Form 6-K JD.com, Inc. For: May 20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2022

Commission File Number: 001-36450

JD.com, Inc.

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

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

Exhibit Index

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 20, 2022

Exhibit 99.1

JD.com to Hold Annual General Meeting on June 21, 2022

Beijing, China — May 20, 2022—JD.com, Inc. (the “Company” or “JD.com”) (Nasdaq: JD; HKEx: 9618), a leading supply chain-based technology and service provider, today announced that it will hold its annual general meeting of shareholders (the “AGM”) at Building A, No. 18 Kechuang 11 Street, Yizhuang Economic and Technological Development Zone, Daxing District, Beijing 101111, People’s Republic of China, on June 21, 2022 at 2:00 p.m. (Hong Kong time).

No proposal will be submitted for shareholder approval at the AGM. Instead, the AGM will serve as an open forum for shareholders of record to discuss Company affairs with management.

Holders of record of Class A ordinary shares and Class B ordinary shares of the Company at the close of business on May 19, 2022 (Hong Kong time) are entitled to notice of, and to attend, the AGM or any adjournment or postponement thereof.

The Company has filed its annual report on Form 20-F, including its audited financial statements, for the fiscal year ended December 31, 2021, with the U.S. Securities and Exchange Commission. The Company’s annual report can be accessed on the investor relations section of its website at https://ir.jd.com/, as well as on the website of the U.S. Securities and Exchange Commission (the “SEC”) at www.sec.gov.

About JD.com

JD.com is a leading supply chain-based technology and service provider. JD.com’s cutting-edge retail infrastructure seeks to enable consumers to buy whatever they want, whenever and wherever they want it. JD.com has opened its technology and infrastructure to partners, brands and other sectors, as part of its Retail as a Service offering to help drive productivity and innovation across a range of industries.

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. JD.com may also make written or oral forward-looking statements in its periodic reports to the SEC, in announcements made on the website of The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about JD.com’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: JD.com’s growth strategies; its future business development, results of operations and financial condition; its ability to attract and retain new customers and to increase revenues generated from repeat customers; its expectations regarding demand for and market acceptance of its products and services; trends and competition in China’s e-commerce market; changes in its revenues and certain cost or expense items; the expected growth of the Chinese e-commerce market; laws, regulations and governmental policies relating to the industries in which JD.com or its business partners operate; potential changes in laws, regulations and governmental policies or changes in the interpretation and implementation of laws, regulations and governmental policies that could adversely affect the industries in which JD.com or its business partners operate, including, among others, initiatives to enhance supervision of companies listed on an overseas exchange and tighten scrutiny over data privacy and data security; risks associated with JD.com’s acquisitions, investments and alliances, including fluctuation in the market value of JD.com’s investment portfolio; impact of the COVID-19 pandemic; natural disasters and geopolitical events; change in tax rates and financial risks; intensity of competition; and general market and economic conditions in China and globally. Further information regarding these and other risks is included in JD.com’s filings with the SEC and the announcements on the website of the Hong Kong Stock Exchange. All information provided herein is as of the date of this announcement, and JD.com undertakes no obligation to update any forward-looking statement, except as required under applicable law.

For investor and media inquiries, please contact:

Investor Relations

Sean Zhang

+86 (10) 8912-6804

[email protected]

Media Relations

+86 (10) 8911-6155

[email protected]

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Exhibit 99.2

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Under our weighted voting rights structure, our share capital comprises Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share entitles the holder to exercise one vote, and each Class B ordinary share entitles the holder to exercise 20 votes, respectively, on any resolution tabled at our general meetings, except as may otherwise be required by law or provided for in our Memorandum and Articles of Association. Shareholders and prospective investors should be aware of the potential risks of investing in a company with a weighted voting rights structure. Our American depositary shares, each representing two of our Class A ordinary shares, are listed on the Nasdaq Global Select Market in the United States under the symbol JD.

