JD.com, Inc. — Regulatory Filings 2023

Jun 21, 2023

6-K 1 d498824d6k.htm FORM 6-K Form 6-K

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 June 2023

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 ☐

EXPLANATORY NOTE

On June 21, 2023, JD.com, Inc. (the “Company”) announced that the following proposed resolution submitted for shareholder approval has been duly adopted at its annual general meeting of shareholders held in Beijing on June 21, 2023 (the “AGM”):

1. as a special resolution, THAT the Company’s Second Amended and Restated Memorandum of Association and Articles of Association (the “Current M&AA”) be amended and restated by their deletion in their entirety and by the substitution in their place of the Third Amended and Restated Memorandum of Association and Articles of Association in the form as attached hereto as Exhibit 3.1 to this current report on Form 6-K (the “Amended M&AA”) for the purposes of, among others, (i) bringing the Current M&AA in line with applicable amendments made to Appendix 3 to Hong Kong Listing Rules; and (ii) making other consequential and housekeeping changes in conjunction with the proposed adoption of the Amended M&AA.

The Company hereby submits this current report on Form 6-K to furnish, among others, (i) the voting results of the AGM as set forth in Exhibit 99.1 hereto and (ii) the Third Amended and Restated Memorandum of Association and Articles of Association of the Company as set forth in Exhibit 3.1 hereto. For more details, please refer to exhibits to this current report on Form 6-K.

Exhibit Index

3.1	Third Amended and Restated Memorandum of Association and Articles of Association of JD.com, Inc.
99.1	Voting Results of 2023 Annual General Meeting of JD.com, Inc.
99.2	Press Release— JD.com Announces Results of Annual General Meeting

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.

JD.COM, INC.

By:	/s/ Su Shan
Name:	Su Shan
Title:	Chief Financial Officer

Date: June 21, 2023