)Not Applicable(I.R.S. EmployerIdentification Number)10th Floor, Building A, North Star Century CenterNo. 8 Beichen West StreetChaoyang District, Beijing 100101The Peoples Republic of China+86 10 5895-5500(
3、Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)Law Debenture Corporate Services Inc.400 Madison Avenue, 4th FloorNew York, New York 10017(212) 750-6474(Name, address, including zip code, and telephone number, including area code, of
4、 agent for service)Copies to:Z. Julie Gao, Esq.Skadden, Arps, Slate, Meagher & Flom LLPc/o 42/F, Edinburgh Tower, The Landmark15 Queens Road CentralHong Kong+852 3740-4700James C. Lin, Esq.Davis Polk & Wardwell LLPc/o 18th Floor, The Hong Kong Club Building3A Chater Road, CentralHong Kong+852 2533-3
5、300Approximate date of commencement of proposed sale to the public: as soon as practicable after the effective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act o
6、f 1933, check the following box. o If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for th
7、e same offering. o If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this Form is a post-effe
8、ctive amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o CALCULATION OF REGISTRATION FEE Title of each class ofsecurities to be re
9、gisteredProposed maximumaggregate offering price(2)(3)Amount ofregistration feeClass A Ordinary Shares, par value $0.00002 per share(1) $1,500,000,000$193,200(1) American depositary shares issuable upon deposit of Class A ordinary shares registered hereby will be registered under a separate registra
10、tion statement on Form F-6 (Registration No. 333- ). Each American depositary share represents Class A ordinary shares. (2) Includes Class A ordinary shares that are issuable upon the exercise of the underwriters over-allotment option. Also includes Class A ordinary shares initially offered and sold
11、 outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public. These Class A ordinary s
12、hares are not being registered for the purpose of sales outside the United States. (3) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933. The Registrant hereby amends this Registration Statement on such date
13、 or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement
14、 shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and E
15、xchange Commission is effective. This prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.Subject to CompletionPreliminary Prospectus dated , 2014PROSPECTUS American Depositary Shares JD.com, Inc. Representing Class A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, of JD.com, Inc. We are selling ADSs. The selling shareholders identified in this prospectus are selling an additional ADSs. Each ADS represents of our Cla
