Document_and_Entity_Informatio
Document and Entity Information | 12 Months Ended |
Dec. 31, 2014 | |
Entity Registrant Name | JD.com, Inc. |
Entity Central Index Key | 1549802 |
Document Type | 20-F |
Document Period End Date | 31-Dec-14 |
Amendment Flag | FALSE |
Current Fiscal Year End Date | -19 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Non-accelerated Filer |
Document Fiscal Year Focus | 2014 |
Document Fiscal Period Focus | FY |
Common Class A | |
Entity Common Stock, Shares Outstanding | 2,237,460,751 |
Common Class B | |
Entity Common Stock, Shares Outstanding | 556,295,899 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | USD ($) | CNY | CNY |
Current assets | |||
Cash and cash equivalents | $2,726,147 | 16,914,651 | 10,812,339 |
Restricted cash | 489,683 | 3,038,286 | 1,887,387 |
Short-term investments | 1,960,101 | 12,161,643 | 1,903,224 |
Accounts receivable, net | 392,653 | 2,436,256 | 502,089 |
Advance to suppliers | 149,893 | 930,026 | 769,765 |
Inventories, net | 1,964,807 | 12,190,843 | 6,386,155 |
Loan receivables, net | 19,879 | 123,344 | |
Prepayments and other current assets | 279,526 | 1,734,334 | 219,102 |
Amount due from related parties | 66,453 | 412,314 | |
Total current assets | 8,049,142 | 49,941,697 | 22,480,061 |
Non-current assets | |||
Investment in equity investees | 94,601 | 586,959 | 36,502 |
Investment securities | 69,967 | 434,118 | |
Property, equipment and software, net | 388,170 | 2,408,438 | 1,024,428 |
Construction in progress | 310,882 | 1,928,899 | 1,237,644 |
Intangible assets, net | 1,108,524 | 6,877,947 | 215,802 |
Land use rights, net | 172,010 | 1,067,253 | 598,853 |
Goodwill | 422,665 | 2,622,470 | 14,649 |
Other non-current assets | 100,795 | 625,391 | 401,873 |
Total non-current assets | 2,667,614 | 16,551,475 | 3,529,751 |
Total assets | 10,716,756 | 66,493,172 | 26,009,812 |
Current liabilities (including amounts of the consolidated VIEs and VIEs' subsidiaries without recourse to the primary beneficiaries of RMB952,566 and RMB2,383,405 as of December 31, 2013 and 2014 respectively. Note 1) | |||
Short-term bank loans | 304,737 | 1,890,771 | 932,826 |
Accounts payable | 2,637,345 | 16,363,671 | 11,018,865 |
Advance from customers | 752,129 | 4,666,660 | 2,055,625 |
Deferred revenues | 25,317 | 157,080 | 208,527 |
Taxes payable | 38,062 | 236,160 | 278,256 |
Amount due to related parties | 52,400 | 325,119 | |
Accrued expenses and other current liabilities | 856,113 | 5,311,832 | 2,269,798 |
Deferred tax liabilities | 7,061 | 43,812 | 6,087 |
Total current liabilities | 4,673,164 | 28,995,105 | 16,769,984 |
Total liabilities | 4,673,164 | 28,995,105 | 16,769,984 |
Commitments and contingencies (Note 28) | |||
SHAREHOLDERS' EQUITY: | |||
Ordinary shares (US$0.00002 par value, 2,435,536,365 shares authorized, 1,502,933,134 shares issued and 1,463,654,092 shares outstanding as of December 31, 2013; and 100,000,000,000 shares authorized, 2,237,460,751 Class A ordinary shares issued and 2,208,310,595 outstanding, 556,295,899 Class B ordinary shares issued and 523,407,762 Class B ordinary shares outstanding as of December 31, 2014) | 58 | 358 | 199 |
Additional paid-in capital | 7,596,166 | 47,131,172 | 6,251,869 |
Statutory reserves | 2,419 | 15,009 | 2,648 |
Treasury stock | -1 | -4 | |
Accumulated deficit | -1,494,430 | -9,272,343 | -4,263,624 |
Accumulated other comprehensive loss | -60,620 | -376,125 | -268,618 |
Total shareholders' equity | 6,043,592 | 37,498,067 | 2,066,565 |
Total liabilities, mezzanine equity and shareholders' equity | $10,716,756 | 66,493,172 | 26,009,812 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical)(Consolidated VIEs and VIEs' subsidiaries without recourse to the primary beneficiaries CNY) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Current liabilities, consolidated VIEs and VIEs' subsidiaries without recourse to the primary beneficiaries | 2,383,405 | 952,566 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | 12 Months Ended | |||||||||||||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
USD ($) | CNY | CNY | CNY | Fulfillment | Fulfillment | Fulfillment | Fulfillment | Marketing | Marketing | Marketing | Marketing | Technology and content | Technology and content | Technology and content | Technology and content | General and administrative | General and administrative | General and administrative | General and administrative | |
USD ($) | CNY | CNY | CNY | USD ($) | CNY | CNY | CNY | USD ($) | CNY | CNY | CNY | USD ($) | CNY | CNY | CNY | |||||
Net revenues | ||||||||||||||||||||
Online direct sales | $17,494,965 | 108,549,258 | 67,017,977 | 40,334,551 | ||||||||||||||||
Services and others | 1,040,044 | 6,453,059 | 2,321,835 | 1,045,970 | ||||||||||||||||
Total net revenues | 18,535,009 | 115,002,317 | 69,339,812 | 41,380,521 | ||||||||||||||||
Operating expenses | ||||||||||||||||||||
Cost of revenues | -16,380,015 | -101,631,443 | -62,495,538 | -37,898,387 | ||||||||||||||||
Fulfillment | -1,300,172 | -8,067,048 | -4,108,939 | -3,061,024 | ||||||||||||||||
Marketing | -646,340 | -4,010,280 | -1,590,171 | -1,096,765 | ||||||||||||||||
Technology and content | -295,896 | -1,835,919 | -963,653 | -636,346 | ||||||||||||||||
General and administrative | -847,768 | -5,260,064 | -760,338 | -639,097 | ||||||||||||||||
Total operating expenses | -19,470,191 | -120,804,754 | -69,918,639 | -43,331,619 | ||||||||||||||||
Loss from operations | -935,182 | -5,802,437 | -578,827 | -1,951,098 | ||||||||||||||||
Other income/(expense) | ||||||||||||||||||||
Interest income | 102,769 | 637,641 | 343,770 | 175,751 | ||||||||||||||||
Interest expense | -4,646 | -28,825 | -8,437 | -8,324 | ||||||||||||||||
Others, net | 34,907 | 216,587 | 193,555 | 60,325 | ||||||||||||||||
Loss before tax | -802,152 | -4,977,034 | -49,939 | -1,723,346 | ||||||||||||||||
Income tax (expenses) /benefits | -3,114 | -19,324 | 40 | -6,127 | ||||||||||||||||
Net loss | -805,266 | -4,996,358 | -49,899 | -1,729,473 | ||||||||||||||||
Preferred shares redemption value accretion | -1,282,539 | -7,957,640 | -2,435,366 | -1,587,454 | ||||||||||||||||
Net loss attributable to holders of permanent equity securities | -2,087,805 | -12,953,998 | -2,485,265 | -3,316,927 | ||||||||||||||||
Net loss | -805,266 | -4,996,358 | -49,899 | -1,729,473 | ||||||||||||||||
Other comprehensive loss: | ||||||||||||||||||||
Foreign currency translation adjustments | -19,600 | -121,612 | -137,921 | -7,546 | ||||||||||||||||
Net change in unrealized gains on available-for-sale securities: | ||||||||||||||||||||
Unrealized gains, nil of tax | 11,489 | 71,286 | 96,501 | |||||||||||||||||
Reclassification adjustment for gains included in interest income, nil of tax | -9,216 | -57,181 | -73,277 | |||||||||||||||||
Net unrealized gains on available-for-sale securities | 2,273 | 14,105 | 23,224 | |||||||||||||||||
Total other comprehensive loss | -17,327 | -107,507 | -114,697 | -7,546 | ||||||||||||||||
Comprehensive loss | -822,593 | -5,103,865 | -164,596 | -1,737,019 | ||||||||||||||||
Net loss per share of permanent equity securities | ||||||||||||||||||||
Basic | ($0.86) | -5.35 | -1.47 | -2.18 | ||||||||||||||||
Diluted | ($0.86) | -5.35 | -1.47 | -2.18 | ||||||||||||||||
Weighted average number of permanent equity securities | ||||||||||||||||||||
Basic | 2,419,668,247 | 2,419,668,247 | 1,694,495,048 | 1,523,639,783 | ||||||||||||||||
Diluted | 2,419,668,247 | 2,419,668,247 | 1,694,495,048 | 1,523,639,783 | ||||||||||||||||
Share-based compensation expenses | ($20,730) | -128,623 | -81,013 | -77,393 | ($3,799) | -23,570 | -8,741 | -8,979 | ($12,808) | -79,469 | -33,269 | -25,176 | ($647,566) | -4,017,886 | -138,150 | -113,491 |
CONSOLIDATED_STATEMENTS_OF_OPE1
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical) (CNY) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | |||
Unrealized gains, tax | 0 | 0 | 0 |
Reclassification adjustment for gains included in "interest income", tax | 0 | 0 | 0 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
USD ($) | CNY | CNY | CNY | |
Cash flows from operating activities: | ||||
Net loss | ($805,266) | -4,996,358 | -49,899 | -1,729,473 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
Depreciation and amortization | 266,018 | 1,650,533 | 293,141 | 185,730 |
Share-based compensation | 684,903 | 4,249,548 | 261,173 | 225,039 |
Allowance for doubtful accounts | 11,980 | 74,332 | -107 | -2,406 |
Loss from disposal of property, equipment and software | 4,197 | 26,043 | 22,726 | 10,982 |
Non-cash marketing services contributed by certain shareholder | 24,682 | |||
Deferred income tax | -672 | -4,169 | -40 | 6,127 |
Investment losses/ (income) | -103 | -638 | 309 | |
Foreign exchange (gains)/losses | 4,671 | 28,980 | -92,761 | -13,762 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | -323,129 | -2,004,884 | -22,844 | -226,931 |
Restricted cash | -111,127 | -689,499 | 577,743 | -628,358 |
Inventories | -935,546 | -5,804,688 | -1,632,326 | -1,989,996 |
Loan receivables | -20,297 | -125,935 | ||
Advance to suppliers | -25,820 | -160,203 | -660,000 | 58,651 |
Prepayments and other current assets | -195,129 | -1,210,697 | -59,684 | -30,292 |
Amount due from related parties | -66,453 | -412,314 | 1,500 | |
Other non-current assets | -10,716 | -66,485 | -78,644 | -101,350 |
Accounts payable | 790,195 | 4,902,844 | 2,687,361 | 4,155,911 |
Advance from customers | 420,823 | 2,611,035 | 1,158,745 | 604,053 |
Deferred revenues | -10,593 | -65,725 | 103,258 | 44,252 |
Taxes payable | -6,868 | -42,615 | 112,951 | 76,220 |
Accrued expenses and other current liabilities | 481,658 | 2,988,499 | 928,920 | 754,298 |
Amount due to related parties | 10,865 | 67,412 | -4,885 | 3,457 |
Net cash provided by operating activities | 163,591 | 1,015,016 | 3,569,819 | 1,403,652 |
Cash flows from investing activities: | ||||
Purchase of short-term investments | -3,079,071 | -19,104,408 | -9,966,200 | -2,590,000 |
Maturity of short-term investments | 1,265,772 | 7,853,607 | 9,166,200 | 510,000 |
Changes of deposits for capital verification | 87,838 | 545,000 | -545,000 | |
Purchases of investment securities | -67,874 | -421,133 | ||
Prepayments and investments in equity investees | -70,042 | -434,585 | -35,133 | -2,000 |
Cash received from disposal of investment in equity investees | 1,162 | |||
Purchase of property, equipment and software | -229,593 | -1,424,534 | -439,881 | -597,312 |
Cash paid for construction in progress | -167,056 | -1,036,513 | -737,411 | -136,122 |
Purchase of intangible assets | -2,891 | -17,935 | -10,237 | -45,300 |
Purchase of land use rights | -68,189 | -423,084 | -104,552 | -369,001 |
Cash (paid for)/received from business combination, net of cash acquired (Note 7) | 203,129 | 1,260,337 | -139,719 | |
Net cash used in investing activities | -2,127,977 | -13,203,248 | -2,671,052 | -3,369,454 |
Cash flows from financing activities: | ||||
Proceeds from issuance of ordinary shares, net | 2,812,051 | 17,447,653 | 2,720,076 | 1,571,431 |
Proceeds from exercise of Warrants-C | 410,164 | |||
Proceeds from short-term bank loans | 304,737 | 1,890,771 | 940,216 | 872,036 |
Repayment of short-term bank loans | -152,531 | -946,396 | -865,108 | |
Net cash provided by financing activities | 2,964,257 | 18,392,028 | 2,795,184 | 2,853,631 |
Effect of exchange rate changes on cash and cash equivalents | -16,357 | -101,484 | -58,906 | 688 |
Net increase in cash and cash equivalents | 983,514 | 6,102,312 | 3,635,045 | 888,517 |
Cash and cash equivalents at beginning of year | 1,742,633 | 10,812,339 | 7,177,294 | 6,288,777 |
Cash and cash equivalents at end of year | 2,726,147 | 16,914,651 | 10,812,339 | 7,177,294 |
Supplemental disclosures of non-cash financing activities: | ||||
Conversion of preferred shares to ordinary shares | 2,494,116 | 15,474,994 | 38,176 | |
Issuance of ordinary shares in connection with Tencent Transactions, net | 1,876,722 | 11,644,310 | ||
Certain time deposits pledged for short-term bank loan | $322,341 | 2,000,000 |
CONSOLIDATED_STATEMENTS_OF_CHA
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY | Ordinary shares | Ordinary shares | Ordinary shares | Ordinary shares | Treasury stock | Preferred Shares | Preferred Shares | Additional paid-in capital | Additional paid-in capital | Additional paid-in capital | Additional paid-in capital | Statutory reserves | Accumulated other comprehensive loss | Accumulated other comprehensive loss | Warrants-C | Accumulated Deficit | Series A and A-1 convertible preferred shares | Series A convertible redeemable preferred shares | Series A-1 convertible preferred shares | Series B convertible preferred shares | Series C Preferred Shares | Total | Total |
In Thousands, except Share data, unless otherwise specified | Series A and A-1 convertible preferred shares | Series B convertible preferred shares | Series C Preferred Shares | CNY | CNY | Series A and A-1 convertible preferred shares | Series B convertible preferred shares | Series A and A-1 convertible preferred shares | Series B convertible preferred shares | Series C Preferred Shares | CNY | CNY | Series B convertible preferred shares | CNY | CNY | CNY | CNY | USD ($) | CNY | ||||
CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | |||||||||||||||
Balance at Dec. 31, 2011 | 163 | -11,712 | 255,850 | 126,417 | 5,025,325 | -146,375 | 15,327 | -2,481,604 | 2,783,391 | ||||||||||||||
Balance (in shares) at Dec. 31, 2011 | 1,211,469,630 | -48,679,075 | 191,894,000 | 84,786,405 | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||||||
Issuance of ordinary shares | 8 | 1,571,423 | 1,571,431 | ||||||||||||||||||||
Issuance of ordinary shares (in shares) | 63,117,901 | ||||||||||||||||||||||
Exercise of Warrants-C | 11 | 424,589 | 891 | -15,327 | 410,164 | ||||||||||||||||||
Exercise of Warrants-C (in shares) | 83,952,800 | ||||||||||||||||||||||
Preferred shares redemption value accretion | -1,587,454 | -1,587,454 | |||||||||||||||||||||
Share-based compensation | 3,931 | 221,108 | 225,039 | ||||||||||||||||||||
Share-based compensation (in shares) | 10,595,589 | ||||||||||||||||||||||
Net loss | -1,729,473 | -1,729,473 | |||||||||||||||||||||
Foreign currency translation adjustment | -8,437 | -8,437 | |||||||||||||||||||||
Statutory reserves | 1,838 | -1,838 | |||||||||||||||||||||
Balance at Dec. 31, 2012 | 182 | -7,781 | 255,850 | 126,417 | 5,654,991 | 1,838 | -153,921 | 0 | -4,212,915 | 1,664,661 | |||||||||||||
Balance (in shares) at Dec. 31, 2012 | 1,358,540,331 | -38,083,486 | 191,894,000 | 84,786,405 | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||||||
Issuance of ordinary shares | 14 | 2,720,062 | 2,720,076 | ||||||||||||||||||||
Issuance of ordinary shares (in shares) | 119,145,642 | -9,960,005 | |||||||||||||||||||||
Preferred shares redemption value accretion | -2,435,366 | -2,435,366 | |||||||||||||||||||||
Conversion of preferred shares to ordinary shares | 3 | -38,176 | 34,108 | 4,065 | |||||||||||||||||||
Conversion of preferred shares to ordinary shares (in shares) | 25,247,161 | -25,247,161 | -25,247,161 | ||||||||||||||||||||
Share-based compensation | 7,781 | 253,392 | 261,173 | ||||||||||||||||||||
Share-based compensation (in shares) | 8,764,449 | ||||||||||||||||||||||
Net loss | -49,899 | -49,899 | |||||||||||||||||||||
Foreign currency translation adjustment | -141,986 | -141,986 | |||||||||||||||||||||
Fair value changes of available for sale securities | 23,224 | 23,224 | |||||||||||||||||||||
Non-cash marketing services contributed by certain shareholder | 24,682 | 24,682 | |||||||||||||||||||||
Statutory reserves | 810 | -810 | |||||||||||||||||||||
Balance at Dec. 31, 2013 | 199 | 255,850 | 88,241 | 6,251,869 | 2,648 | -268,618 | -4,263,624 | 2,066,565 | |||||||||||||||
Balance (in shares) at Dec. 31, 2013 | 1,502,933,134 | -39,279,042 | 191,894,000 | 59,539,244 | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||||||||
Issuance of ordinary shares | 80 | 29,091,883 | 29,091,963 | ||||||||||||||||||||
Issuance of ordinary shares (in shares) | 657,292,997 | ||||||||||||||||||||||
Common Stock, Capital Value Reserved for Future Exercise of Share-based Awards | 4 | -4 | |||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Exercise of Share-based Awards ( in shares) | 30,000,000 | -30,000,000 | |||||||||||||||||||||
Preferred shares redemption value accretion | -7,957,640 | -7,957,640 | |||||||||||||||||||||
Conversion of preferred shares to ordinary shares | 24 | 7 | 32 | -255,850 | -88,241 | 255,826 | 88,234 | 15,130,871 | 15,130,903 | ||||||||||||||
Conversion of preferred shares to ordinary shares (in shares) | 191,894,000 | 59,539,244 | 258,316,305 | -191,894,000 | -59,539,244 | -191,894,000 | -59,539,244 | -258,316,305 | |||||||||||||||
Exercise of share options | 20,593 | 20,593 | |||||||||||||||||||||
Exercise of share options (in shares) | 849,844 | ||||||||||||||||||||||
Share-based compensation | 12 | 4,249,536 | 4,249,548 | ||||||||||||||||||||
Share-based compensation (in shares) | 93,780,970 | 6,390,905 | |||||||||||||||||||||
Net loss | -4,996,358 | -805,266 | -4,996,358 | ||||||||||||||||||||
Foreign currency translation adjustment | -121,612 | -121,612 | |||||||||||||||||||||
Fair value changes of available for sale securities | 14,105 | 2,273 | 14,105 | ||||||||||||||||||||
Statutory reserves | 12,361 | -12,361 | |||||||||||||||||||||
Balance at Dec. 31, 2014 | 358 | -4 | 47,131,172 | 15,009 | -376,125 | -9,272,343 | $6,043,592 | 37,498,067 | |||||||||||||||
Balance (in shares) at Dec. 31, 2014 | 2,793,756,650 | -62,038,293 | 0 | 0 |
Principal_activities_and_organ
Principal activities and organization | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Principal activities and organization | ||||||||
Principal activities and organization | ||||||||
1. Principal activities and organization | ||||||||
JD.com, Inc. (the “Company”, formerly known as 360buy Jingdong Inc. and Starwave Investments Holdings Limited), through its wholly-owned subsidiaries, variable interest entities (“VIEs”) and VIEs’ subsidiaries (collectively, the “Group”) serves consumers through its retail website jd.com and focuses on selection, price and convenience. The Group also offers programs that enable third party sellers to sell their products on its website and to fulfill the orders either by the sellers or through the Group (known as “online marketplace”). The Group’s principal operations and geographic markets are in the People’s Republic of China (“PRC”). The accompanying consolidated financial statements include the financial statements of the Company, its subsidiaries, VIEs and VIEs’ subsidiaries. | ||||||||
As of December 31, 2014, the Company’s major subsidiaries, VIEs and VIEs’ subsidiaries are as follows: | ||||||||
Subsidiaries | Equity | Place and Date of incorporation or date of | ||||||
interest held | acquisition | |||||||
Beijing Jingdong Century Trade Co., Ltd. (“Jingdong Century”) | 100 | % | Beijing, China, April 2007 | |||||
Guangzhou Jingdong Trading Co., Ltd. | 100 | % | Guangzhou, China, July 2007 | |||||
Shanghai Yuanmai Trading Co., Ltd. | 100 | % | Shanghai, China, August 2007 | |||||
Jiangsu Jingdong Information Technology Co., Ltd. | 100 | % | Jiangsu, China, June 2009 | |||||
Chengdu Jingdong Century Trading Co., Ltd. | 100 | % | Chengdu, China, December 2009 | |||||
Beijing Jingdong Century Information Technology Co., Ltd. | 100 | % | Beijing, China, September 2010 | |||||
Wuhan Jingdong Century Trading Co., Ltd. | 100 | % | Wuhan, China, February 2011 | |||||
Shanghai Shengdayuan Information Technology Co., Ltd. (“Shanghai Shengdayuan”) | 100 | % | Shanghai, China, April 2011 | |||||
Jingdong E-Commerce (Express) Hong Kong Co., Ltd. | 100 | % | Hong Kong, China, August 2011 | |||||
Jingdong Technology Group Corporation | 100 | % | Cayman Islands, November 2011 | |||||
Shenyang Jingdong Century Trading Co., Ltd. | 100 | % | Shenyang, China, January 2012 | |||||
Jingdong Logistics Group Corporation | 100 | % | Cayman Islands, January 2012 | |||||
Jingdong E-Commerce (Logistics) Hong Kong Co., Ltd. | 100 | % | Hong Kong, China, February 2012 | |||||
Jingdong E-Commerce (Trade) Hong Kong Co., Ltd. | 100 | % | Hong Kong, China, February 2012 | |||||
Beijing Jingdong Shangke Information Technology Co., Ltd (“Beijing Shangke”). | 100 | % | Beijing, China, March 2012 | |||||
Tianjin Star East Co., Ltd. | 100 | % | Tianjin, China, April 2012 | |||||
Beijing Jingbangda Trade Co., Ltd. | 100 | % | Beijing, China, August 2012 | |||||
VIEs | Economic | Place and Date of incorporation or date of | ||||||
interest held | acquisition | |||||||
Beijing Jingdong 360 Degree E-commerce Co., Ltd. (“Jingdong 360”) | 100 | % | Beijing, China, April 2007 | |||||
Fortune Rising Holdings Ltd. (“Fortune Rising”) | 100 | % | British Virgin Islands, May 2008 | |||||
Jiangsu Yuanzhou E-commerce Co., Ltd. (“Jiangsu Yuanzhou”) | 100 | % | Jiangsu, China, September 2010 | |||||
VIEs’ Subsidiaries | ||||||||
Chinabank Payment Business Services Co., Ltd. (“Chinabank Payment”) | 100 | % | Beijing, China, Acquired in October 2012 | |||||
Chinabank Payment Technology Co., Ltd. (“Chinabank Payment Technology”) | 100 | % | Beijing, China, Acquired in October 2012 | |||||
Organization | ||||||||
The Company was incorporated in the British Virgin Islands (“BVI”) in November 2006 and was re-domiciled in the Cayman Islands in January 2014 as an exempted company registered under the laws of the Cayman Islands, and was renamed as JD.com, Inc. | ||||||||
In April 2007, the Company established Jingdong Century as wholly foreign-owned enterprise in the PRC. In April 2007 and September 2010, Jingdong 360 and Jiangsu Yuanzhou were incorporated in the PRC, respectively. The paid-in capital of these entities were funded by the Company, and they were established to facilitate the Group’s operation and business expansion plans and to comply with the PRC laws and regulations which prohibit or restrict foreign ownership of the companies where the PRC operating licenses are required. By entering into a series of agreements, Jingdong 360 and Jiangsu Yuanzhou became VIEs of Jingdong Century. Consequently, Jingdong Century became the primary beneficiary of Jingdong 360 and Jiangsu Yuanzhou. | ||||||||
In May 2008, Fortune Rising, a BVI incorporated company and a consolidated variable interest entity of the Group, was established by the Group to facilitate the adoption of the Company’s stock incentive plans. | ||||||||
Variable interest entities | ||||||||
In order to comply with the PRC laws and regulations which prohibit or restrict foreign control of companies involved in provision of internet content and other restricted businesses, the Group operates its website and other restricted businesses in the PRC through certain PRC domestic companies, whose equity interests are held by certain management members of the Company (“Nominee Shareholders”). The Company obtained control over these PRC domestic companies by entering into a series of contractual arrangements with these PRC domestic companies and their respective Nominee Shareholders. These contractual agreements include loan agreements, exclusive purchase option agreements, exclusive technology consulting and services agreements, intellectual property rights license agreement, equity pledge agreements, powers of attorney and business cooperation agreements. These contractual agreements can be extended at Jingdong Century’s option prior to the expiration date. As a result, the Company maintains the ability to control these PRC domestic companies, is entitled to substantially all of the economic benefits from these PRC domestic companies and is obligated to absorb expected losses of these PRC domestic companies. Management concluded that these PRC domestic companies are VIEs of the Company, of which the Company is the ultimate primary beneficiary. As such, the Group consolidated the financial results of these PRC domestic companies and their subsidiaries in the Group’s consolidated financial statements. Refer to Note 2(b) to the consolidated financial statements for the principles of consolidation. | ||||||||
The following is a summary of the contractual agreements (collectively, “Contractual Agreements”) that the Company, through Jingdong Century and Shanghai Shengdayuan, entered into with the VIEs and their Nominee Shareholders: | ||||||||
Loan agreements | ||||||||
Pursuant to the relevant loan agreements, Jingdong Century has granted interest-free loans to the relevant Nominee Shareholders of the VIEs with the sole purpose of providing funds necessary for the capital injection to the relevant VIEs. The loans for initial and subsequent capital injections are eliminated with the capital of the relevant VIEs during consolidation. Jingdong Century can require the Nominee Shareholders to settle the loan amount through the equity interests of relevant VIEs, subject to any applicable PRC laws, rules and regulations. The loan agreements are renewable upon expiration. | ||||||||
Exclusive purchase option agreements | ||||||||
The Nominee Shareholders of the VIEs have granted Jingdong Century the exclusive and irrevocable right to purchase from the Nominee Shareholders, to the extent permitted under PRC laws and regulations, part or all of the equity interests in these entities for a purchase price equal to the lowest price permitted by PRC laws and regulations. Jingdong Century may exercise such option at any time. In addition, the VIEs and their Nominee Shareholders agree that without prior written consent of Jingdong Century, they will not transfer or otherwise dispose the equity interests or declare any dividend. | ||||||||
Exclusive technology consulting and services agreements | ||||||||
Jingdong Century and relevant VIEs entered into exclusive technology consulting and services agreements under which relevant VIEs engage Jingdong Century as their exclusive provider of technical platform and technical support, maintenance and other services. The VIEs shall pay to Jingdong Century service fees determined based on the volume and market price of the service provided. Jingdong Century shall exclusively own any intellectual property arising from the performance of the agreements. During the term of the agreement, relevant VIEs may not enter into any agreement with third parties for the provision of identical or similar services without prior consent of Jingdong Century. | ||||||||
Intellectual property rights license agreement | ||||||||
Pursuant to the intellectual property rights license agreement, Jingdong Century grants Jingdong 360 non-exclusive rights to use certain software products, trademarks, website, copyrights, and domain names developed or owned by Jingdong Century within the scope of internet information service operation of Jingdong 360 and in the territory of PRC. Jingdong 360 agrees to pay license fees to Jingdong Century and the amount of the license fee is at least RMB10 per year, subject to annual evaluation and adjustment. | ||||||||
Equity pledge agreements | ||||||||
Pursuant to the relevant equity pledge agreements, the Nominee Shareholders of the VIEs have pledged all of their equity interests in relevant VIEs to Jingdong Century as collateral for all of their payments due to Jingdong Century and to secure their obligations under the above agreements. The Nominee Shareholders may not transfer or assign the equity interests, the rights and obligations in the share pledge agreements or create or permit to create any pledges which may have an adverse effect on the rights or benefits of Jingdong Century without Jingdong Century’ preapproval. Jingdong Century is entitled to transfer or assign in full or in part the equity interests pledged. In the event of default, Jingdong Century as the pledgee, will be entitled to request immediate repayment of the loans or to dispose of the pledged equity interests through transfer or assignment. The equity pledge agreements will expire on the second anniversary of the date when the Nominee Shareholders have completed all their obligations under the above agreements unless otherwise terminated earlier by Jingdong Century. | ||||||||
Power of attorney | ||||||||
Pursuant to the irrevocable power of attorney, each of the Nominee Shareholders appointed any person designated by Jingdong Century as their attorney-in-fact to exercise all shareholder rights under PRC law and the relevant articles of association, including but not limited to, voting on their behalf on all matters requiring shareholder approval, disposing of all or part of the Nominee Shareholders’ equity interests, and electing, appointing or removing directors and the general manager. Each power of attorney will remain in force during the period when the Nominee Shareholders continue to be shareholders of the VIEs. Each Nominee Shareholders has waived all the rights which have been authorized to the person designated by Jingdong Century under each power of attorney. | ||||||||
Business cooperation agreement | ||||||||
Pursuant to the business cooperation agreement, Jingdong 360 agrees to provide to Jingdong Century and Shanghai Shengdayuan services, including operating our website, posting Jingdong Century’s and Shanghai Shengdayuan’s product and service information on the website, transmitting the users’ order and transaction information to Jingdong Century and Shanghai Shengdayuan, processing user data and transactions in collaboration with banks and payment agents and other services reasonably requested by Jingdong Century and Shanghai Shengdayuan. Jingdong Century and Shanghai Shengdayuan agree to pay service fees to Jingdong 360 on a quarterly basis. The service fee should be 105% of Jingdong 360’s operating costs incurred in the previous quarter, but in no event more than RMB20 per quarter. | ||||||||
Risks in relations to the VIE structure | ||||||||
In the opinion of management, Jingdong Century’s Contractual Arrangements with the VIEs and the Nominee Shareholders are in compliance with PRC laws and regulations and are legally binding and enforceable. The Nominee Shareholders are also shareholders or nominees of shareholders of the Company and therefore have no current interest in seeking to act contrary to the contractual arrangements. However, there are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including those that govern the Group’s contractual arrangements, which could limit the Group’s ability to enforce these contractual arrangements and if the Nominee Shareholders of the VIEs were to reduce their interests in the Company, their interest may diverge from that of the Company and that may potentially increase the risk that they would seek to act contrary to the contractual arrangements. The Company’s ability to control the VIEs also depends on the power of attorney Jingdong Century has to vote on all matters requiring shareholder approval in the VIEs. As noted above, the Company believes these power of attorney are legally enforceable but may not be as effective as direct equity ownership. In addition, if the Group’s corporate structure and contractual arrangements with the VIEs through which the Group conducts its business in PRC were found to be in violation of any existing or future PRC laws and regulations, the relevant PRC regulatory authorities could: | ||||||||
revoke or refuse to grant or renew the Group’s business and operating licenses; | ||||||||
restrict or prohibit related party transactions between Jingdong Century and its subsidiaries, the VIEs; | ||||||||
impose fines, confiscate income or other requirements which the Group may find difficult or impossible to comply with; | ||||||||
require the Group to alter the corporate structure operations; and | ||||||||
restrict or prohibit the Group’s ability to finance its operations. | ||||||||
The imposition of any of these government actions could result in a material adverse effect on the Group’s ability to conduct its operations. In such case, the Group may not be able to operate or control the VIEs, which may result in deconsolidation of the VIEs in the Group’s consolidated financial statements. In the opinion of management, the likelihood for the Company to lose such ability is remote based on current facts and circumstances. The Company’s operations depend on the VIEs to honor their contractual agreements with the Company. Almost all of these agreements are governed by PRC law and disputes arising out of these agreements are expected to be decided by arbitration in China. The management believes that each of the contractual agreements constitutes valid and legally binding obligations of each party to such contractual agreements under PRC Laws. However, the interpretation and implementation of the laws and regulations in the PRC and their application to an effect on the legality, binding effect and enforceability of contracts are subject to the discretion of competent PRC authorities, and therefore there is no assurance that relevant PRC authorities will take the same position as the Group herein in respect of the legality, binding effect and enforceability of each of the contractual agreements. Meanwhile, since the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit legal protections available to the Company to enforce the contractual arrangements should the VIEs or the Nominee Shareholders of the VIEs fail to perform their obligations under those arrangements. | ||||||||
The following table sets forth the assets, liabilities, results of operations and changes in cash and cash equivalents of the VIEs and their subsidiaries taken as a whole, which were included in the Company’s consolidated financial statements with intercompany transactions eliminated: | ||||||||
As of December 31, | ||||||||
2013 | 2014 | |||||||
RMB | RMB | |||||||
Total assets | 1,285,176 | 3,784,170 | ||||||
Total liabilities | 1,642,412 | 4,180,518 | ||||||
For the year ended December 31, | ||||||||
2012 | 2013 | 2014 | ||||||
RMB | RMB | RMB | ||||||
Total net revenues | 1,310,602 | 2,023,143 | 3,431,134 | |||||
Net loss | (159,177 | ) | (206,144 | ) | (41,228 | ) | ||
For the year ended December 31, | ||||||||
2012 | 2013 | 2014 | ||||||
RMB | RMB | RMB | ||||||
Net cash provided by /(used in) operating activities | 173,830 | (144,315 | ) | 1,450,744 | ||||
Net cash used in investing activities | (183,542 | ) | (22,659 | ) | (494,633 | ) | ||
Net cash provided by financing activities | 240,490 | 262,270 | 438,891 | |||||
Net increase in cash and cash equivalents | 230,778 | 95,296 | 1,395,002 | |||||
Cash and cash equivalents at beginning of year | 7,304 | 238,082 | 333,378 | |||||
Cash and cash equivalents at end of year | 238,082 | 333,378 | 1,728,380 | |||||
As of December 31, 2013 and 2014, the total assets of the Group’s VIEs and VIEs’ subsidiaries were mainly consisting of cash and cash equivalents, accounts receivable, inventories, prepayments and other current assets and intangible assets. As of December 31, 2013 and 2014, the total liabilities of the VIEs and VIEs’ subsidiaries were mainly consisting of accounts payable and liabilities to the Group’s other subsidiaries. These balances have been reflected in the Group’s consolidated financial statements with intercompany transactions eliminated. | ||||||||
In accordance with the Contractual Agreements, Jingdong Century has the power to direct activities of the Group’s VIEs and VIEs’ subsidiaries, and can have assets transferred out of the Group’s VIEs and VIEs’ subsidiaries. Therefore, Jingdong Century considers that there is no asset in the Group’s VIEs and VIEs’ subsidiaries that can be used only to settle their obligations except for registered capitals of the Group’s VIEs amounting to RMB44,000 as of December 31, 2014. As the Group’s VIEs and VIEs’ subsidiaries are incorporated as limited liability companies under the PRC Company Law, the creditors do not have recourse to the general credit of Jingdong Century for all the liabilities of the Group’s VIEs and VIEs’ subsidiaries. The total shareholders’ deficit of the Group’s VIEs and VIEs’ subsidiaries was RMB357,236 and RMB396,348 as of December 31, 2013 and 2014, respectively. | ||||||||
