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[JOINT FILING AGREEMENT Tencent Holdings Limited Ma Huateng Chairman of the Board Huang River Investment Limited Ma Huateng Director] [JD.com, Inc. Lock-Up Agreement May 12, 2014 Merrill Lynch, Pierce, Fenner & Smith Incorporated UBS Securities LLC As Representatives of the several Underwriters to be named in Schedule I to the Underwriting Agreement, Re: JD.com, Inc. - Lock-Up Agreement Ladies and Gentlemen: 1 2 bona fide 3 4 Very truly yours, Huang River Investment Limited (Exact Name) 39F, Tencent Building,] [JD.com, Inc. Lock-Up Agreement May 12, 2014 Merrill Lynch, Pierce, Fenner & Smith Incorporated UBS Securities LLC As Representatives of the several Underwriters to be named in Schedule I to the Underwriting Agreement, Re: JD.com, Inc. - Lock-Up Agreement Ladies and Gentlemen: 1 2 bona fide 3 4 Very truly yours , Martin Lau] [Agreement Buyer Buyers Seller This SHARE PURCHASE AGREEMENT (this “ ARTICLE 1 Definitions . Definitions Section 1.01 . As used herein, the following terms have the following meanings: Affiliate “ Business Day means “ Company “ Encumbrance “ Onshore ETA “ Ordinary Shares “ Restated Articles “ Subsidiary “ Thirteenth Amended and Restated Shareholders Agreement “ Purchase and Sale Purchase] [EXECUTION VERSION SUPPLEMENTAL AGREEMENT Supplemental Agreement HRIL Founder Agreement THIS SUPPLEMENTAL AGREEMENT (the “ RECITALS WHEREAS, the Founder and the Company are parties to the Agreement; WHEREAS, Section 2.01 of the Agreement provides that, with respect to the founder, HRIL shall sell to the Founder and the Founder shall purchase from HRIL the Founder’s Share Allocation of 3,449,041 Ordinary Shares] [CUSIP No. 13D Page 2 of 11 Pages 1.]
[JOINT FILING AGREEMENT Tencent Holdings Limited Ma Huateng Chairman of the Board Huang River Investment Limited Ma Huateng Director] [JD.com, Inc. Lock-Up Agreement May 12, 2014 Merrill Lynch, Pierce, Fenner & Smith Incorporated UBS Securities LLC As Representatives of the several Underwriters to be named in Schedule I to the Underwriting Agreement, Re: JD.com, Inc. - Lock-Up Agreement Ladies and Gentlemen: 1 2 bona fide 3 4 Very truly yours, Huang River Investment Limited (Exact Name) 39F, Tencent Building,] [JD.com, Inc. Lock-Up Agreement May 12, 2014 Merrill Lynch, Pierce, Fenner & Smith Incorporated UBS Securities LLC As Representatives of the several Underwriters to be named in Schedule I to the Underwriting Agreement, Re: JD.com, Inc. - Lock-Up Agreement Ladies and Gentlemen: 1 2 bona fide 3 4 Very truly yours , Martin Lau] [Agreement Buyer Buyers Seller This SHARE PURCHASE AGREEMENT (this “ ARTICLE 1 Definitions . Definitions Section 1.01 . As used herein, the following terms have the following meanings: Affiliate “ Business Day means “ Company “ Encumbrance “ Onshore ETA “ Ordinary Shares “ Restated Articles “ Subsidiary “ Thirteenth Amended and Restated Shareholders Agreement “ Purchase and Sale Purchase] [EXECUTION VERSION SUPPLEMENTAL AGREEMENT Supplemental Agreement HRIL Founder Agreement THIS SUPPLEMENTAL AGREEMENT (the “ RECITALS WHEREAS, the Founder and the Company are parties to the Agreement; WHEREAS, Section 2.01 of the Agreement provides that, with respect to the founder, HRIL shall sell to the Founder and the Founder shall purchase from HRIL the Founder’s Share Allocation of 3,449,041 Ordinary Shares] [CUSIP No. 13D Page 2 of 11 Pages 1.]
[TABLE OF CONTENTS 2 INDEPENDENT AUDITOR'S REPORT TO THE BOARD OF DIRECTORS OF TENCENT HOLDINGS LIMITED (incorporated in Cayman Islands with limited liability) Use these links to rapidly review the document PROSPECTUS 93,685,620 American Depositary Shares JD.com, Inc. Representing 187,371,240 Class A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, of JD.com, Inc. We]
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[Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, NY 10036 UBS Securities LLC 299 Park Avenue New York, NY 10171 VIA EDGAR AND FACSIMILE May 19 , 201 4 Mara L. Ransom, Assistant Director Daniel Porco, Staff Attorney William Thompson, Accounting Branch Chief Anthony Watson, Staff Accountant Division of Corporation Finance 100 F Street, N.E. Re:]
[[Letterhead of JD.com, Inc.] May 19, 2014 VIA EDGAR Division of Corporation Finance 100 F Street, N.E. Attention: Mara L. Ransom, Assistant Director Daniel Porco, Staff Attorney William Thompson, Accounting Branch Chief Anthony Watson, Staff Accountant Re: JD.com, Inc. Registration Statement on Form F-1 (Registration No. 333-193650) Registration Statement on Form 8-A (Registration No. 001-36450) Dear Ladies and Gentlemen: If]
[Issuer Free Writing Prospectus Registration No. 333-193650 May 19, 2014 JD.com, Inc. , 2014 , or Amendment No. 4, by visiting EDGAR on the SEC website at http://www.sec.gov/Archives/edgar/data/1549802/000104746914005020/a2220187zf-1a.htm The following information supplements and updates the information contained in the Companys preliminary prospectus dated May 9, 2014. All references to page numbers are to page numbers in Amendment No. 4. (1)]
