JD.com, Inc. — M&A Activity 2024

Dec 6, 2024

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 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.

This announcement shall not constitute an offer to sell or a solicitation of an offer to purchase any securities, nor shall there be a sale of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

JD.com, Inc.

京東集團股份有限公司

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

(Stock Codes: 9618 (HKD counter) and 89618 (RMB counter))

INSIDE INFORMATION

JD LOGISTICS ACQUIRES THE REMAINING

36.43% EQUITY INTEREST IN KUAYUE-EXPRESS

This announcement is issued by JD.com, Inc. (the "Company") pursuant to Rule 13.09 and Rule 13.10B of The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and under Part XIVA of the Securities and Futures Ordinance (Cap. 571).

On December 6, 2024, JD Logistics, Inc. (together with its subsidiaries and consolidated affiliated entities, "JD Logistics") (HKEx: 2618), a consolidated subsidiary of the Company, entered into an equity transfer agreement to purchase the remaining equity interest of approximately $36.43\%$ in Kuayue-Express Group Co., LTD. ("Kuayue-Express"), in which JD Logistics already had approximately $63.57\%$ equity interest, at a purchase price of up to RMB6,484 million (the "Proposed Transaction"), subject to adjustments as set out in the equity transfer agreement. After the completion of the Proposed Transaction, JD Logistics will hold $100\%$ equity interest in Kuayue-Express. The Proposed Transaction will be completed in a series of steps and is subject to customary closing conditions.

By Order of the Board of Directors

JD.com, Inc.

Mr. Richard Qiangdong Liu

Chairman of the Board of Directors

Beijing, China, December 6, 2024

As at the date of this announcement, our board of directors comprises Mr. Richard Qiangdong LIU as the chairman, Ms. Sandy Ran XU as the executive director, Ms. Caroline SCHEUFELE, Ms. Carol Yun Yau LI, Ms. Grace Kun DING, Ms. Jennifer Ngar-Wing YU, Mr. Ming HUANG, Mr. Louis T. HSIEH, and Mr. Dingbo XU as the independent directors.