Currently there is no contractual arrangement that could require Jingdong Century or the Group to provide additional financial support to the Group’s VIEs and VIEs’ subsidiaries. As the Group is conducting certain businesses in the PRC through the VIEs and VIEs’ subsidiaries, the Group may provide additional financial support on a discretionary basis in the future, which could expose the Group to a loss. | ||||||||
There is no VIE where the Company or any subsidiary has a variable interest but is not the primary beneficiary. | ||||||||
Summary_of_significant_account
Summary of significant accounting policies | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Summary of significant accounting policies | ||||
Summary of significant accounting policies | ||||
2. Summary of significant accounting policies | ||||
a.Basis of presentation | ||||
The consolidated financial statements of the Group have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”). Significant accounting policies followed by the Group in the preparation of the accompanying consolidated financial statements are summarized below. | ||||
b.Principles of consolidation | ||||
The consolidated financial statements of the Group have been prepared in accordance with U.S. GAAP. The consolidated financial statements include the financial statements of the Company, its subsidiaries, the VIEs and VIEs’ subsidiaries for which the Company is the ultimate primary beneficiary. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. | ||||
A VIE is an entity in which the Company, or its subsidiary, through contractual arrangements, bears the risks of, and enjoys the rewards normally associated with, ownership of the entity, and therefore the Company or its subsidiary is the primary beneficiary of the entity. | ||||
All transactions and balances among the Company, its subsidiaries, the VIEs and VIEs’ subsidiaries have been eliminated upon consolidation. | ||||
c.Use of estimates | ||||
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent liabilities at the balance sheet date, and the reported revenues and expenses during the reported period in the consolidated financial statements and accompanying notes. Significant accounting estimates are used for, but not limited to, sales returns, vendor and customer incentives, the valuation and recognition of share-based compensation arrangements, realization of deferred tax assets, fair value of assets and liabilities acquired in business combinations, assessment for impairment of long-lived assets, investment in equity investees, investment securities, intangible assets and goodwill, allowance for doubtful accounts, inventory valuation for excess and obsolete inventories, lower of cost and market value of inventories, depreciable lives of property, equipment and software, useful life of intangible assets and redemption value of the redeemable preferred shares. Actual results may differ materially from those estimates. | ||||
d.Foreign currency translation | ||||
The Group’s reporting currency is Renminbi (“RMB”). The functional currency of the Group’s entities incorporated in Cayman Islands, British Virgin Islands (“BVI”) and Hong Kong (“HK”) is the United States dollars (“US$”). The Group’s PRC subsidiaries, VIEs and VIEs’ subsidiaries determined their functional currency to be RMB. The determination of the respective functional currency is based on the criteria of ASC 830, Foreign Currency Matters. | ||||
Transactions denominated in currencies other than functional currency are translated into functional currency at the exchange rates quoted by authoritative banks prevailing at the dates of the transactions. Exchange gains and losses resulting from those foreign currency transactions denominated in a currency other than the functional currency are recorded as a component of Others, net in the Consolidated Statements of Operations and Comprehensive Loss. Total exchange gains were RMB13,762 and RMB92,761 for the years ended December 31, 2012 and 2013, respectively, and total exchange losses were RMB28,980 for the year ended December 31, 2014. | ||||
The financial statements of the Group are translated from the functional currency into RMB. Assets and liabilities denominated in foreign currencies are translated into RMB using the applicable exchange rates at the balance sheet date. Equity accounts other than earnings generated in current period are translated into RMB at the appropriate historical rates. Revenues, expenses, gains and losses are translated into RMB using the periodic average exchange rates. The resulting foreign currency translation adjustments are recorded as a component of accumulated other comprehensive income or loss in the Consolidated Statements of Changes in Shareholders’ Equity. Total foreign currency translation adjustment losses were RMB7,546, RMB137,921 and RMB121,612 for the years ended December 31, 2012, 2013 and 2014, respectively. The grant-date fair value of the Group’s share-based awards is reported in US$ as the respective valuation is conducted on US$ basis. | ||||
e.Convenience translation | ||||
Translations of balances in the Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive Loss and Consolidated Statements of Cash Flows from RMB into US$ as of and for the year ended December 31, 2014 are solely for the convenience of the readers and were calculated at the rate of US$1.00=B6.2046, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on December 31, 2014. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2014, or at any other rate. | ||||
f.Cash and cash equivalents | ||||
Cash and cash equivalents consist of cash on hand, time deposits, as well as highly liquid investments, some of which are subject to certain penalty as to early withdrawal, which have original maturities of three months or less. | ||||
g.Restricted cash | ||||
Cash that is restricted as to withdrawal for use or pledged as security is reported separately on the face of the Consolidated Balance Sheets, and is not included in the total cash and cash equivalents in the Consolidated Statements of Cash Flows. The Group’s restricted cash mainly represents (a) the secured deposits held in designated bank accounts for issuance of bank acceptance and letter of guarantee; (b) time deposits that are pledged for short-term loan; and (c) deposits held in designated bank accounts for capital verification of establishment of new entities. | ||||
h.Short-term investments | ||||
The Group classifies the short-term investment in debt securities as “available-for-sale”. The Group made certain deposits with variable interest rates or principal not-guaranteed with certain financial institutions. These investments were recorded at fair market value with the unrealized gains or losses recorded as a component of accumulated other comprehensive income in the Consolidated Statements of Changes in Shareholders’ Equity. Realized gains are reflected as a component of interest income. | ||||
In addition, short-term investments are also comprised of time deposits placed with banks with original maturities longer than three months but less than one year. | ||||
The Group assesses whether there are any other-than-temporary impairment to its short-term investments due to declines in fair value or other market conditions. Declines in fair values that are considered other-than-temporary are recorded as an impairment loss in the Consolidated Statements of Operations and Comprehensive Loss. No impairment losses were recorded for the years ended December 31, 2012, 2013 and 2014. | ||||
i.Accounts receivable, net | ||||
Accounts receivable, net mainly represents amounts due from customers and online payment channels, are recorded net of allowance for doubtful accounts. The Group considers many factors in assessing the collectability of its accounts receivable, such as, the age of the amounts due, the customer’s payment history, credit-worthiness, financial conditions of the customers and industry trend. An allowance for doubtful accounts is recorded in the period in which a loss is determined to be probable. The Group also makes specific allowance if there is strong evidence indicating that the accounts receivable is likely to be unrecoverable. Accounts receivable balances are written off after all collection efforts have been exhausted. | ||||
j.Inventories, net | ||||
Inventories, consisting of products available for sale, are stated at the lower of cost or market value. Cost of inventory is determined using the weighted average cost method. Adjustments are recorded to write down the cost of inventory to the estimated market value due to slow-moving merchandise and damaged goods, which is dependent upon factors such as historical and forecasted consumer demand, and promotional environment. The Group takes ownership, risks and rewards of the products purchased, but has arrangements to return unsold goods with certain vendors. Write downs are recorded in cost of revenues in the Consolidated Statements of Operations and Comprehensive Loss. | ||||
The Group also provides fulfillment-related services in connection with the Group’s online marketplace. Third-party sellers maintain ownership of their inventories and therefore these products are not included in the Group’s inventories. | ||||
k.Investment in equity investees | ||||
Investment in equity investees represent the Company’s investments in privately held companies. The Company applies the equity method of accounting to account for an equity investment, in common stock or in-substance common stock, according to ASC 323 ‘‘Investment—Equity Method and Joint Ventures’’, over which it has significant influence but does not own a majority equity interest or otherwise control. | ||||
An investment in in-substance common stock is an investment in an entity that has risk and reward characteristics that are substantially similar to that entity’s common stock. The Company considers subordination, risks and rewards of ownership and obligation to transfer value when determining whether an investment in an entity is substantially similar to an investment in that entity’s common stock. | ||||
For other equity investments that are not considered as debt securities or equity securities that have readily determinable fair values and over which the Company has neither significant influence nor control through investments in common stock or in-substance common stock, the cost method of accounting is used. | ||||
The Company continually reviews its investment in equity investees to determine whether a decline in fair value to below the carrying value is other than temporary. The primary factors the Company considers in its determination are the length of time that the fair value of the investment is below the Company’s carrying value; the financial condition, operating performance and the prospects of the equity investee; and other company specific information such as recent financing rounds. If the decline in fair value is deemed to be other than temporary, the carrying value of the equity investee is written down to fair value. No impairment charges were recorded for the years ended December 31, 2012, 2013 and 2014, respectively. | ||||
l.Loan receivables, net | ||||
Loan receivables consist primarily of micro loans services to small and medium size enterprises that are merchants on the Group’s online marketplace. Such amounts are recorded at the principal amount less allowance for doubtful accounts relating to micro loans, and include accrued interest receivable as of the balance sheet date. Allowance for doubtful accounts relating to micro loans represents the Group’s best estimate of the losses inherent in the outstanding portfolio of loans. The loan periods extended by the Group to the merchants generally range from 7 days to 182 days. Judgment is required to determine the allowance amounts and whether such amounts are adequate to cover potential bad debts, and periodic reviews are performed to ensure such amounts continue to reflect the best estimate of the losses inherent in the outstanding portfolio of loans. As of December 31, 2014, allowance for doubtful accounts relating to micro loans was insignificant. | ||||
m.Investment securities | ||||
The Company invests in marketable equity securities to meet business objectives. These marketable securities are reported at fair value, classified and accounted for as available-for-sale securities in investment securities. The treatment of a decline in the fair value of an individual security is based on whether the decline is other-than-temporary. The Company assesses its available-for-sale securities for other-than-temporary impairment by considering factors including, but not limited to, its ability and intent to hold the individual security, severity of the impairment, expected duration of the impairment and forecasted recovery of fair value. Investments classified as available-for-sale securities are reported at fair value with unrealized gains or losses, if any, recorded in accumulated other comprehensive income in shareholders’ equity. If the Company determines a decline in fair value is other-than-temporary, the cost basis of the individual security is written down to fair value as a new cost basis and the amount of the write-down is accounted for as a realized loss charged in the Consolidated Statement of Operations and Comprehensive loss. The fair value of the investment would not be adjusted for subsequent recoveries in fair value. | ||||
n.Property, equipment and software, net | ||||
Property, equipment and software are stated at cost less accumulated depreciation and impairment. Property, equipment and software are depreciated at rates sufficient to write off their costs less impairment and residual value, if any, over the estimated useful lives on a straight-line basis. The estimated useful lives are as follows: | ||||
Category | Estimated Useful lives | |||
Electronic equipment | 3 years | |||
Office equipment | 5 years | |||
Vehicles | 5 years | |||
Logistic and warehouse equipment | 5 years | |||
Leasehold improvement | Over the shorter of the expected life of leasehold improvements or the lease term | |||
Software | 3-5 years | |||
Building | 40 years | |||
Repairs and maintenance costs are charged to expenses as incurred, whereas the cost of renewals and betterment that extends the useful lives of property, equipment and software are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the costs, accumulated depreciation and impairment with any resulting gain or loss recognized in the Consolidated Statements of Operations and Comprehensive Loss. | ||||
o.Construction in progress | ||||
Direct costs that are related to the construction of property, equipment and software and incurred in connection with bringing the assets to their intended use are capitalized as construction in progress. Construction in progress is transferred to specific property, equipment and software items and the depreciation of these assets commences when the assets are ready for their intended use. As of December 31, 2013 and 2014, the balance of construction in progress were RMB1,237,644 and RMB1,928,899, which was primarily related to the construction of office buildings and warehouses. | ||||
p.Intangible assets, net | ||||
Domain name and copyrights | ||||
Domain name and copyrights purchased from third parties are initially recorded at cost and amortized on a straight-line basis over the estimated economic useful lives of approximately ten years and two to five years, respectively. | ||||
Intangible assets arising from business combination | ||||
The Group performs valuation of the intangible assets arising from business combination to determine the relative fair value to be assigned to each asset acquired. The acquired intangible assets are recognized and measured at fair value and are expensed or amortized using the straight-line approach over the estimated economic useful life of the assets. | ||||
q.Land use rights, net | ||||
Land use rights are recorded at cost less accumulated amortization. Amortization is provided on a straight-line basis over the estimated useful lives which are generally 50 years and represent the shorter of the estimated usage periods or the terms of the agreements. | ||||
r.Goodwill | ||||
Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired in a business combination. | ||||
Goodwill is not depreciated or amortized but is tested for impairment on an annual basis as of December 31, and in between annual tests when an event occurs or circumstances change that could indicate that the asset might be impaired. In accordance with the FASB guidance on “Testing of Goodwill for Impairment,” a company first has the option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the company decides, as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is mandatory. Otherwise, no further testing is required. The quantitative impairment test consists of a comparison of the fair value of each reporting unit with its carrying amount, including goodwill. If the carrying amount of each reporting unit exceeds its fair value, an impairment loss equal to the difference between the implied fair value of the reporting unit’s goodwill and the carrying amount of goodwill will be recorded. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. The judgment in estimating the fair value of reporting units includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit. | ||||
No impairment loss was recognized for any of the periods presented. | ||||
s.Impairment of long-lived assets | ||||
Long-lived assets are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be fully recoverable or that the useful life is shorter than the Group had originally estimated. When these events occur, the Group evaluates the impairment for the long-lived assets by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Group recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. No impairment charge was recognized for any of the periods presented. | ||||
t.Fair value | ||||
Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. | ||||
Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value: | ||||
Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | ||||
Level 2 — Include other inputs that are directly or indirectly observable in the marketplace. | ||||
Level 3 — Unobservable inputs which are supported by little or no market activity. | ||||
Accounting guidance also describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset. | ||||
u.Revenue | ||||
The Group engages primarily in the sale of electronics and home appliance products and general merchandise products (including audio, video products and books) sourced from manufacturers, distributors and publishers in China on the internet through its website jd.com. The Group also offers an online marketplace that enables third-party sellers to sell their products to customers on jd.com. Customers place their orders for products online through the website jd.com. Payment for the purchased products is generally made either before delivery or upon delivery. | ||||
Consistent with the criteria of ASC 605, Revenue Recognition, the Group recognizes revenues when the following four revenue recognition criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the selling price is fixed or determinable, and (iv) collectability is reasonably assured. | ||||
In accordance with ASC 605, Revenue Recognition, the Group evaluates whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. When the Group is primarily obligated in a transaction, is subject to inventory risk, has latitude in establishing prices and selecting suppliers, or has several but not all of these indicators, revenues should be recorded on a gross basis. When the Group is not the primary obligor, doesn’t bear the inventory risk and doesn’t have the ability to establish the price, revenues are recorded on a net basis. | ||||
Revenue arrangements with multiple deliverables are divided into separate units of accounting and arrangement consideration is allocated using estimated selling prices if the Group does not have vendor-specific objective evidence or third-party evidence of the selling prices of the deliverables. | ||||
The Group recognizes revenue net of discounts and return allowances when the products are delivered and title passes to customers. Return allowances, which reduce net revenues, are estimated based on historical experiences. | ||||
The Group also sells prepaid cards which can be redeemed to purchase products sold by the Group. The cash collected from the sales of prepaid cards is initially recorded in advance from customers in the Consolidated Balance Sheets and subsequently recognized as revenues for the sales of the respective product when the prepaid cards are redeemed. | ||||
Revenue is recorded net of value-added taxes, business taxes and related surcharges. | ||||
Online Direct Sales | ||||
The Group primarily sells electronics and home appliance products and general merchandise products through online direct sales. The Group recognizes the revenues from the online direct sales on a gross basis as the Group is primarily obligated in these transactions, is subject to inventory risk, has latitude in establishing prices and selecting suppliers, or has met several but not all of these indicators. Revenues from the sales of electronics and home appliance products were RMB34,011,756, RMB56,814,078 and RMB90,890,026, and revenues from the sales of general merchandise products were RMB6,322,795, RMB10,203,899 and RMB17,659,232, for the years ended December 31, 2012, 2013 and 2014, respectively. | ||||
Services and Others | ||||
The revenues of services and others primarily consist of fees charged to third-party sellers for participating in the Group’s online marketplace, where the Group generally is not the primary obligor, does not bear the inventory risk, does not have the ability to establish the price and control the related shipping services when utilized by the online marketplace merchants. Upon successful sales at jd.com, the Group will charge the third-party sellers a negotiated amount or a fixed rate commission fee based on the sales amount. Commission fee revenues are recognized on a net basis at the point of delivery of products, net of return allowance. | ||||
The Group also provides online marketing services to merchants and suppliers on its various website channels and third party marketing affiliate’s websites, including but not limited to advertising placements such as banners, links, logos and buttons, and pay for performance marketing services on which merchants and suppliers are charged based on click on their products or service listings. The Group recognizes revenues from advertising placements ratably over the period during which the advertising services were provided, and recognizes revenues from pay for performance marketing services based on effective clicks. Advertising arrangements involving multiple deliverables are allocated into single-element arrangements based on their relative selling price in the absence of both vendor specific objective evidence and third party evidence, and the related revenue is recognized over the period during which the element is provided. Significant assumptions and estimates have been made in estimating the relative selling price of each single-element, and changes in judgments on these assumptions and estimates could materially impact the timing of advertising revenue recognition. The Group did not enter into material advertising-for-advertising barter transactions, or any other types of barter transactions. | ||||
The Group earns transaction fees from processing transactions for online payment customers. Revenues resulting from these transactions are recognized when transactions are completed. Transaction fee is charged based on certain criteria (such as account type and volume of payments received per month) for funds they receive. | ||||
The Group offers comprehensive customer services, primarily include 7*24 hours customer service to respond to customer post-sales requests, return and exchange service to facilitate customer’s return, exchange and repair of defective goods. These services are free of charge. The Group also provides return/exchange logistic service to the customers, of which the revenues recognized was not material for the periods presented. | ||||
v.Customer incentives and loyalty programs | ||||
The Group provides two types of discounted coupons, referred to as D Coupons and J Coupons, for free to its customers to incentivize purchase. | ||||
· | D Coupons are given to a customer upon their current purchase or can be given for free to promote future purchases. This coupon requires the customer to make future purchase of a minimum value in order to enjoy the value provided by the coupon. The right to purchase discounted products in the future is not considered an element of an arrangement within the scope of the multiple-element arrangements guidance in ASC 605, as the right does not represent a significant and incremental discount to the customer. The Group assesses the significance of the discount by considering its percentage of the total future minimum purchase value, historical usage pattern by the customers and relative outstanding volume and monetary value of D Coupons compared to the other discounts offered by the Group. D Coupons are accounted for as a reduction of revenue on the future purchase. | |||
· | J Coupons are given to a customer that has made a qualified purchase and is to be used on a future purchase, with no limitation as to the minimum value of the future purchase. Accordingly, the Group has determined that J Coupons awarded during a purchase activity are considered an element of an arrangement within the scope of ASC 605-25, as the J Coupons represent a significant and incremental discount to the customer. Therefore, the delivered products and the J Coupons awarded are treated as separate unit of accounting. The selling price of the J Coupons awarded is generally determined by management’s best estimate of the selling price in the absence of both vendor specific objective evidence and third party evidence. The amount allocated to the J Coupons is deferred and recognized when the J Coupons are redeemed or at the coupon’s expiration, whichever occurs first. J Coupons have an expiration of one year after issuance. For the years ended December 31, 2012, 2013 and 2014, the amount of expired J Coupons was not material. | |||
Registered customers may also earn loyalty points or J Beans, which was launched in October 2013, based on certain activities performed on the Group’s website such as purchasing merchandise or reviewing their buying experiences. Customers may redeem the loyalty points for J Coupons or J Beans to be used for future purchase of selected items without minimum purchase requirements. The Group considers loyalty points and J Beans awarded from sales of products and reviewing buying experiences to be part of its revenue generating activities, and such arrangements are considered to have multiple elements. Therefore, the sales consideration is allocated to the products and loyalty points or J Beans based on the relative selling price of the products and loyalty points or J Beans awarded. Consideration allocated to the loyalty points or J Beans is initially recorded as deferred revenues, and recognized as revenues when the J Coupons for which the loyalty points are redeemed are used, or when J Beans are used or expired. In October 2014, the Group terminated its loyalty points program and transferred all of the loyalty points to J Beans for the customer. J Beans will expire at the subsequent year end after issuance. For the year ended December 31, 2014, the amount of expired J Beans was not material. | ||||
w.Cost of revenues | ||||
Cost of revenues consists of purchase price of products, inbound shipping charges, write-downs of inventory and traffic acquisition costs related to online marketing services. Shipping charges to receive products from the suppliers are included in the inventories, and recognized as cost of revenues upon sale of the products to the customers. Payment processing and related transaction costs, including those associated with the sales transactions as well as packaging material costs, are classified in fulfillment in the Consolidated Statements of Operations and Comprehensive Loss. | ||||
x.Rebates and subsidies | ||||
The Group periodically receives consideration from certain vendors, representing rebates for products sold and subsidies for the sales of the vendors’ products over a period of time. The rebates are not sufficiently separable from the Group’s purchase of the vendors’ products and they do not represent a reimbursement of costs incurred by the Group to sell vendors’ products. The Group accounts for the rebates received from its vendors as a reduction to the price it pays for the products purchased and therefore the Group records such amounts as a reduction of cost of revenues when recognized in the Consolidated Statements of Operations and Comprehensive Loss. Rebates are earned based on reaching minimum purchase thresholds for a specified period. When volume rebates can be reasonably estimated based on the Group’s past experiences and current forecasts, a portion of the rebate is recognized as the Group makes progress towards the purchase threshold. Subsidies are calculated based on the volume of products sold through the Group and are recorded as a reduction of cost of revenues when the sales have been completed and the amount is determinable. | ||||
y.Fulfillment | ||||
Fulfillment costs represent packaging material costs and those costs incurred in outbound shipping, operating and staffing the Group’s fulfillment and customer service centers, including costs attributable to buying, receiving, inspecting and warehousing inventories; picking, packaging and preparing customer orders for shipment; processing payment and related transaction costs and responding to inquiries from customers. Fulfillment costs also contain third party transaction fees, such as credit card processing and debit card processing fees. Shipping cost amounted to RMB1,615,912, RMB2,068,781 and RMB4,077,586 for the years ended December 31, 2012, 2013 and 2014, respectively. | ||||
z.Marketing | ||||
Marketing expenses consist primarily of advertising costs and related expenses for personnel engaged in marketing and business development activities. | ||||
Advertising costs, which consist primarily of online advertising, offline television, movie and outdoor advertising, are expensed as incurred, and totaled RMB1,015,991, RMB1,491,467 and RMB2,780,642 for the years ended December 31, 2012, 2013 and 2014, respectively. | ||||
aa.Technology and content | ||||
Technology and content expenses consist primarily of technology infrastructure expenses and payroll and related expenses for employees involved in platform development, category expansion, editorial content, buying and merchandising selection systems support, as well as costs associated with the compute, storage and telecommunications infrastructure for internal use that supports the Group’s web services. Technology and content expenses are expensed as incurred. Software development costs are recorded in “Technology and content” as incurred as the costs qualifying for capitalization have been insignificant. | ||||
bb.General and administrative | ||||
General and administrative expenses consist of payroll and related expenses for employees involved in general corporate functions, including accounting, finance, tax, legal and human relations; costs associated with use by these functions of facilities and equipment, such as depreciation expenses, rental and other general corporate related expenses. | ||||
cc.Share-based compensation | ||||
The Company grants non-vested ordinary shares, restricted share units (“RSUs”) and share options to eligible employees, non-employee consultants and the Founder of the Company and accounts for these share-based awards in accordance with ASC 718 Compensation — Stock Compensation and ASC 505-50 Equity-Based Payments to Non-Employees. | ||||
Employees’ share-based awards are measured at the grant date fair value of the awards and recognized as expenses a) immediately at grant date if no vesting conditions are required; or b) using graded vesting method, net of estimated forfeitures, over the requisite service period, which is the vesting period. | ||||
All transactions in which goods or services are received in exchange for equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. | ||||
Non-employees’ share-based awards are measured at fair value at the earlier of the commitment date or the date the services are completed. Awards granted to non-employees are re-measured at each reporting date using the fair value as at each period end until the measurement date, generally when the services are completed and awards are vested. Changes in fair value between the reporting dates are recognized by graded vesting method. | ||||
Founder share-based awards are measured at the grant date fair value of the awards and recognized as expenses based on the probable outcome of the performance conditions. | ||||
If a share-based award is modified after the grant date, the Company evaluate for such modifications in accordance with ASC 718 Compensation — Stock Compensation and the modification is determined to be a probable-to-probable (Type 1) modification, additional compensation expenses are recognized in an amount equal to the excess of the fair value of the modified equity instrument over the fair value of the original equity instrument immediately before modification. The additional compensation expenses are recognized immediately on the date of modification or over the remaining requisite service period, depending on the vesting status of the award. | ||||
Prior to our initial public offering, the fair value of the non-vested ordinary shares and RSUs were assessed using the income approach/discounted cash flow method, with a discount for lack of marketability given that the shares underlying the awards were not publicly traded at the time of grant. This assessment required complex and subjective judgments regarding the Company’s projected financial and operating results, its unique business risks, the liquidity of its ordinary shares and its operating history and prospects at the time the grants were made. In addition, the binomial option-pricing model is used to measure the value of share options. The determination of the fair value is affected by the fair value of the ordinary shares as well as assumptions regarding a number of complex and subjective variables, including the expected share price volatility, actual and projected employee and non-employee share option exercise behavior, risk-free interest rates and expected dividends. Binomial option-pricing model incorporates the assumptions about grantees’ future exercise patterns. The fair value of these awards was determined partly in reliance on a valuation report prepared by an independent valuation firm using management’s estimates and assumptions. | ||||
After our initial public offering, in determining the fair value of the non-vested ordinary shares and RSUs granted, the closing market price of the underlying shares on the last trading date prior to the grant dates is applied. In determining the fair value of the non-vested ordinary shares and RSUs granted on May 22, 2014, the date when our ADSs first commenced trading on NASDAQ, the per share equivalent of our initial public offering price is applied. | ||||
The assumptions used in share-based compensation expense recognition represent management’s best estimates, but these estimates involve inherent uncertainties and application of management judgment. If factors change or different assumptions are used, the share-based compensation expenses could be materially different for any period. Moreover, the estimates of fair value of the awards are not intended to predict actual future events or the value that ultimately will be realized by grantees who receive share-based awards, and subsequent events are not indicative of the reasonableness of the original estimates of fair value made by the Company for accounting purposes. | ||||
