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Automatic shelf registration statement of securities of well-known seasoned issuers

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As filed with the Securities and Exchange Commission on April 18, 2016

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933

JD.com, Inc.
(Exact name of registrant as specified in its charter)

Not Applicable
(Translation of registrant's name into English)

Cayman Islands
(State or other jurisdiction of
incorporation or organization)
Not Applicable
(I.R.S. Employer
Identification Number)

20th Floor, Building A, No. 18 Kechuang 11 Street
Yizhuang Economic and Technological Development Zone
Daxing District, Beijing 101111
The People's Republic of China
+86 10 8911-8888
(Address and telephone number of registrant's principal executive offices)

Law Debenture Corporate Services Inc.
400 Madison Avenue, 4th Floor
New York, New York 10017
(212) 750-6474
(Name, address, and telephone number of agent for service)

Copies to:

Sidney Xuande Huang
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


Z. Julie Gao, Esq.
Jonathan B. Stone, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
c/o 42/F, Edinburgh Tower, The Landmark
15 Queen's Road, Central
Hong Kong

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

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 of 1933, check the following box. ý

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 the 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 registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ý

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

CALCULATION OF REGISTRATION FEE

Title of each class of securities
to be registered

Amount to be registered /
Proposed maximum aggregate price per unit /
Proposed maximum aggregate offering price /
Amount of registration fee (1)

Debt Securities (1)

PROSPECTUS

JD.com, Inc.

Debt Securities

We may offer and sell debt securities from time to time. This prospectus may not be used to consummate any sales of securities unless accompanied by a prospectus supplement which will describe the method and terms of the offering. We will provide the specific terms of any offering and the offered securities in one or more supplements to this prospectus. Any prospectus supplement may also add, update or change information contained in this prospectus.

Investing in our securities involves risks. You should carefully consider the risks described under "Risk Factors" on page 5 of this prospectus, in any accompanying prospectus supplement or in the documents incorporated by reference into this prospectus before making a decision to invest in our securities.

We may offer and sell these debt securities to or through one or more agents, underwriters, dealers or other third parties or directly to one or more purchasers on a continuous or delayed basis. The names of any underwriters will be stated in the applicable prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is April 18, 2016.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

1

FORWARD-LOOKING STATEMENTS

3

OUR COMPANY

4

RISK FACTORS

5

USE OF PROCEEDS

6

EXCHANGE RATE INFORMATION

7

RATIO OF EARNINGS TO FIXED CHARGES

8

DESCRIPTION OF DEBT SECURITIES

9

LEGAL OWNERSHIP OF DEBT SECURITIES

26

ENFORCEABILITY OF CIVIL LIABILITIES

28

PLAN OF DISTRIBUTION

30

LEGAL MATTERS

32

EXPERTS

33

WHERE YOU CAN FIND MORE INFORMATION

34

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

35

You should rely only on the information contained or incorporated by reference in this prospectus, in the applicable prospectus supplement or in any free writing prospectus filed by us with the SEC. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should not assume that the information contained or incorporated by reference in this prospectus and any prospectus supplement or in any free writing prospectus is accurate as of any date other than the respective dates thereof. Our business, financial condition, results of operations and prospects may have changed since those dates.

i

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a "shelf" registration process. Under this shelf registration process, we may offer and sell the debt securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the debt securities we may offer. Each time we use this prospectus to offer debt securities, we will provide one or more prospectus supplements that will contain specific information about the offering and the terms of those debt securities. We may also add, update or change other information contained in this prospectus by means of a prospectus supplement or by incorporating by reference information we file with the SEC. The registration statement on file with the SEC includes exhibits that provide more detail on some of the matters discussed in this prospectus. If there is any inconsistency between the information in this prospectus and any applicable prospectus supplement, you should rely on the information in the applicable prospectus supplement. Before you invest in any securities offered by this prospectus, you should read this prospectus, any applicable prospectus supplements and the related exhibits to the registration statement filed with the SEC, together with the additional information described under the headings "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference."

In this prospectus, unless otherwise indicated or unless the context otherwise requires, references to:

