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CORRESP
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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 26, 2024

VIA EDGAR

 Mr. Donald Field

Ms. Jenna Hough

 Mr. Joel Parker

Mr. Scott Stringer

 Division of Corporation Finance

Office of Trade & Services

 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, 2023

Filed on April 18, 2024 (File No. 001-36450)

Dear Mr. Field, Ms. Hough, Mr. Parker and Mr. Stringer,

This letter sets forth the Company’s responses to the comments contained in the letter dated September 12, 2024 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, 2023 filed with the Commission on
April 18, 2024 (the “2023 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 2023 Form 20-F.

 Form 20-F for the Fiscal Year Ended December 31, 2023

Item 3. Key Information

 Cash and Asset
Flows through Our Organization, page 12

1.
 We note your revised disclosure here and elsewhere in this annual report that “the funds in our PRC
subsidiaries or the consolidated variable interest entities in the Chinese mainland may not be available to fund operations or for other use outside of the Chinese mainland if our holding company, our subsidiaries, or the consolidated variable
interest entities do not comply with applicable laws or regulations on such currency conversion.” Please amend your disclosure here and elsewhere in this annual report, as applicable, to state more directly that, to the extent cash or assets in
the business is in the PRC or Hong Kong or a PRC or Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and
limitations on the ability of you, your subsidiaries, or the consolidated VIEs by the PRC government to transfer cash or assets.

 Division of Corporation Finance

Securities and Exchange Commission

 September 26, 2024

 Page
 2

 In response to the Staff’s comment, the Company respectfully proposes to revise the
referenced disclosure as follows (page reference is made to the 2023 Form 20-F to illustrate the approximate location of the disclosure) in its future Form 20-F filings (with deletions shown as strike-through and additions underlined), subject to
updates and adjustments to be made in connection with any material development of the subject matter being disclosed.

 Page 5 (Summary
of Risk Factors Section):

 Risks Related to Doing Business in China

•

 The funds in our PRC subsidiaries or the consolidated variable interest entities in the Chinese mainland may not
be available to fund operations or for other use outside of the Chinese mainland due to interventions in or the imposition of restrictions and limitations on the ability of if our holding company, our subsidiaries, or the
consolidated variable interest entities by the PRC government do not comply with applicable laws or regulations on cash transfers. Although currently there are not equivalent or similar requirements
restrictions or limitations in Hong Kong on cash transfers in, or out of, our Hong Kong entities, if certain requirements restrictions or limitations in the Chinese mainland were to become applicable to cash transfers in
and out of Hong Kong entities in the future, the funds in our Hong Kong entities, likewise, may not be available to fund operations or for other use outside of Hong Kong. See “Item 3.D. Key Information—Risk Factors—Risks Related to
Doing Business in China—We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments
to us could have a material and adverse effect on our ability to conduct our business” on page 63 and “Item 3.D. Key Information—Risk Factors—Risks Related to Doing Business in China—Governmental
regulation control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment” on page 71 for details.

Page 12 (Item 3. Key Information):

Cash and Asset Flows through Our Organization

Under PRC laws and regulations, . . ., Furthermore, cash transfers from our PRC subsidiaries and the consolidated variable
interest entities to entities outside of the Chinese mainland are subject to PRC governmental regulations control on currency conversion. As a result, the funds in our PRC subsidiaries or the consolidated variable interest
entities in the Chinese mainland may not be available to fund operations or for other use outside of the Chinese mainland due to interventions in or the imposition of restrictions and limitations on the ability of if our
holding company, our subsidiaries, or the consolidated variable interest entities by the PRC government do not comply with applicable laws or regulations on such currency conversion. As of the date of this annual report,
there are not equivalent or similar requirements restrictions or limitations in Hong Kong on cash transfers in, or out of, our Hong Kong entities. However, if certain requirements restrictions or
limitations were to become applicable to cash transfers in and out of Hong Kong entities in the future, the funds in our Hong Kong entities may not be available to fund operations or for other use outside of Hong Kong. For risks relating to the
fund flows of our operations in China, see “Item 3.D. Key Information—Risk Factors—Risks Related to Doing Business in China—We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash
and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.” and “Item 3.D. Key
Information—Risk Factors—Risks Related to Doing Business in China—Governmental regulation control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your
investment.”

 Division of Corporation Finance

Securities and Exchange Commission

 September 26, 2024

 Page
 3

 Page 63 (Risks Related to Our Corporate Structure):

We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing
requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.

. . .

Any limitation on the ability of our PRC subsidiaries to pay dividends or make other distributions to us could materially and
adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business. The funds in our PRC subsidiaries or the consolidated variable interest
entities in the Chinese mainland may not be available to fund operations or for other use outside of the Chinese mainland due to interventions in or the imposition of restrictions and limitations on the ability of if our
holding company, our subsidiaries, or the consolidated variable interest entities by the PRC government do not comply with applicable laws and regulations on cash transfers. Although currently there are not equivalent or
similar requirements restrictions or limitations in Hong Kong on cash transfers in, or out of, our Hong Kong entities, if certain requirements restrictions or limitations in the Chinese mainland were
to become applicable to cash transfers in and out of Hong Kong entities in the future, the funds in our Hong Kong entities, likewise, may not be available to fund operations or for other use outside of Hong Kong. See also “—Risks Related
to Doing Business in China—If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders or ADS holders.”