Forfeitures are estimated at the time of grant and revised in the subsequent periods if actual forfeitures differ from those estimates. | ||||
dd.Income tax | ||||
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 relevant tax jurisdictions. The Group follows 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. The Group records 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 effect on deferred taxes of a change in tax rates is recognized in the Consolidated Statements of Operations and Comprehensive Loss in the period of change. | ||||
The Group recognizes in its 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 fifty percent likelihood of being realized upon settlement. The Group estimates its 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 with respect to tax audits, and expiration of the statute of limitations. The ultimate outcome for a particular tax position may not be determined with certainty prior to the conclusion of a tax audit and, in some cases, appeal or litigation process. The actual benefits ultimately realized may differ from the Group’s estimates. As each audit is concluded, adjustments, if any, are recorded in the Group’s consolidated financial statements in the period in which the audit is concluded. Additionally, in future periods, changes in facts, circumstances and new information may require the Group to adjust the recognition and measurement estimates with regard to individual tax positions. Changes in recognition and measurement estimates are recognized in the period in which the changes occur. As of December 31, 2012, 2013 and 2014, the Group did not have any significant unrecognized uncertain tax positions. | ||||
ee.Leases | ||||
Each lease is classified at the inception date as either a capital lease or an operating lease. For the lessee, a lease is a capital lease if any of the following conditions exist: a) ownership is transferred to the lessee by the end of the lease term, b) there is a bargain purchase option, c) the lease term is at least 75% of the property’s estimated remaining economic life or d) the present value of the minimum lease payments at the beginning of the lease term is 90% or more of the fair value of the leased property to the leaser at the inception date. A capital lease is accounted for as if there was an acquisition of an asset and an incurrence of an obligation at the inception of the lease. All other leases are accounted for as operating leases. Payments made under operating lease are charged to the Consolidated Statements of Operations and Comprehensive Loss on a straight-line basis over the terms of underlying lease. The Group has no capital leases for any of the periods presented. | ||||
ff.Comprehensive income/(loss) | ||||
Comprehensive income/(loss) is defined to include all changes in equity of the Group during a period arising from transactions and other event and circumstances except those resulting from investments by shareholders and distributions to shareholders. For the periods presented, the Group’s comprehensive income/(loss) includes net income/(loss) and foreign currency translation adjustments and is presented in the Consolidated Statements of Operations and Comprehensive Loss. | ||||
gg.Earnings (Loss) per share | ||||
Basic earnings (loss) per share is computed by dividing net income (loss) attributable to holders of ordinary shares, considering the accretions to redemption value of the preferred shares, by the weighted average number of ordinary shares outstanding during the period using the two-class method. Under the two-class method, net income is allocated between ordinary shares and other participating securities based on their participating rights. Diluted earnings (loss) per share is calculated by dividing net income (loss) attributable to ordinary shareholders, as adjusted for the accretion and allocation of net income related to the preferred shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of shares issuable upon the conversion of the preferred shares using the if-converted method, unvested restricted shares, restricted share units and ordinary shares issuable upon the exercise of outstanding share options using the treasury stock method. Ordinary equivalent shares are not included in the denominator of the diluted earnings per share calculation when inclusion of such shares would be anti-dilutive. | ||||
hh.Segment reporting | ||||
The Group engages primarily in the sale of electronics and home appliance products and general merchandise products (including audio, video products and books) sourced from manufacturers, distributors and publishers in PRC on the internet through its website jd.com. The Group also operates its online marketplace under which third-party sellers sell products on the Group’s website to customers. The Group does not distinguish revenues, costs and expenses between segments in its internal reporting, and reports costs and expenses by nature as a whole. The Group’s chief operating decision maker, who has been identified as the Chief Executive Officer, reviews the consolidated results when making decisions about allocating resources and assessing performance of the Group as a whole and hence, the Group has only one reportable segment. The Group operates and manages its business as a single segment mainly through the provision of a single class of services for accelerating and improving the delivery of its products over the internet. The Group does not distinguish between markets or segments for the purpose of internal reports. As the Group’s long-lived assets are all located in the PRC and most of all the Group’s revenues are derived from the PRC, no geographical information is presented. | ||||
ii.Statutory reserves | ||||
The Company’s subsidiaries, VIEs and VIEs’ subsidiaries established in the PRC are required to make appropriations to certain non-distributable reserve funds. | ||||
In accordance with the laws applicable to the Foreign Investment Enterprises established in the PRC, the Group’s subsidiaries registered as wholly-owned foreign enterprise have to make appropriations from their after-tax profits (as determined under generally accepted accounting principles in the PRC (“PRC GAAP”)) to reserve funds including general reserve fund, enterprise expansion fund and staff bonus and welfare fund. The appropriation to the general reserve fund must be at least 10% of the after-tax profits calculated in accordance with PRC GAAP. Appropriation is not required if the general reserve fund has reached 50% of the registered capital of the company. Appropriations to the enterprise expansion fund and staff bonus and welfare fund are made at the respective company’s discretion. | ||||
In addition, in accordance with the PRC Company Laws, the Group’s VIE and VIEs’ subsidiaries, registered as Chinese domestic companies, must make appropriations from their after-tax profits as determined under the PRC GAAP to non-distributable reserve funds including statutory surplus fund and discretionary surplus fund. The appropriation to the statutory surplus fund must be 10% of the after-tax profits as determined under PRC GAAP. Appropriation is not required if the statutory surplus fund has reached 50% of the registered capital of the company. Appropriation to the discretionary surplus fund is made at the discretion of the respective company. | ||||
The use of the general reserve fund, enterprise expansion fund, statutory surplus fund and discretionary surplus fund are restricted to the offsetting of losses or increasing of the registered capital of the respective company. The staff bonus and welfare fund is a liability in nature and is restricted to fund payments of special bonus to employees and for the collective welfare of employees. None of these reserves are allowed to be transferred to the company in terms of cash dividends, loans or advances, nor can they be distributed except under liquidation. | ||||
For the years ended December 31, 2012, 2013 and 2014, profit appropriation to statutory surplus fund for the Group’s entities incorporated in the PRC was approximately RMB1,838, RMB810 and RMB12,361 respectively. No appropriation to other reserve funds was made for any of the periods presented. | ||||
jj.Recent accounting pronouncements | ||||
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”, and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. The Group is currently in the process of evaluating the impact of the adoption of ASU 2014-09 on its consolidated financial statements. | ||||
In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements - Going Concern”. This standard requires management to evaluate for each annual and interim reporting period whether it is probable that the reporting entity will not be able to meet its obligations as they become due within one year after the date that the financial statements are issued. If the entity is in such a position, the standard provides for certain disclosures depending on whether or not the entity will be able to successfully mitigate its going concern status. This guidance is effective for annual periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. Early application is permitted. The Group does not anticipate that this adoption will have a significant impact on its consolidated financial statements. | ||||
In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810) - Amendments to the Consolidation Analysis”, which provides guidance for reporting entities that are required to evaluate whether they should consolidate certain legal entities. In accordance with ASU 2015-02, all legal entities are subject to reevaluation under the revised consolidation model. ASU 2015-02 is effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. The Group is currently in the process of evaluating the impact of the adoption of ASU 2015-02 on its consolidated financial statements. | ||||
Concentration_and_risks
Concentration and risks | 12 Months Ended |
Dec. 31, 2014 | |
Concentration and risks | |
Concentration and risks | |
3.Concentration and risks | |
Concentration of customers and suppliers | |
There are no customers or suppliers from whom revenues or purchases individually represent greater than 10% of the total revenues or the total purchases of the Group for the years ended December 31, 2012, 2013 and 2014. | |
Concentration of credit risk | |
Assets that potentially subject the Group to significant concentrations of credit risk primarily consist of cash and cash equivalents, restricted cash, accounts receivable and short-term investments. The maximum exposure of such assets to credit risk is their carrying amounts as of the balance sheet dates. As of December 31, 2013 and 2014, all of the Group’s cash and cash equivalents, restricted cash and short-term investments were held by major financial institutions located in the PRC and Hong Kong which management believes are of high credit quality. PRC does not have an official deposit insurance program, nor does it have an agency similar to the Federal Deposit Insurance Corporation (FDIC) in the United States. However, the Group believes that the risk of failure of any of these PRC banks is remote. Bank failure is uncommon in China and the Group believes that those Chinese banks that hold the Group’s cash and cash equivalents, restricted cash and short-term investments are financially sound based on public available information. Accounts receivable are typically unsecured and are derived from revenues earned from customers in the PRC. The risk with respect to accounts receivable is mitigated by credit evaluations the Group performs on its customers and its ongoing monitoring process of outstanding balances. | |
Currency convertibility risk | |
The PRC government imposes controls on the convertibility of RMB into foreign currencies. The Group’s cash and cash equivalents, restricted cash and short-term investments denominated in RMB that are subject to such government controls amounted to RMB9,865,714 and RMB9,054,762 as of December 31, 2013 and 2014, respectively. The value of RMB is subject to changes in the central government policies and to international economic and political developments affecting supply and demand in the PRC foreign exchange trading system market. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (the “PBOC”). Remittances in currencies other than RMB by the Group in the PRC must be processed through PBOC or other Chinese foreign exchange regulatory bodies which require certain supporting documentation in order to process the remittance. | |
Foreign currency exchange rate risk | |
From July 21, 2005, the RMB is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. While the international reaction to the RMB appreciation has generally been positive, there remains significant international pressure on the PRC government to adopt an even more flexible currency policy, which could result in a further and more significant fluctuation of the RMB against the U.S. dollar. | |
Restricted_cash_and_restricted
Restricted cash and restricted time deposit | 12 Months Ended |
Dec. 31, 2014 | |
Restricted cash and restricted time deposit | |
Restricted cash and restricted time deposit | |
4.Restricted cash and restricted time deposit | |
To meet the requirements of specific business operations, including secured deposits held in designated bank accounts for issuance of bank acceptance and letter of guarantee, the Group held restricted cash of RMB342,387 and RMB1,038,286 as of December 31, 2013 and December 31, 2014, respectively. Changes in the restricted cash balance associated with the bank acceptance are classified as cash flows from operating activities as the Group considers restricted cash arising from these activities directly related to the Group’s ordinary business operations. | |
To maintain guarantee balances at the bank as collaterals for the short-term bank loans of US$153,000 and US$309,000 (see Note 15), the Group held restricted cash of RMB1,000,000 and RMB2,000,000 as of December 31, 2013 and December 31, 2014, respectively, which were bank deposits with the original term of one year at the bank. In addition, the Group held restricted cash of RMB545,000 and Nil for capital verification of establishment of new entities as of December 31, 2013 and December 31, 2014, respectively. Changes in the restricted cash balance associated with short-term bank loans and capital verification are classified as cash flow from investing activities as the Group considers restricted cash arising from these activities similar to an investment. | |
Fair_value_measurement
Fair value measurement | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Fair value measurement | ||||||||||
Fair value measurement | ||||||||||
5.Fair value measurement | ||||||||||
As of December 31, 2013 and 2014, information about inputs into the fair value measurements of the Group’s assets that are measured at fair value on a recurring basis in periods subsequent to their initial recognition is as follows: | ||||||||||
Fair value measurement at reporting date using | ||||||||||
Description | December 31, | Quoted Prices in Active | Significant Other | Significant | ||||||
2013 | Markets for Identical Assets | Observable Inputs | Unobservable | |||||||
(Level 1) | (Level 2) | Inputs | ||||||||
(Level 3) | ||||||||||
RMB | RMB | RMB | RMB | |||||||
Assets | ||||||||||
Cash equivalents: | ||||||||||
Time deposits | 4,605,262 | — | 4,605,262 | — | ||||||
Restricted cash | 1,887,387 | — | 1,887,387 | — | ||||||
Short-term investments | ||||||||||
Wealth management product | 1,903,224 | — | 1,903,224 | — | ||||||
Total assets | 8,395,873 | — | 8,395,873 | — | ||||||
Fair value measurement at reporting date using | ||||||||||
Description | December 31, | Quoted Prices in Active | Significant Other | Significant | ||||||
2014 | Markets for Identical Assets | Observable Inputs | Unobservable | |||||||
(Level 1) | (Level 2) | Inputs | ||||||||
(Level 3) | ||||||||||
RMB | RMB | RMB | RMB | |||||||
Assets | ||||||||||
Cash equivalents: | ||||||||||
Time deposits | 4,323,900 | — | 4,323,900 | — | ||||||
Restricted cash | 3,038,286 | — | 3,038,286 | — | ||||||
Short-term investments | ||||||||||
Time deposits | 10,402,301 | — | 10,402,301 | — | ||||||
Wealth management product | 1,759,342 | — | 1,759,342 | — | ||||||
Investment securities | ||||||||||
Listed equity securities | 434,118 | 434,118 | — | — | ||||||
Total assets | 19,957,947 | 434,118 | 19,523,829 | — | ||||||
When available, the Group uses quoted market prices to determine the fair value of an asset or liability. If quoted market prices are not available, the Group will measure fair value using valuation techniques that use, when possible, current market-based or independently sourced market parameters, such as interest rates and currency rates. Following is a description of the valuation techniques that the Group uses to measure the fair value of assets that the Group reports on its consolidated balance sheets at fair value on a recurring basis. | ||||||||||
As of December 31, 2013 and 2014, gross unrealized gains of nil and RMB14,512 and gross unrealized losses of Nil and RMB1,527 were recorded on listed equity securities and gross unrealized gains of RMB23,224 and RMB24,344 were recorded on wealth management, respectively. No impairment charges were recorded for years ended December 31, 2013 and 2014, respectively. | ||||||||||
Cash equivalents | ||||||||||
Time deposits. The Group values its time deposits held in certain bank accounts using quoted prices for securities with similar characteristics and other observable inputs, and accordingly, the Group classifies the valuation techniques that use these inputs as Level 2. | ||||||||||
Restricted cash | ||||||||||
Restricted cash are valued based on the pervasive interest rate in the market, and accordingly, the Group classifies the valuation techniques that use these inputs as Level 2. | ||||||||||
Short-term investments | ||||||||||
Wealth management product. The Group values its wealth management product using alternative pricing sources and models utilizing market observable inputs, and accordingly the Group classifies the valuation techniques that use these inputs as Level 2. | ||||||||||
Available for sale securities | ||||||||||
Listed equity securities. The Group values its listed equity securities using quoted prices for the underlying securities in active markets, and accordingly, the Group classifies the valuation techniques that use these inputs as Level 1. | ||||||||||
Other financial instruments | ||||||||||
The followings are other financial instruments not measured at fair value in the consolidated balance sheets, but for which the fair value is estimated for disclosure purposes. | ||||||||||
Short-term receivables and payables. Accounts receivable, loan receivable and prepayments and other assets are financial assets with carrying values that approximate fair value due to their short-term nature. Accounts payable, advance from customers, accrued expenses and other liabilities and deferred revenues are financial liabilities with carrying values that approximate fair value due to their short-term nature. | ||||||||||
Short-term bank loans. The rates of interest under the loan agreements with the lending banks were determined based on the prevailing interest rates in the market. The Group classifies the valuation techniques that use these inputs as Level 2 of fair value measurements of short-term bank loans. | ||||||||||
Prepayments and other assets in non-current assets. Prepayments and other assets in non-current assets are financial assets with carrying values that approximates fair value due to the change in fair value after considering the discount rate. The Group estimated fair values of non-current prepayments and other assets using the discount cash flow method. The Group classifies the valuation technique as Level 3 of fair value measurement, as it uses estimated cash flow input which is unobservable in the market. | ||||||||||
Assets and liabilities measured at fair value on a nonrecurring basis | ||||||||||
Goodwill. The inputs used to measure the estimated fair value of goodwill are classified as a Level 3 fair value measurement due to the significance of unobservable inputs using company-specific information. The valuation methodology used to estimate the fair value of goodwill is discussed in Note 7 —“Business Combination”. | ||||||||||
Other Investments. As of December 31, 2013 and 2014, the Company held approximately RMB36,502 and RMB586,959, respectively, of investments in equity securities of privately-held companies that are accounted for using the cost method. These investments are included within investment in equity investees on the consolidated balance sheets. Such investments are reviewed periodically for impairment using fair value measurements. | ||||||||||
Investment_in_equity_investees
Investment in equity investees | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Investment in equity investees | ||||
Investment in equity investees | ||||
6.Investment in equity investees | ||||
Cost method | ||||
RMB | ||||
Balance at December 31, 2012 | 2,840 | |||
Additions | 34,502 | |||
Disposals and transfers | (840 | ) | ||
Balance at December 31, 2013 | 36,502 | |||
Additions | 552,493 | |||
Foreign currency translation adjustments | (2,036 | ) | ||
Balance at December 31, 2014 | 586,959 | |||
During the year ended December 31, 2014, the Company completed several investments in equity investees. Details of the significant investments are as follows: | ||||
Investment in Shanghai Icson | ||||
In March 2014, the Company completed an investment in preferred shares in Shanghai Icson with a call option to acquire the remaining equity interests of Shanghai Icson at a price based on higher of the fair value of the remaining equity interests or RMB800,000 before March 10, 2017. Shanghai Icson operates an e-commerce platform in China. The total consideration for the investment in Shanghai Icson was RMB252,779 (Refer to Note 7 for details of the transaction). Such investment is accounted for under the cost method given that such preferred shares contain certain terms such as liquidation preference over ordinary shares. | ||||
Other investments | ||||
Other investments in equity investees comprise of a number of investments in private companies, including China Homerun Ltd. | ||||
As of December 31, 2014, the Company identified no events or changes in circumstances that may have a significant adverse effect on the fair values of the Company’s investments in equity investees and determined that it is not practicable to estimate their fair values. | ||||
Business_Combination
Business Combination | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Business Combination | ||||||
Business Combination | ||||||
7.Business Combination | ||||||
Acquisition of Chinabank Payment | ||||||
On October 31, 2012, the Group invested RMB145,500 through Jingdong 360 to acquire 100% equity interests in Chinabank Payment and its wholly owned subsidiary Chinabank Payment Technology. The main purpose of the acquisition is to offer flexible payment service to the Group’s online shopping customers, and in the meantime to improve cost efficiency in the Group’s payment processing. | ||||||
The acquisition had been accounted for as a business combination and the results of operations of Chinabank Payment from the acquisition date have been included in the Group’s consolidated financial statements. The Group made estimates and judgments in determining the fair value of acquired assets and liabilities, based on an independent valuation report and management’s experiences with similar assets and liabilities. The allocation of the purchase price is as follows: | ||||||
Amount | Amortization Years | |||||
RMB | ||||||
Tangible assets acquired and liabilities assumed | ||||||
Cash | 5,781 | |||||
Accounts payable | (53,936 | ) | ||||
Advance from customers | (6,552 | ) | ||||
Others | (3,442 | ) | ||||
Identifiable intangible assets: | ||||||
Online payment and other licenses | 189,000 | 15 | ||||
Identifiable net assets acquired (a) | 130,851 | |||||
Cash consideration (b) | 145,500 | |||||
Goodwill (b-a) | 14,649 | |||||
Goodwill primarily represents the expected synergies from combining operations of the Group, Chinabank Payment and Chinabank Payment Technology, which are complementary in a way to each other, and any other intangible benefits that would accrue to the Group that do not qualify for separate recognition. The excess of purchase price over net tangible assets and identifiable intangible assets acquired were recorded as goodwill. The goodwill is not expected to be deductible for tax purposes. No measurement period adjustment has been recorded. | ||||||
Based on the assessment on the acquired companies’ financial performance made by the Group, acquired company including its subsidiary is not considered material to the Group. Thus the presentation of the pro-forma financial information with regard to a summary of the results of operations of the Group for the business combination is not required. | ||||||
Transaction with Tencent | ||||||
On March 10, 2014, the Company entered into a Strategic Cooperation Agreement (“Agreement”) with Tencent Holdings Limited (“Tencent”), for a period of 5 years from April 1, 2014 to March 31, 2019. Pursuant to the Agreement, the Company will become Tencent’s preferred partner in the development of physical goods e-Commerce business in Greater China including: (a) Tencent will grant the Company prominent level-1 access points in Weixin and mobile QQ applications; (b) Tencent will provide internet traffic and other support from other key platforms to the Company; and (c) the Company will cooperate with Tencent in a number of areas primarily mobile-related products, social networking services, membership systems and payment solutions. Terms described in (a), (b) and (c) above are hereinafter collectively referred to as “Strategic Cooperation”. In addition, for a period of 8 years from April 1, 2014 to March 31, 2022, other than the operation of Shanghai Icson E-Commerce Development Company Limited (“Shanghai Icson”), a subsidiary of Tencent, Tencent will not engage in any online direct sales or managed marketplace business model in physical goods e-Commerce businesses in Greater China and a few selected international markets, hereinafter referred to as “Non-Compete”. | ||||||
On the same date, the Company also entered into a series of agreements with Tencent and its affiliates, pursuant to which, the Company acquired from Tencent: (i) 100% business operation of two online marketplace platforms, Paipai and QQ Wanggou (“Combined Platform Business”); (ii) 9.9% equity interest in Shanghai Icson (“Investment in Shanghai Icson”); (iii) a call option (“Call Option”) to acquire the remaining equity interest of Shanghai Icson, with a price higher of the fair value of the remaining equity interest or RMB800,000 within three years commencing the closing of the Transaction; (iv) certain logistic workforce; and (v) a land use right. The above (i) to (v), Strategic Cooperation and Non-Compete are collectively referred to as “Transaction”. | ||||||
As consideration for the Transaction, the Company issued 351,678,637 ordinary shares to Huang River Investment Limited, a wholly-owned subsidiary of Tencent, representing 15% shares on a fully diluted basis under treasury method upon the closing of the Transaction, on March 10, 2014. | ||||||
The main purpose of the transaction is to further expand product and service offerings to the Group’s online shopping customers. | ||||||
The acquisition of Combined Platform Business is accounted for as a business combination and the results of operations of the Combined Platform Business from the acquisition date have been included in the Group’s consolidated financial statements. The acquisitions of Strategic Cooperation, Non-compete, Investment in Shanghai Icson, Logistic Workforce and Land use right are considered asset acquisitions separate from the acquisition of Combined Platform Business. The investment in Shanghai Icson was accounted for under the cost method and recorded in investment in equity investees on the acquisition day. The identifiable intangible assets acquired are amortized on a straight-line basis over the respective useful lives. | ||||||
The Company has performed the following steps to estimate the cost of the assets and business acquired with the assistance from an independent valuation firm: 1) estimate the total fair value of 351,678,637 ordinary shares issued to Huang River Investment Limited as the consideration of the transaction on March 10, 2014 using the income approach, or the discounted cash flow, or DCF method; 2) estimate the stand-alone fair value of the Combined Platform Business as well as fair value of each of Strategic Cooperation Agreement, Non-Compete, Investment in Shanghai Icson, Logistic workforce and Land Use Right (collectively “Asset Acquisition”); 3) The excess of (1) over sum of (2) and net cash acquired in the transaction has been allocated to individual assets of the Asset Acquisition and the Combined Platform Business based on their relative fair values. Additionally, in accordance with the relevant accounting guidance, non-transferability relating to lock-up period associated with the shares issued to Huang River Investment Limited for a period of three years commencing from March 10, 2014, is factored in estimating the fair value of shares issued to acquire Strategic Cooperation, Non-compete, Investment in Shanghai Icson, Logistic Workforce and Land use right, but is not factored in estimating the fair value of shares issued to acquire Combined Platform Business. | ||||||
The Company considered the following valuation method and significant assumptions in evaluating certain significant intangibles acquired from the current Transaction: | ||||||
Strategic Cooperation Agreement—In addition to the Company’s general business cooperation with Tencent primarily in areas of mobile-related products, social networking services, membership systems and payment solutions, the other parts of the Strategic Cooperation Agreement is in substance a prepaid advertising/promotion service where Tencent users can be diverted to the Company’s websites/platforms where (a) Tencent will grant the Company prominent level-1 access points in Weixin and mobile QQ applications and (b) Tencent will provide internet traffic and other support from its other key platforms to the Company. These advertising/promotion services include push messages, advertising, payment processing and application activation. The general business cooperation is not recognized as a separate intangible asset because such provisions only set out the general principal for the cooperation between the Company and Tencent with no specific deliverables provided to the Company. The amount recognized for the Strategic Cooperation Agreement relates to the advertising/ promotion services and the fair value was established using a form of the income approach known as the cost saving method. This method recognizes that, because of the Strategic Cooperation Agreement, the Company can save advertising fees, traffic acquisition costs, payment processing fees and application activation fees that otherwise it would need to be paid to a third party for the similar services. The estimated unit market price of the advertising/promotion services were multiplied by the volume of the services to be provided by Tencent to arrive at the cost saving attributable to the Strategic Cooperation Agreement. The most significant assumptions inherent in this approach include: 1) the estimated market price of the services to be provided, 2) the volume of the services to be provided, and 3) discount rate. When applying the cost saving method for the valuation of the Strategic Cooperation Agreement, market participant assumptions were used in accordance with ASC 820. Specifically, the basis of the assumptions were determined with consideration of the terms of the Strategic Cooperation Agreement, an industry report regarding China’s e-commerce sector and a market rate that market participants have to pay to third parties for similar services on arm’s length basis. The present value of the after-tax cost savings at an appropriate discount rate indicates the value of Strategic Cooperation Agreement. The discount rate was derived by using the capital asset pricing model (the “CAPM”), which is a method that market participants commonly use to price assets. Based on the CAPM, the Company concluded a discount rate of 17.5% was appropriate for valuing the Strategic Cooperation Agreement. | ||||||
Non-compete Agreement—Other than the operation of Shanghai Icson, Tencent will not engage in any online direct sales or managed marketplace business models in physical goods e-Commerce business in Greater China and a few selected international markets. The fair value of the Non-compete was determined based on the ‘‘with and without’’ method, which takes into consideration the cash flow increments between the scenario where the Non-compete is not in place and the scenario where the Non-compete is in place for a period of 8 years from April 1, 2014 to March 31, 2022. The most significant assumption inherent in this approach when valuing the Non-compete was the amount of economic impact to the Company that would occur from competition during the period when non-compete agreement is effective. Based on the CAPM, the Company concluded a discount rate of 17.5%, which reflects a market participant’s required rate of return for the risks of investing in the Non-compete, was appropriate for discounting the cash flow attributable to the Non-compete. | ||||||
Investment in Shanghai Icson—In determining the fair value of the investment in Shanghai Icson, the Company followed a two-step process. In the first step, the discounted cash flow method, or DCF, was used as the primary approach to determine the fair value of the equity interest of Shanghai Icson and market approach to cross-check the valuation results derived by the DCF method. The free cashflow of Shanghai Icson was discounted by 22%, which was determined by the CAPM to reflect a market participant’s required rate of return for the risks of investing in the equity interest of Shanghai Icson. In the second step, since the Company’s investment in Shanghai Icson is in the form of preferred shares, an option pricing method to allocate the equity interest of Shanghai Icson to its common shares and preferred shares was used. The significant assumptions inherent in option pricing models are the expected time of liquidity event, risk free rate and volatility factor of equity interest of Shanghai Icson. | ||||||
The Group made estimates and judgments in determining the fair value of the assets and business acquired with the assistance from an independent valuation firm. The purchase price allocation is as follows: | ||||||
Amount | ||||||
RMB | ||||||
Fair value of the Company’s shares issued * | 11,644,310 | |||||
Transaction costs** | 20,705 | |||||
Total value to be allocated in purchase accounting | 11,665,015 | |||||
Amount | Amortization | |||||
Years | ||||||
RMB | ||||||
Strategic Cooperation Agreement | 6,075,289 | 5 | ||||
Non-compete Agreement | 1,442,389 | 8 | ||||
Combined Platform Business | ||||||
Cash | 60,284 | |||||
Other current assets | 3,587 | |||||
Property, plant and equipment, net | 17,647 | |||||
Current liabilities | (63,871 | ) | ||||
Technology | 108,800 | 5 | ||||
Domain names and trademark | 33,100 | 10 | ||||
Advertising customer relationship | 80,400 | 7 | ||||
Goodwill | 2,593,420 | |||||
Deferred tax liability | (41,893 | ) | ||||
Investment in Shanghai Icson | 252,779 | |||||
Call Option | — | |||||
Logistic workforce | 13,900 | 3 | ||||
Land use right | 73,632 | 40 | ||||
Net cash acquired | 1,015,552 | |||||
