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CORRESP

 JD.com, Inc.

20th Floor, Building A, No. 18 Kechuang 11 Street

Yizhuang Economic and Technological Development Zone

Daxing District, Beijing 101111

People’s Republic of China

 September 14, 2023

VIA EDGAR

 Ms. Jennifer Gowetski

Mr. Tyler Howes

 Division of Corporation Finance

Disclosure Review Program

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 JD.com, Inc. (the “Company”)

Form 20-F for the Fiscal Year Ended December 31, 2022

Filed on April 20, 2023 (File
No. 001-36450)

Dear Ms. Gowetski and Mr. Howes,

 This letter
sets forth the Company’s responses to the comments contained in the letter dated August 31, 2023 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the
Company’s annual report on Form 20-F for the fiscal year ended December 31, 2022 filed with the Commission on April 20, 2023 (the “2022 Form
20-F”). The Staff’s comments are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used but not defined in this letter shall have the meaning
ascribed to such terms in the 2022 Form 20-F.

 Form 20-F for the
Fiscal Year Ended December 31, 2022

 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 176

1.
 We note your statement that you reviewed your register of members and public filings made by your
shareholders in connection with your required submission under paragraph (a). Please supplementally describe any additional materials that were reviewed and tell us whether you relied upon any legal opinions or third party certifications such as
affidavits as the basis for your submission. In your response, please provide a similarly detailed discussion of the materials reviewed and legal opinions or third party certifications relied upon in connection with the required disclosures under
paragraphs (b)(2) and (3).

 Division of Corporation Finance

Disclosure Review Program

 Securities and Exchange Commission

 September 14, 2023

  Page
 2

 Paragraphs (a) and (b)(3) of Item 16I

In connection with the required submission under Item 16I(a) and the required disclosure of Item 16I(b)(3), the Company respectfully submits
that it relied on the Company’s register of members and the Schedules 13D, Schedules 13G and the amendments thereto (together, the “Beneficial Ownership Reports”) filed by the Company’s major shareholders. The Company
believes such reliance is reasonable and sufficient, because the major shareholders are legally obligated to report their beneficial ownership on Schedule 13D and Schedule 13G with the Commission.

Based on an examination of the Company’s register of members and the Beneficial Ownership Reports, other than Mr. Richard Qiangdong
Liu and Walmart Inc., no shareholder beneficially owned 5% or more of the Company’s total issued and outstanding ordinary shares as of February 28, 2023. Based on such examinaiton:

•

 Mr. Richard Qiangdong Liu is the chairman of the board of directors of the Company and beneficially owned
32,174,550 Class A ordinary shares and 368,007,423 Class B ordinary shares of the Company as of February 28, 2023 directly and indirectly through Max Smart Limited, representing 12.7% of the total issued and outstanding ordinary
shares and 73.9% of the total voting power of the Company as of February 28, 2023. Max Smart Limited is a British Virgin Islands company wholly owned by Mr. Richard Qiangdong Liu through a trust; Max Smart Limited’s sole director is
Mr. Liu and is not owned or controlled by a governmental entity in the Chinese mainland; and

•

 Walmart Inc. (by itself and through Newheight Holdings Ltd., or Newheight, and Qomolangma Holdings Ltd., or
Qomolangma) beneficially owned 289,053,746 Class A ordinary shares of the Company as of February 28, 2023, representing 9.2% of the total issued and outstanding ordinary shares and 2.8% of the total voting power of the Company as of
February 28, 2023. Based on the Beneficial Ownership Reports, Newheight and Qomolangma are companies organized under the laws of the Cayman Islands. Walmart Inc. wholly owns each of Qomolangma and Newheight indirectly through a number of other
wholly-owned subsidiaries. Newheight is a wholly-owned subsidiary of Qomolangma. Walmart Inc. is a Delaware corporation listed on the NYSE and is not reported to be owned or controlled by a governmental entity in the Chinese mainland.

 As disclosed in the 2022 Form 20-F, Mr. Richard Qiangdong Liu (directly and
indirectly through Max Smart Limited) held over a majority of the Company’s aggregate voting power as of February 28, 2023. Based on the foregoing, the Company believes that it is not owned or controlled by a governmental entity in the
Chinese mainland and that the governmental entities in the Chinese mainland do not have a controlling financial interest in the Company.

