京东上市申请 JD.com IPO FORM F-1 Summary
【京东向SEC递IPO申请赴美上市 最多融资15亿美元】美林和UBS为其承销商。2013年前三季度盈利6千万元，但要扣除优先股费用21.6亿元。刘强东代高管团队持18%股份，老虎基金持22%。活跃用户=3580万，快递员=1.8万,仓储中心=34个城市，订单总量=2.117亿,SKU数量=2570万。上市F1~招股书：
460个城市有1453个快递站
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM F-1 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)
| | 5990
(Primary Standard Industrial
Classification Code Number)
| | Not Applicable
(I.R.S. Employer
Identification Number)
|
10th Floor, Building A, North Star Century Center
No. 8 Beichen West Street
Chaoyang District, Beijing 100101
The People's Republic of China
+86 10 5895-5500
(Address, including zip code, and telephone number, including area code, 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, including zip code, and telephone number, including area code, of agent for service)
| | | Copies to:
| Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
c/o 42/F, Edinburgh Tower, The Landmark
15 Queen's Road Central
Hong Kong
+852 3740-4700
|
| James C. Lin, Esq.
Davis Polk & Wardwell LLP
c/o 18th Floor, The Hong Kong Club Building
3A Chater Road, Central
Hong Kong
+852 2533-3300
|
Approximate date of commencement of proposed sale to the public: as soon as practicable after the effective date of this registration statement. 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. o 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 post-effective amendment filed pursuant to Rule 462(d) 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
CALCULATION OF REGISTRATION FEE | | | | | | | | | | | | Title of each class of
securities to be registered
| | Proposed maximum
aggregate offering price(2)(3)
| | Amount of
registration fee
| | | Class A Ordinary Shares, par value $0.00002 per share(1) | | $1,500,000,000
| | $193,200
|
|
(1)American depositary shares issuable upon deposit of Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333- ). Each American depositary share represents Class A ordinary shares.
(2)Includes Class A ordinary shares that are issuable upon the exercise of the underwriters' over-allotment option. Also includes Class A ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public. These Class A ordinary shares are not being registered for the purpose of sales outside the United States.
(3)Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion
Preliminary Prospectus dated , 2014 PROSPECTUS American Depositary Shares JD.com, Inc. Representing Class A Ordinary Shares
This is an initial public offering of American depositary shares, or ADSs, of JD.com, Inc. We are selling ADSs. [The selling shareholders identified in this prospectus are selling an additional ADSs.] Each ADS represents of our Class A ordinary shares, par value US$0.00002 per share. [We will not receive any proceeds from the sale of ADSs to be offered by the selling shareholders.] Prior to this offering, there has been no public market for the ADSs or the Class A ordinary shares. It is currently estimated that the initial public offering price per ADS will be between US$ and US$ . We intend to apply to list the ADSs on [the New York Stock Exchange/the NASDAQ Global Market] under the symbol " ." Investing in the ADSs involves risks that are described in the "Risk Factors" section beginning on page 13 of this prospectus.
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| | |
| | |
| | Per ADS
| | Total
| | Initial public offering price | | US$ |
| | US$ |
| | Underwriting discount | | US$ |
| | US$ |
| | Proceeds, before expenses, to us | | US$ |
| | US$ |
| | [Proceeds, before expenses, to the selling shareholders | | US$ |
| | US$ |
| ] |
The underwriters may also exercise their option to purchase up to an additional ADSs from us, [and up to an additional ADSs from the selling shareholders,] at the initial public offering price, less the underwriting discount, for 30 days after the date of this prospectus. Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Following the completion of this offering, our outstanding share capital will consist of Class A ordinary shares and Class B ordinary shares. Richard Qiangdong Liu, our founder, chairman and chief executive officer, will be deemed to beneficially own all of our issued Class B ordinary shares and will be able to exercise approximately % of the total voting power of our issued and outstanding share capital, both on behalf of himself and on behalf of Fortune Rising Holdings Limited, immediately following the completion of this offering. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to twenty votes and is convertible into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
The underwriters expect to deliver the ADSs against payment in U.S. dollars in New York, New York on or about , 2014.
| | | | BofA Merrill Lynch | | UBS Investment Bank
|
The date of this prospectus is , 2014.
Table of Contents
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| [url=http://www.sec.gov/Archives/edgar/data/1549802/000104746914000443/a2218025zf-1.htm#eo17701_principal_[and_selling]_shareholders]Principal [and Selling] Shareholders[/url] | | [url=http://www.sec.gov/Archives/edgar/data/1549802/000104746914000443/a2218025zf-1.htm#eo17701_principal_[and_selling]_shareholders]153[/url]
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| | | F-1
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No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the ADSs offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. Neither we nor any of the underwriters has done anything that would permit this offering or possession or distribution of this prospectus or any filed free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus or any filed free writing prospectus must inform themselves about, and observe any restrictions relating to, the offering of the ADSs and the distribution of this prospectus or any filed free writing prospectus outside of the United States.