Total Purchase price | 11,665,015 | |||||
* Among total fair value of the shares issued of RMB11,644,310, RMB2,791,474 is the consideration for the acquisition of Combined Platform Business and RMB8,852,836 is the consideration for the acquisition of Strategic Cooperation, Non-compete, Investment in Shanghai Icson, Logistics workforce, Land use right, and Net cash acquired. | ||||||
** In accordance with ASC 805-10-25-23, transaction costs relating to the business combination of the Combined Platform Business are expensed as incurred while in accordance with ASC 805-50-30-2, transaction costs relating to the acquisition of individual assets acquired in the Asset Acquisition form part of the assets’ initial carrying values, and have been included in the estimated purchase price. | ||||||
Based on the assessment on financial performance of the acquired Combined Platform Business made by the Group, the acquired business is not considered material to the Group. Thus the presentation of the pro-forma financial information with regard to a summary of the results of operations of the Group for the business combination is not required. | ||||||
Accounts_receivable_net
Accounts receivable, net | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Accounts receivable, net | ||||||
Accounts receivable, net | ||||||
8. Accounts receivable, net | ||||||
Accounts receivable, net, consists of the following: | ||||||
As of December 31, | ||||||
2013 | 2014 | |||||
RMB | RMB | |||||
Product sales and online marketplace receivables | 380,938 | 2,043,243 | ||||
Online payment processing transactions receivables | 35,083 | 182,412 | ||||
Advertising receivables | 44,372 | 62,705 | ||||
Others | 43,466 | 219,567 | ||||
Allowance for doubtful accounts | ||||||
Balance at beginning of the year | (1,877 | ) | (1,770 | ) | ||
Additions | (559 | ) | (72,608 | ) | ||
Reversals | 666 | 868 | ||||
Write-offs | — | 1,839 | ||||
Balance at end of the year | (1,770 | ) | (71,671 | ) | ||
Accounts receivable, net | 502,089 | 2,436,256 | ||||
The value-added tax receivables from customers are recorded in product sales and online marketplace receivables. | ||||||
Inventories_net
Inventories, net | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Inventories, net | ||||||
Inventories, net | ||||||
9. Inventories, net | ||||||
Inventories, net, consist of the following: | ||||||
As of December 31, | ||||||
2013 | 2014 | |||||
RMB | RMB | |||||
Products | 6,358,151 | 12,119,359 | ||||
Packing materials and others | 28,004 | 71,484 | ||||
Inventories, net | 6,386,155 | 12,190,843 | ||||
Prepayments_and_other_current_
Prepayments and other current assets | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Prepayments and other current assets | ||||||
Prepayments and other current assets | ||||||
10. Prepayments and other current assets | ||||||
Prepayments and other current assets consist of the following: | ||||||
As of December 31, | ||||||
2013 | 2014 | |||||
RMB | RMB | |||||
Receivables related to employees’ exercise of share-based awards | — | 811,783 | ||||
Interest receivables | 28,654 | 135,498 | ||||
Prepaid rental fees | 79,423 | 145,501 | ||||
Prepaid advertising costs | 31,977 | 45,677 | ||||
Deposits | 20,386 | 166,945 | ||||
Bridge loans | — | 157,438 | ||||
Staff loans | — | 151,612 | ||||
Employee advances | 12,809 | 16,217 | ||||
Others | 45,853 | 103,663 | ||||
Total | 219,102 | 1,734,334 | ||||
Property_equipment_and_softwar
Property, equipment and software, net | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Property, equipment and software, net | ||||||
Property, equipment and software, net | ||||||
11. Property, equipment and software, net | ||||||
Property, equipment and software, net, consist of the following: | ||||||
As of December 31, | ||||||
2013 | 2014 | |||||
RMB | RMB | |||||
Electronic equipment | 671,491 | 1,372,896 | ||||
Office equipment | 30,326 | 33,190 | ||||
Vehicles | 199,780 | 530,731 | ||||
Logistic and warehouse equipment | 232,603 | 598,831 | ||||
Leasehold improvement | 59,983 | 136,522 | ||||
Software | 57,508 | 100,215 | ||||
Building | 275,717 | 661,365 | ||||
Total | 1,527,408 | 3,433,750 | ||||
Less: Accumulated depreciation | (502,980 | ) | (1,025,312 | ) | ||
Net book value | 1,024,428 | 2,408,438 | ||||
Depreciation expenses were RMB169,277, RMB257,213 and RMB514,974 for the years ended December 31, 2012, 2013 and 2014, respectively. | ||||||
Intangible_assets_net
Intangible assets, net | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Intangible assets, net | ||||||||||||||
Intangible assets, net | ||||||||||||||
12. Intangible assets, net | ||||||||||||||
Intangible assets, net, consist of the following: | ||||||||||||||
As of December 31, 2013 | As of December 31, 2014 | |||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||
Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | |||||||||
Amount | Amount | Amount | Amount | |||||||||||
RMB | RMB | |||||||||||||
Strategic Cooperation | — | — | — | 6,075,289 | (915,455 | ) | 5,159,834 | |||||||
Non-compete | — | — | — | 1,447,189 | (146,364 | ) | 1,300,825 | |||||||
Technology | — | — | — | 110,900 | (17,965 | ) | 92,935 | |||||||
Advertising customer relationship | — | — | — | 80,400 | (9,283 | ) | 71,117 | |||||||
Domain names and trademark | 40,353 | (5,926 | ) | 34,427 | 79,969 | (12,447 | ) | 67,522 | ||||||
Logistic workforce | — | — | — | 13,900 | (3,745 | ) | 10,155 | |||||||
Online payment and other licenses | 189,000 | (14,700 | ) | 174,300 | 189,000 | (27,300 | ) | 161,700 | ||||||
Copyrights | 17,805 | (10,730 | ) | 7,075 | 28,873 | (15,014 | ) | 13,859 | ||||||
Total | 247,158 | (31,356 | ) | 215,802 | 8,025,520 | (1,147,573 | ) | 6,877,947 | ||||||
Amortization expenses for intangible assets were RMB6,888, RMB24,228 and RMB1,116,217 for the years ended December 31, 2012, 2013 and 2014, respectively. | ||||||||||||||
As of December 31, 2014, amortization expenses related to the intangible assets for future periods are estimated to be as follows: | ||||||||||||||
For the years ended December 31, | ||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | 2020 and | |||||||||
thereafter | ||||||||||||||
RMB | RMB | RMB | RMB | RMB | RMB | |||||||||
Amortization expenses | 1,457,322 | 1,455,765 | 1,451,273 | 1,450,343 | 517,711 | 545,533 | ||||||||
Land_use_rights_net
Land use rights, net | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Land use rights, net | ||||||||||||||
Land use rights, net | ||||||||||||||
13. Land use rights, net | ||||||||||||||
Land use rights, net, consist of the following: | ||||||||||||||
As of December 31, | ||||||||||||||
2013 | 2014 | |||||||||||||
RMB | RMB | |||||||||||||
Land use rights | 620,383 | 1,108,125 | ||||||||||||
Less: Accumulated amortization | (21,530 | ) | (40,872 | ) | ||||||||||
Net book value | 598,853 | 1,067,253 | ||||||||||||
Amortization expenses for land use rights were RMB9,565, RMB11,700 and RMB19,342 for the years ended December 31, 2012, 2013 and 2014, respectively. | ||||||||||||||
As of December 31, 2014, amortization expenses related to the land use rights for future periods are estimated to be as follows: | ||||||||||||||
For the years ended December 31, | ||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | 2020 and | |||||||||
thereafter | ||||||||||||||
RMB | RMB | RMB | RMB | RMB | RMB | |||||||||
Amortization expenses | 22,162 | 22,162 | 22,162 | 22,162 | 22,162 | 956,443 | ||||||||
Other_noncurrent_assets
Other non-current assets | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Other non-current assets | ||||||
Other non-current assets | ||||||
14. Other non-current assets | ||||||
Other non-current assets consist of the following: | ||||||
As of December 31, | ||||||
2013 | 2014 | |||||
RMB | RMB | |||||
Prepayments for purchase of office building | 100,000 | 288,999 | ||||
Staff loans | 132,932 | — | ||||
Prepayments for purchase of land use rights | 22,000 | 96,911 | ||||
Rental deposits | 54,408 | 108,621 | ||||
Prepayments for purchase of property, equipment and software | 34,456 | 110,469 | ||||
Prepayments for construction in progress | 33,765 | — | ||||
Others | 24,312 | 20,391 | ||||
Total | 401,873 | 625,391 | ||||
Shortterm_bank_loans
Short-term bank loans | 12 Months Ended |
Dec. 31, 2014 | |
Short-term bank loans | |
Short-term bank loans | |
15. Short-term bank loans | |
In November 2013, the Group entered into a loan agreement, whereby on November 4, 2013 the Group effectively pledged certain time deposits to secure the bank loan, totaling US$153,000 and bearing interest at 1.30% per annum over 1-month London Inter-Bank Offered Rate (“LIBOR”) with the maturity date on November 3, 2014. The loan was fully repaid in November 2014. | |
In March 2014, the Group entered into another loan agreement, whereby on March 7, 2014 the Group effectively pledged certain time deposits to secure the bank loan, totaling US$309,000 and bearing interest at 0.80% per annum over 1-month LIBOR with the maturity date on March 6, 2015. | |
Accrued_expenses_and_other_cur
Accrued expenses and other current liabilities | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Accrued expenses and other current liabilities | ||||||
Accrued expenses and other current liabilities | ||||||
16. Accrued expenses and other current liabilities | ||||||
Accrued expenses and other current liabilities consist of the following: | ||||||
As of December 31, | ||||||
2013 | 2014 | |||||
RMB | RMB | |||||
Salary and welfare payable | 1,080,072 | 1,577,761 | ||||
Deposits | 857,573 | 1,834,172 | ||||
Payable related to employees’ exercise of share-based awards | — | 811,783 | ||||
Rental fee payables | 22,155 | 69,341 | ||||
Professional fee accruals | 63,280 | 48,121 | ||||
Others | 246,718 | 970,654 | ||||
Total | 2,269,798 | 5,311,832 | ||||
Others_net
Others, net | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Others, net | ||||||||
Others, net | ||||||||
17. Others, net | ||||||||
Others, net, consist of the following: | ||||||||
For the year ended December 31, | ||||||||
2012 | 2013 | 2014 | ||||||
RMB | RMB | RMB | ||||||
Foreign exchange gains/(losses), net | 13,762 | 92,761 | (28,980 | ) | ||||
Government financial incentives | 41,690 | 120,301 | 214,623 | |||||
Others | 4,873 | (19,507 | ) | 30,944 | ||||
Total | 60,325 | 193,555 | 216,587 | |||||
Government financial incentives represent rewards provided by the relevant PRC municipal government authorities to the Group for business achievements made by the Group. As there is no further obligation for the Group to perform, government financial incentives are recognized as other income when received. The amount of such government financial incentives are determined solely at the discretion of the relevant government authorities and there is no assurance that the Group will continue to receive these government financial incentives in the future. | ||||||||
Taxation
Taxation | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Taxation | ||||||||
Taxation | ||||||||
18. Taxation | ||||||||
a) Transition from PRC Business Tax to PRC Value Added Tax | ||||||||
A pilot program for transition from business tax to value added tax (“VAT”) for certain services revenues was launched in Shanghai on January 1, 2012. Starting from September 1, 2012, the pilot program was expanded from Shanghai to other cities and provinces in China, including Beijing, Wuhan, Guangzhou, Tianjin and Suqian, in which the Group has its operations. | ||||||||
b) Value added tax | ||||||||
During the periods presented, the Group is subject to 13% and 17% VAT for revenues from sales of audio, video products and books and sales of other products, respectively, in the PRC. Moreover, the Group is exempted from VAT for revenues from sales of books since January 1, 2014. | ||||||||
Prior to the pilot program, the Group were subject to 5% or 3% business tax for revenues from online advertising and other services or for revenues from logistic services, respectively. After the launch of the pilot program, the Group is subject to 6% and 11% VAT for the revenues from logistics services and 6% VAT for the revenues from online advertising and other services. | ||||||||
Not affected by the pilot program, the Group is also subject to 3% cultural undertaking development fees on revenues from online advertising services in China. | ||||||||
The Group is also subject to surcharges of VAT payments according to PRC tax law. | ||||||||
c) Business tax | ||||||||
Chinabank Payment and Chinabank Payment Technology are subject to 5% business tax and related surcharges for revenues from online payment services. Business tax and the related surcharges are recognized when the revenue is earned. | ||||||||
d) Income tax | ||||||||
Cayman Islands | ||||||||
Under the current laws of the Cayman Islands, the Company and its subsidiaries incorporated in the Cayman Islands are not subject to tax on income or capital gain. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders. | ||||||||
British Virgin Islands | ||||||||
Under the current laws of the British Virgin Islands, entities incorporated in British Virgin Island are not subject to tax on their income or capital gains. | ||||||||
Hong Kong | ||||||||
Under the current Hong Kong Inland Revenue Ordinance, the Group’s subsidiaries in Hong Kong are subject to 16.5% Hong Kong profit tax on its taxable income generated from operations in Hong Kong. Additionally, payments of dividends by the subsidiaries incorporated in Hong Kong to the Company are not subject to any Hong Kong withholding tax. | ||||||||
China | ||||||||
On March 16, 2007, the National People’s Congress of PRC enacted a new Corporate Income Tax Law (“new CIT law”), under which Foreign Investment Enterprises (“FIEs”) and domestic companies would be subject to corporate income tax at a uniform rate of 25%. The new CIT law became effective on January 1, 2008. Under the new CIT law, preferential tax treatments will continue to be granted to entities which conduct businesses in certain encouraged sectors and to entities otherwise classified as “high and new technology enterprises”. | ||||||||
Chinabank Payment Technology has been qualified as “high and new technology enterprise” since 2010, whose qualification was renewed in 2013, and enjoyed a preferential corporate income tax rate of 15% from 2010 to 2015. | ||||||||
Beijing Shangke can enjoy an exemption from income tax for first two years and reduction half for the next three years from the profit year as a “software enterprise”, which has also been qualified as “high and new technology enterprise” and enjoys a preferential income tax rate of 15% from 2013 to 2016. The privileges cannot be applied simultaneously. | ||||||||
The Group’s other PRC subsidiaries, VIEs and VIEs’ subsidiaries are subject to the statutory income tax rate of 25%. | ||||||||
Withholding tax on undistributed dividends | ||||||||
The new CIT Law also provides that an enterprise established under the laws of a foreign country or region but whose “de facto management body” is located in the PRC be treated as a resident enterprise for PRC tax purposes and consequently be subject to the PRC income tax at the rate of 25% for its global income. The Implementing Rules of the EIT Law merely define the location of the “de facto management body” as “the place where the exercising, in substance, of the overall management and control of the production and business operation, personnel, accounting, property, etc., of a non-PRC company is located.” Based on a review of surrounding facts and circumstances, the Group does not believe that it is likely that its operations outside of the PRC should be considered a resident enterprise for PRC tax purposes. | ||||||||
The new CIT law also imposes a withholding income tax of 10% on dividends distributed by an FIE to its immediate holding company outside of China, if such immediate holding company is considered as a non-resident enterprise without any establishment or place within China or if the received dividends have no connection with the establishment or place of such immediate holding company within China, unless such immediate holding company’s jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. The Cayman Islands, where the Company incorporated, does not have such tax treaty with China. According to the arrangement between Mainland China and Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion in August 2006, dividends paid by an FIE in China to its immediate holding company in Hong Kong will be subject to withholding tax at a rate of no more than 5% (if the foreign investor owns directly at least 25% of the shares of the FIE). The Company did not record any dividend withholding tax, as it has no retained earnings for any of the periods presented. | ||||||||
Reconciliation of difference between PRC statutory income tax rate and the Group’s effective income tax rate for the years ended December 31, 2012, 2013 and 2014 is as follows: | ||||||||
For the year ended December 31, | ||||||||
2012 | 2013 | 2014 | ||||||
Statutory income tax rate | 25.0 | % | 25.0 | % | 25.0 | % | ||
Tax effect of preferential tax treatments | 0.0 | % | 172.3 | % | 1.7 | % | ||
Tax effect of tax-exempt entities | 0.3 | % | 54.7 | % | (22.4 | )% | ||
Effect on tax rates in different tax jurisdiction | 0.2 | % | 22.1 | % | 0.1 | % | ||
Tax effect of non-deductible expenses | (3.3 | )% | (148.4 | )% | (3.4 | )% | ||
Tax effect of non-taxable income | 0.3 | % | 36.5 | % | 1.1 | % | ||
Changes in valuation allowance | (22.0 | )% | (97.0 | )% | (0.5 | )% | ||
Expiration of loss carry forward | (0.9 | )% | (65.1 | )% | (2.0 | )% | ||
Effective tax rates | (0.4 | )% | 0.1 | % | (0.4 | )% | ||
e)Deferred tax assets and deferred tax liabilities | ||||||||
As of December 31, | ||||||||
2013 | 2014 | |||||||
RMB | RMB | |||||||
Deferred tax assets | ||||||||
- Allowance for doubtful accounts | 443 | 17,918 | ||||||
- Deferred revenues | 52,132 | 39,270 | ||||||
- Net operating loss carry forwards | 853,258 | 874,270 | ||||||
Less: valuation allowance | (905,833 | ) | (931,458 | ) | ||||
Net deferred tax assets | — | — | ||||||
Current deferred tax liabilities | ||||||||
- Interest income | 6,087 | 5,650 | ||||||
- Intangible assets arisen from business combination | — | 38,162 | ||||||
Total current deferred tax liabilities | 6,087 | 43,812 | ||||||
As of December 31, 2014, the Group had net operating loss carry forwards of approximately RMB 3,623,104 which arose from the subsidiaries, VIEs and VIEs’ subsidiaries established in the PRC. The loss carry forwards will expire during the period from 2015 to 2018. | ||||||||
A valuation allowance is provided against deferred tax assets when the Group determines that it is more likely than not that the deferred tax assets will not be utilized in the future. In making such determination, the Group evaluates a variety of factors including the Group’s operating history, accumulated deficit, existence of taxable temporary differences and reversal periods. | ||||||||
The Group has incurred net accumulated operating losses for income tax purposes since its inception. The Group believes that it is more likely than not that these net accumulated operating losses and other deferred tax assets will not be utilized in the future. Therefore, the Group has provided full valuation allowances for the deferred tax assets as of December 31, 2012, 2013 and 2014. | ||||||||
Movement of valuation allowance | ||||||||
As of December 31, | ||||||||
2012 | 2013 | 2014 | ||||||
RMB | RMB | RMB | ||||||
Balance at beginning of the period | 478,120 | 857,413 | 905,833 | |||||
Additions | 399,568 | 81,119 | 156,820 | |||||
Reversals | (20,275 | ) | (32,699 | ) | (131,195 | ) | ||
Balance at end of the period | 857,413 | 905,833 | 931,458 | |||||
Convertible_Preferred_Shares
Convertible Preferred Shares | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Convertible Preferred Shares | ||||||||||||||
Convertible Preferred Shares | ||||||||||||||
19.Convertible Preferred Shares | ||||||||||||||
The Company’s preferred shares activities for the years ended December 31, 2012, 2013 and 2014 are summarized below: | ||||||||||||||
Series A and A-1 Preferred | Series B Preferred Shares | Series C | ||||||||||||
Shares | Preferred Shares | |||||||||||||
Number of | Amount | Number of | Amount | Number of | Amount | |||||||||
shares | shares | shares | ||||||||||||
RMB | RMB | RMB | ||||||||||||
Balance as of December 31, 2011 | 191,894,000 | 255,850 | 84,786,405 | 126,417 | 258,316,305 | 3,150,443 | ||||||||
Preferred shares redemption value accretion | — | — | — | — | — | 1,587,454 | ||||||||
Balance as of December 31, 2012 | 191,894,000 | 255,850 | 84,786,405 | 126,417 | 258,316,305 | 4,737,897 | ||||||||
Preferred shares redemption value accretion | — | — | — | — | — | 2,435,366 | ||||||||
Conversion of Series B Preferred Shares to ordinary shares | — | — | (25,247,161 | ) | (38,176 | ) | — | — | ||||||
Balance as of December 31, 2013 | 191,894,000 | 255,850 | 59,539,244 | 88,241 | 258,316,305 | 7,173,263 | ||||||||
Preferred shares redemption value accretion | — | — | — | — | — | 7,957,640 | ||||||||
Conversion of Series A and A-1 Preferred Shares to Class A ordinary shares | (191,894,000 | ) | (255,850 | ) | ||||||||||
Conversion of Series B Preferred Shares to Class A ordinary shares | (59,539,244 | ) | (88,241 | ) | ||||||||||
Conversion of Series C Preferred Shares to Class A ordinary shares | — | — | — | — | (258,316,305 | ) | (15,130,903 | ) | ||||||
Balance as of December 31, 2014 | — | — | — | — | — | — | ||||||||
All of the preference shares were converted to ordinary shares immediately upon the completion of our initial public offering on May 28, 2014. Prior to their automatic conversion to ordinary shares upon the Company’s initial public offering on May 28, 2014, the preferred shares were entitled to certain preferences with respect to conversion, redemption, dividends and liquidation. The holders of preferred shares were entitled to vote together with the holders of ordinary shares, and not as a separate class, on all matters submitted to a vote of the shareholders of the Company, on an as-if-converted basis. Immediately prior to the initial public offering, the Company’s preference shares comprised the following: | ||||||||||||||
Series | Issuance Date | Shares | Issue Price | Proceeds | Shares | Carrying Amount | ||||||||
Issued | per Share | from | Outstanding | |||||||||||
Issuance | ||||||||||||||
US$ | US$ | RMB | ||||||||||||
A | March 27, 2007 | 155,000,000 | 0.0323 | 5,000 | 155,000,000 | 215,626 | ||||||||
A-1 | August 15, 2007 | 130,940,000 | 0.0382 | 5,000 | 36,894,000 | 40,224 | ||||||||
B | January 12, 2009 | 235,310,000 | 0.0892 | 21,000 | 59,539,244 | 88,241 | ||||||||
C | September 21, 2010 | 178,238,250 | 0.7742 | 138,000 | 258,316,305 | * | 15,130,903 | |||||||
*Among total shares outstanding, 64,579,075 shares and 15,498,980 shares were re-designated from Series A-1 and Series B preferred shares in conjunction with the issuance of the Series C Preferred Shares. | ||||||||||||||
Prior to the issuance of Series C Preferred Shares, the Company determined that the Series A, A-1 and B Preferred Shares should be classified as mezzanine equity since the Series A, A-1 and B Preferred Shares were contingently redeemable. In conjunction with the issuance of the Series C Preferred Shares, as a result of the waivers to their redemption and preferential liquidation rights, the Series A, A-1 and B Preferred Shares were reclassified from mezzanine equity to permanent equity. The Series C Preference Shares were classified as mezzanine equity in the consolidated balance sheets because they were contingently redeemable. | ||||||||||||||
The Company records accretion on the Preferred Shares, where applicable, to the redemption value from the issuance dates to the earliest redemption dates. The accretion of Series C Preference Shares was RMB7,957,640 for the year ended December 31, 2014. | ||||||||||||||
Redesignation_of_Series_B_Pref
Re-designation of Series B Preferred Shares | 12 Months Ended |
Dec. 31, 2014 | |
Re-designation of Series B Preferred Shares | |
Re-designation of Series B Preferred Shares | |
20.Re-designation of Series B Preferred Shares | |
25,247,161 Series B Preferred Shares were transferred to new investors and re-designated into ordinary shares in December 2013. The transaction would be viewed as if the holders of the Series B Preferred Shares exercised their option to convert Series B Preferred Shares into ordinary shares, and then subsequently transferred the newly converted ordinary shares to the new investors. Accordingly, the carrying amounts of the Series B Preferred Shares were reduced, offset by increases in the ordinary shares and additional paid-in capital which equaled to RMB34,108, with total translation adjustment gains amounted to RMB4,065. | |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2014 | |
Warrants | |
Warrants | |
21.Warrants | |
In conjunction with the issuance of the Series C Preferred Shares on September 21, 2010, the Group granted warrants (“Warrants-C”) to two of the Series C Preferred Shares investors to acquire 78,786,475 and 5,166,325 shares of ordinary shares, respectively. The Warrants-C have an exercise price of US$0.7742 per ordinary share. The relative fair value of the Warrants-C at issuance was RMB15,327, which was allocated from the cash proceeds of the Series C Preferred Shares on a relative fair value basis to the Series C Preferred Shares and Warrants-C. | |
Warrants-C were classified in permanent equity in the Consolidated Balance Sheets because they were exercisable to purchase ordinary shares, and the Group had sufficient authorized and unissued ordinary shares to settle the warrant contract. | |
In February 2012, upon the exercise of the Warrants-C, the Company issued 83,952,800 ordinary shares for considerations amounted to RMB410,164. | |
Ordinary_Shares
Ordinary Shares | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Ordinary Shares | ||||||
Ordinary Shares | ||||||
22.Ordinary Shares | ||||||
Upon inception, 1 ordinary share was issued at a par value of US$0.00002 per share. In March 2014, the Company issued 351,678,637 ordinary shares to Huang River Investment Limited, a wholly owned subsidiary of Tencent, in connection with Tencent Transaction (Note 7). Additionally, upon the initial public offering in May 2014, the Company issued 166,120,400 Class A ordinary shares. Concurrently, the Company issued 139,493,960 Class A ordinary shares in a private placement to Huang River Investment Limited. | ||||||
The ordinary shares reserved for conversion of Preferred Shares and exercise of the RSUs and share options were as follows: | ||||||
As of December 31, | ||||||
2013 | 2014 | |||||
Reserved for conversion of the Preferred Shares (Note 19) | 509,749,549 | — | ||||
Reserved for future exercise of the RSUs and share options (Note 23) | 54,093,176 | 59,786,401 | ||||
563,842,725 | 59,786,401 | |||||
Sharebased_Compensation
Share-based Compensation | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Share-based Compensation | ||||||||||
Share-based Compensation | ||||||||||
23.Share-based Compensation | ||||||||||
For the years ended December 31, 2012, 2013 and 2014, total share-based compensation expenses recognized were RMB225,039, RMB261,173 and RMB4,249,548, respectively. | ||||||||||
The ordinary shares issued for the Company’s equity incentive plans are held by Fortune Rising, a consolidated variable interest entity of the Company, and accounted for as treasury stocks of the Company prior to their vest. As of December 31, 2014, the Group had reserved 240,095,221 ordinary shares available to be granted as share-based awards. | ||||||||||
Share incentive plan | ||||||||||
The Company granted share-based awards to eligible employees and non-employees pursuant to the 2008, 2009, 2010, 2011 stock incentive plans and 2011 special stock incentive plan (collectively, the “Plans”), which govern the terms of the awards. On December 20, 2013, the Company adopted a 2013 Share Incentive Plan (“2013 Plan”), which was approved by the Board of Directors of the Company, to replace the Plans. The awards granted and outstanding under the Plans will survive and remain effective and binding under the 2013 Plan, subject to certain amendments to the original award agreements. The adoption of 2013 Plan did not result in any significant incremental share-based compensation expenses. The 2013 Plan was replaced by a share incentive plan entitled “Share Incentive Plan” containing substantially the same terms as the 2013 Plan on November 13, 2014. | ||||||||||
Share option exchange program | ||||||||||
On December 20, 2013, the Company launched a one-time stock option exchange program (the “Program”) pursuant to which eligible employees were able to exchange certain unvested RSUs for share options with the exercise price of US$3.96. Our named executive officers and members of our Board of Directors were not eligible to participate in the Program. The Program expired on December 27, 2013. As a result of the Program, 7,954,526 unvested RSUs were accepted for exchange and were cancelled effective as of the expiration of the Program, and in exchange for those RSUs, the Company issued options to purchase 23,863,578 ordinary shares to the employees who participated in the Program. The new awards are subject to the original vesting schedule with the corresponding exchanged RSUs. The Company accounted for the Program as a probable to probable modification and expected to take a modification charge for the incremental compensation costs of RMB89,030 as a result of the exchange over the remaining vesting periods of 1 to 6 years. | ||||||||||
1)Employee awards | ||||||||||
The non-vested ordinary shares, RSUs and share options are scheduled to be vested over three to six years: | ||||||||||
(1). One-third, one-fourth, one-fifth or one-sixth of the awards, depending on different vesting schedules of the 2013 Plans, shall be vested upon the end of the calendar year in which the awards were granted or the first anniversary dates of the grants; | ||||||||||
(2). The remaining of the awards shall be vested on straight line basis at the end of the remaining calendar or the anniversary years. | ||||||||||
Non-vested ordinary shares | ||||||||||
A summary of the non-vested ordinary shares activities for the years ended December 31, 2012, 2013 and 2014 is presented below: | ||||||||||
Number of Shares | Weighted-Average | |||||||||
Grant-Date Fair Value | ||||||||||
US$ | ||||||||||
Unvested at January 1, 2012 | 8,688,844 | 0.19 | ||||||||
Granted | — | |||||||||
Vested | (5,642,161 | ) | 0.16 | |||||||
Forfeited | (217,603 | ) | 0.17 | |||||||
Unvested at December 31, 2012 | 2,829,080 | 0.24 | ||||||||
Unvested at January 1, 2013 | 2,829,080 | 0.24 | ||||||||
Granted | — | |||||||||
Vested | (2,320,633 | ) | 0.24 | |||||||
Forfeited | (508,447 | ) | 0.24 | |||||||
Unvested at December 31, 2013 | — | — | ||||||||
No non-vested ordinary shares activities for the year ended December 31, 2014. | ||||||||||
For the years ended December 31, 2012, 2013 and 2014, total share-based compensation expenses recognized by the Group for the non-vested ordinary shares granted were RMB3,156, RMB1,142 and Nil, respectively. | ||||||||||
As of December 31, 2014, all share-based compensation expenses related to the non-vested ordinary shares granted have been recognized. | ||||||||||
RSUs | ||||||||||
a) Service-based RSUs | ||||||||||
A summary of the service-based RSUs activities for the years ended December 31, 2012, 2013 and 2014 is presented below: | ||||||||||
Number of RSUs | Weighted-Average | |||||||||
Grant-Date Fair Value | ||||||||||
Unvested at January 1, 2012 | 4,905,776 | 3.42 | ||||||||
Granted | 33,701,641 | 3.67 | ||||||||
Vested | (4,689,658 | ) | 3.59 | |||||||
Forfeited | (3,099,422 | ) | 3.63 | |||||||
Unvested at December 31, 2012 | 30,818,337 | 3.65 | ||||||||
Unvested at January 1, 2013 | 30,818,337 | 3.65 | ||||||||
Granted | 15,075,413 | 3.95 | ||||||||
RSUs exchanged in connection with the share option exchange program | (7,954,526 | ) | 3.83 | |||||||
Vested | (6,365,824 | ) | 3.62 | |||||||
Forfeited | (4,422,552 | ) | 3.66 | |||||||
Unvested at December 31, 2013 | 27,150,848 | 3.77 | ||||||||
Unvested at January 1, 2014 | 27,150,848 | 3.77 | ||||||||
Granted | 14,588,400 | 8.43 | ||||||||
Vested | (6,385,905 | ) | 3.71 | |||||||
Forfeited | (3,649,817 | ) | 5.07 | |||||||
Unvested at December 31, 2014 | 31,703,526 | 5.77 | ||||||||
For the years ended December 31, 2012, 2013 and 2014, total share-based compensation expenses recognized by the Company for the service-based RSUs granted were RMB215,713, RMB254,124 and RMB 386,632 , respectively. | ||||||||||
As of December 31, 2014, there were RMB794,926 of unrecognized share-based compensation expenses related to the service-based RSUs granted. The expenses are expected to be recognized over a weighted-average period of 5.0 years. | ||||||||||
b) Performance-based RSUs | ||||||||||
The Company granted Nil, Nil and 1,515,151 performance-based RSUs to its employees for the years ended December 31, 2012, 2013, and 2014, respectively. | ||||||||||
A summary of the performance-based RSUs activities for the year ended December 31, 2014 is presented below: | ||||||||||
Number of RSUs | Weighted-Average | |||||||||
Grant-Date Fair Value | ||||||||||
Unvested at January 1, 2014 | — | — | ||||||||
Granted | 1,515,151 | 6.33 | ||||||||
Vested | — | — | ||||||||
Forfeited | (48,493 | ) | 6.33 | |||||||
Unvested at December 31, 2014 | 1,466,658 | 6.33 | ||||||||
For the years ended December 31, 2012, 2013 and 2014, total share-based compensation expenses recognized by the Company for the performance-based RSUs granted were Nil, Nil and RMB 14,124, respectively. | ||||||||||
As of December 31, 2014, there were RMB17,912 of unrecognized share-based compensation expenses related to the performance-based RSUs granted. The expenses are expected to be recognized over a weighted-average period of 4.3 years. | ||||||||||
Share Options | ||||||||||
The Company granted Nil, 3,048,750 and 2,745,000 service-based share options to its employees for the years ended December 31, 2012, 2013 and 2014, respectively. In December, 2013, the Company launched a one-time stock option exchange program under which 7,954,526 RSUs were exchanged for 23,863,578 share options, with the exercise price of US$3.96. | ||||||||||
The summary of the service-based share options activities for the years ended December 31, 2013 and 2014 is presented below: | ||||||||||
Share options | Number of share | Weighted | Weighted | Aggregate | ||||||
options | Average | Average | Intrinsic Value | |||||||
Exercise Price | Remaining | |||||||||
Contractual | ||||||||||
Term (years) | ||||||||||
US$ | US$ | |||||||||
Outstanding as of January 1, 2013 | — | |||||||||
Granted | 3,048,750 | 3.96 | ||||||||
Share options exchanged in connection with the share option exchange program | 23,863,578 | 3.96 | ||||||||
Exercised | — | |||||||||
Forfeited or cancelled | — | |||||||||
Expired | — | |||||||||
Outstanding as of December 31, 2013 | 26,912,328 | 3.96 | 9.4 | — | ||||||
Granted | 2,745,000 | 8.2 | ||||||||
Exercised | (849,844 | ) | 3.96 | |||||||
Forfeited or cancelled | (2,606,232 | ) | 4.31 | |||||||
Expired | — | |||||||||
Outstanding as of December 31, 2014 | 26,201,252 | 4.37 | 8.5 | 189,729 | ||||||
Vested and expected to vest as of December 31, 2014 | 23,581,127 | 4.37 | 8.5 | 170,756 | ||||||
Exercisable as of December 31, 2014 | 5,199,818 | 3.96 | 8.5 | 39,571 | ||||||
No options were granted for the year ended December 31, 2012. The weighted average grant date fair value of options granted for the years ended December 31, 2013 and 2014 was US$1.94 and US$4.48 per share, respectively. | ||||||||||