 Division of Corporation Finance

Disclosure Review Program

 Securities and Exchange Commission

 September 14, 2023

  Page
 3

 In addition, as disclosed in the 2022 Form 20-F, the
Company has consolidated foreign operating entities (including subsidiaries, consolidated variable interest entities ( “VIEs”) and VIEs’ subsidiaries), and the Company (through its wholly-owned subsidiaries) is the ultimate
primary beneficiary of the VIEs. With respect to the VIEs, the Company has the power to direct the activities that most significantly affect the economic performance of the VIEs and the obligation to absorb losses of the VIEs or the right to receive
benefits from the VIEs that could potentially be significant to the VIEs. The ultimate shareholders of the VIEs are natural persons. In addition, the Company’s subsidiaries are either 100% wholly owned by the Company, or owned and controlled by
the Company with a majority of equity interest and voting power. Therefore, the Company’s consolidated foreign operating entities are not owned or controlled by a governmental entity of the Chinese mainland, and the governmental entities in the
Chinese mainland do not have a controlling financial interest in any of the Company’s consolidated foreign operating entities.

Item 16I(b)(2)

 In
connection with the required disclosure under Item 16I(b)(2), the Company respectfully submits that, based on the Company’s register of members as of February 28, 2023, its record shareholders included: (i) Deutsche Bank Trust Company
Americas, (ii) HKSCC Nominees Limited, (iii) Max Smart Limited, (iv) Newheight, (v) Fortune Rising Holdings Limited, and (vi) certain other institutional and individual investors (the “Other Shareholders”). The
Company further submits that its principal consolidated foreign operating entities are organized or incorporated in the Cayman Islands, the British Virgin Islands, Hong Kong SAR and the Chinese mainland (collectively referred to as the
“Relevant Jurisdictions”).

•

 Deutsche Bank Trust Company Americas is the depositary of the Company’s ADSs and acts as the attorney-in-fact for the ADS holders. It would present an undue hardship for the Company to identify and verify the background of each public market ADS holder due to the
large number of such holders.

 HKSCC Nominees Limited is the nominee holder for the Company’s Class A ordinary
shares registered in its Hong Kong share registrar and admitted into the Central Clearing and Settlement System (CCASS) for trading in Hong Kong. Similarly, it would present an undue hardship for the Company to identify and verify the background of
each public market shareholder through HKSCC Nominees Limited due to the large number of such shareholders.

 The Company could only rely
on the Beneficial Ownership Reports filed by the beneficial owners of 5% or more of the Company’s shares who hold shares through Deutsche Bank Trust Company Americas or HKSCC Nominees Limited. Based on such public filings, none of the holders
who own 5% or more of the Company’s shares is reported to be, or owned or controlled by, a governmental entity in any of the Relevant Jurisdictions;

•

 Max Smart Limited is wholly owned by Mr. Richard Qiangdong Liu through a trust, and Max Smart Limited’s
sole director is Mr. Liu. As such, no governmental entities in any of the Relevant Jurisdictions own any share of Max Smart Limited;

 Division of Corporation Finance

Disclosure Review Program

 Securities and Exchange Commission

 September 14, 2023

  Page
 4

•

 With respect to Newheight, based on the public filings on their ownership structure of Newheight, Qomolangma and
Walmart Inc., the Company believes that none of them is owned or controlled by a governmental entity of any of the Relevant Jurisdictions;

•

 Fortune Rising Holdings Limited holds certain Class B ordinary shares of the Company for the purpose of
transferring such shares to the plan participants according to the awards under the Company’s Share Incentive Plan, and administers the awards and acts according to the Company’s instruction. Fortune Rising Holdings Limited is a company
incorporated in the British Virgin Islands. Mr. Richard Qiangdong Liu is the sole shareholder and the sole director of Fortune Rising Holdings Limited. No governmental entities in any of the Relevant Jurisdictions own any share of Fortune
Rising Holdings Limited; and

•

 The Other Shareholders were involved in the Company’s pre-IPO shares
issuances. Based on the examination of publicly available information of the Other Shareholders, such as their websites, and to the extent applicable, the Company’s communication with the Other Shareholders, none of them is known to the Company
to be, or owned or controlled by, a governmental entity in any of the Relevant Jurisdictions.

 Based on the foregoing, to
the Company’s knowledge, the Company believes that no governmental entities in any of the Relevant Jurisdictions own any share of the Company.

In addition, the Company respectfully submits that the jurisdictions in which the Company’s principal consolidated foreign operating
entities are incorporated include the Cayman Islands, the British Virgin Islands, Hong Kong SAR and the Chinese mainland. Except for (i) the VIEs and their subsidiaries, (ii) JD Logistics, Inc., the Company’s consolidated subsidiary
that is listed on the Main Board of the Stock Exchange of Hong Kong Limited (SEHK: 2618) and its subsidiaries; (iii) JD Health International Inc., the Company’s consolidated subsidiary that is listed on the Main Board of the Stock Exchange
of Hong Kong Limited (SEHK: 6618) and its subsidiaries, (iv) Dada Nexus Limited, the Company’s consolidated subsidiary that is listed on Nasdaq (Nasdaq: DADA) and its subsidiaries, and (v) certain other subsidiaries, including
JINGDONG Property, Inc., in which the Company holds a majority of equity interest, the Company holds 100% equity interests in all other principal consolidated foreign operating subsidiaries.