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our ADSs discussed under "Risk Factors," before deciding whether to buy our ADSs. Our Business We are the largest online direct sales company in China in terms of transaction volume in 2012 and the first nine months of 2013, with a market share in China of 45% in the third quarter of 2013, according to iResearch, a third-party market research firm. Our gross merchandise volume, or GMV, increased from RMB32.7 billion in 2011 to RMB73.3 billion in 2012 and RMB86.4 billion (US$14.1 billion) in the first nine months of 2013. 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 after-sales services. In order to have better control over 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. Leveraging our strengths, we launched our online marketplace business in 2010, which has allowed us to significantly expand our selection of products and services. As a result of our superior customer experience, our business has grown rapidly. The number of products we offer has grown from approximately 1.5 million stock keeping units, or SKUs, as of December 31, 2011 to approximately 7.2 million SKUs as of December 31, 2012 and further to approximately 25.7 million as of December 31, 2013. We foster an interactive user community that discusses, rates and reviews our products and services. We believe we have the largest online product review database of any online direct sales company in China with approximately 247 million product reviews generated by our customers to date. We had 12.5 million, 29.3 million and 35.8 million active customer accounts and fulfilled approximately 65.9 million, 193.8 million and 211.7 million orders in 2011, 2012 and the first nine months of 2013, respectively. Timely and reliable fulfillment is critical to the success of an online retail business. Given the underdevelopment of third-party fulfillment services in China in terms of both warehousing and logistics facilities and last-mile delivery services, we made a strategic decision in 2007 to build and operate our own nationwide fulfillment infrastructure. We believe we have the largest fulfillment infrastructure of any e-commerce company in China. We operated 82 warehouses with an aggregate gross floor area of over 1.3 million square meters in 34 cities and 1,453 delivery stations and 209 pickup stations in 460 cities across China, staffed by 18,005 delivery personnel, 8,283 warehouse staff and 4,842 customer service personnel, as of December 31, 2013. Leveraging this nationwide fulfillment infrastructure, we deliver a majority of the orders directly to customers ourselves, more than half of which were delivered on the day the order was placed or the day after. As of December 31, 2013, we provided same-day delivery in 31 cities under our 211 program and next-day delivery in another 206 cities across China. We are a technology-driven company and have invested heavily in developing our own highly scalable proprietary technology platform that supports our rapid growth and enables us to provide value-added technology services. Our technology platform currently has the capacity to process up to 30 million orders per day and record the status of 1.5 billion SKUs. In addition, our sophisticated business intelligence system enables us to refine our merchandise sourcing strategy to manage our inventory turnover and control costs and to leverage our large customer database to create customized product recommendations and cost-effective and targeted advertising. We introduced an online marketplace in October 2010 to leverage our brand recognition, our large and growing customer base, our extensive transaction data, our fulfillment infrastructure and our proprietary technology platform. Our online marketplace allows us to provide customers a much greater selection of products. As of December 31, 2013, our online marketplace accounted for approximately 23.5 million of the approximately 25.7 million SKUs offered on our website. Our online direct sales and marketplace businesses together made us the second largest B2C e-commerce company in China, with a 17.5% market share based on transaction volume in the third quarter of 2013, according to iResearch. We attract and select third-party sellers to offer authentic products to our customers through our online marketplace. We monitor third-party sellers' performance and activities on our online marketplace closely to ensure that they meet our requirements for authentic products and high-quality customer service. In addition to basic transaction processing and billing services, we offer third-party sellers a suite of value-added fulfillment and other services. Our business has grown substantially in recent years. Our total net revenues increased from RMB21.1 billion in 2011 to RMB41.4 billion in 2012 and from RMB28.8 billion in the first nine months of 2012 to RMB49.2 billion (US$8.0 billion) in the first nine months of 2013. We had net losses of RMB1.3 billion and RMB1.7 billion in 2011 and 2012, respectively. In the first nine months of 2013, we had net profit of RMB60 million (US$10 million), as compared to net loss of RMB1.4 billion in the first nine months of 2012. Our Industry China's retail industry has experienced substantial growth as a result of rising disposable income and increasing urbanization. Total retail sales grew from RMB6.2 trillion in 2008 to RMB9.8 trillion (US$1.6 trillion) in 2012, according to Euromonitor International, representing a compound annual growth rate, or CAGR, of 12.2%. However, China's large size and population and differences in consumer behavior and purchasing power across the country have presented significant challenges for retailers to scale up and expand nationwide. As a result, China's retail industry is highly fragmented, with the top 20 retailers in aggregate only accounting for approximately 10% of the total market share in 2012, as compared with approximately 40% in the United States, according to Euromonitor International. The fragmented offline retail market in China presents an opportunity for online retailers. According to iResearch, China's online retail market size measured by transaction volume was RMB1.3 trillion in 2012 and is expected to reach RMB3.6 trillion (US$588 billion) in 2016, representing a CAGR of 28.9%, a growth rate significantly faster than that of the offline retail market. Online direct sales and online marketplace are the two major online retail business models in China. Under the online direct sales business model, a company procures and manages its own inventories, sells products directly to consumers online, and provides delivery and after-sales services. Under the online marketplace business model, a company operates an intermediary platform that facilitates transactions between merchants and consumers. Some online marketplaces are operated by companies that also have their own online direct sales business. China's online retail market was originally dominated by online marketplaces, but companies operating under the online direct sales model with carefully managed procurement and fulfillment services as well as wide product selection have also been successful in the past several years, particularly as customers increasingly value product authenticity and better service. With the shortage of quality storage space and the limited availability of reasonably priced last-mile delivery options, fulfillment remains a challenge for online retail companies attempting to reach more consumers on a nationwide scale while maintaining the quality and efficiency of customer service. Competitive Strengths We believe that the following competitive strengths contribute to our success and differentiate us from our competitors:
•our leading market position as China's largest online direct sales company;
•our superior customer experience;
•our own nationwide fulfillment infrastructure;
•our strong merchandise sourcing capabilities;
•our highly scalable proprietary technology platform;
•our fast growing online marketplace; and
•our visionary founder, experienced management team and strong corporate culture.
