x |
immediately upon filing
|
o
|
on (Date) at (Time)
|
Title of each class
of Securities to be registered
|
Amount to be
registered
|
Proposed
maximum aggregate price
per unit (1)
|
Proposed
maximum aggregate
offering price (2)
|
Amount of
registration fee
|
American Depositary Shares, each representing two Class A ordinary shares of JD.com, Inc.
|
1,200,000,000 American Depositary Shares
|
$0.05
|
$60,000,000
|
$6972.00
|
(1)
|
Each unit represents one American Depositary Share.
|
(2)
|
Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computedon the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of such Receiptsevidencing such American Depositary Shares.
|
Required Information
|
Location in Form of Receipt Filed Herewith as Prospectus
|
||||
1.
|
Name of depositary and address of its principal executive office
|
Face of Receipt – introductory paragraph
|
|||
2.
|
Title of Receipts and identity of deposited securities
|
Face of Receipt – top center
|
|||
Terms of Deposit: | |||||
(i) |
The amount of deposited securities represented by one American Depositary Share (“ADS”)
|
Face of Receipt – upper right corner
|
|||
(ii) |
The procedure for voting the deposited securities
|
Reverse of Receipt – Articles 14 and 15
|
|||
(iii) |
The procedure for collecting and distributing dividends
|
Reverse of Receipt – Articles 13 and 14
|
|||
(iv) |
The procedures for transmitting notices, reports and proxy soliciting material
|
Face of Receipt – Article 12;
Reverse of Receipt – Articles 14 and 15
|
|||
(v) |
The sale or exercise of rights
|
Reverse of Receipt – Articles 13 and 14
|
|||
(vi) |
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
|
Face of Receipt – Articles 3, 6 and 9;
Reverse of Receipt – Articles 13 and 16
|
|||
(vii) |
Amendment, extension or termination of the deposit arrangements
|
Reverse of Receipt – Articles 20 and 21 (no provision for extension)
|
|||
(viii) |
The rights of holders of Receipts to inspect the books of the depositary and the list of holders of Receipts
|
Face of Receipt – Article 12
|
|||
(ix) |
Restrictions upon the right to transfer or withdraw the underlying securities
|
Face of Receipt – Articles 2, 3, 4, 6, 8, 9 and 10
Reverse of Receipt – Article 22
|
|||
(x) |
Limitation on the depositary’s liability
|
Face of Receipt – Article 10;
Reverse of Receipt – Articles 15, 16, 17 and 18
|
|||
3.
|
Fees and charges that a holder of Receipts may have to pay, either directly or indirectly | Face of Receipt – Article 9 |
Required Information
|
Location in Form of Receipt Filed Herewith as Prospectus
|
||||
(b)
|
Periodic reporting requirements and certain reports filed with the Commission
|
Face of Receipt – Article 12
|
|||
(a)(1)
(a)(2)
|
Form of Deposit Agreement, by and among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all holders and beneficial owners from time to time of ADSs issued thereunder (“Deposit Agreement”). — Previously filed as Exhibit (a) to Registration Statement No. 333-195849 and incorporated herein by reference.
Form of American Depositary Receipt. — Filed herewith as Exhibit (a)(2).
|
(b)
|
Any other agreement to which the Depositary is a party relating to the issuance of the ADSs registered hereunder or the custody of the deposited securities represented thereby. — Not applicable.
|
(c)
|
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. — Not applicable.
|
(d)
|
Opinion of counsel to the Depositary as to the legality of the securities to be registered. — Filed herewith as Exhibit (d).
|
(e)
|
Certificate under Rule 466. — Filed herewith as Exhibit (e).
|
(f)
|
Powers of attorney for certain officers and directors of the Company. — Set forth on the signature pages hereto.
|
(a)
|
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities; and (2) made generally available to the holders of the underlying securities by the issuer.
|
(b)
|
If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty (30) days before any change in the fee schedule.
|
Legal entity created by the agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares for Class A ordinary shares of JD.com, Inc. | |||
By:
|
DEUTSCHE BANK TRUST COMPANY
AMERICAS, Depositary
|
||
|
By:
|
/s/ Michael Curran | |
Name: Michael Curran
Title: Vice President
|
|||
By:
|
/s/ Christopher Konopelko | ||
Name: Christopher Konopelko
Title: Director
|
|||
JD.com, Inc.
|
|||
By:
|
/s/ Richard Qiangdong Liu
|
||
Name:
Title:
|
Richard Qiangdong Liu
Chairman of the Board of Directors and
Chief Executive Officer
|
Signature
|
Title
|
|
/s/ Richard Qiangdong Liu
|
Chairman of the Board of Directors
and Chief Executive Officer
|
|
Name: Richard Qiangdong Liu
|
(Principal Executive Officer)
|
|
/s/ Martin Chi Ping Lau
|
Director
|
|
Name: Martin Chi Ping Lau
|
||
Director
|
||
Name: Ming Huang
|
||
/s/ Louis T. Hsieh
|
Director
|
|
Name: Louis T. Hsieh
|
||
/s/ David Daokui Li
|
Director
|
|
Name: David Daokui Li
|
||
/s/ Sidney Xuande Huang
|
Chief Financial Officer
|
|
Name: Sidney Xuande Huang
|
(Principal Financial and Accounting Officer)
|
Law Debenture Corporate Services Inc.
|
|||
By:
|
/s/ Giselle Manon
|
||
Name: Giselle Manon
on behalf of Law Debenture Corporate Services Inc.
|
|||
Title: Service of Process Officer
|
Exhibit
|
(a)(2)
|
Form of American Depositary Receipt
|
|
(d)
|
Opinion of counsel to the Depositary as to the legality of the securities to be registered.
|
|
(e)
|
Rule 466 Certification |