    "annual active customer accounts from core business" are to annual active customer accounts excluding Paipai.com unique customers, while "annual active customer accounts" are to customer accounts that made at least one purchase during the twelve months ended on the relevant date, including both online direct sales and online marketplace, which include Paipai.com, or Paipai, since the third quarter of 2014 after our acquisition of it from Tencent Holdings Limited on March 10, 2014;
    "China" or the "PRC" are to the People's Republic of China, excluding, for the purposes of this prospectus only, Hong Kong, Macau and Taiwan;
    "core GMV" are to GMV excluding that from Paipai.com. We define GMV as the total value of all orders for products and services placed in our online direct sales business and on our online marketplaces, regardless of whether the goods are sold or delivered or whether the goods are returned. GMV includes the value from orders placed on our website and mobile applications as well as orders placed on third-party mobile applications that are fulfilled by us or by our third-party merchants. Our calculation of GMV includes shipping charges paid by buyers to sellers and excludes (i) any transactions in our B2C business with order value exceeding RMB2,000 (US$309) that are not ultimately sold or delivered, (ii) products or services on our C2C marketplace, Paipai.com, with list prices above RMB100,000 (US$15,437), and (iii) transactions conducted by buyers on Paipai.com who make purchases exceeding RMB1,000,000 (US$154,373) in the aggregate in a single day;
    "orders fulfilled for core business" are to orders fulfilled excluding orders from Paipai.com, while "orders fulfilled" are to the total number of orders delivered, including the orders for products and services sold in our online direct sales business and on our online marketplaces, net of orders returned;
    "ordinary shares" are to our Class A and Class B ordinary shares, par value US$0.00002 per share;
    "RMB" and "Renminbi" are to the legal currency of China;
    "U.S. dollars," "US$," "dollars" and "$" are to the legal currency of the United States; and

1

    "we," "us," "our company" and "our" are to JD.com, Inc., its subsidiaries and its consolidated variable interest entities.

References in any prospectus supplement to "the accompanying prospectus" are to this prospectus and to "the prospectus" are to this prospectus and the applicable prospectus supplement taken together.

We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted.

2

FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference contain forward-looking statements that reflect our current expectations and views of future events. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by terminology such as "may," "will," "expect," "anticipate," "aim," "intend," "plan," "believe," "estimate," "is/are likely to," "future," "potential," "continue" or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to, among other things:

    our goals and strategies;
    our future business development, financial conditions and results of operations;
    the expected growth of the retail and online retail markets in China;
    our expectations regarding demand for and market acceptance of our products and services;
    our expectations regarding our relationships with customers, suppliers and third-party sellers;
    our plans to invest in our fulfillment infrastructure and technology platform as well as new business initiatives;
    competition in our industry; and
    government policies and regulations relating to our industry.

The forward-looking statements included in this prospectus, in the documents incorporated by reference herein and in any prospectus supplement are subject to risks, uncertainties and assumptions about our company. Our actual results of operations may differ materially from the forward-looking statements as a result of the risk factors disclosed in this prospectus, in the documents incorporated by reference herein or in any accompanying prospectus supplement.

We would like to caution you not to place undue reliance on these forward-looking statements. You should read these statements in conjunction with the risk factors disclosed herein, in the documents incorporated by reference herein and in any accompanying prospectus supplement for a more complete discussion of the risks of an investment in our securities. We operate in a rapidly evolving environment. New risks emerge from time to time and it is impossible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in any forward-looking statement. We do not undertake any obligation to update or revise the forward-looking statements except as required under applicable law.

3

OUR COMPANY

Overview

We are the largest online direct sales company in China in terms of transaction volume, with a 56.9% market share in the third quarter of 2015, according to iResearch. We believe we are also the largest retailer in China in terms of net revenues in 2015.

We believe we provide consumers an enjoyable online retail experience. Through our content-rich and user-friendly website www.jd.com and mobile applications, we offer a wide selection of authentic products at competitive prices which are delivered in a speedy and reliable manner. We also offer convenient online and in-person payment options and comprehensive customer services. In order to have better control over order fulfillment and to ensure customer satisfaction, we have built our own nationwide fulfillment infrastructure and last-mile delivery network, staffed by our own employees, which supports both our online direct sales and our online marketplace businesses. We have established strong relationships with our suppliers as we develop our online direct sales business. Furthermore, our online marketplace business has allowed us to significantly expand our offerings of products and services. As a result of our superior customer experience, our business has grown rapidly.

Growth in the number of our active customer accounts and orders fulfilled are key drivers of our revenue growth. Our annual active customer accounts from our core business increased from 47.4 million in 2013 to 90.6 million in 2014 and further to 155.0 million in 2015. During the same period, total orders we fulfilled for our core business also increased substantially from 323.3 million in 2013 to 651.9 million in 2014 and further to 1,263.1 million in 2015. Our core GMV increased from RMB125.5 billion in 2013 to RMB242.5 billion in 2014 and further to RMB446.5 billion (US$68.9 billion) in 2015.

We generated net revenues of RMB69.3 billion, RMB115.0 billion and RMB181.3 billion (US$28.0 billion) and incurred net losses of RMB0.05 billion, RMB5.0 billion and RMB9.4 billion (US$1.4 billion) in 2013, 2014 and 2015, respectively.