Our Strategies Our goal is to become the largest e-commerce company in China. We plan to achieve this goal by implementing strategies to optimize customer experience, deepen our market penetration and enhance our brand recognition while continuing to improve our margins and operating leverage. These strategies include:
•attracting new customers and cultivating customer loyalty;
•further expanding our product offerings;
•enhancing our fulfillment infrastructure;
•strengthening our technology platform;
•improving operating leverage and increasing margins; and
•exploring new business initiatives to broaden our service offerings.
Our Challenges Our ability to achieve our goal and execute our strategies is subject to risks and uncertainties, including those relating to our ability to:
•manage our growth and execute our strategies effectively;
•achieve and maintain profitability;
•provide superior customer experience;
•protect our JD (  ) brand and reputation;
•offer a broad selection of products at competitive prices;
•further expand our fulfillment infrastructure and improve operational efficiency in a cost effective manner; and
•compete effectively.
In addition, we face risks and uncertainties related to our corporate structure and doing business in China, including:
•risks associated with our control over Jingdong 360 and Jiangsu Yuanzhou, which is based on contractual arrangements rather than equity ownership;
•uncertainties associated with the interpretation and application of PRC regulations and policies, including those relating to the online retail industry and internet related business in China; and
•risks related to our ability to use the proceeds of this offering to make additional capital contributions or loans to our PRC subsidiaries as a result of PRC regulations and governmental control of currency conversion.
Please see "Risk Factors" and other information included in this prospectus for a discussion of these and other risks and uncertainties that we face. Corporate History and Structure Our founder, Mr. Richard Qiangdong Liu, launched an online retail website in January 2004. He subsequently formed a company in Beijing and another company in Shanghai and conducted his online retail business through these two companies. In November 2006, we incorporated Star Wave Investments Holdings Limited under the laws of the British Virgin Islands as our offshore holding company in order to facilitate international financing. We later changed the name of this entity to 360buy Jingdong Inc. In January 2014, 360buy Jingdong Inc. was redomiciled in the Cayman Islands as an exempted company registered under the laws of the Cayman Islands, and was renamed JD.com, Inc. In April 2007, we established a wholly owned PRC subsidiary, Beijing Jingdong Century Trade Co., Ltd., or Jingdong Century, and we acquired certain intellectual property rights from the two companies our founder had established earlier, which ceased business operations and were later liquidated and dissolved. Since then, Jingdong Century has established a variety of subsidiaries in China to engage in wholesale and retail sales, courier services, research and development, and internet finance. We assisted in establishing Beijing Jingdong 360 Degree E-Commerce Co., Ltd., or Jingdong 360, in April 2007. Mr. Richard Qiangdong Liu and Mr. Jiaming Sun are the shareholders of Jingdong 360, with Mr. Liu owning 45% and Mr. Sun owning 55% as of the date of this prospectus. We obtained control over Jingdong 360 through Jingdong Century in April 2007 by entering into a series of contractual arrangements with Jingdong 360 and the shareholders of Jingdong 360 which we refer to as the Jingdong 360 Agreements. The Jingdong 360 Agreements were subsequently amended and restated in April 2011 and again in May 2012, and some of the Jingdong 360 Agreements were further amended and restated in December 2013. Jingdong 360 holds our ICP license as an internet information provider and operates our website www.jd.com. In October 2012, Jingdong 360 acquired, through its wholly owned subsidiary, an online payment service provider which currently holds our online payment license and provides online payment and settlement services. We assisted in establishing Jiangsu Yuanzhou E-Commerce Co., Ltd., or Jiangsu Yuanzhou, in September 2010. Mr. Richard Qiangdong Liu and Mr. Jiaming Sun are also the shareholders of Jiangsu Yuanzhou, with Mr. Liu owning 45% and Mr. Sun owning 55% as of the date of this prospectus. We obtained control over Jiangsu Yuanzhou through Jingdong Century by commitments between Mr. Liu, Mr. Sun, Jiangsu Yuanzhou and Jingdong Century at the time Jiangsu Yuanzhou was established. Jingdong Century entered into a series of contractual arrangements with Jiangsu Yuanzhou and its shareholders in April 2011 which we refer to as the Jiangsu Yuanzhou Agreements. The Jiangsu Yuanzhou Agreements were subsequently amended and restated in May 2012, and some of the Jiangsu Yuanzhou Agreements were further amended and restated in November 2012 and in December 2013. Jiangsu Yuanzhou primarily conducts the sale of books and audio and video products. These two sets of contractual arrangements allow us to:
•exercise effective control over Jingdong 360 and Jiangsu Yuanzhou;
•receive substantially all of the economic benefits and bear the obligation to absorb substantially all of the losses of Jingdong 360 and Jiangsu Yuanzhou; and
•have an exclusive option to purchase all or part of the equity interests in Jingdong 360 and Jiangsu Yuanzhou when and to the extent permitted by PRC law.