 Division of Corporation Finance

Securities and Exchange Commission

 September 26, 2024

 Page
 4

 Page 71 (Risks Related to Doing Business in China):

Governmental regulation control of currency conversion may limit our ability to utilize our revenues effectively
and affect the value of your investment.

 The PRC government imposes regulations controls
on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency out of the Chinese mainland. We receive substantially all of our revenues in RMB. Under our current corporate structure, our company in
the Cayman Islands may rely on dividend payments from our PRC subsidiaries to fund any cash and financing requirements we may have. Under existing PRC foreign exchange regulations, payments of current account items, such as profit distributions and
trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. Therefore, our wholly foreign-owned subsidiaries in the Chinese mainland
are able to pay dividends in foreign currencies to us without prior approval from SAFE, subject to the condition that the remittance of such dividends outside of the PRC complies with certain procedures under PRC foreign exchange regulation, such as
the overseas investment registrations by our shareholders or the ultimate shareholders of our corporate shareholders who are PRC residents. But approval from or registration with appropriate government authorities or delegated banks is required
where RMB is to be converted into foreign currency and remitted out of the Chinese mainland to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in
the future to foreign currencies for current account transactions. Although currently there are not equivalent or similar requirements restrictions or limitations in Hong Kong on cash transfers in, or out of, our Hong
Kong entities (including currency conversion), if certain requirements restrictions or limitations in the Chinese mainland were to become applicable to cash transfers in and out of Hong Kong entities (including currency
conversion) in the future, the funds in our Hong Kong entities, likewise, may not be available to meet our currency demand. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign
currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of our ADSs. As a result, the funds in our PRC subsidiaries or the consolidated variable interest entities in the Chinese mainland may
not be available to fund operations or for other use outside of the Chinese mainland due to these requirements interventions in, or the imposition of restrictions and limitations on, the ability of our holding company, our
subsidiaries, or the consolidated variable interest entities by the PRC government on currency conversion.

 E. Critical Accounting Estimates

 Income Taxes, page 12

2.
 We note that you have a RMB17,057 million tax valuation allowance and also have had significant income
before taxes in 2022 and 2023. Please revise to provide qualitative and quantitative information necessary to understand the tax valuation estimation uncertainty, including the specific positive and negative evidence considered, and the impact the
critical accounting estimate has had or is reasonably likely to have on financial condition or results of operations. Refer to Item 5.E of Form 20-F.

 Division of Corporation Finance

Securities and Exchange Commission

 September 26, 2024

 Page
 5

 In response to the Staff’s comment, the Company respectfully proposes to
revise the referenced disclosure as follows (page references are made to the 2023 Form 20-F to illustrate the approximate location of the disclosure) in its future Form 20-F filings (with deletions shown as strike-through and additions underlined),
subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed.

 Page
155:

 Income Taxes

We are mainly subject to income tax in the Chinese mainland, but are also subject to taxation on profit arising in or
derived from the tax jurisdiction where our subsidiaries are domiciled and operate in countries or regions other than the Chinese mainland. We evaluate the potential realization of deferred tax assets on an entity-by-entity basis. Current income
taxes are provided on the basis of net income for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the tax jurisdictions. We
follow the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the temporary differences between the financial statements carrying amounts and tax bases of existing assets
and liabilities by applying enacted statutory tax rates that will be in effect in the period in which the temporary differences are expected to reverse. We record a valuation allowance to reduce the amount of deferred tax assets if
based on the weight of available evidence, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. The Company considered all the available positive and negative evidence at each legal entity level
to determine whether a valuation allowance for deferred tax assets is needed. The valuation allowance of RMB17 billion and RMB    billion as of December 31, 2023 and 2024, respectively, is based on management’s estimates
of future taxable income and application of relevant tax income laws. Our valuation allowance mainly arises from loss-making entities under the logistics business and certain new businesses that have suffered cumulative losses in recent years, and
for which we continue to project losses in future periods due to the expected future earning volatility. Based on that, management believes that it is not more likely than not that the related deferred tax assets for those entities will be released
as the related net operating loss carry forwards will not be utilized to offset taxable income in the foreseeable future. We released approximately RMB    billion of our valuation allowance in 2024 and will continue to monitor the
need for a valuation allowance against our deferred tax assets in the future. The effect on deferred taxes of a change in tax rate is recognized in our consolidated statements of operations and comprehensive income/(loss) in the period of
change. Deferred tax assets and liabilities are classified as non-current in the consolidated balance sheets.

 We
recognize in our consolidated financial statements the benefit of a tax position if the tax position is “more likely than not” to prevail based on the facts and technical merits of the position. Tax positions that meet the “more
likely than not” recognition threshold are measured at the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon settlement. We estimate our liability for unrecognized tax benefits which are periodically
assessed and may be affected by changing interpretations of laws, rulings by tax authorities, changes and/or developments w