Corporate Information

Our principal executive offices are located at 20th Floor, Building A, No. 18 Kechuang 11 Street, Yizhuang Economic and Technological Development Zone, Daxing District, Beijing 101111, the People's Republic of China. Our telephone number at this address is +86 10 8911-8888. We have appointed Law Debenture Corporate Services Inc., located at 400 Madison Avenue, 4th Floor, New York, New York 10017, as our agent upon whom process may be served in any action brought against us under the securities laws of the United States in connection with an offering of securities registered by the registration statement of which this prospectus is a part.

4

RISK FACTORS

Investing in our debt securities involves risk. Before you decide to buy our debt securities, you should carefully consider the risks described in our most recent annual report on Form 20-F, which is incorporated herein by reference, as well as the risks that are described in the applicable prospectus supplement and in other documents incorporated by reference into this prospectus. If any of these risks actually occurs, our business, financial condition and results of operations could suffer, and you may lose all or part of your investment.

Please see "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference" for information on where you can find the documents we have filed with or furnished to the SEC and which are incorporated into this prospectus by reference.

5

USE OF PROCEEDS

Except as may be described otherwise in an accompanying prospectus supplement, we intend to use the net proceeds from the sale of the debt securities for general corporate purposes.

6

EXCHANGE RATE INFORMATION

Our business is primarily conducted in China and almost all of our revenues are denominated in RMB. The conversion of RMB into U.S. dollars in this prospectus is based on the noon buying rate in New York City for cable transfers in RMB as certified for customs purposes by the Federal Reserve Board. Except as otherwise stated in this prospectus, all translations from RMB to U.S. dollars and U.S. dollars to RMB in this prospectus were made at a rate of RMB6.4778 to US$1.00, the noon buying rate in effect as of December 31, 2015. We make no representation that any RMB or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or RMB, as the case may be, at any particular rate, or at all. The PRC government imposes control over its foreign currency reserves in part through direct regulation of the conversion of RMB into foreign exchange and through restrictions on foreign trade. On April 8, 2016, the noon buying rate was RMB6.4628 to US$1.00.

The following table sets forth information concerning exchange rates between the RMB and the U.S. dollar for the periods indicated.


Noon Buying Rate
Period Period-End Average (1) Low High

(RMB per U.S. Dollar)

2011

6.2939 6.4475 6.6364 6.2939

2012

6.2301 6.2990 6.3879 6.2221

2013

6.0537 6.1412 6.2438 6.0537

2014

6.2046 6.1704 6.2591 6.0402

2015

6.4778 6.2869 6.4896 6.1870

October

6.3180 6.3505 6.3591 6.3180

November

6.3883 6.3640 6.3945 6.3180

December

6.4778 6.4491 6.4896 6.3883

2016

January

6.5752 6.5726 6.5932 6.5219

February

6.5525 6.5501 6.5795 6.5154

March

6.4480 6.5027 6.5500 6.4480

April (through April 8, 2016)

6.4628 6.4720 6.4780 6.4599

7

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our unaudited consolidated ratio of earnings to fixed charges for each of the periods indicated using financial information extracted, where applicable, from our audited consolidated financial statements. Our audited consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP.


Year Ended December 31,

2011 2012 2013 2014 2015

(unaudited)

Ratio of earnings to fixed charges

(1) (1) (1) (1) (1)

The ratio of earnings to fixed charges is calculated by dividing earnings by fixed charges. The term "earnings" means the sum of (a) pre-tax loss from continuing operations before adjustment for income or loss from equity investees and (b) fixed charges. The term "fixed charges" means the sum of (a) interest expensed and capitalized, and (b) an estimate of the interest within rental expense.

8

DESCRIPTION OF DEBT SECURITIES

The following is a summary of certain general terms and provisions of the debt securities and the indenture, but they are not complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the indenture, which has been filed as an exhibit to the registration statement of which this prospectus is a part, including the definitions of specified terms used in the indenture, and to the Trust Indenture Act of 1939, as amended, or the "Trust Indenture Act". The particular terms of the debt securities offered by any prospectus supplement and the extent these general provisions may apply to the debt securities will be described in the applicable prospectus supplement. The terms of the debt securities will include those set forth in the indenture, any related documents and those made a part of the indenture by the Trust Indenture Act. You should read the summary below, the applicable prospectus supplement and the provisions of the indenture and any related documents before investing in our debt securities.