As a result of our ownership of Jingdong Century, we became the primary beneficiary of Jingdong 360 in April 2007 and of Jiangsu Yuanzhou in September 2010, and they became our variable interest entities under generally accepted accounting principles in the United States, or U.S. GAAP. We have consolidated the financial results of Jingdong 360 and Jiangsu Yuanzhou in our consolidated financial statements in accordance with U.S. GAAP. Jingdong 360 and Jiangsu Yuanzhou collectively contributed 2.2%, 3.2% and 2.9% of our consolidated total net revenues in the years ended December 31, 2011 and 2012 and the nine months ended September 30, 2013, respectively. In April 2011, we established a wholly owned PRC subsidiary, Shanghai Shengdayuan Information Technology Co., Ltd., or Shanghai Shengdayuan. Currently, Shanghai Shengdayuan primarily operates our online marketplace business. In April 2012, we established an additional wholly owned PRC subsidiary, Tianjin Star East Corporation Limited, or Star East, which is expected to provide primarily warehousing and related services. In August 2012, we established an additional wholly owned PRC subsidiary, Beijing Jingbangda Trade Co., Ltd., or Jingbangda, which is expected to provide primarily courier services. Corporate Information Our principal executive offices are located at 10th Floor, Building A, North Star Century Center, No. 8 Beichen West Street, Chaoyang District, Beijing 100101, the People's Republic of China. Our telephone number at this address is +86 10 5895-5500. Our registered office in the Cayman Islands is located at the offices of Maples Corporate Services Limited at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Investors should submit any inquiries to the address and telephone number of our principal executive offices. Our main website iswww.jd.com. The information contained on our website is not a part of this prospectus. Our agent for service of process in the United States is Law Debenture Corporate Services Inc., located at 400 Madison Avenue, 4th Floor, New York, New York 10017. Conventions that Apply to this Prospectus Unless otherwise indicated or the context otherwise requires, references in this prospectus to:
•"we," "us," "our company" and "our" are to JD.com, Inc., its subsidiaries and its consolidated variable interest entities;
•"ADSs" are to our American depositary shares, each of which represents Class A ordinary shares;
•"China" or the " RC" are to the People's Republic of China, excluding, for the purposes of this prospectus only, Hong Kong, Macau and Taiwan;
•"ordinary shares" prior to the completion of this offering are to our ordinary shares, par value US$0.00002 per share, and upon and after the completion of this offering are to our Class A and Class B ordinary shares, par value US$0.00002 per share;
•"active customer account" for a specified period are to a customer account that made at least one purchase during the specified period;
•"GMV" are to the total value of all orders placed on our website and mobile applications, including orders for products and services sold in our online direct sales business and on our online marketplace, regardless of whether the transaction is ultimately consummated or the goods are returned;
•"Net GMV" are to the total value of all orders shipped for products and services sold in our online direct sales business and all orders delivered for products and services sold on our online marketplace, net of returns, during the specified period;
•"Orders fulfilled" are to the total number of orders delivered, including the orders for products and services sold in our online direct sales business and on our online marketplace, net of orders returned; and
•"SKUs" are to stock keeping units offered through our online direct sales and on our online marketplace. The number of SKUs does not represent the number of distinct products offered through our online direct sales and on our online marketplace. We may assign different SKUs to the same product if it is sourced from different suppliers or if it is sold both through our online direct sales and on our online marketplace or by more than one third-party seller on our online marketplace.
Unless the context indicates otherwise, all information in this prospectus assumes no exercise by the underwriters of their over-allotment option.