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)

(Stock Code: 9618)

NOTICE OF

ANNUAL GENERAL MEETING OF SHAREHOLDERS

The attached Notice of Annual General Meeting issued by JD.com, Inc. (the “Company”) serves as the notice of Annual General Meeting required under Rule 13.71 of the Hong Kong Listing Rules and the circular required under Rule 13.73 of the Hong Kong Listing Rules. This notice is also available for viewing on the Company’s website at http://ir.jd.com.

The Annual General Meeting will be held at Building A, No. 18 Kechuang 11 Street, Yizhuang, Economic and Technological Development Zone, Daxing District, Beijing, People’s Republic of China on June 21, 2022, at 2:00 p.m. (Hong Kong time). No proposal will be submitted for shareholder approval at the Annual General Meeting.

The Company refers to the copy of its annual report for the fiscal year ended December 31, 2021 (the “Annual Report”), which was published on the Hong Kong Stock Exchange’s website on April 28, 2022.

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You may obtain an electronic copy of this notice and the Annual Report, free of charge, from the Company’s website at http://ir.jd.com or the Hong Kong Stock Exchange’s website at www.hkexnews.hk. The full text of the annual report on Form 20-F referred to in the Annual Report is also available for download, free of charge, on the U.S. Securities and Exchange Commission’s website at www.sec.gov.

Beijing, China, May 20, 2022

As at the date of this announcement, our board of directors comprises Mr. Richard Qiangdong LIU as the chairman, Mr. Lei XU as the executive director, Mr. Ming HUANG, Mr. Louis T. HSIEH, Mr. Dingbo XU and Ms. Caroline SCHEUFELE as the independent directors.

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JD.com, Inc.

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)

(NASDAQ: JD and HKEX: 9618)

Notice of Annual General Meeting

to be held on June 21, 2022

(or any adjourned or postponed meeting thereof)

NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of JD.com, Inc. (the “Company”) will be held at Building A, No. 18 Kechuang 11 Street, Yizhuang, Economic and Technological Development Zone, Daxing District, Beijing, People’s Republic of China on June 21, 2022 at 2:00 p.m. (Hong Kong time). No proposal will be submitted for shareholder approval at the AGM. Instead, the AGM will serve as an open forum for shareholders of record to discuss Company affairs with management.

SHARES RECORD DATE

The Board of Directors of the Company has fixed the close of business on May 19, 2022, Hong Kong time, as the record date (the “Shares Record Date”) of our Class A ordinary shares with a par value of US$0.00002 each (the “Class A Ordinary Shares”) and Class B ordinary shares with a par value of US$0.00002 each (the “Class B Ordinary Shares”, and together with the Class A Ordinary Shares, the “Shares”). Holders of record of the Company’s Shares as of the Shares Record Date are entitled to attend the AGM and any adjourned meeting thereof.

ATTENDING THE AGM

Only holders of record of Shares as of the Shares Record Date are entitled to attend the AGM. Please note that holders of ADSs are not entitled to attend the AGM. Any ADS holder who appears at the venue of the AGM will not be allowed to attend the AGM.

In order to prevent the spread of COVID-19 and to safeguard the health and safety of shareholders, the Company may implement certain precautionary measures at the AGM. All officers and agents of the Company reserve the right to refuse any person entry to the AGM venue, or to instruct any person to leave the AGM venue, where such officer or agent reasonably considers that such refusal or instruction is or may be required for the Company or any other person to be able to comply with applicable laws and regulations. The exercise of such right to refuse entry or instruct to leave shall not invalidate the proceedings at the AGM. Attendants to the AGM are advised to check the latest update on the COVID-19 related precautionary measures in relation to the AGM venue on the Company’s website at http://ir.jd.com.

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ANNUAL REPORT

You may obtain an electronic copy of the Company’s annual report for the fiscal year ended December 31, 2021 (the “Annual Report”), free of charge, from the Company’s website at http://ir.jd.com or the HKEX’s website at www.hkexnews.hk. The full text of the annual report on Form 20-F referred to in the Annual Report is also available for download, free of charge, on the U.S. Securities and Exchange Commission’s website at www.sec.gov.

Beijing, May 20, 2022

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