The prospectus supplement relating to any series of debt securities that we may offer will contain the specific terms of the debt securities. These terms may include the following:

    the title and any limit on the aggregate principal amount of the debt securities;
    whether the debt securities will be secured or unsecured;
    whether the debt securities are senior or subordinated debt securities and, if subordinated, the terms of such subordination;
    the percentage or percentages of principal amount at which such debt securities will be issued;
    the interest rate(s) or the method for determining the interest rate(s);
    the dates on which interest will accrue or the method for determining dates on which interest will accrue and dates on which interest will be payable;
    the record dates for the determination of holders to whom interest is payable or the method for determining such dates;
    the dates on which the debt securities may be issued, the maturity date and other dates of payment of principal;
    redemption or early repayment provisions;
    authorized denominations if other than denominations of $2,000 and multiples of $1,000 in excess thereof;
    the form of the debt securities;
    amount of discount or premium, if any, with which such debt securities will be issued;
    whether such debt securities will be issued in whole or in part in the form of one or more global securities;
    the identity of the depositary for global securities;
    whether a temporary security is to be issued with respect to such series and whether any interest payable prior to the issuance of definitive securities of the series will be credited to the account of the persons entitled thereto;
    the terms upon which beneficial interests in a temporary global security may be exchanged in whole or in part for beneficial interests in a definitive global security or for individual definitive securities;
    any covenants applicable to the particular debt securities being issued;
    any defaults and events of default applicable to the particular debt securities being issued;

9

    any provisions for the defeasance of the particular debt securities being issued in whole or in part;
    any addition or change in the provisions related to satisfaction and discharge;
    any restriction or condition on the transferability of the debt securities;
    the currency, currencies or currency units in which the purchase price for, the principal of and any premium and any interest on, such debt securities will be payable;
    the time period within which, the manner in which and the terms and conditions upon which the purchaser of the debt securities can select the payment currency;
    the securities exchange(s) or automated quotation system(s) on which the securities will be listed or admitted to trading, as applicable, if any;
    our obligation or right to redeem, purchase or repay debt securities under a sinking fund, amortization or analogous provision;
    provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture;
    place or places where we may pay principal, premium, if any, and interest and where holders may present the debt securities for registration of transfer, exchange or conversion;
    place or places where notices and demands relating to the debt securities and the indentures may be made;
    if other than the principal amount of the debt securities, the portion of the principal amount of the debt securities that is payable upon declaration of acceleration of maturity;
    any index or formula used to determine the amount of payments of principal of, premium (if any) or interest on the debt securities and the method of determining these amounts;
    any provisions relating to compensation and reimbursement of the trustee;
    provisions, if any, granting special rights to holders of the debt securities upon the occurrence of specified events; and
    additional terms not inconsistent with the provisions of the indenture, except as permitted by the terms of the indenture.

General

We may sell the debt securities, including original issue discount securities, at par or at greater than de minimis discount below their stated principal amount. Unless we inform you otherwise in a prospectus supplement, we may issue additional debt securities of a particular series without the consent of the holders of the debt securities of such series outstanding at the time of issuance. Any such additional debt securities, together with all other outstanding debt securities of that series, will constitute a single series of debt securities under the indenture. Such additional debt securities will have the same terms and conditions as the applicable series of debt securities in all respects (or in all respects except for the issue date, the issue price or the first payment of interest), and will vote together as one class on all matters with respect to such series of debt securities. We shall not issue any additional debt securities with the same CUSIP, ISIN or other identifying number as outstanding debt securities issued hereunder unless the additional debt securities are fungible with such outstanding debt securities for U.S. federal income tax purposes. Unless we inform you otherwise in the applicable prospectus supplement, the debt securities will not be listed on any securities exchange.

10

Form, Exchange and Transfer

The debt securities will be issued in fully registered form without interest coupons and, unless otherwise indicated in the applicable prospectus supplement, in minimum denominations of US$2,000 and integral multiples of US$1,000 in excess thereof.

The entity performing the role of maintaining the list of registered holders is called the "registrar." The registrar acts as our agent for registering debt securities in the names of holders and transferring registered debt securities. You may exchange or transfer your registered debt securities at the specified office of the registrar. We may also arrange for additional registrars, and may change registrars. We may also choose to act as our own registrar.

You will not be required to pay a service charge for any registration of transfer or exchange of debt securities, but you may be required to pay any tax or other governmental charge associated with the registration of transfer or exchange. The registration of transfer or exchange of a registered debt security will only be made if you have duly endorsed the debt security or provided the registrar with a written instrument of transfer satisfactory in form to the registrar.

Payment and Paying Agents

If your debt securities are in definitive registered form, we will pay interest to you if you are listed in the registrar's records as a direct holder at the close of business on a particular day in advance of each due date for interest, even if you no longer own the debt securities on the interest due date. That particular day is called the "record date" and will be stated in the applicable prospectus supplement.

We will pay interest, principal, additional amounts and any other money due on global registered debt securities pursuant to the applicable procedures of the depositary or, if the debt securities are not in global form, at offices maintained for that purpose in New York, New York. These offices are called "paying agents." We may also choose to pay interest by...


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