No options were exercised for the year ended December 31, 2013. The total intrinsic value of options exercised during the year ended December 31, 2014 was US$6,648. The intrinsic value is calculated as the difference between the market value on the date of exercise and the exercise price of the share options. Cash receivable from the exercises of share options of the Company during the year ended December 31, 2014 was US$3,365. | ||||||||||
For the years ended December 31, 2012, 2013 and 2014, total share-based compensation expenses recognized by the Group for the share options granted were Nil, RMB4,007 and RMB115,469, respectively. As of December 31, 2014, there were RMB184,446 of unrecognized share-based compensation expenses related to the share options granted. The expenses are expected to be recognized over a weighted-average period of 4.8 years. | ||||||||||
The estimated fair value of each option grant is estimated on the date of grant using the Binominal option-pricing model with the following assumptions: | ||||||||||
2013 | 2014 | |||||||||
Expected volatility | 47%~50% | 52%~53% | ||||||||
Risk-free interest rate (per annum) | 1.83%~2.91% | 2.42%~3.5% | ||||||||
Exercise multiples | 2.8 | 2.8 | ||||||||
Expected dividend yield | — | — | ||||||||
Expected term (in years) | 7.4~10.0 | 10.0 | ||||||||
Fair value of the underlying shares on the date of option grants (US$) | 3.96 | 6.33~12.51 | ||||||||
The Group estimated the risk free rate based on the yield to maturity of U.S. treasury bonds denominated in USD at the option valuation date. The exercise multiple is estimated as the ratio of fair value of underlying shares over the exercise price as at the time the option is exercised, based on a consideration of research study regarding exercise pattern based on historical statistical data. Expected term is the contract life of the option. The expected volatility at the date of grant date and each option valuation date was estimated based on the historical stock price volatility of listed comparable companies over a period comparable to the expected term of the options. The Group has never declared or paid any cash dividends on its capital stock, and the Group does not anticipate any dividend payments in the foreseeable future. | ||||||||||
2) Non-employee awards | ||||||||||
RSUs | ||||||||||
A summary of activities for the non-employee RSUs for the years ended December 31, 2012, 2013 and 2014 is presented below: | ||||||||||
Number of RSUs | Weighted-Average | |||||||||
Grant-Date Fair Value | ||||||||||
US$ | ||||||||||
Unvested at January 1, 2012 | — | |||||||||
Granted | 263,770 | 3.67 | ||||||||
Vested | (263,770 | ) | 3.67 | |||||||
Unvested at December 31, 2012 | — | |||||||||
Unvested at January 1, 2013 | — | |||||||||
Granted | 107,992 | 3.96 | ||||||||
Vested | (77,992 | ) | 3.96 | |||||||
Unvested at December 31, 2013 | 30,000 | 3.96 | ||||||||
Unvested at January 1, 2014 | 30,000 | 3.96 | ||||||||
Granted | 389,965 | 7.89 | ||||||||
Vested | (5,000 | ) | 3.96 | |||||||
Unvested at December 31, 2014 | 414,965 | 7.65 | ||||||||
For the years ended December 31, 2012, 2013 and 2014, total share-based compensation expenses recognized for the non-employee RSUs granted were RMB6,170 , RMB1,900 and RMB15,917, respectively. | ||||||||||
As of December 31, 2014, there were RMB14,090 of unrecognized share-based compensation expenses related to the RSUs granted. The expenses are expected to be recognized over a weighted-average period of 2.8 years. | ||||||||||
3)Founder awards | ||||||||||
On March 11, 2014, the Company approved a grant of 93,780,970 RSUs to the Founder. The share awards were immediately vested and the Company recorded a share-based compensation charge of RMB3,685,041 for the year ended December 31, 2014. The grant date fair value of the awards was US$ 6.3. | ||||||||||
Net_loss_per_share
Net loss per share | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Net loss per share | ||||||||
Net loss per share | ||||||||
24. Net loss per share | ||||||||
Basic and diluted net loss per share for each of the years presented are calculated as follows: | ||||||||
For the year ended December 31, | ||||||||
2012 | 2013 | 2014 | ||||||
RMB | RMB | RMB | ||||||
Numerator: | ||||||||
Net loss | (1,729,473 | ) | (49,899 | ) | (4,996,358 | ) | ||
Series C Preferred Shares redemption value accretion | (1,587,454 | ) | (2,435,366 | ) | (7,957,640 | ) | ||
Net loss attributable to the holders of permanent equity securities | (3,316,927 | ) | (2,485,265 | ) | (12,953,998 | ) | ||
Numerator for basic net loss per share of permanent equity securities | (3,316,927 | ) | (2,485,265 | ) | (12,953,998 | ) | ||
Numerator for diluted net loss per share of permanent equity securities | (3,316,927 | ) | (2,485,265 | ) | (12,953,998 | ) | ||
Denominator: | ||||||||
Weighted average number of permanent equity securities — basic | 1,523,639,783 | 1,694,495,048 | 2,419,668,247 | |||||
Weighted average number of permanent equity securities — diluted | 1,523,639,783 | 1,694,495,048 | 2,419,668,247 | |||||
Basic net loss per share attributable to the holders of permanent equity securities | (2.18 | ) | (1.47 | ) | (5.35 | ) | ||
Diluted net loss per share attributable to the holders of permanent equity securities | (2.18 | ) | (1.47 | ) | (5.35 | ) | ||
Generally, basic net loss per share is computed using the weighted average number of ordinary shares outstanding during the period. Diluted net loss per share is computed using the weighted average number of ordinary shares and dilutive potential ordinary shares outstanding during the period. | ||||||||
As a result of the modification of the Series A, A-1 and B Preferred Shares on September 21, 2010, the Series A, A-1 and B Preferred Shares were classified as separate classes of permanent equity securities with no senior or prior rights to ordinary shares, except for the dividend rights. Accordingly for the years ended December 31, 2012, 2013 and 2014, the “two-class” method is required to be used for the calculation of net loss per share. Since the Company did not declare any dividends for the years ended December 31, 2012, 2013 and 2014, the net loss per share attributable to each class would be the same under the “two-class” method for the years ended December 31, 2012, 2013 and 2014. As such, the three classes of shares have been presented on a combined basis in the Consolidated Statements of Operations and Comprehensive Loss and in the above computation of net loss per share. | ||||||||
Diluted net loss per share is computed using the weighted average number of ordinary shares, Series A, A-1 and B Preferred Shares and dilutive potential ordinary shares outstanding during the respective year. The potentially dilutive securities that were not included in the calculation of diluted net loss per share in the periods presented where their inclusion would be anti-dilutive include non-vested ordinary shares, RSUs and options to purchase ordinary shares of 27,484,412, 33,084,709 and 63,453,677 and Warrants-C of 8,303,024, Nil and Nil for the years ended December 31, 2012, 2013 and 2014 on a weighted average basis, respectively. For the years ended December 31, 2012, 2013 and 2014, the assumed conversion of the Series C Preferred Shares was anti-dilutive and excluded from the calculation of diluted net loss per share. | ||||||||
Related_party_transactions
Related party transactions | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Related party transactions | ||||||||
Related party transactions | ||||||||
25. Related party transactions | ||||||||
The table below sets forth the major related parties and their relationships with the Group as of December 31, 2014: | ||||||||
Name of related parties | Relationship with the Group | |||||||
Tencent and its subsidiaries (“Tencent Group”) | Tencent is a shareholder of the Group | |||||||
Shanghai Icson and its subsidiaries (“Shanghai Icson Group”) | An investee of the Group | |||||||
Hangzhou Gubei Electronic Technology Co., Ltd. (“Hangzhou Gubei”) | An investee of the Group | |||||||
PICOOC Technology Ltd. (“PICOOC”) | An investee of the Group | |||||||
Jiangsu Suqian Network Co., Ltd. | Controlled by an individual related to the Founder | |||||||
Beijing Haoyaoshi Medicine Co., Ltd.(“Haoyaoshi”) | An investee of the Group, and the Group disposed the equity investment in August 2013 | |||||||
(a)The Group entered into the following transactions with related parties: | ||||||||
For the year ended December 31, | ||||||||
Transactions | 2012 | 2013 | 2014 | |||||
RMB | RMB | RMB | ||||||
Revenues: | ||||||||
Service and sales of goods to Shanghai Icson Group | — | — | 164,811 | |||||
Commission service revenue from cooperation on advertising business with Tencent Group | — | — | 95,287 | |||||
Online marketplace service provided to Haoyaoshi* | 8,391 | 8,297 | — | |||||
Online marketplace services provided to Tencent Group | — | — | 272 | |||||
Cost and expenses: | ||||||||
Service and purchases from Shanghai Icson Group | — | — | 103,976 | |||||
Purchase of advertising resources from Tencent Group | — | — | 88,076 | |||||
Purchase of goods from PICOOC | — | — | 12,383 | |||||
Purchase of goods from Hangzhou Gubei | — | — | 2,178 | |||||
Others: | ||||||||
Loan repayment from Jiangsu Suqian Network Co., Ltd. | 1,500 | — | — | |||||
(b) The Group had the following balances with related parties: | ||||||||
As of December 31, | ||||||||
2013 | 2014 | |||||||
RMB | RMB | |||||||
Due from Shanghai Icson Group | — | 237,365 | ||||||
Due from Tencent Group | — | 174,949 | ||||||
Total | — | 412,314 | ||||||
Due to Tencent Group | — | (321,066 | ) | |||||
Due to PICOOC for purchase of goods | — | (3,254 | ) | |||||
Due to Hangzhou Gubei for purchase of goods | — | (799 | ) | |||||
Total | — | (325,119 | ) | |||||
* Haoyaoshi is a merchant of the Company’s online marketplace. The Company provided related services to Haoyaoshi, and collected the payments from customers on behalf of Haoyaoshi. | ||||||||
Employee_benefit
Employee benefit | 12 Months Ended |
Dec. 31, 2014 | |
Employee benefit | |
Employee benefit | |
26. Employee benefit | |
Full time employees of the Group in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are provided to the employees. Chinese labor regulations require that the PRC subsidiaries and VIEs and VIEs’ subsidiaries of the Group make contributions to the government for these benefits based on certain percentages of the employees’ salaries, up to a maximum amount specified by the local government. The Group has no legal obligation for the benefits beyond the contributions made. The total amounts for such employee benefit expenses, which were expensed as incurred, were approximately RMB528,524, RMB618,052 and RMB903,494 for the years ended December 31, 2012, 2013 and 2014, respectively. | |
Lines_of_credit
Lines of credit | 12 Months Ended |
Dec. 31, 2014 | |
Line of credit | |
Lines of credit | |
27. Lines of credit | |
As of December 31, 2014, the Group had agreements with fourteen PRC commercial banks for unsecured revolving lines of credit, and increased its revolving lines of credit to RMB9.9 billion. The Company was in compliance with the financial covenants, if any, under those lines of credit as of December 31, 2014. | |
As of December 31, 2014, under the lines of credit, the Company had no outstanding borrowings and RMB3,102,590 reserved for the issuances of bank acceptance, and RMB473,003 reserved for supply chain financing guarantees. | |
Commitments_and_contingencies
Commitments and contingencies | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Commitments and contingencies | ||||||||
Commitments and contingencies | ||||||||
28. Commitments and contingencies | ||||||||
Operating lease commitments | ||||||||
The Group leases office, fulfillment centers and bandwidth under non-cancelable operating lease agreements. The rental and bandwidth leasing expenses were RMB419,235, RMB621,629 and RMB1,084,264 for the years ended December 31, 2012, 2013 and 2014, respectively, and were charged to Consolidated Statements of Operations and Comprehensive Loss when incurred. | ||||||||
Future minimum lease payments under non-cancelable operating lease agreements with initial terms of one year or more consist of the following: | ||||||||
Office and fulfillment | Bandwidth | Total | ||||||
centers rental | leasing | |||||||
RMB | RMB | RMB | ||||||
2015 | 655,815 | 210,815 | 866,630 | |||||
2016 | 320,434 | 77,640 | 398,074 | |||||
2017 | 191,118 | 71,472 | 262,590 | |||||
2018 | 135,168 | 71,472 | 206,640 | |||||
2019 | 109,672 | 71,472 | 181,144 | |||||
2020 and thereafter | 176,299 | 44,063 | 220,362 | |||||
1,588,506 | 546,934 | 2,135,440 | ||||||
Capital commitments | ||||||||
The Group’s capital commitments primarily relate to commitments on construction of office building and warehouses. Total capital commitments contracted but not yet reflected in the consolidated financial statements amounted to RMB669,298 as of December 31, 2014. All of these capital commitments will be fulfilled in the following years according to the construction progress. | ||||||||
Legal proceedings | ||||||||
From time to time, the Group is subject to legal proceedings and claims in the ordinary course of business. Third parties assert patent infringement claims against the Group from time to time in the form of letters, lawsuits and other forms of communication. In addition, from time to time, the Group receives notification from customers claiming that they are entitled to indemnification or other obligations from the Group related to infringement claims made against them by third parties. Litigation, even if the Group is ultimately successful, can be costly and divert management’s attention away from the day-to-day operations of the Group. | ||||||||
The Group records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Group reviews the need for any such liability on a regular basis. The Group has not recorded any material liabilities as of December 31, 2012, 2013 and 2014. | ||||||||
Restricted_net_assets
Restricted net assets | 12 Months Ended |
Dec. 31, 2014 | |
Restricted net assets | |
Restricted net assets | |
29. Restricted net assets | |
The Group’s ability to pay dividends is primarily dependent on the Group receiving distributions of funds from its subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by the Group’s subsidiaries, VIEs and VIEs’ subsidiaries incorporated in PRC only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of the Group’s subsidiaries. | |
In accordance with the PRC Regulations on Enterprises with Foreign Investment and their articles of association, a foreign invested enterprise established in the PRC is required to provide certain statutory reserve funds, namely general reserve fund, the enterprise expansion fund and staff welfare and bonus fund which are appropriated from net profits as reported in the enterprise’s PRC statutory financial statements. A foreign invested enterprise is required to allocate at least 10% of its annual after-tax profits to the general reserve fund until such reserve fund has reached 50% of its registered capital based on the enterprise’s PRC statutory financial statements. Appropriations to the enterprise expansion fund and staff welfare and bonus fund are at the discretion of the board of directors for all foreign invested enterprises. The aforementioned reserved funds can only be used for specific purposes and are not distributable as cash dividends. | |
Additionally, in accordance with the Company Law of the PRC, a domestic enterprise is required to provide statutory surplus fund at least 10% of its annual after-tax profits until such statutory surplus fund has reached 50% of its registered capital based on the enterprise’s PRC statutory financial statements. A domestic enterprise is also required to provide discretionary surplus fund, at the discretion of the board of directors, from the net profits reported in the enterprise’s PRC statutory financial statements. The aforementioned reserve funds can only be used for specific purposes and are not distributable as cash dividends. | |
As a result of these PRC laws and regulations that require annual appropriations of 10% of net after-tax profits to be set aside prior to payment of dividends as general reserve fund or statutory surplus fund, the Group’s PRC subsidiaries, VIEs and VIEs’ subsidiaries are restricted in their ability to transfer a portion of their net assets to the Company. | |
Amounts restricted include paid-in capital and statutory reserve funds, as determined pursuant to PRC GAAP, totaling approximately RMB14,967,957 as of December 31, 2014; therefore in accordance with Rules 4.08 (e) (3) of Regulation S-X, the condensed parent company only financial statements as of December 31, 2013 and 2014 and for the years ended December 31, 2012, 2013 and 2014 are disclosed in Note 31. | |
Subsequent_events
Subsequent events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent events | |
Subsequent events | |
30. Subsequent events | |
Transaction with Bitauto Holdings Limited | |
On January 9, 2015, the Company, Bitauto Holdings Limited (“Bitauto”) and Tencent entered into a series of share subscription and business cooperation agreements to jointly provide enhanced online automotive transaction services across China, pursuant to which the Company will hold 15,689,443 newly issued ordinary shares of Bitauto (“subscription shares”) upon completion of this transaction, representing 25% of the ordinary shares of Bitauto on a fully diluted basis. In exchange of the subscription shares, the Company will invest a combination of cash of US$400,000 and certain resources, including exclusive access to the new and used car channels on the Company’s e-commerce websites and mobile apps as well as additional support from the Company including traffic and advertising for a period of 5 years. The above transaction was completed on February 16, 2015. On the same date, the Company also invested US$100,000 to subscribe newly issued series A preferred shares of Yixin Capital Limited (“Yixin Capital”), which is a subsidiary of Bitauto, representing a 17.7% equity interest on a fully diluted basis. | |
Parent_company_only_condensed_
Parent company only condensed financial information | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Parent company only condensed financial information | ||||||||||
Parent company only condensed financial information | ||||||||||
31. Parent company only condensed financial information | ||||||||||
The Company performed a test on the restricted net assets of consolidated subsidiaries, VIEs and VIEs’ subsidiaries in accordance with Securities and Exchange Commission Regulation S-X Rule 4-08 (e) (3), “General Notes to Financial Statements” and concluded that it was applicable for the Company to disclose the financial information for the parent company. | ||||||||||
The subsidiaries did not pay any dividend to the Company for the years presented. Certain information and footnote disclosures generally included in financial statements prepared in accordance with U.S. GAAP have been condensed and omitted. The footnote disclosures contain supplemental information relating to the operations of the Company, as such, these statements should be read in conjunction with the notes to the consolidated financial statements of the Company. | ||||||||||
The Company did not have significant capital and other commitments, long-term obligations, or guarantees as of December 31, 2014 | ||||||||||
Condensed Balance Sheet | ||||||||||
As of December 31, | ||||||||||
2013 | 2014 | |||||||||
RMB | RMB | US$ | ||||||||
Note 2(e) | ||||||||||
ASSETS | ||||||||||
Current assets: | ||||||||||
Cash and cash equivalents | 12,475 | 8,128,802 | 1,310,125 | |||||||
Short-term investments | — | 6,119,000 | 986,204 | |||||||
Prepayments and other current assets | — | 66,209 | 10,671 | |||||||
Amount due from related parties | — | 170,592 | 27,494 | |||||||
Total current assets | 12,475 | 14,484,603 | 2,334,494 | |||||||
Non-current assets: | ||||||||||
Investments in subsidiaries and VIEs | 9,237,302 | 16,563,755 | 2,669,593 | |||||||
Intangible assets, net | 1,845 | 6,456,198 | 1,040,550 | |||||||
Total non-current assets | 9,239,147 | 23,019,953 | 3,710,143 | |||||||
Total assets | 9,251,622 | 37,504,556 | 6,044,637 | |||||||
LIABILITIES | ||||||||||
Current liabilities: | ||||||||||
Accrued expenses and other liabilities | 11,794 | 6,489 | 1,045 | |||||||
Total liabilities | 11,794 | 6,489 | 1,045 | |||||||
As of December 31, | ||||||||||
2013 | 2014 | |||||||||
RMB | RMB | US$ | ||||||||
Note2(e) | ||||||||||
MEZZANINE EQUITY | ||||||||||
Series C convertible redeemable preferred share (US$0.00002 par value; 258,316,305 shares authorized, issued and outstanding as of December 31, 2013; Redemption value of RMB7,918,251 and Liquidation value of RMB1,219,380 as of December 31, 2013; None issued and outstanding as of December 31, 2014) | 7,173,263 | — | — | |||||||
SHAREHOLDERS’ EQUITY: | ||||||||||
Series A and A-1 convertible preferred shares (US$0.00002 par value; 221,360,925 shares authorized, 191,894,000 shares issued and outstanding as of December 31, 2013; None issued and outstanding as of December 31, 2014) | 255,850 | — | — | |||||||
Series B convertible preferred shares (US$0.00002 par value; 84,786,405 shares authorized, 59,539,244 shares issued and outstanding as of December 31, 2013; None issued and outstanding as of December 31, 2014) | 88,241 | — | — | |||||||
Ordinary shares (US$0.00002 par value, 2,435,536,365 shares authorized, 1,502,933,134 shares issued and 1,463,654,092 shares outstanding as of December 31, 2013; and 100,000,000,000 shares authorized, 2,237,460,751 Class A ordinary shares issued and 2,208,310,595 outstanding, 556,295,899 Class B ordinary shares issued and 523,407,762 Class B ordinary shares outstanding as of December 31, 2014) | 199 | 358 | 58 | |||||||
Additional paid-in capital | 6,251,869 | 47,131,172 | 7,596,166 | |||||||
Statutory reserves | 2,648 | 15,009 | 2,419 | |||||||
Treasury stock | — | (4 | ) | (1 | ) | |||||
Accumulated deficit | (4,263,624 | ) | (9,272,343 | ) | (1,494,430 | ) | ||||
Accumulated other comprehensive loss | (268,618 | ) | (376,125 | ) | (60,620 | ) | ||||
Total shareholders’ equity | 2,066,565 | 37,498,067 | 6,043,592 | |||||||
Total liabilities, mezzanine equity and shareholders’ equity | 9,251,622 | 37,504,556 | 6,044,637 | |||||||
Condensed Statements of Operations and Comprehensive Loss | ||||||||||
For the year ended December 31, | ||||||||||
2012 | 2013 | 2014 | ||||||||
RMB | RMB | RMB | US$ | |||||||
Operating expenses | ||||||||||
Marketing | — | — | (915,455 | ) | (147,545 | ) | ||||
General and administrative | (18,581 | ) | (4,065 | ) | (3,834,699 | ) | (618,041 | ) | ||
Loss from operations | (18,581 | ) | (4,065 | ) | (4,750,154 | ) | (765,586 | ) | ||
Equity in loss of subsidiaries and VIEs | (1,750,074 | ) | (164,843 | ) | (449,816 | ) | (72,497 | ) | ||
Interest income, net | 37,190 | 3,987 | 183,294 | 29,542 | ||||||
Others, net | 1,992 | 115,022 | 20,318 | 3,275 | ||||||
Net loss | (1,729,473 | ) | (49,899 | ) | (4,996,358 | ) | (805,266 | ) | ||
Preferred shares redemption value accretion | (1,587,454 | ) | (2,435,366 | ) | (7,957,640 | ) | (1,282,539 | ) | ||
Net loss attributable to holders of permanent equity securities | (3,316,927 | ) | (2,485,265 | ) | (12,953,998 | ) | (2,087,805 | ) | ||
Net loss | (1,729,473 | ) | (49,899 | ) | (4,996,358 | ) | (805,266 | ) | ||
Other comprehensive loss: | ||||||||||
Foreign currency translation adjustments | (7,546 | ) | (137,921 | ) | (121,612 | ) | (19,600 | ) | ||
Net change in unrealized gains on available-for-sale securities: | ||||||||||
Unrealized gains, nil of tax | — | 96,501 | 71,286 | 11,489 | ||||||
Reclassification adjustment for gains included in interest income, nil of tax | — | (73,277 | ) | (57,181 | ) | (9,216 | ) | |||
Net unrealized gains on available-for-sale securities | — | 23,224 | 14,105 | 2,273 | ||||||
Total other comprehensive loss | (7,546 | ) | (114,697 | ) | (107,507 | ) | (17,327 | ) | ||
Comprehensive loss | (1,737,019 | ) | (164,596 | ) | (5,103,865 | ) | (822,593 | ) | ||
Condensed Statements of Cash Flow | ||||||||||
For the year ended December 31, | ||||||||||
2012 | 2013 | 2014 | ||||||||
RMB | RMB | RMB | US$ | |||||||
Net cash provided by/ (used in)operating activities | 35,559 | (1,209 | ) | 101,150 | 16,302 | |||||
Net cash used in investing activities | (3,574,993 | ) | (5,399,613 | ) | (9,069,394 | ) | (1,461,721 | ) | ||
Net cash provided by financing activities | 1,981,595 | 2,720,076 | 17,447,655 | 2,812,052 | ||||||
Effect of exchange rate changes on cash and cash equivalents | (6,445 | ) | (51,988 | ) | (363,084 | ) | (58,519 | ) | ||
Net (decrease)/increase in cash and cash equivalents | (1,564,284 | ) | (2,732,734 | ) | 8,116,327 | 1,308,114 | ||||
Cash and cash equivalents at beginning of year | 4,309,493 | 2,745,209 | 12,475 | 2,011 | ||||||
Cash and cash equivalents at end of year | 2,745,209 | 12,475 | 8,128,802 | 1,310,125 | ||||||
Basis of presentation | ||||||||||
The Company’s accounting policies are the same as the Group’s accounting policies with the exception of the accounting for the investments in subsidiaries, VIEs and VIEs’ subsidiaries. | ||||||||||
For the Company only condensed financial information, the Company records its investments in subsidiaries, VIEs and VIEs’ subsidiaries under the equity method of accounting as prescribed in ASC 323, Investments-Equity Method and Joint Ventures. Such investments are presented on the condensed balance sheets as “Investment in subsidiaries and VIEs” and the subsidiaries and VIEs’ loss as “Equity in loss of subsidiaries and VIEs” on the Condensed Statements of Operations and Comprehensive Loss. The parent company only condensed financial information should be read in conjunction with the Group’ consolidated financial statements. | ||||||||||
Summary_of_significant_account1
Summary of significant accounting policies (Policies) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Summary of significant accounting policies | ||||
Basis of presentation | ||||
a.Basis of presentation | ||||
The consolidated financial statements of the Group have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”). Significant accounting policies followed by the Group in the preparation of the accompanying consolidated financial statements are summarized below. | ||||
Principles of consolidation | ||||
b.Principles of consolidation | ||||
The consolidated financial statements of the Group have been prepared in accordance with U.S. GAAP. The consolidated financial statements include the financial statements of the Company, its subsidiaries, the VIEs and VIEs’ subsidiaries for which the Company is the ultimate primary beneficiary. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. | ||||
A VIE is an entity in which the Company, or its subsidiary, through contractual arrangements, bears the risks of, and enjoys the rewards normally associated with, ownership of the entity, and therefore the Company or its subsidiary is the primary beneficiary of the entity. | ||||
All transactions and balances among the Company, its subsidiaries, the VIEs and VIEs’ subsidiaries have been eliminated upon consolidation. | ||||
Use of estimates | ||||
c.Use of estimates | ||||
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent liabilities at the balance sheet date, and the reported revenues and expenses during the reported period in the consolidated financial statements and accompanying notes. Significant accounting estimates are used for, but not limited to, sales returns, vendor and customer incentives, the valuation and recognition of share-based compensation arrangements, realization of deferred tax assets, fair value of assets and liabilities acquired in business combinations, assessment for impairment of long-lived assets, investment in equity investees, investment securities, intangible assets and goodwill, allowance for doubtful accounts, inventory valuation for excess and obsolete inventories, lower of cost and market value of inventories, depreciable lives of property, equipment and software, useful life of intangible assets and redemption value of the redeemable preferred shares. Actual results may differ materially from those estimates. | ||||
Foreign currency translation | ||||
d.Foreign currency translation | ||||
The Group’s reporting currency is Renminbi (“RMB”). The functional currency of the Group’s entities incorporated in Cayman Islands, British Virgin Islands (“BVI”) and Hong Kong (“HK”) is the United States dollars (“US$”). The Group’s PRC subsidiaries, VIEs and VIEs’ subsidiaries determined their functional currency to be RMB. The determination of the respective functional currency is based on the criteria of ASC 830, Foreign Currency Matters. | ||||
Transactions denominated in currencies other than functional currency are translated into functional currency at the exchange rates quoted by authoritative banks prevailing at the dates of the transactions. Exchange gains and losses resulting from those foreign currency transactions denominated in a currency other than the functional currency are recorded as a component of Others, net in the Consolidated Statements of Operations and Comprehensive Loss. Total exchange gains were RMB13,762 and RMB92,761 for the years ended December 31, 2012 and 2013, respectively, and total exchange losses were RMB28,980 for the year ended December 31, 2014. | ||||
The financial statements of the Group are translated from the functional currency into RMB. Assets and liabilities denominated in foreign currencies are translated into RMB using the applicable exchange rates at the balance sheet date. Equity accounts other than earnings generated in current period are translated into RMB at the appropriate historical rates. Revenues, expenses, gains and losses are translated into RMB using the periodic average exchange rates. The resulting foreign currency translation adjustments are recorded as a component of accumulated other comprehensive income or loss in the Consolidated Statements of Changes in Shareholders’ Equity. Total foreign currency translation adjustment losses were RMB7,546, RMB137,921 and RMB121,612 for the years ended December 31, 2012, 2013 and 2014, respectively. The grant-date fair value of the Group’s share-based awards is reported in US$ as the respective valuation is conducted on US$ basis. | ||||
Convenience translation | ||||
e.Convenience translation | ||||
Translations of balances in the Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive Loss and Consolidated Statements of Cash Flows from RMB into US$ as of and for the year ended December 31, 2014 are solely for the convenience of the readers and were calculated at the rate of US$1.00=B6.2046, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on December 31, 2014. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2014, or at any other rate. | ||||
Cash and cash equivalents | ||||
f.Cash and cash equivalents | ||||
Cash and cash equivalents consist of cash on hand, time deposits, as well as highly liquid investments, some of which are subject to certain penalty as to early withdrawal, which have original maturities of three months or less. | ||||
Restricted cash | ||||
g.Restricted cash | ||||
Cash that is restricted as to withdrawal for use or pledged as security is reported separately on the face of the Consolidated Balance Sheets, and is not included in the total cash and cash equivalents in the Consolidated Statements of Cash Flows. The Group’s restricted cash mainly represents (a) the secured deposits held in designated bank accounts for issuance of bank acceptance and letter of guarantee; (b) time deposits that are pledged for short-term loan; and (c) deposits held in designated bank accounts for capital verification of establishment of new entities. | ||||
Short-term investments | ||||
h.Short-term investments | ||||
The Group classifies the short-term investment in debt securities as “available-for-sale”. The Group made certain deposits with variable interest rates or principal not-guaranteed with certain financial institutions. These investments were recorded at fair market value with the unrealized gains or losses recorded as a component of accumulated other comprehensive income in the Consolidated Statements of Changes in Shareholders’ Equity. Realized gains are reflected as a component of interest income. | ||||
In addition, short-term investments are also comprised of time deposits placed with banks with original maturities longer than three months but less than one year. | ||||
The Group assesses whether there are any other-than-temporary impairment to its short-term investments due to declines in fair value or other market conditions. Declines in fair values that are considered other-than-temporary are recorded as an impairment loss in the Consolidated Statements of Operations and Comprehensive Loss. No impairment losses were recorded for the years ended December 31, 2012, 2013 and 2014. | ||||
Accounts receivable, net | ||||
i.Accounts receivable, net | ||||
Accounts receivable, net mainly represents amounts due from customers and online payment channels, are recorded net of allowance for doubtful accounts. The Group considers many factors in assessing the collectability of its accounts receivable, such as, the age of the amounts due, the customer’s payment history, credit-worthiness, financial conditions of the customers and industry trend. An allowance for doubtful accounts is recorded in the period in which a loss is determined to be probable. The Group also makes specific allowance if there is strong evidence indicating that the accounts receivable is likely to be unrecoverable. Accounts receivable balances are written off after all collection efforts have been exhausted. | ||||
Inventories, net | ||||
j.Inventories, net | ||||
Inventories, consisting of products available for sale, are stated at the lower of cost or market value. Cost of inventory is determined using the weighted average cost method. Adjustments are recorded to write down the cost of inventory to the estimated market value due to slow-moving merchandise and damaged goods, which is dependent upon factors such as historical and forecasted consumer demand, and promotional environment. The Group takes ownership, risks and rewards of the products purchased, but has arrangements to return unsold goods with certain vendors. Write downs are recorded in cost of revenues in the Consolidated Statements of Operations and Comprehensive Loss. | ||||
The Group also provides fulfillment-related services in connection with the Group’s online marketplace. Third-party sellers maintain ownership of their inventories and therefore these products are not included in the Group’s inventories. | ||||
Investment in equity investees | ||||
k.Investment in equity investees | ||||
Investment in equity investees represent the Company’s investments in privately held companies. The Company applies the equity method of accounting to account for an equity investment, in common stock or in-substance common stock, according to ASC 323 ‘‘Investment—Equity Method and Joint Ventures’’, over which it has significant influence but does not own a majority equity interest or otherwise control. | ||||
An investment in in-substance common stock is an investment in an entity that has risk and reward characteristics that are substantially similar to that entity’s common stock. The Company considers subordination, risks and rewards of ownership and obligation to transfer value when determining whether an investment in an entity is substantially similar to an investment in that entity’s common stock. | ||||
For other equity investments that are not considered as debt securities or equity securities that have readily determinable fair values and over which the Company has neither significant influence nor control through investments in common stock or in-substance common stock, the cost method of accounting is used. | ||||
