JD.com Announces Pricing of Initial Public Offering

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May 22, 2014, 01:00 ET

BEIJING, May 22, 2014 /PRNewswire/ -- JD.com, Inc. ("JD.com" or the "Company") (NASDAQ: JD), China's largest online direct sales company, today announced that its initial public offering of 93,685,620 American Depositary Shares ("ADSs"), each representing two Class A ordinary shares of the Company, was priced at $19.00 per ADS. The ADSs will begin trading on NASDAQ on May 22, 2014 under the symbol "JD."

The total gross proceeds of the offering are expected to be $1.78 billion, assuming no exercise by the underwriters of their option to purchase additional ADSs. Of the 93,685,620 ADSs being offered, 69,007,360 ADSs are offered by JD.com, and 24,678,260 ADSs are offered by the selling shareholders. The underwriters have been granted a 30-day option to purchase up to an additional 14,052,840 ADSs from JD.com.

The Company expects to receive gross proceeds of $1.31 billion from the offering at closing, assuming the underwriters do not exercise their option to purchase additional ADSs, and additional gross proceeds of $1.31 billion from the issuance of 138,014,720 Class A ordinary shares to Tencent at the IPO price in a private placement concurrent with the closing of the offering.

BofA Merrill Lynch and UBS Investment Bank acted as joint global coordinators and lead joint bookrunners for the offering. The joint bookrunners also include Allen & Company LLC, Barclays, China Renaissance and Jefferies. The co-managers of the offering are Oppenheimer & Co, Piper Jaffray, SunTrust Robinson Humphrey and Cowen and Company.

JD.com's registration statement relating to the offering has been filed with, and declared effective by, the United States Securities and Exchange Commission. This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The offering of the securities is made only by means of a prospectus forming a part of the effective registration statement. A copy of the prospectus relating to the offering may be obtained by contacting BofA Merrill Lynch, 222 Broadway, New York, NY 10038 Attention: Prospectus Department or email [email protected], or by contacting UBS Securities LLC, 299 Park Avenue, New York, NY 10171, Attention: Prospectus Department or by calling +1 (888) 827-7275.

About JD.com, Inc. (NASDAQ: JD):

JD.com, Inc. is the leading online direct sales company in China. The Company strives to offer consumers the best online shopping experience. Through its content-rich and user-friendly website www.jd.com and mobile applications, JD.com offers a wide selection of authentic products at competitive prices and deliver products in a speedy and reliable manner. As of March 31, 2014, JD.com offered approximately 40.2 million SKUs across 13 categories of products. The Company believes it has the largest fulfilment infrastructure of any e-commerce company in China. JD.com operated 7 fulfilment centers and a total of 86 warehouses with an aggregate gross floor area of approximately 1.5 million square meters in 36 cities, and 1,620 delivery stations and 214 pickup stations in 495 cities across China, staffed by its own employees. The Company provided same-day delivery in 43 cities under its 211 program and next-day delivery in another 256 cities across China as of March 31, 2014.

For more information, please visit http://ir.jd.com.

For investor and media inquiries, please contact:

JD.com

Ruiyu Li
[email protected]

Brunswick Group

Beijing
Josh Gartner
+86 (10) 5960-8600
[email protected]

New York
Cindy Zheng
+1 (212) 333-3810
[email protected]

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SOURCE JD.com, Inc.