The Offering
| | | | Offering price | | We currently estimate that the initial public offering price will be between US$ and US$ per ADS. |
ADSs offered by us |
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ADSs (or ADSs if the underwriters exercise their over-allotment option in full). |
[ADSs offered by the selling shareholders |
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ADSs (or ADSs if the underwriters exercise their over-allotment option in full).] |
ADSs outstanding immediately after this offering |
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ADSs (or ADSs if the underwriters exercise their over-allotment option in full). |
Ordinary shares outstanding immediately after this offering |
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We will adopt a dual class ordinary share structure immediately prior to the completion of this offering. ordinary shares, comprised of Class A ordinary shares and Class B ordinary shares (or ordinary shares if the underwriters exercise their over-allotment option in full, comprised of Class A ordinary shares and Class B ordinary shares) will be issued and outstanding immediately upon the completion of this offering. Class B ordinary shares issued and outstanding immediately after the completion of this offering will represent % of our total issued and outstanding shares and % of the then total voting power (or % of our total issued and outstanding shares and % of the then total voting power if the underwriters exercise their over-allotment option in full). |
The ADSs |
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Each ADS represents Class A ordinary shares, par value US$0.00002 per share. |
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The depositary will hold Class A ordinary shares underlying your ADSs. You will have rights as provided in the deposit agreement. |
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We do not expect to pay dividends in the foreseeable future. If, however, we declare dividends on our ordinary shares, the depositary will pay you the cash dividends and other distributions it receives on our Class A ordinary shares after deducting its fees and expenses in accordance with the terms set forth in the deposit agreement. |
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You may turn in your ADSs to the depositary in exchange for Class A ordinary shares. The depositary will charge you fees for any exchange. |
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We may amend or terminate the deposit agreement without your consent. If you continue to hold your ADSs after an amendment to the deposit agreement, you agree to be bound by the deposit agreement as amended. |
| | | | | | To better understand the terms of the ADSs, you should carefully read the "Description of American Depositary Shares" section of this prospectus. You should also read the deposit agreement, which is filed as an exhibit to the registration statement that includes this prospectus. |
Ordinary shares |
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Our ordinary shares will be divided into Class A ordinary shares and Class B ordinary shares immediately prior to the completion of this offering. Holders of Class A ordinary shares and Class B ordinary shares will have the same rights except for voting and conversion rights. In respect of matters requiring a shareholder vote, each Class A ordinary share will be entitled to one vote, and each Class B ordinary share will be entitled to twenty votes. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any transfer of Class B ordinary shares by a holder thereof to any person or entity which is not an affiliate of such holder, such Class B ordinary shares shall be automatically and immediately converted into the same number of Class A ordinary shares. For a description of Class A ordinary shares and Class B ordinary shares, see "Description of Share Capital." |
Over-allotment option |
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We [and the selling shareholders] have granted to the underwriters an option, exercisable within 30 days from the date of this prospectus, to purchase up to an aggregate of additional ADSs. |
Use of proceeds |
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We expect that we will receive net proceeds of approximately US$ million from this offering, assuming an initial public offering price of US$ per ADS, which is the midpoint of the estimated range of the initial public offering price, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. |
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We intend to use the net proceeds from this offering as follows: | | | • approximately US$ to US$ to expand our fulfillment infrastructure by acquiring land use rights, building new warehouses and establishing more delivery stations; and | | | • the balance for general corporate purposes, including funding potential investments in and acquisitions of complementary businesses, assets and technologies. |
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See "Use of Proceeds" for more information. |
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[We will not receive any of the proceeds from the sale of ADSs by the selling shareholders.] |
| | | | Lock-up | | [We, our directors, executive officers and all of our existing shareholders have agreed with the underwriters not to sell, transfer or dispose of any ADSs, ordinary shares or similar securities for a period of 180 days after the date of this prospectus.] See "Shares Eligible for Future Sales" and "Underwriting." |
[Reserved ADSs |
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At our request, the underwriters have reserved for sale, at the initial public offering price, up to an aggregate of ADSs offered in this offering to some of our directors, officers, employees, business associates and related persons through a directed share program.] |
Listing |
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We intend to apply to have the ADSs listed on [the NYSE/NASDAQ] under the symbol " ." Our ADSs and shares will not be listed on any other stock exchange or traded on any automated quotation system. |
Payment and settlement |
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The underwriters expect to deliver the ADSs against payment therefor through the facilities of The Depository Trust Company on , 2014. |
Depositary |
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Summary Consolidated Financial Data and Summary Operating Data
The following summary consolidated statements of operations data for the years ended December 31, 2011 and 2012, summary consolidated balance sheet data as of December 31, 2011 and 2012 and summary consolidated cash flow data for the years ended December 31, 2011 and 2012 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP. The following summary consolidated statements of operations data for the nine months ended September 30, 2012 and 2013, summary consolidated balance sheet data as of September 30, 2013 and summary consolidated cash flow data for the nine months ended September 30, 2013 have been derived from our unaudited interim condensed consolidated financial statements included elsewhere in this prospectus. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and include all adjustments, consisting only of normal and recurring adjustments, that we consider necessary for a fair presentation of our financial position and operating results for the periods presented. You should read this Summary Consolidated Financial Data and Summary Operating Data section together with our consolidated financial statements and the related notes and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section included elsewhere in this prospectus. Our historical results are not necessarily indicative of results expected for future periods.