The Company continually reviews its investment in equity investees to determine whether a decline in fair value to below the carrying value is other than temporary. The primary factors the Company considers in its determination are the length of time that the fair value of the investment is below the Company’s carrying value; the financial condition, operating performance and the prospects of the equity investee; and other company specific information such as recent financing rounds. If the decline in fair value is deemed to be other than temporary, the carrying value of the equity investee is written down to fair value. No impairment charges were recorded for the years ended December 31, 2012, 2013 and 2014, respectively. | ||||
Loan receivables, net | ||||
l.Loan receivables, net | ||||
Loan receivables consist primarily of micro loans services to small and medium size enterprises that are merchants on the Group’s online marketplace. Such amounts are recorded at the principal amount less allowance for doubtful accounts relating to micro loans, and include accrued interest receivable as of the balance sheet date. Allowance for doubtful accounts relating to micro loans represents the Group’s best estimate of the losses inherent in the outstanding portfolio of loans. The loan periods extended by the Group to the merchants generally range from 7 days to 182 days. Judgment is required to determine the allowance amounts and whether such amounts are adequate to cover potential bad debts, and periodic reviews are performed to ensure such amounts continue to reflect the best estimate of the losses inherent in the outstanding portfolio of loans. As of December 31, 2014, allowance for doubtful accounts relating to micro loans was insignificant. | ||||
Investment securities | ||||
m.Investment securities | ||||
The Company invests in marketable equity securities to meet business objectives. These marketable securities are reported at fair value, classified and accounted for as available-for-sale securities in investment securities. The treatment of a decline in the fair value of an individual security is based on whether the decline is other-than-temporary. The Company assesses its available-for-sale securities for other-than-temporary impairment by considering factors including, but not limited to, its ability and intent to hold the individual security, severity of the impairment, expected duration of the impairment and forecasted recovery of fair value. Investments classified as available-for-sale securities are reported at fair value with unrealized gains or losses, if any, recorded in accumulated other comprehensive income in shareholders’ equity. If the Company determines a decline in fair value is other-than-temporary, the cost basis of the individual security is written down to fair value as a new cost basis and the amount of the write-down is accounted for as a realized loss charged in the Consolidated Statement of Operations and Comprehensive loss. The fair value of the investment would not be adjusted for subsequent recoveries in fair value. | ||||
Property, equipment and software, net | ||||
n.Property, equipment and software, net | ||||
Property, equipment and software are stated at cost less accumulated depreciation and impairment. Property, equipment and software are depreciated at rates sufficient to write off their costs less impairment and residual value, if any, over the estimated useful lives on a straight-line basis. The estimated useful lives are as follows: | ||||
Category | Estimated Useful lives | |||
Electronic equipment | 3 years | |||
Office equipment | 5 years | |||
Vehicles | 5 years | |||
Logistic and warehouse equipment | 5 years | |||
Leasehold improvement | Over the shorter of the expected life of leasehold improvements or the lease term | |||
Software | 3-5 years | |||
Building | 40 years | |||
Repairs and maintenance costs are charged to expenses as incurred, whereas the cost of renewals and betterment that extends the useful lives of property, equipment and software are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the costs, accumulated depreciation and impairment with any resulting gain or loss recognized in the Consolidated Statements of Operations and Comprehensive Loss. | ||||
Construction in progress | ||||
o.Construction in progress | ||||
Direct costs that are related to the construction of property, equipment and software and incurred in connection with bringing the assets to their intended use are capitalized as construction in progress. Construction in progress is transferred to specific property, equipment and software items and the depreciation of these assets commences when the assets are ready for their intended use. As of December 31, 2013 and 2014, the balance of construction in progress were RMB1,237,644 and RMB1,928,899, which was primarily related to the construction of office buildings and warehouses. | ||||
Intangible assets, net | ||||
p.Intangible assets, net | ||||
Domain name and copyrights | ||||
Domain name and copyrights purchased from third parties are initially recorded at cost and amortized on a straight-line basis over the estimated economic useful lives of approximately ten years and two to five years, respectively. | ||||
Intangible assets arising from business combination | ||||
The Group performs valuation of the intangible assets arising from business combination to determine the relative fair value to be assigned to each asset acquired. The acquired intangible assets are recognized and measured at fair value and are expensed or amortized using the straight-line approach over the estimated economic useful life of the assets. | ||||
Land use rights, net | ||||
q.Land use rights, net | ||||
Land use rights are recorded at cost less accumulated amortization. Amortization is provided on a straight-line basis over the estimated useful lives which are generally 50 years and represent the shorter of the estimated usage periods or the terms of the agreements. | ||||
Goodwill | ||||
r.Goodwill | ||||
Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired in a business combination. | ||||
Goodwill is not depreciated or amortized but is tested for impairment on an annual basis as of December 31, and in between annual tests when an event occurs or circumstances change that could indicate that the asset might be impaired. In accordance with the FASB guidance on “Testing of Goodwill for Impairment,” a company first has the option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the company decides, as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is mandatory. Otherwise, no further testing is required. The quantitative impairment test consists of a comparison of the fair value of each reporting unit with its carrying amount, including goodwill. If the carrying amount of each reporting unit exceeds its fair value, an impairment loss equal to the difference between the implied fair value of the reporting unit’s goodwill and the carrying amount of goodwill will be recorded. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. The judgment in estimating the fair value of reporting units includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit. | ||||
No impairment loss was recognized for any of the periods presented. | ||||
Impairment of long-lived assets | ||||
s.Impairment of long-lived assets | ||||
Long-lived assets are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be fully recoverable or that the useful life is shorter than the Group had originally estimated. When these events occur, the Group evaluates the impairment for the long-lived assets by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Group recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. No impairment charge was recognized for any of the periods presented. | ||||
Fair value | ||||
t.Fair value | ||||
Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. | ||||
Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value: | ||||
Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | ||||
Level 2 — Include other inputs that are directly or indirectly observable in the marketplace. | ||||
Level 3 — Unobservable inputs which are supported by little or no market activity. | ||||
Accounting guidance also describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset. | ||||
Revenue | ||||
u.Revenue | ||||
The Group engages primarily in the sale of electronics and home appliance products and general merchandise products (including audio, video products and books) sourced from manufacturers, distributors and publishers in China on the internet through its website jd.com. The Group also offers an online marketplace that enables third-party sellers to sell their products to customers on jd.com. Customers place their orders for products online through the website jd.com. Payment for the purchased products is generally made either before delivery or upon delivery. | ||||
Consistent with the criteria of ASC 605, Revenue Recognition, the Group recognizes revenues when the following four revenue recognition criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the selling price is fixed or determinable, and (iv) collectability is reasonably assured. | ||||
In accordance with ASC 605, Revenue Recognition, the Group evaluates whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. When the Group is primarily obligated in a transaction, is subject to inventory risk, has latitude in establishing prices and selecting suppliers, or has several but not all of these indicators, revenues should be recorded on a gross basis. When the Group is not the primary obligor, doesn’t bear the inventory risk and doesn’t have the ability to establish the price, revenues are recorded on a net basis. | ||||
Revenue arrangements with multiple deliverables are divided into separate units of accounting and arrangement consideration is allocated using estimated selling prices if the Group does not have vendor-specific objective evidence or third-party evidence of the selling prices of the deliverables. | ||||
The Group recognizes revenue net of discounts and return allowances when the products are delivered and title passes to customers. Return allowances, which reduce net revenues, are estimated based on historical experiences. | ||||
The Group also sells prepaid cards which can be redeemed to purchase products sold by the Group. The cash collected from the sales of prepaid cards is initially recorded in advance from customers in the Consolidated Balance Sheets and subsequently recognized as revenues for the sales of the respective product when the prepaid cards are redeemed. | ||||
Revenue is recorded net of value-added taxes, business taxes and related surcharges. | ||||
Online Direct Sales | ||||
The Group primarily sells electronics and home appliance products and general merchandise products through online direct sales. The Group recognizes the revenues from the online direct sales on a gross basis as the Group is primarily obligated in these transactions, is subject to inventory risk, has latitude in establishing prices and selecting suppliers, or has met several but not all of these indicators. Revenues from the sales of electronics and home appliance products were RMB34,011,756, RMB56,814,078 and RMB90,890,026, and revenues from the sales of general merchandise products were RMB6,322,795, RMB10,203,899 and RMB17,659,232, for the years ended December 31, 2012, 2013 and 2014, respectively. | ||||
Services and Others | ||||
The revenues of services and others primarily consist of fees charged to third-party sellers for participating in the Group’s online marketplace, where the Group generally is not the primary obligor, does not bear the inventory risk, does not have the ability to establish the price and control the related shipping services when utilized by the online marketplace merchants. Upon successful sales at jd.com, the Group will charge the third-party sellers a negotiated amount or a fixed rate commission fee based on the sales amount. Commission fee revenues are recognized on a net basis at the point of delivery of products, net of return allowance. | ||||
The Group also provides online marketing services to merchants and suppliers on its various website channels and third party marketing affiliate’s websites, including but not limited to advertising placements such as banners, links, logos and buttons, and pay for performance marketing services on which merchants and suppliers are charged based on click on their products or service listings. The Group recognizes revenues from advertising placements ratably over the period during which the advertising services were provided, and recognizes revenues from pay for performance marketing services based on effective clicks. Advertising arrangements involving multiple deliverables are allocated into single-element arrangements based on their relative selling price in the absence of both vendor specific objective evidence and third party evidence, and the related revenue is recognized over the period during which the element is provided. Significant assumptions and estimates have been made in estimating the relative selling price of each single-element, and changes in judgments on these assumptions and estimates could materially impact the timing of advertising revenue recognition. The Group did not enter into material advertising-for-advertising barter transactions, or any other types of barter transactions. | ||||
The Group earns transaction fees from processing transactions for online payment customers. Revenues resulting from these transactions are recognized when transactions are completed. Transaction fee is charged based on certain criteria (such as account type and volume of payments received per month) for funds they receive. | ||||
The Group offers comprehensive customer services, primarily include 7*24 hours customer service to respond to customer post-sales requests, return and exchange service to facilitate customer’s return, exchange and repair of defective goods. These services are free of charge. The Group also provides return/exchange logistic service to the customers, of which the revenues recognized was not material for the periods presented. | ||||
Customer incentives and loyalty programs | ||||
v.Customer incentives and loyalty programs | ||||
The Group provides two types of discounted coupons, referred to as D Coupons and J Coupons, for free to its customers to incentivize purchase. | ||||
· | D Coupons are given to a customer upon their current purchase or can be given for free to promote future purchases. This coupon requires the customer to make future purchase of a minimum value in order to enjoy the value provided by the coupon. The right to purchase discounted products in the future is not considered an element of an arrangement within the scope of the multiple-element arrangements guidance in ASC 605, as the right does not represent a significant and incremental discount to the customer. The Group assesses the significance of the discount by considering its percentage of the total future minimum purchase value, historical usage pattern by the customers and relative outstanding volume and monetary value of D Coupons compared to the other discounts offered by the Group. D Coupons are accounted for as a reduction of revenue on the future purchase. | |||
· | J Coupons are given to a customer that has made a qualified purchase and is to be used on a future purchase, with no limitation as to the minimum value of the future purchase. Accordingly, the Group has determined that J Coupons awarded during a purchase activity are considered an element of an arrangement within the scope of ASC 605-25, as the J Coupons represent a significant and incremental discount to the customer. Therefore, the delivered products and the J Coupons awarded are treated as separate unit of accounting. The selling price of the J Coupons awarded is generally determined by management’s best estimate of the selling price in the absence of both vendor specific objective evidence and third party evidence. The amount allocated to the J Coupons is deferred and recognized when the J Coupons are redeemed or at the coupon’s expiration, whichever occurs first. J Coupons have an expiration of one year after issuance. For the years ended December 31, 2012, 2013 and 2014, the amount of expired J Coupons was not material. | |||
Registered customers may also earn loyalty points or J Beans, which was launched in October 2013, based on certain activities performed on the Group’s website such as purchasing merchandise or reviewing their buying experiences. Customers may redeem the loyalty points for J Coupons or J Beans to be used for future purchase of selected items without minimum purchase requirements. The Group considers loyalty points and J Beans awarded from sales of products and reviewing buying experiences to be part of its revenue generating activities, and such arrangements are considered to have multiple elements. Therefore, the sales consideration is allocated to the products and loyalty points or J Beans based on the relative selling price of the products and loyalty points or J Beans awarded. Consideration allocated to the loyalty points or J Beans is initially recorded as deferred revenues, and recognized as revenues when the J Coupons for which the loyalty points are redeemed are used, or when J Beans are used or expired. In October 2014, the Group terminated its loyalty points program and transferred all of the loyalty points to J Beans for the customer. J Beans will expire at the subsequent year end after issuance. For the year ended December 31, 2014, the amount of expired J Beans was not material. | ||||
Cost of revenues | ||||
w.Cost of revenues | ||||
Cost of revenues consists of purchase price of products, inbound shipping charges, write-downs of inventory and traffic acquisition costs related to online marketing services. Shipping charges to receive products from the suppliers are included in the inventories, and recognized as cost of revenues upon sale of the products to the customers. Payment processing and related transaction costs, including those associated with the sales transactions as well as packaging material costs, are classified in fulfillment in the Consolidated Statements of Operations and Comprehensive Loss. | ||||
Rebates and subsidies | ||||
x.Rebates and subsidies | ||||
The Group periodically receives consideration from certain vendors, representing rebates for products sold and subsidies for the sales of the vendors’ products over a period of time. The rebates are not sufficiently separable from the Group’s purchase of the vendors’ products and they do not represent a reimbursement of costs incurred by the Group to sell vendors’ products. The Group accounts for the rebates received from its vendors as a reduction to the price it pays for the products purchased and therefore the Group records such amounts as a reduction of cost of revenues when recognized in the Consolidated Statements of Operations and Comprehensive Loss. Rebates are earned based on reaching minimum purchase thresholds for a specified period. When volume rebates can be reasonably estimated based on the Group’s past experiences and current forecasts, a portion of the rebate is recognized as the Group makes progress towards the purchase threshold. Subsidies are calculated based on the volume of products sold through the Group and are recorded as a reduction of cost of revenues when the sales have been completed and the amount is determinable. | ||||
Fulfillment | ||||
y.Fulfillment | ||||
Fulfillment costs represent packaging material costs and those costs incurred in outbound shipping, operating and staffing the Group’s fulfillment and customer service centers, including costs attributable to buying, receiving, inspecting and warehousing inventories; picking, packaging and preparing customer orders for shipment; processing payment and related transaction costs and responding to inquiries from customers. Fulfillment costs also contain third party transaction fees, such as credit card processing and debit card processing fees. Shipping cost amounted to RMB1,615,912, RMB2,068,781 and RMB4,077,586 for the years ended December 31, 2012, 2013 and 2014, respectively. | ||||
Marketing | ||||
z.Marketing | ||||
Marketing expenses consist primarily of advertising costs and related expenses for personnel engaged in marketing and business development activities. | ||||
Advertising costs, which consist primarily of online advertising, offline television, movie and outdoor advertising, are expensed as incurred, and totaled RMB1,015,991, RMB1,491,467 and RMB2,780,642 for the years ended December 31, 2012, 2013 and 2014, respectively. | ||||
Technology and content | ||||
aa.Technology and content | ||||
Technology and content expenses consist primarily of technology infrastructure expenses and payroll and related expenses for employees involved in platform development, category expansion, editorial content, buying and merchandising selection systems support, as well as costs associated with the compute, storage and telecommunications infrastructure for internal use that supports the Group’s web services. Technology and content expenses are expensed as incurred. Software development costs are recorded in “Technology and content” as incurred as the costs qualifying for capitalization have been insignificant. | ||||
General and administrative | ||||
bb.General and administrative | ||||
General and administrative expenses consist of payroll and related expenses for employees involved in general corporate functions, including accounting, finance, tax, legal and human relations; costs associated with use by these functions of facilities and equipment, such as depreciation expenses, rental and other general corporate related expenses. | ||||
Share-based compensation | ||||
cc.Share-based compensation | ||||
The Company grants non-vested ordinary shares, restricted share units (“RSUs”) and share options to eligible employees, non-employee consultants and the Founder of the Company and accounts for these share-based awards in accordance with ASC 718 Compensation — Stock Compensation and ASC 505-50 Equity-Based Payments to Non-Employees. | ||||
Employees’ share-based awards are measured at the grant date fair value of the awards and recognized as expenses a) immediately at grant date if no vesting conditions are required; or b) using graded vesting method, net of estimated forfeitures, over the requisite service period, which is the vesting period. | ||||
All transactions in which goods or services are received in exchange for equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. | ||||
Non-employees’ share-based awards are measured at fair value at the earlier of the commitment date or the date the services are completed. Awards granted to non-employees are re-measured at each reporting date using the fair value as at each period end until the measurement date, generally when the services are completed and awards are vested. Changes in fair value between the reporting dates are recognized by graded vesting method. | ||||
Founder share-based awards are measured at the grant date fair value of the awards and recognized as expenses based on the probable outcome of the performance conditions. | ||||
If a share-based award is modified after the grant date, the Company evaluate for such modifications in accordance with ASC 718 Compensation — Stock Compensation and the modification is determined to be a probable-to-probable (Type 1) modification, additional compensation expenses are recognized in an amount equal to the excess of the fair value of the modified equity instrument over the fair value of the original equity instrument immediately before modification. The additional compensation expenses are recognized immediately on the date of modification or over the remaining requisite service period, depending on the vesting status of the award. | ||||
Prior to our initial public offering, the fair value of the non-vested ordinary shares and RSUs were assessed using the income approach/discounted cash flow method, with a discount for lack of marketability given that the shares underlying the awards were not publicly traded at the time of grant. This assessment required complex and subjective judgments regarding the Company’s projected financial and operating results, its unique business risks, the liquidity of its ordinary shares and its operating history and prospects at the time the grants were made. In addition, the binomial option-pricing model is used to measure the value of share options. The determination of the fair value is affected by the fair value of the ordinary shares as well as assumptions regarding a number of complex and subjective variables, including the expected share price volatility, actual and projected employee and non-employee share option exercise behavior, risk-free interest rates and expected dividends. Binomial option-pricing model incorporates the assumptions about grantees’ future exercise patterns. The fair value of these awards was determined partly in reliance on a valuation report prepared by an independent valuation firm using management’s estimates and assumptions. | ||||
After our initial public offering, in determining the fair value of the non-vested ordinary shares and RSUs granted, the closing market price of the underlying shares on the last trading date prior to the grant dates is applied. In determining the fair value of the non-vested ordinary shares and RSUs granted on May 22, 2014, the date when our ADSs first commenced trading on NASDAQ, the per share equivalent of our initial public offering price is applied. | ||||
The assumptions used in share-based compensation expense recognition represent management’s best estimates, but these estimates involve inherent uncertainties and application of management judgment. If factors change or different assumptions are used, the share-based compensation expenses could be materially different for any period. Moreover, the estimates of fair value of the awards are not intended to predict actual future events or the value that ultimately will be realized by grantees who receive share-based awards, and subsequent events are not indicative of the reasonableness of the original estimates of fair value made by the Company for accounting purposes. | ||||
Forfeitures are estimated at the time of grant and revised in the subsequent periods if actual forfeitures differ from those estimates. | ||||
Income tax | ||||
dd.Income tax | ||||
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 relevant tax jurisdictions. The Group follows 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. The Group records 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 effect on deferred taxes of a change in tax rates is recognized in the Consolidated Statements of Operations and Comprehensive Loss in the period of change. | ||||
The Group recognizes in its 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 fifty percent likelihood of being realized upon settlement. The Group estimates its 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 with respect to tax audits, and expiration of the statute of limitations. The ultimate outcome for a particular tax position may not be determined with certainty prior to the conclusion of a tax audit and, in some cases, appeal or litigation process. The actual benefits ultimately realized may differ from the Group’s estimates. As each audit is concluded, adjustments, if any, are recorded in the Group’s consolidated financial statements in the period in which the audit is concluded. Additionally, in future periods, changes in facts, circumstances and new information may require the Group to adjust the recognition and measurement estimates with regard to individual tax positions. Changes in recognition and measurement estimates are recognized in the period in which the changes occur. As of December 31, 2012, 2013 and 2014, the Group did not have any significant unrecognized uncertain tax positions. | ||||
Leases | ||||
ee.Leases | ||||
Each lease is classified at the inception date as either a capital lease or an operating lease. For the lessee, a lease is a capital lease if any of the following conditions exist: a) ownership is transferred to the lessee by the end of the lease term, b) there is a bargain purchase option, c) the lease term is at least 75% of the property’s estimated remaining economic life or d) the present value of the minimum lease payments at the beginning of the lease term is 90% or more of the fair value of the leased property to the leaser at the inception date. A capital lease is accounted for as if there was an acquisition of an asset and an incurrence of an obligation at the inception of the lease. All other leases are accounted for as operating leases. Payments made under operating lease are charged to the Consolidated Statements of Operations and Comprehensive Loss on a straight-line basis over the terms of underlying lease. The Group has no capital leases for any of the periods presented. | ||||
Comprehensive income/(loss) | ||||
ff.Comprehensive income/(loss) | ||||
Comprehensive income/(loss) is defined to include all changes in equity of the Group during a period arising from transactions and other event and circumstances except those resulting from investments by shareholders and distributions to shareholders. For the periods presented, the Group’s comprehensive income/(loss) includes net income/(loss) and foreign currency translation adjustments and is presented in the Consolidated Statements of Operations and Comprehensive Loss. | ||||
Earnings (Loss) per share | ||||
gg.Earnings (Loss) per share | ||||
Basic earnings (loss) per share is computed by dividing net income (loss) attributable to holders of ordinary shares, considering the accretions to redemption value of the preferred shares, by the weighted average number of ordinary shares outstanding during the period using the two-class method. Under the two-class method, net income is allocated between ordinary shares and other participating securities based on their participating rights. Diluted earnings (loss) per share is calculated by dividing net income (loss) attributable to ordinary shareholders, as adjusted for the accretion and allocation of net income related to the preferred shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of shares issuable upon the conversion of the preferred shares using the if-converted method, unvested restricted shares, restricted share units and ordinary shares issuable upon the exercise of outstanding share options using the treasury stock method. Ordinary equivalent shares are not included in the denominator of the diluted earnings per share calculation when inclusion of such shares would be anti-dilutive. | ||||
Segment reporting | ||||
hh.Segment reporting | ||||
The Group engages primarily in the sale of electronics and home appliance products and general merchandise products (including audio, video products and books) sourced from manufacturers, distributors and publishers in PRC on the internet through its website jd.com. The Group also operates its online marketplace under which third-party sellers sell products on the Group’s website to customers. The Group does not distinguish revenues, costs and expenses between segments in its internal reporting, and reports costs and expenses by nature as a whole. The Group’s chief operating decision maker, who has been identified as the Chief Executive Officer, reviews the consolidated results when making decisions about allocating resources and assessing performance of the Group as a whole and hence, the Group has only one reportable segment. The Group operates and manages its business as a single segment mainly through the provision of a single class of services for accelerating and improving the delivery of its products over the internet. The Group does not distinguish between markets or segments for the purpose of internal reports. As the Group’s long-lived assets are all located in the PRC and most of all the Group’s revenues are derived from the PRC, no geographical information is presented. | ||||
Statutory reserves | ||||
ii.Statutory reserves | ||||
The Company’s subsidiaries, VIEs and VIEs’ subsidiaries established in the PRC are required to make appropriations to certain non-distributable reserve funds. | ||||
In accordance with the laws applicable to the Foreign Investment Enterprises established in the PRC, the Group’s subsidiaries registered as wholly-owned foreign enterprise have to make appropriations from their after-tax profits (as determined under generally accepted accounting principles in the PRC (“PRC GAAP”)) to reserve funds including general reserve fund, enterprise expansion fund and staff bonus and welfare fund. The appropriation to the general reserve fund must be at least 10% of the after-tax profits calculated in accordance with PRC GAAP. Appropriation is not required if the general reserve fund has reached 50% of the registered capital of the company. Appropriations to the enterprise expansion fund and staff bonus and welfare fund are made at the respective company’s discretion. | ||||
In addition, in accordance with the PRC Company Laws, the Group’s VIE and VIEs’ subsidiaries, registered as Chinese domestic companies, must make appropriations from their after-tax profits as determined under the PRC GAAP to non-distributable reserve funds including statutory surplus fund and discretionary surplus fund. The appropriation to the statutory surplus fund must be 10% of the after-tax profits as determined under PRC GAAP. Appropriation is not required if the statutory surplus fund has reached 50% of the registered capital of the company. Appropriation to the discretionary surplus fund is made at the discretion of the respective company. | ||||
The use of the general reserve fund, enterprise expansion fund, statutory surplus fund and discretionary surplus fund are restricted to the offsetting of losses or increasing of the registered capital of the respective company. The staff bonus and welfare fund is a liability in nature and is restricted to fund payments of special bonus to employees and for the collective welfare of employees. None of these reserves are allowed to be transferred to the company in terms of cash dividends, loans or advances, nor can they be distributed except under liquidation. | ||||
For the years ended December 31, 2012, 2013 and 2014, profit appropriation to statutory surplus fund for the Group’s entities incorporated in the PRC was approximately RMB1,838, RMB810 and RMB12,361 respectively. No appropriation to other reserve funds was made for any of the periods presented. | ||||
Recent accounting pronouncements | ||||
jj.Recent accounting pronouncements | ||||
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”, and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. The Group is currently in the process of evaluating the impact of the adoption of ASU 2014-09 on its consolidated financial statements. | ||||
In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements - Going Concern”. This standard requires management to evaluate for each annual and interim reporting period whether it is probable that the reporting entity will not be able to meet its obligations as they become due within one year after the date that the financial statements are issued. If the entity is in such a position, the standard provides for certain disclosures depending on whether or not the entity will be able to successfully mitigate its going concern status. This guidance is effective for annual periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. Early application is permitted. The Group does not anticipate that this adoption will have a significant impact on its consolidated financial statements. | ||||
In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810) - Amendments to the Consolidation Analysis”, which provides guidance for reporting entities that are required to evaluate whether they should consolidate certain legal entities. In accordance with ASU 2015-02, all legal entities are subject to reevaluation under the revised consolidation model. ASU 2015-02 is effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. The Group is currently in the process of evaluating the impact of the adoption of ASU 2015-02 on its consolidated financial statements. | ||||