•

 The Company (through its wholly-owned subsidiaries) is the ultimate primary beneficiary of the VIEs, and the
ultimate shareholders of the VIEs are natural persons. Therefore, no governmental entities in any of the Relevant Jurisdictions own any share of the VIEs or their subsidiaries;

 Division of Corporation Finance

Disclosure Review Program

 Securities and Exchange Commission

 September 14, 2023

  Page
 5

•

 With respect to JD Logistics, Inc., a company incorporated in the Cayman Islands, the Company holds a majority of
its equity interest. Similar to JD.com, Inc., as its ordinary shares are listed on the Stock Exchange of Hong Kong Limited, JD Logistics, Inc.’s record holders also include HKSCC Nominees Limited, the nominee holder for its ordinary shares
registered in its share registrar and admitted into the CCASS for trading in Hong Kong, and a large number of public market shareholders. Similarly, it would present an undue hardship for the Company to identify and verify the background of each
public market shareholder with beneficial ownership of 5% or less due to the large number of such shareholders. The Company could only rely on public filings, including the form of disclosure of interests filed with the Stock Exchange of Hong Kong
Limited by beneficial owners of 5% or more of JD Logistics, Inc.’s shares for their shareholding information. Based on an examination of such public filings, other than (i) the Company and (ii) TCT (BVI) Limited and The Core Trust
Company Limited, no shareholder beneficially owned 5% or more of JD Logistics, Inc.’s total outstanding ordinary shares as of February 28, 2023. Additionally, neither TCT (BVI) Limited nor The Core Trust Company Limited is owned or
controlled by a governmental entity in the Chinese mainland or other Relevant Jurisdictions based on the review of the public filings of these entities. Based on the foregoing, the Company believes that JD Logistics, Inc. is not owned or controlled
by governmental entities in the Chinese mainland or other Relevant Jurisdictions, and is not aware of any shareholding by governmental entities in the Chinese mainland or other Relevant Jurisdictions;

•

 With respect to JD Health International Inc., a company incorporated in the Cayman Islands, the Company holds a
majority of its equity interest. Similar to JD.com, Inc. and JD Logistics, Inc., as its ordinary shares are listed on the Stock Exchange of Hong Kong Limited, JD Health International Inc.’s record holders also include HKSCC Nominees Limited,
the nominee holder for its ordinary shares registered in its share registrar and admitted into the CCASS for trading in Hong Kong, and a large number of public market shareholders. Similarly, it would present an undue hardship for the Company to
identify and verify the background of each public market shareholder with beneficial ownership of 5% or less due to the large number of such shareholders. The Company could only rely on public filings, including the form of disclosure of interests
filed with the Stock Exchange of Hong Kong Limited by beneficial owners of 5% or more of JD Health International Inc.’s shares for their shareholding information. Based on an examination of such public filings, other than the Company, no
shareholder beneficially owned 5% or more of JD Health International Inc.’s total outstanding ordinary shares as of February 28, 2023. Based on the foregoing, the Company believes that JD Health International Inc. is not owned or
controlled by governmental entities in the Chinese mainland or other Relevant Jurisdictions, and is not aware of any shareholding by governmental entities in the Chinese mainland or other Relevant Jurisdictions;

 Division of Corporation Finance

Disclosure Review Program

 Securities and Exchange Commission

 September 14, 2023

  Page
 6

•

 With respect to Dada Nexus Limited, a company incorporated in the Cayman Islands, the Company holds a majority of
its equity interest. Based on an examination of the Beneficial Ownership Reports with respect to Dada Nexus Limited, as well as Dada Nexus Limited’s annual report on Form 20-F for the year ended
December 31, 2022, other than the Company, Walmart Inc. and Azure Holdings S.a.r.l. which is wholly owned by Walmart Inc., no shareholder beneficially owned 5% or more of Dada Nexus Limited’s total issued and outstanding ordinary shares as
of March 31, 2023. Additionally, neither Walmart Inc. nor Azure Holdings S.a.r.l. is reported to be owned or controlled by a governmental entity in the Chinese mainland or the Cayman Islands based on the review of the public filings of these
entities. Based on the foregoing and the supplemental submission pursuant to Item 16I(a) of Form 20-F made by Dada Nexus Limited in its current report on Form 6-K
furnished with the Commission on April 25, 2023, the Company believes that Dada Nexus Limited is not owned or controlled by governmental entities in the Chinese mainland or other Relevant Jurisdictions and that the governmental