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| |
| | (in millions, except for share, per share and per ADS data)
| | Summary Consolidated Statements of Operations Data: | | |
| | |
| | |
| | |
| | |
| | |
| | Net revenues: | | |
| | |
| | |
| | |
| | |
| | |
| | Online direct sales | | | 20,888
| | | 40,335
| | | 6,591
| | | 28,155
| | | 47,678
| | | 7,791
| | Services and others | | | 241
| | | 1,046
| | | 171
| | | 652
| | | 1,538
| | | 251
| | | | |
| |
| |
| |
| |
| |
| | | | | |
| | |
| | |
| | |
| | |
| | |
| | Total net revenues | | | 21,129
| | | 41,381
| | | 6,762
| | | 28,807
| | | 49,216
| | | 8,042
| | | | |
| |
| |
| |
| |
| |
| | | | | |
| | |
| | |
| | |
| | |
| | |
| | Operating expenses(1): | | |
| | |
| | |
| | |
| | |
| | |
| | Cost of revenues | | | (19,977
| ) | | (37,898
| ) | | (6,193
| ) | | (26,473
| ) | | (44,413
| ) | | (7,257
| ) | Fulfillment | | | (1,515
| ) | | (3,061
| ) | | (500
| ) | | (2,184
| ) | | (2,858
| ) | | (467
| ) | Marketing | | | (479
| ) | | (1,097
| ) | | (179
| ) | | (904
| ) | | (1,067
| ) | | (174
| ) | Technology and content | | | (240
| ) | | (636
| ) | | (104
| ) | | (416
| ) | | (688
| ) | | (112
| ) | General and administrative | | | (322
| ) | | (640
| ) | | (105
| ) | | (403
| ) | | (506
| ) | | (84
| ) | | | |
| |
| |
| |
| |
| |
| | | | | |
| | |
| | |
| | |
| | |
| | |
| | Total operating expenses | | | (22,533
| ) | | (43,332
| ) | | (7,081
| ) | | (30,380
| ) | | (49,532
| ) | | (8,094
| ) | | | |
| |
| |
| |
| |
| |
| | | | | |
| | |
| | |
| | |
| | |
| | |
| | Loss from operations | | | (1,404
| ) | | (1,951
| ) | | (319
| ) | | (1,573
| ) | | (316
| ) | | (52
| ) | | | |
| |
| |
| |
| |
| |
| | | | | |
| | |
| | |
| | |
| | |
| | |
| | Other income/(expense): | | |
| | |
| | |
| | |
| | |
| | |
| | Interest income | | | 56
| | | 176
| | | 28
| | | 124
| | | 222
| | | 36
| | Interest expense | | | —
| | | (8
| ) | | (1
| ) | | (4
| ) | | (7
| ) | | (1
| ) | Others, net | | | 64
| | | 60
| | | 10
| | | 32
| | | 164
| | | 27
| | (Loss)/income before tax | | | (1,284
| ) | | (1,723
| ) | | (282
| ) | | (1,421
| ) | | 63
| | | 10
| | | | |
| |
| |
| |
| |
| |
| | | | | |
| | |
| | |
| | |
| | |
| | |
| | Income tax expense | | | —
| | | (6
| ) | | (1
| ) | | (3
| ) | | (3
| ) | | (0
| ) | | | |
| |
| |
| |
| |
| |
| | | | | |
| | |
| | |
| | |
| | |
| | |
| | Net (loss)/profit | | | (1,284
| ) | | (1,729
| ) | | (283
| ) | | (1,424
| ) | | 60
| | | 10
| | | | |
| |
| |
| |
| |
| |
| | | | | |
| | |
| | |
| | |
| | |
| | |
| | Preferred shares redemption value accretion | | | (1,660
| ) | | (1,588
| ) | | (259
| ) | | (830
| ) | | (2,160
| ) | | (353
| ) | Net loss attributable to holders of permanent equity securities | | | (2,944
| ) | | (3,317
| ) | | (542
| ) | | (2,254
| ) | | (2,100
| ) | | (343
| ) | | | |
| |
| |
| |
| |
| |
| | | | | |
| | |
| | |
| | |
| | |
| | |
| | | | | |
| | |
| | |
| | |
| | |
| | |
| | | | |
| |
| |
| |
| |
| |
| |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | For the Year Ended December 31,
| | For the Nine Months Ended
September 30,
| |
| | 2011
| | 2012
| | 2012
| | 2012
| | 2013
| | 2013
| |
| | RMB
| | RMB
| | US$
| | RMB
| | RMB
| | US$
| |
| | (in millions, except for share, per share and per ADS data)
| | Net loss per share of permanent equity securities: | | |
| | |
| | |
| | |
| | |
| | |
| | Basic | | | (2.23
| ) | | (2.18
| ) | | (0.36
| ) | | (1.49
| ) | | (1.24
| ) | | (0.20
| ) | Diluted | | | (2.23
| ) | | (2.18
| ) | | (0.36
| ) | | (1.49
| ) | | (1.24
| ) | | (0.20
| ) | Net loss per ADS(2): | | |
| | |
| | |
| | |
| | |
| | |
| | Basic | | |
| | |
| | |
| | |
| | |
| | |
| | Diluted | | |
| | |
| | |
| | |
| | |
| | |
| | Weighted average shares outstanding 3) | | |
| | |
| | |
| | |
| | |
| | |
| | Basic | | | 1,322,840,034
| | | 1,523,639,783
| | | 1,523,639,783
| | | 1,512,402,422
| | | 1,690,694,604
| | | 1,690,694,604
| | Diluted | | | 1,322,840,034
| | | 1,523,639,783
| | | 1,523,639,783
| | | 1,512,402,422
| | | 1,690,694,604
| | | 1,690,694,604
| |