Principal_activities_and_organ1
Principal activities and organization (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Principal activities and organization | ||||||||
Schedule of percentage of legal ownership in major subsidiaries, VIEs and VIEs' subsidiaries | ||||||||
As of December 31, 2014, the Company’s major subsidiaries, VIEs and VIEs’ subsidiaries are as follows: | ||||||||
Subsidiaries | Equity | Place and Date of incorporation or date of | ||||||
interest held | acquisition | |||||||
Beijing Jingdong Century Trade Co., Ltd. (“Jingdong Century”) | 100 | % | Beijing, China, April 2007 | |||||
Guangzhou Jingdong Trading Co., Ltd. | 100 | % | Guangzhou, China, July 2007 | |||||
Shanghai Yuanmai Trading Co., Ltd. | 100 | % | Shanghai, China, August 2007 | |||||
Jiangsu Jingdong Information Technology Co., Ltd. | 100 | % | Jiangsu, China, June 2009 | |||||
Chengdu Jingdong Century Trading Co., Ltd. | 100 | % | Chengdu, China, December 2009 | |||||
Beijing Jingdong Century Information Technology Co., Ltd. | 100 | % | Beijing, China, September 2010 | |||||
Wuhan Jingdong Century Trading Co., Ltd. | 100 | % | Wuhan, China, February 2011 | |||||
Shanghai Shengdayuan Information Technology Co., Ltd. (“Shanghai Shengdayuan”) | 100 | % | Shanghai, China, April 2011 | |||||
Jingdong E-Commerce (Express) Hong Kong Co., Ltd. | 100 | % | Hong Kong, China, August 2011 | |||||
Jingdong Technology Group Corporation | 100 | % | Cayman Islands, November 2011 | |||||
Shenyang Jingdong Century Trading Co., Ltd. | 100 | % | Shenyang, China, January 2012 | |||||
Jingdong Logistics Group Corporation | 100 | % | Cayman Islands, January 2012 | |||||
Jingdong E-Commerce (Logistics) Hong Kong Co., Ltd. | 100 | % | Hong Kong, China, February 2012 | |||||
Jingdong E-Commerce (Trade) Hong Kong Co., Ltd. | 100 | % | Hong Kong, China, February 2012 | |||||
Beijing Jingdong Shangke Information Technology Co., Ltd (“Beijing Shangke”). | 100 | % | Beijing, China, March 2012 | |||||
Tianjin Star East Co., Ltd. | 100 | % | Tianjin, China, April 2012 | |||||
Beijing Jingbangda Trade Co., Ltd. | 100 | % | Beijing, China, August 2012 | |||||
VIEs | Economic | Place and Date of incorporation or date of | ||||||
interest held | acquisition | |||||||
Beijing Jingdong 360 Degree E-commerce Co., Ltd. (“Jingdong 360”) | 100 | % | Beijing, China, April 2007 | |||||
Fortune Rising Holdings Ltd. (“Fortune Rising”) | 100 | % | British Virgin Islands, May 2008 | |||||
Jiangsu Yuanzhou E-commerce Co., Ltd. (“Jiangsu Yuanzhou”) | 100 | % | Jiangsu, China, September 2010 | |||||
VIEs’ Subsidiaries | ||||||||
Chinabank Payment Business Services Co., Ltd. (“Chinabank Payment”) | 100 | % | Beijing, China, Acquired in October 2012 | |||||
Chinabank Payment Technology Co., Ltd. (“Chinabank Payment Technology”) | 100 | % | Beijing, China, Acquired in October 2012 | |||||
Schedule of condensed consolidated financial information of VIEs and VIEs' subsidiaries | ||||||||
As of December 31, | ||||||||
2013 | 2014 | |||||||
RMB | RMB | |||||||
Total assets | 1,285,176 | 3,784,170 | ||||||
Total liabilities | 1,642,412 | 4,180,518 | ||||||
For the year ended December 31, | ||||||||
2012 | 2013 | 2014 | ||||||
RMB | RMB | RMB | ||||||
Total net revenues | 1,310,602 | 2,023,143 | 3,431,134 | |||||
Net loss | (159,177 | ) | (206,144 | ) | (41,228 | ) | ||
For the year ended December 31, | ||||||||
2012 | 2013 | 2014 | ||||||
RMB | RMB | RMB | ||||||
Net cash provided by /(used in) operating activities | 173,830 | (144,315 | ) | 1,450,744 | ||||
Net cash used in investing activities | (183,542 | ) | (22,659 | ) | (494,633 | ) | ||
Net cash provided by financing activities | 240,490 | 262,270 | 438,891 | |||||
Net increase in cash and cash equivalents | 230,778 | 95,296 | 1,395,002 | |||||
Cash and cash equivalents at beginning of year | 7,304 | 238,082 | 333,378 | |||||
Cash and cash equivalents at end of year | 238,082 | 333,378 | 1,728,380 | |||||
Summary_of_significant_account2
Summary of significant accounting policies (Tables) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Summary of significant accounting policies | |||
Schedule of estimated useful lives of property, equipment and software | |||
Category | Estimated Useful lives | ||
Electronic equipment | 3 years | ||
Office equipment | 5 years | ||
Vehicles | 5 years | ||
Logistic and warehouse equipment | 5 years | ||
Leasehold improvement | Over the shorter of the expected life of leasehold improvements or the lease term | ||
Software | 3-5 years | ||
Building | 40 years | ||
Fair_value_measurement_Tables
Fair value measurement (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Fair value measurement | ||||||||||
Schedule of assets that are measured at fair value on a recurring basis | ||||||||||
Fair value measurement at reporting date using | ||||||||||
Description | December 31, | Quoted Prices in Active | Significant Other | Significant | ||||||
2013 | Markets for Identical Assets | Observable Inputs | Unobservable | |||||||
(Level 1) | (Level 2) | Inputs | ||||||||
(Level 3) | ||||||||||
RMB | RMB | RMB | RMB | |||||||
Assets | ||||||||||
Cash equivalents: | ||||||||||
Time deposits | 4,605,262 | — | 4,605,262 | — | ||||||
Restricted cash | 1,887,387 | — | 1,887,387 | — | ||||||
Short-term investments | ||||||||||
Wealth management product | 1,903,224 | — | 1,903,224 | — | ||||||
Total assets | 8,395,873 | — | 8,395,873 | — | ||||||
Fair value measurement at reporting date using | ||||||||||
Description | December 31, | Quoted Prices in Active | Significant Other | Significant | ||||||
2014 | Markets for Identical Assets | Observable Inputs | Unobservable | |||||||
(Level 1) | (Level 2) | Inputs | ||||||||
(Level 3) | ||||||||||
RMB | RMB | RMB | RMB | |||||||
Assets | ||||||||||
Cash equivalents: | ||||||||||
Time deposits | 4,323,900 | — | 4,323,900 | — | ||||||
Restricted cash | 3,038,286 | — | 3,038,286 | — | ||||||
Short-term investments | ||||||||||
Time deposits | 10,402,301 | — | 10,402,301 | — | ||||||
Wealth management product | 1,759,342 | — | 1,759,342 | — | ||||||
Investment securities | ||||||||||
Listed equity securities | 434,118 | 434,118 | — | — | ||||||
Total assets | 19,957,947 | 434,118 | 19,523,829 | — | ||||||
Investment_in_equity_investees1
Investment in equity investees (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Investment in equity investees | ||||
Schedule of investment activity in equity investees | ||||
Cost method | ||||
RMB | ||||
Balance at December 31, 2012 | 2,840 | |||
Additions | 34,502 | |||
Disposals and transfers | (840 | ) | ||
Balance at December 31, 2013 | 36,502 | |||
Additions | 552,493 | |||
Foreign currency translation adjustments | (2,036 | ) | ||
Balance at December 31, 2014 | 586,959 | |||
Business_Combination_Tables
Business Combination (Tables) | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Chinabank Payment and Chinabank Payment Technology | ||||||
Business combination | ||||||
Schedule of allocation of the purchase price | ||||||
Amount | Amortization Years | |||||
RMB | ||||||
Tangible assets acquired and liabilities assumed | ||||||
Cash | 5,781 | |||||
Accounts payable | (53,936 | ) | ||||
Advance from customers | (6,552 | ) | ||||
Others | (3,442 | ) | ||||
Identifiable intangible assets: | ||||||
Online payment and other licenses | 189,000 | 15 | ||||
Identifiable net assets acquired (a) | 130,851 | |||||
Cash consideration (b) | 145,500 | |||||
Goodwill (b-a) | 14,649 | |||||
Transaction with Tencent | ||||||
Business combination | ||||||
Schedule of allocation of the purchase price | ||||||
Amount | ||||||
RMB | ||||||
Fair value of the Company’s shares issued * | 11,644,310 | |||||
Transaction costs** | 20,705 | |||||
Total value to be allocated in purchase accounting | 11,665,015 | |||||
Amount | Amortization | |||||
Years | ||||||
RMB | ||||||
Strategic Cooperation Agreement | 6,075,289 | 5 | ||||
Non-compete Agreement | 1,442,389 | 8 | ||||
Combined Platform Business | ||||||
Cash | 60,284 | |||||
Other current assets | 3,587 | |||||
Property, plant and equipment, net | 17,647 | |||||
Current liabilities | (63,871 | ) | ||||
Technology | 108,800 | 5 | ||||
Domain names and trademark | 33,100 | 10 | ||||
Advertising customer relationship | 80,400 | 7 | ||||
Goodwill | 2,593,420 | |||||
Deferred tax liability | (41,893 | ) | ||||
Investment in Shanghai Icson | 252,779 | |||||
Call Option | — | |||||
Logistic workforce | 13,900 | 3 | ||||
Land use right | 73,632 | 40 | ||||
Net cash acquired | 1,015,552 | |||||
Total Purchase price | 11,665,015 | |||||
Accounts_receivable_net_Tables
Accounts receivable, net (Tables) | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Accounts receivable, net | ||||||
Schedule of accounts receivable, net | ||||||
As of December 31, | ||||||
2013 | 2014 | |||||
RMB | RMB | |||||
Product sales and online marketplace receivables | 380,938 | 2,043,243 | ||||
Online payment processing transactions receivables | 35,083 | 182,412 | ||||
Advertising receivables | 44,372 | 62,705 | ||||
Others | 43,466 | 219,567 | ||||
Allowance for doubtful accounts | ||||||
Balance at beginning of the year | (1,877 | ) | (1,770 | ) | ||
Additions | (559 | ) | (72,608 | ) | ||
Reversals | 666 | 868 | ||||
Write-offs | — | 1,839 | ||||
Balance at end of the year | (1,770 | ) | (71,671 | ) | ||
Accounts receivable, net | 502,089 | 2,436,256 | ||||
Inventories_net_Tables
Inventories, net (Tables) | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Inventories, net | ||||||
Schedule of Inventories, net | ||||||
As of December 31, | ||||||
2013 | 2014 | |||||
RMB | RMB | |||||
Products | 6,358,151 | 12,119,359 | ||||
Packing materials and others | 28,004 | 71,484 | ||||
Inventories, net | 6,386,155 | 12,190,843 | ||||
Prepayments_and_other_current_1
Prepayments and other current assets (Tables) | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Prepayments and other current assets | ||||||
Schedule of prepayments and other current assets | ||||||
As of December 31, | ||||||
2013 | 2014 | |||||
RMB | RMB | |||||
Receivables related to employees’ exercise of share-based awards | — | 811,783 | ||||
Interest receivables | 28,654 | 135,498 | ||||
Prepaid rental fees | 79,423 | 145,501 | ||||
Prepaid advertising costs | 31,977 | 45,677 | ||||
Deposits | 20,386 | 166,945 | ||||
Bridge loans | — | 157,438 | ||||
Staff loans | — | 151,612 | ||||
Employee advances | 12,809 | 16,217 | ||||
Others | 45,853 | 103,663 | ||||
Total | 219,102 | 1,734,334 | ||||
Property_equipment_and_softwar1
Property, equipment and software, net (Tables) | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Property, equipment and software, net | ||||||
Schedule of property, equipment and software, net | ||||||
As of December 31, | ||||||
2013 | 2014 | |||||
RMB | RMB | |||||
Electronic equipment | 671,491 | 1,372,896 | ||||
Office equipment | 30,326 | 33,190 | ||||
Vehicles | 199,780 | 530,731 | ||||
Logistic and warehouse equipment | 232,603 | 598,831 | ||||
Leasehold improvement | 59,983 | 136,522 | ||||
Software | 57,508 | 100,215 | ||||
Building | 275,717 | 661,365 | ||||
Total | 1,527,408 | 3,433,750 | ||||
Less: Accumulated depreciation | (502,980 | ) | (1,025,312 | ) | ||
Net book value | 1,024,428 | 2,408,438 | ||||
Intangible_assets_net_Tables
Intangible assets, net (Tables) (Intangible assets excluding land use rights) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Intangible assets excluding land use rights | ||||||||||||||
Intangible assets, net | ||||||||||||||
Schedule of intangible assets, net | ||||||||||||||
As of December 31, 2013 | As of December 31, 2014 | |||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||
Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | |||||||||
Amount | Amount | Amount | Amount | |||||||||||
RMB | RMB | |||||||||||||
Strategic Cooperation | — | — | — | 6,075,289 | (915,455 | ) | 5,159,834 | |||||||
Non-compete | — | — | — | 1,447,189 | (146,364 | ) | 1,300,825 | |||||||
Technology | — | — | — | 110,900 | (17,965 | ) | 92,935 | |||||||
Advertising customer relationship | — | — | — | 80,400 | (9,283 | ) | 71,117 | |||||||
Domain names and trademark | 40,353 | (5,926 | ) | 34,427 | 79,969 | (12,447 | ) | 67,522 | ||||||
Logistic workforce | — | — | — | 13,900 | (3,745 | ) | 10,155 | |||||||
Online payment and other licenses | 189,000 | (14,700 | ) | 174,300 | 189,000 | (27,300 | ) | 161,700 | ||||||
Copyrights | 17,805 | (10,730 | ) | 7,075 | 28,873 | (15,014 | ) | 13,859 | ||||||
Total | 247,158 | (31,356 | ) | 215,802 | 8,025,520 | (1,147,573 | ) | 6,877,947 | ||||||
Schedule of amortization expenses related to the intangible assets for future periods | ||||||||||||||
As of December 31, 2014, amortization expenses related to the intangible assets for future periods are estimated to be as follows: | ||||||||||||||
For the years ended December 31, | ||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | 2020 and | |||||||||
thereafter | ||||||||||||||
RMB | RMB | RMB | RMB | RMB | RMB | |||||||||
Amortization expenses | 1,457,322 | 1,455,765 | 1,451,273 | 1,450,343 | 517,711 | 545,533 | ||||||||
Land_use_rights_net_Tables
Land use rights, net (Tables) (Land use rights) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Land use rights | ||||||||||||||
Land use rights, net | ||||||||||||||
Schedule of land use rights, net | ||||||||||||||
As of December 31, | ||||||||||||||
2013 | 2014 | |||||||||||||
RMB | RMB | |||||||||||||
Land use rights | 620,383 | 1,108,125 | ||||||||||||
Less: Accumulated amortization | (21,530 | ) | (40,872 | ) | ||||||||||
Net book value | 598,853 | 1,067,253 | ||||||||||||
Schedule of amortization expenses related to the land use rights for future periods | ||||||||||||||
As of December 31, 2014, amortization expenses related to the land use rights for future periods are estimated to be as follows: | ||||||||||||||
For the years ended December 31, | ||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | 2020 and | |||||||||
thereafter | ||||||||||||||
RMB | RMB | RMB | RMB | RMB | RMB | |||||||||
Amortization expenses | 22,162 | 22,162 | 22,162 | 22,162 | 22,162 | 956,443 | ||||||||
Other_noncurrent_assets_Tables
Other non-current assets (Tables) | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Other non-current assets | ||||||
Schedule of other non-current assets | ||||||
As of December 31, | ||||||
2013 | 2014 | |||||
RMB | RMB | |||||
Prepayments for purchase of office building | 100,000 | 288,999 | ||||
Staff loans | 132,932 | — | ||||
Prepayments for purchase of land use rights | 22,000 | 96,911 | ||||
Rental deposits | 54,408 | 108,621 | ||||
Prepayments for purchase of property, equipment and software | 34,456 | 110,469 | ||||
Prepayments for construction in progress | 33,765 | — | ||||
Others | 24,312 | 20,391 | ||||
Total | 401,873 | 625,391 | ||||
Accrued_expenses_and_other_cur1
Accrued expenses and other current liabilities (Tables) | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Accrued expenses and other current liabilities | ||||||
Schedule of accrued expenses and other current liabilities | ||||||
As of December 31, | ||||||
2013 | 2014 | |||||
RMB | RMB | |||||
Salary and welfare payable | 1,080,072 | 1,577,761 | ||||
Deposits | 857,573 | 1,834,172 | ||||
Payable related to employees’ exercise of share-based awards | — | 811,783 | ||||
Rental fee payables | 22,155 | 69,341 | ||||
Professional fee accruals | 63,280 | 48,121 | ||||
Others | 246,718 | 970,654 | ||||
Total | 2,269,798 | 5,311,832 | ||||
Others_net_Tables
Others, net (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Others, net | ||||||||
Schedule of others non-operating income (expense), net | ||||||||
For the year ended December 31, | ||||||||
2012 | 2013 | 2014 | ||||||
RMB | RMB | RMB | ||||||
Foreign exchange gains/(losses), net | 13,762 | 92,761 | (28,980 | ) | ||||
Government financial incentives | 41,690 | 120,301 | 214,623 | |||||
Others | 4,873 | (19,507 | ) | 30,944 | ||||
Total | 60,325 | 193,555 | 216,587 | |||||
Taxation_Tables
Taxation (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Taxation | ||||||||
Reconciliation of the differences between statutory tax rate and the effective tax rate | ||||||||
For the year ended December 31, | ||||||||
2012 | 2013 | 2014 | ||||||
Statutory income tax rate | 25.0 | % | 25.0 | % | 25.0 | % | ||
Tax effect of preferential tax treatments | 0.0 | % | 172.3 | % | 1.7 | % | ||
Tax effect of tax-exempt entities | 0.3 | % | 54.7 | % | (22.4 | )% | ||
Effect on tax rates in different tax jurisdiction | 0.2 | % | 22.1 | % | 0.1 | % | ||
Tax effect of non-deductible expenses | (3.3 | )% | (148.4 | )% | (3.4 | )% | ||
Tax effect of non-taxable income | 0.3 | % | 36.5 | % | 1.1 | % | ||
Changes in valuation allowance | (22.0 | )% | (97.0 | )% | (0.5 | )% | ||
Expiration of loss carry forward | (0.9 | )% | (65.1 | )% | (2.0 | )% | ||
Effective tax rates | (0.4 | )% | 0.1 | % | (0.4 | )% | ||
Schedule of deferred tax assets and deferred tax liabilities | ||||||||
As of December 31, | ||||||||
2013 | 2014 | |||||||
RMB | RMB | |||||||
Deferred tax assets | ||||||||
- Allowance for doubtful accounts | 443 | 17,918 | ||||||
- Deferred revenues | 52,132 | 39,270 | ||||||
- Net operating loss carry forwards | 853,258 | 874,270 | ||||||
Less: valuation allowance | (905,833 | ) | (931,458 | ) | ||||
Net deferred tax assets | — | — | ||||||
Current deferred tax liabilities | ||||||||
- Interest income | 6,087 | 5,650 | ||||||
- Intangible assets arisen from business combination | — | 38,162 | ||||||
Total current deferred tax liabilities | 6,087 | 43,812 | ||||||
Schedule of movement of valuation allowance | ||||||||
As of December 31, | ||||||||
2012 | 2013 | 2014 | ||||||
RMB | RMB | RMB | ||||||
Balance at beginning of the period | 478,120 | 857,413 | 905,833 | |||||
Additions | 399,568 | 81,119 | 156,820 | |||||
Reversals | (20,275 | ) | (32,699 | ) | (131,195 | ) | ||
Balance at end of the period | 857,413 | 905,833 | 931,458 | |||||
Convertible_Preferred_Shares_T
Convertible Preferred Shares (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Convertible Preferred Shares | ||||||||||||||
Schedule of Preferred shares | ||||||||||||||
Series A and A-1 Preferred | Series B Preferred Shares | Series C | ||||||||||||
Shares | Preferred Shares | |||||||||||||
Number of | Amount | Number of | Amount | Number of | Amount | |||||||||
shares | shares | shares | ||||||||||||
RMB | RMB | RMB | ||||||||||||
Balance as of December 31, 2011 | 191,894,000 | 255,850 | 84,786,405 | 126,417 | 258,316,305 | 3,150,443 | ||||||||
Preferred shares redemption value accretion | — | — | — | — | — | 1,587,454 | ||||||||
Balance as of December 31, 2012 | 191,894,000 | 255,850 | 84,786,405 | 126,417 | 258,316,305 | 4,737,897 | ||||||||
Preferred shares redemption value accretion | — | — | — | — | — | 2,435,366 | ||||||||
Conversion of Series B Preferred Shares to ordinary shares | — | — | (25,247,161 | ) | (38,176 | ) | — | — | ||||||
Balance as of December 31, 2013 | 191,894,000 | 255,850 | 59,539,244 | 88,241 | 258,316,305 | 7,173,263 | ||||||||
Preferred shares redemption value accretion | — | — | — | — | — | 7,957,640 | ||||||||
Conversion of Series A and A-1 Preferred Shares to Class A ordinary shares | (191,894,000 | ) | (255,850 | ) | ||||||||||
Conversion of Series B Preferred Shares to Class A ordinary shares | (59,539,244 | ) | (88,241 | ) | ||||||||||
Conversion of Series C Preferred Shares to Class A ordinary shares | — | — | — | — | (258,316,305 | ) | (15,130,903 | ) | ||||||
Balance as of December 31, 2014 | — | — | — | — | — | — | ||||||||
Schedule of Company's Preferred shares activities | ||||||||||||||
Series | Issuance Date | Shares | Issue Price | Proceeds | Shares | Carrying Amount | ||||||||
Issued | per Share | from | Outstanding | |||||||||||
Issuance | ||||||||||||||
US$ | US$ | RMB | ||||||||||||
A | March 27, 2007 | 155,000,000 | 0.0323 | 5,000 | 155,000,000 | 215,626 | ||||||||
A-1 | August 15, 2007 | 130,940,000 | 0.0382 | 5,000 | 36,894,000 | 40,224 | ||||||||
B | January 12, 2009 | 235,310,000 | 0.0892 | 21,000 | 59,539,244 | 88,241 | ||||||||
C | September 21, 2010 | 178,238,250 | 0.7742 | 138,000 | 258,316,305 | * | 15,130,903 | |||||||
*Among total shares outstanding, 64,579,075 shares and 15,498,980 shares were re-designated from Series A-1 and Series B preferred shares in conjunction with the issuance of the Series C Preferred Shares | ||||||||||||||
Ordinary_Shares_Tables
Ordinary Shares (Tables) | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Ordinary Shares | ||||||
Schedule of ordinary shares reserved for conversion of preferred shares and exercise of the RSUs and share options | ||||||
As of December 31, | ||||||
2013 | 2014 | |||||
Reserved for conversion of the Preferred Shares (Note 19) | 509,749,549 | — | ||||
Reserved for future exercise of the RSUs and share options (Note 23) | 54,093,176 | 59,786,401 | ||||
563,842,725 | 59,786,401 | |||||
Sharebased_Compensation_Tables
Share-based Compensation (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Employees | ||||||||||
Share-based compensation | ||||||||||
Schedule of non-vested ordinary shares activity | ||||||||||
Number of Shares | Weighted-Average | |||||||||
Grant-Date Fair Value | ||||||||||
US$ | ||||||||||
Unvested at January 1, 2012 | 8,688,844 | 0.19 | ||||||||
Granted | — | |||||||||
Vested | (5,642,161 | ) | 0.16 | |||||||
Forfeited | (217,603 | ) | 0.17 | |||||||
Unvested at December 31, 2012 | 2,829,080 | 0.24 | ||||||||
Unvested at January 1, 2013 | 2,829,080 | 0.24 | ||||||||
Granted | — | |||||||||
Vested | (2,320,633 | ) | 0.24 | |||||||
Forfeited | (508,447 | ) | 0.24 | |||||||
Unvested at December 31, 2013 | — | — | ||||||||
Schedule of service-based share options activity | ||||||||||
Share options | Number of share | Weighted | Weighted | Aggregate | ||||||
options | Average | Average | Intrinsic Value | |||||||
Exercise Price | Remaining | |||||||||
Contractual | ||||||||||
Term (years) | ||||||||||
US$ | US$ | |||||||||
Outstanding as of January 1, 2013 | — | |||||||||
Granted | 3,048,750 | 3.96 | ||||||||
Share options exchanged in connection with the share option exchange program | 23,863,578 | 3.96 | ||||||||
Exercised | — | |||||||||
Forfeited or cancelled | — | |||||||||
Expired | — | |||||||||
Outstanding as of December 31, 2013 | 26,912,328 | 3.96 | 9.4 | — | ||||||
Granted | 2,745,000 | 8.2 | ||||||||
Exercised | (849,844 | ) | 3.96 | |||||||
Forfeited or cancelled | (2,606,232 | ) | 4.31 | |||||||
Expired | — | |||||||||
Outstanding as of December 31, 2014 | 26,201,252 | 4.37 | 8.5 | 189,729 | ||||||
Vested and expected to vest as of December 31, 2014 | 23,581,127 | 4.37 | 8.5 | 170,756 | ||||||
Exercisable as of December 31, 2014 | 5,199,818 | 3.96 | 8.5 | 39,571 | ||||||
Schedule of assumptions used to calculate estimated fair value of each option grant | ||||||||||
2013 | 2014 | |||||||||
Expected volatility | 47%~50% | 52%~53% | ||||||||
Risk-free interest rate (per annum) | 1.83%~2.91% | 2.42%~3.5% | ||||||||
Exercise multiples | 2.8 | 2.8 | ||||||||
Expected dividend yield | — | — | ||||||||
Expected term (in years) | 7.4~10.0 | 10.0 | ||||||||
Fair value of the underlying shares on the date of option grants (US$) | 3.96 | 6.33~12.51 | ||||||||
Non-employees | ||||||||||
Share-based compensation | ||||||||||
Schedule of RSUs activity | ||||||||||
Number of RSUs | Weighted-Average | |||||||||
Grant-Date Fair Value | ||||||||||
US$ | ||||||||||
Unvested at January 1, 2012 | — | |||||||||
Granted | 263,770 | 3.67 | ||||||||
Vested | (263,770 | ) | 3.67 | |||||||
Unvested at December 31, 2012 | — | |||||||||
Unvested at January 1, 2013 | — | |||||||||
Granted | 107,992 | 3.96 | ||||||||
Vested | (77,992 | ) | 3.96 | |||||||
Unvested at December 31, 2013 | 30,000 | 3.96 | ||||||||
Unvested at January 1, 2014 | 30,000 | 3.96 | ||||||||
Granted | 389,965 | 7.89 | ||||||||
Vested | (5,000 | ) | 3.96 | |||||||
Unvested at December 31, 2014 | 414,965 | 7.65 | ||||||||
Vesting Based On Service | Employees | ||||||||||
Share-based compensation | ||||||||||
Schedule of RSUs activity | ||||||||||
Number of RSUs | Weighted-Average | |||||||||
Grant-Date Fair Value | ||||||||||
Unvested at January 1, 2012 | 4,905,776 | 3.42 | ||||||||
Granted | 33,701,641 | 3.67 | ||||||||
Vested | (4,689,658 | ) | 3.59 | |||||||
Forfeited | (3,099,422 | ) | 3.63 | |||||||
Unvested at December 31, 2012 | 30,818,337 | 3.65 | ||||||||
Unvested at January 1, 2013 | 30,818,337 | 3.65 | ||||||||
Granted | 15,075,413 | 3.95 | ||||||||
RSUs exchanged in connection with the share option exchange program | (7,954,526 | ) | 3.83 | |||||||
Vested | (6,365,824 | ) | 3.62 | |||||||
Forfeited | (4,422,552 | ) | 3.66 | |||||||
Unvested at December 31, 2013 | 27,150,848 | 3.77 | ||||||||
Unvested at January 1, 2014 | 27,150,848 | 3.77 | ||||||||
Granted | 14,588,400 | 8.43 | ||||||||
Vested | (6,385,905 | ) | 3.71 | |||||||
Forfeited | (3,649,817 | ) | 5.07 | |||||||
Unvested at December 31, 2014 | 31,703,526 | 5.77 | ||||||||
Vesting Based On Performance | Employees | ||||||||||
Share-based compensation | ||||||||||
Schedule of RSUs activity | ||||||||||
Number of RSUs | Weighted-Average | |||||||||
Grant-Date Fair Value | ||||||||||
Unvested at January 1, 2014 | — | — | ||||||||
Granted | 1,515,151 | 6.33 | ||||||||
Vested | — | — | ||||||||
Forfeited | (48,493 | ) | 6.33 | |||||||
Unvested at December 31, 2014 | 1,466,658 | 6.33 | ||||||||
Net_loss_per_share_Tables
Net loss per share (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Net loss per share | ||||||||
Schedule of basic and diluted net loss per share | ||||||||
For the year ended December 31, | ||||||||
2012 | 2013 | 2014 | ||||||
RMB | RMB | RMB | ||||||
Numerator: | ||||||||
Net loss | (1,729,473 | ) | (49,899 | ) | (4,996,358 | ) | ||
Series C Preferred Shares redemption value accretion | (1,587,454 | ) | (2,435,366 | ) | (7,957,640 | ) | ||
Net loss attributable to the holders of permanent equity securities | (3,316,927 | ) | (2,485,265 | ) | (12,953,998 | ) | ||
Numerator for basic net loss per share of permanent equity securities | (3,316,927 | ) | (2,485,265 | ) | (12,953,998 | ) | ||
Numerator for diluted net loss per share of permanent equity securities | (3,316,927 | ) | (2,485,265 | ) | (12,953,998 | ) | ||
Denominator: | ||||||||
Weighted average number of permanent equity securities — basic | 1,523,639,783 | 1,694,495,048 | 2,419,668,247 | |||||
Weighted average number of permanent equity securities — diluted | 1,523,639,783 | 1,694,495,048 | 2,419,668,247 | |||||
Basic net loss per share attributable to the holders of permanent equity securities | (2.18 | ) | (1.47 | ) | (5.35 | ) | ||
Diluted net loss per share attributable to the holders of permanent equity securities | (2.18 | ) | (1.47 | ) | (5.35 | ) | ||
Related_party_transactions_Tab
Related party transactions (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Related party transactions | ||||||||
Schedule of major related parties and their relationships with the Group | ||||||||
The table below sets forth the major related parties and their relationships with the Group as of December 31, 2014: | ||||||||
Name of related parties | Relationship with the Group | |||||||
Tencent and its subsidiaries (“Tencent Group”) | Tencent is a shareholder of the Group | |||||||
Shanghai Icson and its subsidiaries (“Shanghai Icson Group”) | An investee of the Group | |||||||
Hangzhou Gubei Electronic Technology Co., Ltd. (“Hangzhou Gubei”) | An investee of the Group | |||||||
PICOOC Technology Ltd. (“PICOOC”) | An investee of the Group | |||||||
Jiangsu Suqian Network Co., Ltd. | Controlled by an individual related to the Founder | |||||||
Beijing Haoyaoshi Medicine Co., Ltd.(“Haoyaoshi”) | An investee of the Group, and the Group disposed the equity investment in August 2013 | |||||||
Schedule of related party transactions | ||||||||
For the year ended December 31, | ||||||||
Transactions | 2012 | 2013 | 2014 | |||||
RMB | RMB | RMB | ||||||
Revenues: | ||||||||
Service and sales of goods to Shanghai Icson Group | — | — | 164,811 | |||||
Commission service revenue from cooperation on advertising business with Tencent Group | — | — | 95,287 | |||||
Online marketplace service provided to Haoyaoshi* | 8,391 | 8,297 | — | |||||
Online marketplace services provided to Tencent Group | — | — | 272 | |||||
Cost and expenses: | ||||||||
Service and purchases from Shanghai Icson Group | — | — | 103,976 | |||||
Purchase of advertising resources from Tencent Group | — | — | 88,076 | |||||
Purchase of goods from PICOOC | — | — | 12,383 | |||||
Purchase of goods from Hangzhou Gubei | — | — | 2,178 | |||||
Others: | ||||||||
Loan repayment from Jiangsu Suqian Network Co., Ltd. | 1,500 | — | — | |||||
* Haoyaoshi is a merchant of the Company’s online marketplace. The Company provided related services to Haoyaoshi, and collected the payments from customers on behalf of Haoyaoshi. | ||||||||
Schedule of related party balances | ||||||||
As of December 31, | ||||||||
2013 | 2014 | |||||||
RMB | RMB | |||||||
Due from Shanghai Icson Group | — | 237,365 | ||||||
Due from Tencent Group | — | 174,949 | ||||||
Total | — | 412,314 | ||||||
Due to Tencent Group | — | (321,066 | ) | |||||
Due to PICOOC for purchase of goods | — | (3,254 | ) | |||||
Due to Hangzhou Gubei for purchase of goods | — | (799 | ) | |||||
Total | — | (325,119 | ) | |||||
Commitments_and_contingencies_
Commitments and contingencies (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Commitments and contingencies | ||||||||
Schedule of future minimum lease payments under non-cancelable operating lease agreements | ||||||||
Office and fulfillment | Bandwidth | Total | ||||||
centers rental | leasing | |||||||
RMB | RMB | RMB | ||||||
2015 | 655,815 | 210,815 | 866,630 | |||||
2016 | 320,434 | 77,640 | 398,074 | |||||
2017 | 191,118 | 71,472 | 262,590 | |||||
2018 | 135,168 | 71,472 | 206,640 | |||||
2019 | 109,672 | 71,472 | 181,144 | |||||
2020 and thereafter | 176,299 | 44,063 | 220,362 | |||||
1,588,506 | 546,934 | 2,135,440 | ||||||
Parent_company_only_condensed_1
Parent company only condensed financial information (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Parent company only condensed financial information | ||||||||||
Condensed Balance Sheet | ||||||||||
As of December 31, | ||||||||||
2013 | 2014 | |||||||||
RMB | RMB | US$ | ||||||||
Note 2(e) | ||||||||||
ASSETS | ||||||||||
Current assets: | ||||||||||
Cash and cash equivalents | 12,475 | 8,128,802 | 1,310,125 | |||||||
Short-term investments | — | 6,119,000 | 986,204 | |||||||
Prepayments and other current assets | — | 66,209 | 10,671 | |||||||
Amount due from related parties | — | 170,592 | 27,494 | |||||||
Total current assets | 12,475 | 14,484,603 | 2,334,494 | |||||||
Non-current assets: | ||||||||||
Investments in subsidiaries and VIEs | 9,237,302 | 16,563,755 | 2,669,593 | |||||||
Intangible assets, net | 1,845 | 6,456,198 | 1,040,550 | |||||||
Total non-current assets | 9,239,147 | 23,019,953 | 3,710,143 | |||||||
Total assets | 9,251,622 | 37,504,556 | 6,044,637 | |||||||
LIABILITIES | ||||||||||
Current liabilities: | ||||||||||
Accrued expenses and other liabilities | 11,794 | 6,489 | 1,045 | |||||||
Total liabilities | 11,794 | 6,489 | 1,045 | |||||||
As of December 31, | ||||||||||
2013 | 2014 | |||||||||
RMB | RMB | US$ | ||||||||
Note2(e) | ||||||||||
MEZZANINE EQUITY | ||||||||||
Series C convertible redeemable preferred share (US$0.00002 par value; 258,316,305 shares authorized, issued and outstanding as of December 31, 2013; Redemption value of RMB7,918,251 and Liquidation value of RMB1,219,380 as of December 31, 2013; None issued and outstanding as of December 31, 2014) | 7,173,263 | — | — | |||||||
SHAREHOLDERS’ EQUITY: | ||||||||||
Series A and A-1 convertible preferred shares (US$0.00002 par value; 221,360,925 shares authorized, 191,894,000 shares issued and outstanding as of December 31, 2013; None issued and outstanding as of December 31, 2014) | 255,850 | — | — | |||||||
Series B convertible preferred shares (US$0.00002 par value; 84,786,405 shares authorized, 59,539,244 shares issued and outstanding as of December 31, 2013; None issued and outstanding as of December 31, 2014) | 88,241 | — | — | |||||||
Ordinary shares (US$0.00002 par value, 2,435,536,365 shares authorized, 1,502,933,134 shares issued and 1,463,654,092 shares outstanding as of December 31, 2013; and 100,000,000,000 shares authorized, 2,237,460,751 Class A ordinary shares issued and 2,208,310,595 outstanding, 556,295,899 Class B ordinary shares issued and 523,407,762 Class B ordinary shares outstanding as of December 31, 2014) | 199 | 358 | 58 | |||||||
Additional paid-in capital | 6,251,869 | 47,131,172 | 7,596,166 | |||||||
Statutory reserves | 2,648 | 15,009 | 2,419 | |||||||
Treasury stock | — | (4 | ) | (1 | ) | |||||
Accumulated deficit | (4,263,624 | ) | (9,272,343 | ) | (1,494,430 | ) | ||||
Accumulated other comprehensive loss | (268,618 | ) | (376,125 | ) | (60,620 | ) | ||||
Total shareholders’ equity | 2,066,565 | 37,498,067 | 6,043,592 | |||||||
Total liabilities, mezzanine equity and shareholders’ equity | 9,251,622 | 37,504,556 | 6,044,637 | |||||||
Condensed Statements of Operations and Comprehensive Loss | ||||||||||
For the year ended December 31, | ||||||||||
2012 | 2013 | 2014 | ||||||||
RMB | RMB | RMB | US$ | |||||||
Operating expenses | ||||||||||
Marketing | — | — | (915,455 | ) | (147,545 | ) | ||||
General and administrative | (18,581 | ) | (4,065 | ) | (3,834,699 | ) | (618,041 | ) | ||
Loss from operations | (18,581 | ) | (4,065 | ) | (4,750,154 | ) | (765,586 | ) | ||
Equity in loss of subsidiaries and VIEs | (1,750,074 | ) | (164,843 | ) | (449,816 | ) | (72,497 | ) | ||
Interest income, net | 37,190 | 3,987 | 183,294 | 29,542 | ||||||
Others, net | 1,992 | 115,022 | 20,318 | 3,275 | ||||||
Net loss | (1,729,473 | ) | (49,899 | ) | (4,996,358 | ) | (805,266 | ) | ||
Preferred shares redemption value accretion | (1,587,454 | ) | (2,435,366 | ) | (7,957,640 | ) | (1,282,539 | ) | ||
Net loss attributable to holders of permanent equity securities | (3,316,927 | ) | (2,485,265 | ) | (12,953,998 | ) | (2,087,805 | ) | ||
Net loss | (1,729,473 | ) | (49,899 | ) | (4,996,358 | ) | (805,266 | ) | ||
Other comprehensive loss: | ||||||||||
Foreign currency translation adjustments | (7,546 | ) | (137,921 | ) | (121,612 | ) | (19,600 | ) | ||
Net change in unrealized gains on available-for-sale securities: | ||||||||||
Unrealized gains, nil of tax | — | 96,501 | 71,286 | 11,489 | ||||||
Reclassification adjustment for gains included in interest income, nil of tax | — | (73,277 | ) | (57,181 | ) | (9,216 | ) | |||
Net unrealized gains on available-for-sale securities | — | 23,224 | 14,105 | 2,273 | ||||||
Total other comprehensive loss | (7,546 | ) | (114,697 | ) | (107,507 | ) | (17,327 | ) | ||
Comprehensive loss | (1,737,019 | ) | (164,596 | ) | (5,103,865 | ) | (822,593 | ) | ||
Condensed Statements of Cash Flow | ||||||||||
For the year ended December 31, | ||||||||||
2012 | 2013 | 2014 | ||||||||
RMB | RMB | RMB | US$ | |||||||
Net cash provided by/ (used in)operating activities | 35,559 | (1,209 | ) | 101,150 | 16,302 | |||||
Net cash used in investing activities | (3,574,993 | ) | (5,399,613 | ) | (9,069,394 | ) | (1,461,721 | ) | ||
Net cash provided by financing activities | 1,981,595 | 2,720,076 | 17,447,655 | 2,812,052 | ||||||
Effect of exchange rate changes on cash and cash equivalents | (6,445 | ) | (51,988 | ) | (363,084 | ) | (58,519 | ) | ||
Net (decrease)/increase in cash and cash equivalents | (1,564,284 | ) | (2,732,734 | ) | 8,116,327 | 1,308,114 | ||||
Cash and cash equivalents at beginning of year | 4,309,493 | 2,745,209 | 12,475 | 2,011 | ||||||
Cash and cash equivalents at end of year | 2,745,209 | 12,475 | 8,128,802 | 1,310,125 | ||||||
Principal_activities_and_organ2
Principal activities and organization (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Jingdong 360 | |
