% Notes due 20 $ % Notes due 20 Underwriting AgreementUnderwriting Agreement • April 22nd, 2016 • JD.com, Inc. • Retail-retail stores, nec • New York
JD.com, Inc., an exempted company limited by shares under the laws of the Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of $ principal amount of its % Notes due 20 (the “20 Notes” ) and $ principal amount of its % Notes due 20 (the “20 Notes”, and together with the 20 Notes, the “Securities”). The Securities will be issued pursuant to an Indenture dated as of , 2016 (the “Original Indenture”), as amended by the First Supplemental Indenture dated as of , 2016 (the “First Supplemental Indenture”, together with the Original Indenture, as further amended or supplemented, the “Indenture”) between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).