(1)Share-based compensation expenses are allocated in operating expense items as follows:
| | |
| | |
| | |
| | |
| | |
| | |
| | | | |
| | For the Year Ended December 31,
| | For the Nine Months Ended
September 30,
| | | |
| | 2011
| | 2012
| | 2012
| | 2012
| | 2013
| | 2013
| | | |
| | RMB
| | RMB
| | US$
| | RMB
| | RMB
| | US$
| | | |
| | (in millions)
| | | | Fulfillment | | | (38
| ) | | (78
| ) | | (13
| ) | | (43
| ) | | (60
| ) | | (10
| ) | | | Marketing | | | (6
| ) | | (9
| ) | | (1
| ) | | (5
| ) | | (6
| ) | | (1
| ) | | | Technology and content | | | (1
| ) | | (25
| ) | | (4
| ) | | (12
| ) | | (25
| ) | | (4
| ) | | | General and administrative | | | (26
| ) | | (113
| ) | | (19
| ) | | (59
| ) | | (100
| ) | | (16
| ) |
(2)Each ADS represents Class A ordinary shares.
(3)On April 18, 2012, we effected a 5-for-1 share split whereby each of our issued and outstanding ordinary shares of a par value of US$0.0001 each was converted into five ordinary shares of a par value of US$0.00002 each, each of our issued and outstanding series A preferred shares of a par value of US$0.0001 each was converted into five series A preferred shares of a par value of US$0.00002 each, each of our issued and outstanding series B preferred shares of a par value of US$0.0001 each was converted into five series B preferred shares of a par value of US$0.00002 each, each of our issued and outstanding series C preferred shares of a par value of US$0.0001 each was converted into five series C preferred shares of a par value of US$0.00002 each, and the number of our authorized shares was increased from 500,000,000 to 2,500,000,000. The share split has been retroactively reflected for all periods presented herein. In January 2013, the number of our total authorized shares was further increased to 3,000,000,000.
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | As of December 31,
| | As of September 30,
| |
| | 2011
| | 2012
| | 2012
| | 2013
| | 2013
| | 2013
| | 2013
| | 2013
| | 2013
| |
| | RMB
| | RMB
| | US$
| | RMB
| | US$
| | RMB
| | US$
| | RMB
| | US$
| |
| | (in millions, except for shares)
| |
| |
| |
| |
| |
| |
| | Pro Forma(1)
| | Pro Forma As
Adjusted
(Unaudited)(2)(3)
| | Summary Consolidated Balance Sheet Data: | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | Cash and cash equivalents | | | 6,289
| | | 7,177
| | | 1,173
| | | 8,812
| | | 1,440
| | | 8,812
| | | 1,440
| | |
| | |
| | Restricted cash | | | 290
| | | 1,920
| | | 314
| | | 999
| | | 163
| | | 999
| | | 163
| | |
| | |
| | Short-term investments | | | —
| | | 1,080
| | | 176
| | | 3,468
| | | 567
| | | 3,468
| | | 567
| | |
| | |
| | Inventories, net | | | 2,764
| | | 4,754
| | | 777
| | | 6,504
| | | 1,063
| | | 6,504
| | | 1,063
| | |
| | |
| | Total assets | | | 10,579
| | | 17,886
| | | 2,923
| | | 23,849
| | | 3,897
| | | 23,849
| | | 3,897
| | |
| | |
| | Accounts payable | | | 3,636
| | | 8,097
| | | 1,323
| | | 10,678
| | | 1,745
| | | 10,678
| | | 1,745
| | |
| | |
| | Total liabilities | | | 4,645
| | | 11,483
| | | 1,876
| | | 14,551
| | | 2,378
| | | 14,551
| | | 2,378
| | |
| | |
| | Total mezzanine equity | | | 3,150
| | | 4,738
| | | 774
| | | 6,899
| | | 1,127
| | | —
| | | —
| | |
| | |
| | Total shareholders' equity | | | 2,784
| | | 1,665
| | | 273
| | | 2,399
| | | 392
| | | 9,298
| | | 1,519
| | |
| | |
| | Number of outstanding permanent equity securities | | | 1,439,470,960
| | | 1,597,137,250
| | |
| | | 1,706,447,887
| | |
| | | 1,964,764,192
| | |
| | |
| | |
| |
(1)The pro forma columns in the balance sheet data table above reflect (i) the redesignation of 369,564,379 ordinary shares held by Max Smart Limited and 106,850,910 ordinary shares held by Fortune Rising Holdings Limited into 476,415,289 Class B ordinary shares on a one-for-one basis upon the completion of this offering, and (ii) the redesignation of all of the remaining ordinary shares and the automatic conversion and redesignation of all of our
preferred shares that are issued and outstanding into Class A ordinary shares on a one-for-one basis upon the completion of this offering.
(2)The pro forma as adjusted columns in the balance sheet data table above reflect (i) the redesignation of 369,564,379 ordinary shares held by Max Smart Limited and 106,850,910 ordinary shares held by Fortune Rising Holdings Limited into 476,415,289 Class B ordinary shares on a one-for-one basis upon the completion of this offering, and (ii) the redesignation of all of the remaining ordinary shares and the automatic conversion and redesignation of all of our preferred shares that are issued and outstanding into Class A ordinary shares on a one-for-one basis upon the completion of this offering, and (iii) the sale of Class A ordinary shares in the form of ADSs by us in this offering at an assumed initial public offering price of US$ per ADS, the midpoint of the price range shown on the front cover page of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.
(3)Assuming the number of ADSs offered by us as set forth on the cover page of this prospectus remains the same and assuming no exercise by the underwriters of their over-allotment option, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, a US$1.00 increase (decrease) in the assumed initial public offering price of US$ per ADS, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) each of cash and cash equivalents, total assets and total shareholders' equity by US$ million.
| |
| | |
| | |
| | |
| | |
| | |
| | For the Year Ended
December 31,
| | For the Nine
Months Ended
September 30,
| |
| | 2011
| | 2012
| | 2012
| | 2013
| | 2013
| |
| | RMB
| | RMB
| | US$
| | RMB
| | US$
| |
| | (in millions)
| | Summary Consolidated Cash Flow Data: | | |
| | |
| | |
| | |
| | |
| | Net cash (used in)/provided by operating activities | | | (86
| ) | | 1,404
| | | 229
| | | 2,115
| | | 346
| | Net cash used in investing activities | | | (624
| ) | | (3,369
| ) | | (550
| ) | | (2,287
| ) | | (374
| ) | Net cash provided by financing activities | | | 6,237
| | | 2,854
| | | 466
| | | 1,855
| | | 303
| | | | |
| |
| |
| |
| |
| | | | | |
| | |
| | |
| | |
| | |
| | Effect of exchange rate changes on cash and cash equivalents | | | (108
| ) | | (1
| ) | | (0
| ) | | (48
| ) | | (8
| ) | | | |
| |
| |
| |
| |
| | | | | |
| | |
| | |
| | |
| | |
| | Net increase in cash and cash equivalents | | | 5,419
| | | 888
| | | 145
| | | 1,635
| | | 267
| | Cash and cash equivalents at beginning of year | | | 870
| | | 6,289
| | | 1,028
| | | 7,177
| | | 1,173
| | | | |
| |
| |
| |
| |
| | | | | |
| | |
| | |
| | |
| | |
| | Cash and cash equivalents at end of year | | | 6,289
| | | 7,177
| | | 1,173
| | | 8,812
| | | 1,440
| | | | |
| |
| |
| |
| |
| | | | | |
| | |
| | |
| | |
| | |
| | | | | |
| | |
| | |
| | |
| | |
| | | | |
| |
| |
| |
| |
| |
The following table presents our summary operating data for the periods indicated:
| |
| | |
| | |
| | |
| | For the Year Ended
December 31,
| | For the Nine
Months Ended
September 30,
| |
| | 2011
| | 2012
| | 2013
| | Summary Operating Data: | | |
| | |
| | |
| | Active customer accounts(1) (in millions) | | | 12.5
| | | 29.3
| | | 35.8
| | Orders fulfilled(2) (in millions) | | | 65.9
| | | 193.8
| | | 211.7
| | GMV(3) (in RMB billions) | | | 32.7
| | | 73.3
| | | 86.4
| | Net GMV(4) (in RMB billions) | | | 26.9
| | | 60.0
| | | 71.7
| |
Notes: (1)Active customer account for a specified period is defined as a customer account that made at least one purchase during the specified period.
(2)Orders fulfilled are defined as the total number of orders delivered, including the orders for products and services sold in our online direct sales business and on our online marketplace, net of orders returned.
(3)GMV is defined as the total value of all orders placed on our website and mobile applications, including orders for products and services sold in our online direct sales business and on our online marketplace, regardless of whether the transaction is ultimately consummated or the goods are returned.
(4)Net GMV is defined as the total value of all orders shipped for products and services sold in our online direct sales business and all orders delivered for products and services sold on our online marketplace, net of returns during the specified period.
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