Organization | |
Economic interest held (as a percent) | 100.00% |
Fortune Rising | |
Organization | |
Economic interest held (as a percent) | 100.00% |
Jiangsu Yuanzhou | |
Organization | |
Economic interest held (as a percent) | 100.00% |
Chinabank Payment | |
Organization | |
Economic interest held (as a percent) | 100.00% |
Chinabank Payment Technology | |
Organization | |
Economic interest held (as a percent) | 100.00% |
Jingdong Century | |
Organization | |
Equity interest held (as a percent) | 100.00% |
Guangzhou Jingdong Trading Co., Ltd | |
Organization | |
Equity interest held (as a percent) | 100.00% |
Shanghai Yuanmai Trading Co., Ltd. | |
Organization | |
Equity interest held (as a percent) | 100.00% |
Jiangsu Jingdong Information Technology Co., Ltd. | |
Organization | |
Equity interest held (as a percent) | 100.00% |
Chengdu Jingdong Century Trading Co., Ltd. | |
Organization | |
Equity interest held (as a percent) | 100.00% |
Beijing Jingdong Century Information Technology Co., Ltd. | |
Organization | |
Equity interest held (as a percent) | 100.00% |
Wuhan Jingdong Century Trading Co., Ltd. | |
Organization | |
Equity interest held (as a percent) | 100.00% |
Shanghai Shengdayuan | |
Organization | |
Equity interest held (as a percent) | 100.00% |
Jingdong E-Commerce (Express) Hong Kong Co., Ltd. | |
Organization | |
Equity interest held (as a percent) | 100.00% |
Jingdong Technology Group Corporation | |
Organization | |
Equity interest held (as a percent) | 100.00% |
Shenyang Jingdong Century Trading Co., Ltd. | |
Organization | |
Equity interest held (as a percent) | 100.00% |
Jingdong Logistics Group Corporation | |
Organization | |
Equity interest held (as a percent) | 100.00% |
Jingdong E-Commerce (Logistics) Hong Kong Co., Ltd | |
Organization | |
Equity interest held (as a percent) | 100.00% |
Jingdong E-Commerce (Trade) Hong Kong Co., Ltd | |
Organization | |
Equity interest held (as a percent) | 100.00% |
Beijing Shangke | |
Organization | |
Equity interest held (as a percent) | 100.00% |
Tianjin Star East Co., Ltd. | |
Organization | |
Equity interest held (as a percent) | 100.00% |
Jingdong Century | |
Organization | |
Equity interest held (as a percent) | 100.00% |
Principal_activities_and_organ3
Principal activities and organization (Details 2) | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 |
USD ($) | CNY | CNY | CNY | VIEs and their subsidiaries | VIEs and their subsidiaries | VIEs and their subsidiaries | Jingdong Century | Shanghai Shengdayuan | Shanghai Shengdayuan | |
CNY | CNY | CNY | Minimum | Maximum | ||||||
CNY | CNY | |||||||||
VIEs and VIEs' subsidiaries | ||||||||||
License fee | 10 | |||||||||
Percentage of service fee | 105.00% | |||||||||
Service fee per quarter | 20 | |||||||||
Total assets | 10,716,756 | 66,493,172 | 26,009,812 | 3,784,170 | 1,285,176 | |||||
Total liabilities | 4,673,164 | 28,995,105 | 16,769,984 | 4,180,518 | 1,642,412 | |||||
Total net revenues | 18,535,009 | 115,002,317 | 69,339,812 | 41,380,521 | 3,431,134 | 2,023,143 | 1,310,602 | |||
Net loss | -805,266 | -4,996,358 | -49,899 | -1,729,473 | -41,228 | -206,144 | -159,177 | |||
Net cash provided by /(used in) operating activities | 163,591 | 1,015,016 | 3,569,819 | 1,403,652 | 1,450,744 | -144,315 | 173,830 | |||
Net cash used in investing activities | -2,127,977 | -13,203,248 | -2,671,052 | -3,369,454 | -494,633 | -22,659 | -183,542 | |||
Net cash provided by financing activities | 2,964,257 | 18,392,028 | 2,795,184 | 2,853,631 | 438,891 | 262,270 | 240,490 | |||
Net increase in cash and cash equivalents | 983,514 | 6,102,312 | 3,635,045 | 888,517 | 1,395,002 | 95,296 | 230,778 | |||
Cash and cash equivalents at beginning of year | 1,742,633 | 10,812,339 | 7,177,294 | 6,288,777 | 333,378 | 238,082 | 7,304 | |||
Cash and cash equivalents at end of year | 2,726,147 | 16,914,651 | 10,812,339 | 7,177,294 | 1,728,380 | 333,378 | 238,082 | |||
Asset in the Group's VIEs and VIEs' subsidiaries that can be used only to settle their obligations except for registered capitals | 0 | |||||||||
Common Stock, Value, Issued | 58 | 358 | 199 | 44,000 | ||||||
Shareholders' deficit | ($1,494,430) | -9,272,343 | -4,263,624 | 396,348 | 357,236 |
Summary_of_significant_account3
Summary of significant accounting policies (Details) | 12 Months Ended | |||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 |
USD ($) | CNY | CNY | CNY | Minimum | Maximum | Electronic Equipment | Office equipment | Vehicles | Logistic and warehouse equipment | Leasehold improvement | Software | Software | Building | |
Minimum | Maximum | |||||||||||||
Foreign currency translation | ||||||||||||||
Exchange gains/(losses) | ($4,671) | -28,980 | 92,761 | 13,762 | ||||||||||
Foreign currency translation adjustment losses | 19,600 | 121,612 | 137,921 | 7,546 | ||||||||||
Convenience translation | ||||||||||||||
Convenience translation rate (RMB to USD) | 6.2046 | 6.2046 | ||||||||||||
Short-term investments | ||||||||||||||
Impairment losses related to short-term investments | 0 | 0 | 0 | |||||||||||
Investment in equity investees | ||||||||||||||
Impairment losses related to equity investments | 0 | 0 | 0 | |||||||||||
Property, equipment and software, net | ||||||||||||||
Estimated useful lives | 3 years | 5 years | 5 years | 5 years | 3 years | 5 years | 40 years | |||||||
Estimated useful lives | Over the shorter of the expected life of leasehold improvements or the lease term | |||||||||||||
Loan receivables, net | ||||||||||||||
Loan periods extended range | 7 days | 182 days | ||||||||||||
Construction in progress | ||||||||||||||
Amount of construction in progress | $310,882 | 1,928,899 | 1,237,644 |
Summary_of_significant_account4
Summary of significant accounting policies (Details 2) (CNY) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Goodwill | |||
Impairment loss | 0 | 0 | 0 |
Impairment of long-lived assets | |||
Impairment loss | 0 | 0 | 0 |
Domain name | |||
Intangible assets, net | |||
Estimated useful lives | 10 years | ||
Copyrights | Minimum | |||
Intangible assets, net | |||
Estimated useful lives | 2 years | ||
Copyrights | Maximum | |||
Intangible assets, net | |||
Estimated useful lives | 5 years | ||
Land use rights | |||
Intangible assets, net | |||
Estimated useful lives | 50 years |
Summary_of_significant_account5
Summary of significant accounting policies (Details 3) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
USD ($) | CNY | CNY | CNY | PRC | PRC | Electronics and home appliance products | Electronics and home appliance products | Electronics and home appliance products | General merchandise products | General merchandise products | General merchandise products | |
item | General reserve fund | Statutory surplus reserve | CNY | CNY | CNY | CNY | CNY | CNY | ||||
Foreign invested enterprise | Domestic enterprise | |||||||||||
Revenue | ||||||||||||
Online direct sales | $17,494,965,000 | 108,549,258,000 | 67,017,977,000 | 40,334,551,000 | 90,890,026,000 | 56,814,078,000 | 34,011,756,000 | 17,659,232,000 | 10,203,899,000 | 6,322,795,000 | ||
Fulfillment | ||||||||||||
Shipping cost | 4,077,586,000 | 2,068,781,000 | 1,615,912,000 | |||||||||
Marketing | ||||||||||||
Advertising costs | 2,780,642,000 | 1,491,467,000 | 1,015,991,000 | |||||||||
Statutory reserves | ||||||||||||
Minimum portion of after tax profit to be allocated to general reserve under PRC law (as a percentage) | 10.00% | |||||||||||
Maximum percentage of statutory general reserve related to entity's registered capital | 50.00% | |||||||||||
Minimum portion of after tax profit to be allocated to statutory surplus under PRC law (as a percentage) | 10.00% | |||||||||||
Maximum percentage of statutory surplus reserve related to entity's registered capital | 50.00% | |||||||||||
Appropriations of statutory reserves | 12,361,000 | 810,000 | 1,838,000 | |||||||||
Appropriations to other reserve funds | 0 | 0 | 0 | |||||||||
Customer incentives and loyalty programs | ||||||||||||
Types of Discounted Coupons | 2 | 2 |
Concentration_and_risks_Detail
Concentration and risks (Details) (Currency convertibility risk, CNY) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Currency convertibility risk | ||
Concentration and risks | ||
Cash and cash equivalents, restricted cash and short-term investments | 9,054,762 | 9,865,714 |
Restricted_cash_and_restricted1
Restricted cash and restricted time deposit (Details) | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | USD ($) | CNY | CNY | Bank loan | Bank loan | Restricted cash for issuance of bank acceptance and letter of guarantee | Restricted cash for issuance of bank acceptance and letter of guarantee | Restricted cash for collaterals for the short-term bank loans | Restricted cash for collaterals for the short-term bank loans | Restricted cash for capital verification of establishment of new entities | Restricted cash for capital verification of establishment of new entities |
USD ($) | USD ($) | CNY | CNY | CNY | CNY | CNY | CNY | ||||
Restricted cash and restricted time deposit | |||||||||||
Restricted cash | $489,683 | 3,038,286 | 1,887,387 | 1,038,286 | 342,387 | 2,000,000 | 1,000,000 | 0 | 545,000 | ||
Short-term bank loans | $304,737 | 1,890,771 | 932,826 | $309,000 | $153,000 | ||||||
Term of bank deposits | 1 year | 1 year |
Fair_value_measurement_Details
Fair value measurement (Details) (CNY) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Investment | |||
Gross unrealized gains | 14,512 | 0 | |
Gross unrealized losses | 1,527 | 0 | |
Impairment charges | 0 | 0 | 0 |
Assets | |||
Cost Method Investments | 586,959 | 36,502 | |
Wealth management product | |||
Investment | |||
Gross unrealized gains | 24,344 | 23,224 | |
Recurring basis | |||
Assets | |||
Restricted cash | 3,038,286 | 1,887,387 | |
Total assets | 19,957,947 | 8,395,873 | |
Recurring basis | Time deposits | |||
Assets | |||
Short-term investments | 10,402,301 | ||
Recurring basis | Wealth management product | |||
Assets | |||
Short-term investments | 1,759,342 | 1,903,224 | |
Recurring basis | Available for sale securities | |||
Assets | |||
Investment securities | 434,118 | ||
Recurring basis | Time deposits | |||
Assets | |||
Cash equivalents: | 4,323,900 | 4,605,262 | |
Recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Assets | |||
Total assets | 434,118 | ||
Recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | Available for sale securities | |||
Assets | |||
Investment securities | 434,118 | ||
Recurring basis | Significant Other Observable Inputs (Level 2) | |||
Assets | |||
Restricted cash | 3,038,286 | 1,887,387 | |
Total assets | 19,523,829 | 8,395,873 | |
Recurring basis | Significant Other Observable Inputs (Level 2) | Time deposits | |||
Assets | |||
Short-term investments | 10,402,301 | ||
Recurring basis | Significant Other Observable Inputs (Level 2) | Wealth management product | |||
Assets | |||
Short-term investments | 1,759,342 | 1,903,224 | |
Recurring basis | Significant Other Observable Inputs (Level 2) | Time deposits | |||
Assets | |||
Cash equivalents: | 4,323,900 | 4,605,262 |
Investment_in_equity_investees2
Investment in equity investees (Details) | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | USD ($) | CNY | CNY | Cost method | Cost method |
CNY | CNY | ||||
Equity investee activity [Roll Forward] | |||||
Balance at year beginning | $94,601 | 586,959 | 36,502 | 36,502 | 2,840 |
Additions | 552,493 | 34,502 | |||
Disposals and transfers | -840 | ||||
Foreign currency translation adjustments | -2,036 | ||||
Balance at year end | $94,601 | 586,959 | 36,502 | 586,959 | 36,502 |
Investment_in_equity_investees3
Investment in equity investees (Details 2) | 12 Months Ended | 1 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2014 |
USD ($) | CNY | CNY | CNY | Shanghai Icson | |
CNY | |||||
Schedule of Cost-method Investments [Line Items] | |||||
Consideration allocated of equity investment | $70,042 | 434,585 | 35,133 | 2,000 | 252,779 |
Minimum price of call option | 800,000 |
Business_Combination_Details
Business Combination (Details) | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 31, 2012 | Dec. 31, 2014 | Oct. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2012 |
USD ($) | CNY | CNY | Chinabank Payment and Chinabank Payment Technology | Chinabank Payment and Chinabank Payment Technology | Chinabank Payment and Chinabank Payment Technology | Chinabank Payment and Chinabank Payment Technology | Chinabank Payment and Chinabank Payment Technology | |
CNY | CNY | CNY | Online payment and other licenses | Online payment and other licenses | ||||
CNY | ||||||||
Business combination | ||||||||
Equity interests acquired | 100.00% | |||||||
Tangible assets acquired and liabilities assumed | ||||||||
Cash | 5,781,000 | |||||||
Accounts payable | -53,936,000 | |||||||
Advance from customers | -6,552,000 | |||||||
Others | -3,442,000 | |||||||
Identifiable intangible assets: | ||||||||
Intangible assets acquired | 189,000,000 | |||||||
Identifiable net assets acquired | 130,851,000 | |||||||
Cash consideration | 145,500,000 | |||||||
Goodwill | 422,665,000 | 2,622,470,000 | 14,649,000 | 14,649,000 | ||||
Amortization years | 15 years | |||||||
Goodwill measurement period adjustment | 0 |
Business_Combination_Details_2
Business Combination (Details 2) | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 10, 2014 | Mar. 10, 2014 | Mar. 10, 2014 | Mar. 10, 2014 | Mar. 10, 2014 | Mar. 10, 2014 | Mar. 10, 2014 | Mar. 10, 2014 | Mar. 10, 2014 | Mar. 10, 2014 | Mar. 10, 2014 | Mar. 10, 2014 | Mar. 10, 2014 | Mar. 10, 2014 | Mar. 10, 2014 | Mar. 10, 2014 | Mar. 10, 2014 | Mar. 10, 2014 | Mar. 10, 2014 | Mar. 10, 2014 | Mar. 10, 2014 | Mar. 10, 2014 | Mar. 10, 2014 | Mar. 10, 2014 |
In Thousands, except Share data, unless otherwise specified | USD ($) | CNY | CNY | Transaction with Tencent | Transaction with Tencent | Acquisition transaction | Acquisition transaction | Acquisition transaction | Acquisition transaction | Acquisition transaction | Acquisition transaction | Acquisition transaction | Acquisition transaction | Acquisition transaction | Acquisition transaction | Acquisition transaction | Acquisition transaction | Acquisition transaction | Acquisition transaction | Acquisition transaction | Acquisition transaction | Acquisition transaction | Acquisition transaction | Strategic Cooperation Agreement | Strategic Cooperation Agreement | Non-compete Agreement | Non-compete Agreement |
Huang River Investment Limited | Huang River Investment Limited | CNY | CNY | Call Option | Logistic workforce | Logistic workforce | Land use rights | Land use rights | Shanghai Icson | Shanghai Icson | Combined Platform Business | Combined Platform Business | Combined Platform Business | Combined Platform Business | Combined Platform Business | Combined Platform Business | Combined Platform Business | Combined Platform Business | Strategic Cooperation, Non-compete, Investment in Shanghai Icson, Logistics workforce, Land use right, and Net cash acquired | CNY | CNY | ||||||
CNY | CNY | CNY | CNY | CNY | CNY | Technology | Technology | Domain names and trademark | Domain names and trademark | Advertising Customer Relationship | Advertising Customer Relationship | CNY | |||||||||||||||
item | CNY | CNY | CNY | ||||||||||||||||||||||||
Acquisition Of Certain Business, Equity Investment And Intangible Assets | |||||||||||||||||||||||||||
Business operation acquired (as a percent) | 100.00% | ||||||||||||||||||||||||||
Number of online marketplace platforms acquired | 2 | ||||||||||||||||||||||||||
Percentage of equity interest acquired | 9.90% | ||||||||||||||||||||||||||
Minimum price to be paid to acquire remaining equity interest in acquiree | 800,000 | ||||||||||||||||||||||||||
Maximum period to acquire remaining interest in acquiree | 3 years | ||||||||||||||||||||||||||
Ordinary shares issued as consideration for the Transaction | 351,678,637 | ||||||||||||||||||||||||||
Shares issued on a fully diluted basis (as a percent) | 15.00% | ||||||||||||||||||||||||||
Discount rate (as a percent) | 22.00% | 17.50% | 17.50% | ||||||||||||||||||||||||
Allocation of purchase price | |||||||||||||||||||||||||||
Fair value of Company's shares issued | 11,644,310 | 2,791,474 | 8,852,836 | ||||||||||||||||||||||||
Transaction costs | 20,705 | ||||||||||||||||||||||||||
Intangible assets acquired | 13,900 | 73,632 | 108,800 | 33,100 | 80,400 | 6,075,289 | 1,442,389 | ||||||||||||||||||||
Cash | 60,284 | ||||||||||||||||||||||||||
Other current assets | 3,587 | ||||||||||||||||||||||||||
Property, plant and equipment, net | 17,647 | ||||||||||||||||||||||||||
Current liabilities | -63,871 | ||||||||||||||||||||||||||
Goodwill | 422,665 | 2,622,470 | 14,649 | 2,593,420 | |||||||||||||||||||||||
Deferred tax liability | -41,893 | ||||||||||||||||||||||||||
Investment in Shanghai Icson | 252,779 | ||||||||||||||||||||||||||
Net cash acquired | 1,015,552 | ||||||||||||||||||||||||||
Total Purchase price | 11,665,015 | ||||||||||||||||||||||||||
Amortization years | 3 years | 40 years | 5 years | 10 years | 7 years | 5 years | 8 years |
Accounts_receivable_net_Detail
Accounts receivable, net (Details) | 12 Months Ended | ||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
CNY | CNY | USD ($) | Product sales and online marketplace receivables | Product sales and online marketplace receivables | Online payment processing transactions receivables | Online payment processing transactions receivables | Advertising receivables | Advertising receivables | Others | Others | |
CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | ||||
Accounts receivable | |||||||||||
Accounts receivable, gross | 2,043,243 | 380,938 | 182,412 | 35,083 | 62,705 | 44,372 | 219,567 | 43,466 | |||
Allowance for doubtful accounts | |||||||||||
Balance at beginning of the year | -1,770 | -1,877 | |||||||||
Additions | -72,608 | -559 | |||||||||
Reversals | 868 | 666 | |||||||||
Write-offs | 1,839 | ||||||||||
Balance at end of the year | -71,671 | -1,770 | |||||||||
Accounts receivable, net | 2,436,256 | 502,089 | $392,653 |
Inventories_net_Details
Inventories, net (Details) | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | USD ($) | CNY | CNY | Products | Products | Packing materials and others | Packing materials and others |
CNY | CNY | CNY | CNY | ||||
Inventories | |||||||
Inventories, net | $1,964,807 | 12,190,843 | 6,386,155 | 12,119,359 | 6,358,151 | 71,484 | 28,004 |
Prepayments_and_other_current_2
Prepayments and other current assets (Details) | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | USD ($) | CNY | CNY |
Prepayments and other current assets | |||
Receivables related to employees' exercise of share-based awards | 811,783 | ||
Interest receivables | 135,498 | 28,654 | |
Prepaid rental fees | 145,501 | 79,423 | |
Prepaid advertising costs | 45,677 | 31,977 | |
Deposits | 166,945 | 20,386 | |
Bridge loans | 157,438 | ||
Staff loans | 151,612 | ||
Employee advances | 16,217 | 12,809 | |
Others | 103,663 | 45,853 | |
Total | $279,526 | 1,734,334 | 219,102 |
Property_equipment_and_softwar2
Property, equipment and software, net (Details) | 12 Months Ended | |||||||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
CNY | CNY | CNY | USD ($) | Electronic Equipment | Electronic Equipment | Office equipment | Office equipment | Vehicles | Vehicles | Logistic and warehouse equipment | Logistic and warehouse equipment | Leasehold improvement | Leasehold improvement | Software | Software | Building | Building | |
CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | |||||
Property, equipment and software, net | ||||||||||||||||||
Total property, equipment and software | 3,433,750 | 1,527,408 | 1,372,896 | 671,491 | 33,190 | 30,326 | 530,731 | 199,780 | 598,831 | 232,603 | 136,522 | 59,983 | 100,215 | 57,508 | 661,365 | 275,717 | ||
Less: Accumulated depreciation | -1,025,312 | -502,980 | ||||||||||||||||
Net book value | 2,408,438 | 1,024,428 | 388,170 | |||||||||||||||
Depreciation expenses | 514,974 | 257,213 | 169,277 |
Intangible_assets_net_Details
Intangible assets, net (Details) | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | USD ($) | CNY | CNY | Intangible assets excluding land use rights | Intangible assets excluding land use rights | Intangible assets excluding land use rights | Strategic Cooperation Agreement | Non-compete Agreement | Technology | Advertising Customer Relationship | Domain names and trademark | Domain names and trademark | Logistic workforce | Online payment and other licenses | Online payment and other licenses | Copyrights | Copyrights |
CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | ||||
Intangible assets, net | |||||||||||||||||
Gross carrying amount | 8,025,520 | 247,158 | 6,075,289 | 1,447,189 | 110,900 | 80,400 | 79,969 | 40,353 | 13,900 | 189,000 | 189,000 | 28,873 | 17,805 | ||||
Less: Accumulated amortization | -1,147,573 | -31,356 | -915,455 | -146,364 | -17,965 | -9,283 | -12,447 | -5,926 | -3,745 | -27,300 | -14,700 | -15,014 | -10,730 | ||||
Intangible assets, net | 1,108,524 | 6,877,947 | 215,802 | 6,877,947 | 215,802 | 5,159,834 | 1,300,825 | 92,935 | 71,117 | 67,522 | 34,427 | 10,155 | 161,700 | 174,300 | 13,859 | 7,075 | |
Amortization expenses | 1,116,217 | 24,228 | 6,888 | ||||||||||||||
Amortization expenses related to the intangible assets for future periods | |||||||||||||||||
2015 | 1,457,322 | ||||||||||||||||
2016 | 1,455,765 | ||||||||||||||||
2017 | 1,451,273 | ||||||||||||||||
2018 | 1,450,343 | ||||||||||||||||
2019 | 517,711 | ||||||||||||||||
2020 and thereafter | 545,533 |
Land_use_rights_net_Details
Land use rights, net (Details) | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | USD ($) | CNY | CNY | Land use rights | Land use rights | Land use rights |
CNY | CNY | CNY | ||||
Land use rights, net | ||||||
Land use rights | 1,108,125 | 620,383 | ||||
Less: Accumulated amortization | -40,872 | -21,530 | ||||
Net book value | 172,010 | 1,067,253 | 598,853 | |||
Amortization expenses | 19,342 | 11,700 | 9,565 | |||
Amortization expenses related to the land use rights for future periods | ||||||
2015 | 22,162 | |||||
2016 | 22,162 | |||||
2017 | 22,162 | |||||
2018 | 22,162 | |||||
2019 | 22,162 | |||||
2020 and thereafter | 956,443 |
Other_noncurrent_assets_Detail
Other non-current assets (Details) | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | USD ($) | CNY | CNY |
Other non-current assets | |||
Prepayments for purchase of office building | 288,999 | 100,000 | |
Staff loans | 132,932 | ||
Prepayments for purchase of land use rights | 96,911 | 22,000 | |
Rental deposits | 108,621 | 54,408 | |
Prepayments for purchase of property, equipment and software | 110,469 | 34,456 | |
Prepayments for construction in progress | 33,765 | ||
Others | 20,391 | 24,312 | |
Total | $100,795 | 625,391 | 401,873 |
Shortterm_bank_loans_Details
Short-term bank loans (Details) | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 30, 2013 | Nov. 04, 2013 | Nov. 30, 2013 | Mar. 07, 2014 | Mar. 07, 2014 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | USD ($) | CNY | CNY | Bank loan | Bank loan | Bank loan | Bank loan | Bank loan | Bank loan | Bank loan | Bank loan |
USD ($) | USD ($) | Short-term bank loan entered in November 2013 | Short-term bank loan entered in November 2013 | Short-term bank loan entered in November 2013 | Short-term bank loan entered in March 2014 | Short-term bank loan entered in March 2014 | Short-term bank loan entered in March 2014 | ||||
USD ($) | LIBOR | USD ($) | LIBOR | ||||||||
Short-term bank loans | |||||||||||
Face value of debt instrument | $153,000 | $309,000 | |||||||||
Short-term bank loans | $304,737 | 1,890,771 | 932,826 | $309,000 | $153,000 | ||||||
Percentage over variable rate basis | 1.30% | 0.80% | |||||||||
Description of variable rate basis | 1-month London Inter-Bank Offered Rate | 1-month LIBOR |
Accrued_expenses_and_other_cur2
Accrued expenses and other current liabilities (Details) | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | USD ($) | CNY | CNY |
Accrued expenses and other current liabilities | |||
Salary and welfare payable | 1,577,761 | 1,080,072 | |
Deposits | 1,834,172 | 857,573 | |
Payable related to employees' exercise of share-based awards | 811,783 | ||
Rental fee payables | 69,341 | 22,155 | |
Professional fee accruals | 48,121 | 63,280 | |
Others | 970,654 | 246,718 | |
Total | $856,113 | 5,311,832 | 2,269,798 |
Others_net_Details
Others, net (Details) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
USD ($) | CNY | CNY | CNY | |
Others, net | ||||
Foreign exchange gains/(losses), net | ($4,671) | -28,980 | 92,761 | 13,762 |
Government financial incentives | 214,623 | 120,301 | 41,690 | |
Others | 30,944 | -19,507 | 4,873 | |
Total | $34,907 | 216,587 | 193,555 | 60,325 |
Taxation_Details
Taxation (Details) | 12 Months Ended | 0 Months Ended | 72 Months Ended | 48 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 16, 2007 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2011 | |
Taxation | |||||||
Applicable tax rate approved (as a percent) | 25.00% | 25.00% | 25.00% | ||||
Beijing Shangke | Software enterprise | |||||||
Taxation | |||||||
Number of years exempted from income tax | 2 years | ||||||
Number of years half exempted income tax | 3 years | ||||||
PRC | |||||||
Taxation | |||||||
Applicable tax rate approved (as a percent) | 25.00% | ||||||
Withholding tax rate on dividend distributed by FIE | 10.00% | ||||||
Maximum rate of withholding tax for dividends paid by an FIE in China to its immediate holding company in Hong Kong under specified conditions | 5.00% | ||||||
Minimum ownership percentage of the FIE by foreign investors to qualify for withholding tax rate limit for dividends paid by an FIE in China to its immediate holding company in Hong Kong | 25.00% | ||||||
PRC | Chinabank Payment Technology | High and new technology enterprise | |||||||
Taxation | |||||||
Preferential corporate income tax rate (as a percent) | 15.00% | ||||||
PRC | Beijing Shangke | High and new technology enterprise | |||||||
Taxation | |||||||
Preferential corporate income tax rate (as a percent) | 15.00% | ||||||
PRC | Sales of audio, video products and books | |||||||
Taxation | |||||||
VAT rate (as a percent) | 13.00% | ||||||
PRC | Sales of other products | |||||||
Taxation | |||||||
VAT rate (as a percent) | 17.00% | ||||||
PRC | Online advertising and other services | |||||||
Taxation | |||||||
VAT rate (as a percent) | 6.00% | ||||||
Percentage of cultural undertaking development fees | 3.00% | ||||||
Business tax rate (as a percent) | 5.00% | ||||||
PRC | Logistic services | |||||||
Taxation | |||||||
VAT rate one (as a percent) | 6.00% | ||||||
VAT rate two (as a percent) | 11.00% | ||||||
Business tax rate (as a percent) | 3.00% | ||||||
PRC | Online payment services | Chinabank Payment | |||||||
Taxation | |||||||
Business tax rate (as a percent) | 5.00% | ||||||
PRC | Online payment services | Chinabank Payment Technology | |||||||
Taxation | |||||||
Business tax rate (as a percent) | 5.00% | ||||||
Hong Kong | |||||||
Taxation | |||||||
Profit tax rate (as a percent) | 16.50% |
Taxation_Details_2
Taxation (Details 2) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 |
CNY | CNY | CNY | USD ($) | |
Reconciliation of differences between statutory tax rate and effective tax rate | ||||
Statutory income tax rate (as a percent) | 25.00% | 25.00% | 25.00% | |
Tax effect of preferential tax treatments (as a percent) | 1.70% | 172.30% | 0.00% | |
Tax effect of tax-exempt entities (as a percent) | -22.40% | 54.70% | 0.30% | |
Effect on tax rates in different tax jurisdiction (as a percent) | 0.10% | 22.10% | 0.20% | |
Tax effect of non-deductible expenses (as a percent) | -3.40% | -148.40% | -3.30% | |
Tax effect of non-taxable income (as a percent) | 1.10% | 36.50% | 0.30% | |
Changes in valuation allowance (as a percent) | -0.50% | -97.00% | -22.00% | |
Expiration of loss carry forward (as a percent) | -2.00% | -65.10% | -0.90% | |
Effective tax rates (as a percent) | -0.40% | 0.10% | -0.40% | |
Deferred tax assets | ||||
Allowance for doubtful accounts | 17,918 | 443 | ||
Deferred revenues | 39,270 | 52,132 | ||
Net operating loss carry forwards | 874,270 | 853,258 | ||
Less: valuation allowance | -931,458 | -905,833 | -857,413 | |
Net deferred tax assets | 0 | 0 | ||
Current deferred tax liabilities | ||||
Interest income | 5,650 | 6,087 | ||
Intangible assets arisen from business combination | 38,162 | |||
Total current deferred tax liabilities | 43,812 | 6,087 | 7,061 | |
Net operating loss carry forwards | 3,623,104 | |||
Movement of valuation allowance | ||||
Balance at beginning of the period | 905,833 | 857,413 | 478,120 | |
Additions | 156,820 | 81,119 | 399,568 | |
Reversals | -131,195 | -32,699 | -20,275 | |
Balance at end of the period | 931,458 | 905,833 | 857,413 |
Convertible_Preferred_Shares_D
Convertible Preferred Shares (Details) | 12 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||||||||||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 27, 2007 | 28-May-14 | Mar. 27, 2007 | Sep. 21, 2010 | Aug. 15, 2007 | 28-May-14 | Aug. 15, 2007 | Sep. 21, 2010 | Jan. 12, 2009 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | 28-May-14 | Dec. 31, 2011 | Jan. 12, 2009 | Sep. 21, 2010 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 28-May-14 | Sep. 21, 2010 |
USD ($) | CNY | CNY | Series A and A-1 convertible preferred shares | Series A and A-1 convertible preferred shares | Series A and A-1 convertible preferred shares | Series A convertible redeemable preferred shares | Series A convertible redeemable preferred shares | Series A convertible redeemable preferred shares | Series A-1 convertible preferred shares | Series A-1 convertible preferred shares | Series A-1 convertible preferred shares | Series A-1 convertible preferred shares | Series B convertible preferred shares | Series B convertible preferred shares | Series B convertible preferred shares | Series B convertible preferred shares | Series B convertible preferred shares | Series B convertible preferred shares | Series B convertible preferred shares | Series B convertible preferred shares | Series C Preferred Shares | Series C Preferred Shares | Series C Preferred Shares | Series C Preferred Shares | Series C Preferred Shares | Series C Preferred Shares | |
CNY | CNY | CNY | USD ($) | CNY | USD ($) | USD ($) | CNY | USD ($) | USD ($) | CNY | CNY | CNY | CNY | CNY | USD ($) | USD ($) | CNY | CNY | CNY | CNY | USD ($) | ||||||
Number of shares | |||||||||||||||||||||||||||
Preferred Stock, Shares Outstanding, Beginning Balance (in shares) | 191,894,000 | 191,894,000 | 191,894,000 | 155,000,000 | 36,894,000 | 59,539,244 | 84,786,405 | 59,539,244 | 84,786,405 | ||||||||||||||||||
Conversion of preferred shares to ordinary shares (in shares) | -191,894,000 | 64,579,075 | 15,498,980 | 25,247,161 | -59,539,244 | -25,247,161 | -258,316,305 | ||||||||||||||||||||
Preferred Stock, Shares Outstanding, Ending Balance (in shares) | 0 | 191,894,000 | 191,894,000 | 155,000,000 | 36,894,000 | 59,539,244 | 0 | 59,539,244 | 59,539,244 | 84,786,405 | |||||||||||||||||
Amount | |||||||||||||||||||||||||||
Preferred Stock, Value, Beginning Balance | 255,850 | 255,850 | 255,850 | 215,626 | 40,224 | 88,241 | 126,417 | 88,241 | 126,417 | ||||||||||||||||||
Conversion to ordinary shares | 2,494,116 | 15,474,994 | 38,176 | -255,850 | -88,241 | -38,176 | -15,130,903 | ||||||||||||||||||||
Preferred Stock, Value, Ending Balance | 0 | 255,850 | 255,850 | 215,626 | 40,224 | 88,241 | 0 | 88,241 | 88,241 | 126,417 | |||||||||||||||||
Number of shares | |||||||||||||||||||||||||||
Convertible redeemable preferred shares, balance at beginning of the period (in shares) | 258,316,305 | 258,316,305 | 258,316,305 | 258,316,305 | |||||||||||||||||||||||
Conversion of preferred shares to ordinary shares (in shares) | -191,894,000 | 64,579,075 | 15,498,980 | 25,247,161 | -59,539,244 | -25,247,161 | -258,316,305 | ||||||||||||||||||||
Convertible redeemable preferred shares, balance at end of the period (in shares) | 0 | 258,316,305 | 258,316,305 | 258,316,305 | |||||||||||||||||||||||
Amount | |||||||||||||||||||||||||||
Convertible redeemable preferred shares,balance at beginning of the period | 7,173,263 | 4,737,897 | 3,150,443 | 15,130,903 | |||||||||||||||||||||||
Preferred shares redemption value accretion | 7,957,640 | 2,435,366 | 1,587,454 | ||||||||||||||||||||||||
Conversion to ordinary shares | 2,494,116 | 15,474,994 | 38,176 | -255,850 | -88,241 | -38,176 | -15,130,903 | ||||||||||||||||||||
Convertible redeemable preferred shares,balance at end of the period | 0 | 7,173,263 | 4,737,897 | 15,130,903 | |||||||||||||||||||||||
Shares issued | 155,000,000 | 130,940,000 | 235,310,000 | 178,238,250 | |||||||||||||||||||||||
Issue Price per Share (in dollars per share) | $0.03 | $0.04 | $0.09 | $0.77 | |||||||||||||||||||||||
Proceeds from Issuance, convertible preferred shares | 5,000 | 5,000 | 21,000 | ||||||||||||||||||||||||
Proceeds from issuance, convertible redeemable preferred shares | 138,000 | ||||||||||||||||||||||||||
Preferred shares, shares Outstanding | 0 | 191,894,000 | 191,894,000 | 155,000,000 | 36,894,000 | 59,539,244 | 0 | 59,539,244 | 59,539,244 | 84,786,405 | |||||||||||||||||
Convertible redeemable preferred shares, shares Outstanding | 0 | 258,316,305 | 258,316,305 | 258,316,305 | |||||||||||||||||||||||
Preferred shares,carrying Amount | 0 | 255,850 | 255,850 | 215,626 | 40,224 | 88,241 | 0 | 88,241 | 88,241 | 126,417 | |||||||||||||||||
Convertible redeemable preferred shares, carrying Amount | 0 | 7,173,263 | 4,737,897 | 15,130,903 | |||||||||||||||||||||||
Accretion of Series C Preference Shares | 7,957,640 |
Redesignation_of_Series_B_Pref1
Re-designation of Series B Preferred Shares (Details) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 21, 2010 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
USD ($) | CNY | CNY | CNY | Series B convertible preferred shares | Series B convertible preferred shares | Series B convertible preferred shares | Series B convertible preferred shares | |
CNY | ||||||||
Exchange and re-designation of series A-1 and series B preferred shares | ||||||||
Conversion of preferred shares to ordinary shares (in shares) | 15,498,980 | 25,247,161 | -59,539,244 | -25,247,161 | ||||
Adjustments to additional paid-in capital | 34,108 | |||||||
Foreign currency translation adjustments | ($19,600) | -121,612 | -137,921 | -7,546 | 4,065 |
Warrants_Details
Warrants (Details) | 12 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2012 | Sep. 21, 2010 | Dec. 31, 2012 | Feb. 29, 2012 | Sep. 21, 2010 | Sep. 21, 2010 | Sep. 21, 2010 | Sep. 21, 2010 |
CNY | Warrants-C | Ordinary shares | Ordinary shares | Ordinary shares | Series C Preferred Shares | Series C Preferred Shares | Series C Preferred Shares | |
CNY | Warrants-C | Warrants-C | Warrants-C | Ordinary shares | Ordinary shares | |||
CNY | USD ($) | individual | Warrants-C | Warrants-C | ||||
Investor one | Investor two | |||||||
Warrants | ||||||||
Number of investors whom warrants are granted | 2 | |||||||
Number of shares issuable in exchange of warrants | 78,786,475 | 5,166,325 | ||||||
Exercise price | $0.77 | |||||||
Relative fair value of the warrant | 15,327 | |||||||
Shares issued upon exercise of warrants | 83,952,800 | 83,952,800 | ||||||
Proceeds from exercise of Warrants-C | 410,164 | 410,164 |
Ordinary_Shares_Details
Ordinary Shares (Details) (USD $) | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2014 | 31-May-14 | Dec. 31, 2013 | Dec. 31, 2014 | |
Ordinary Shares | ||||
Ordinary shares, par value (in dollars per share) | 0.00002 | $0.00 | ||
Ordinary shares reserved for issuance | 563,842,725 | 59,786,401 | ||
RSUs and share options | ||||
Ordinary Shares | ||||
Ordinary shares reserved for issuance | 54,093,176 | 59,786,401 | ||
Ordinary shares | Huang River Investment Limited | ||||
Ordinary Shares | ||||
Ordinary shares issued | 351,678,637 | |||
Common Class A | ||||
Ordinary Shares | ||||
Ordinary shares issued | 166,120,400 | |||
Common Class A | Private Placement | ||||
Ordinary Shares | ||||
Ordinary shares issued | 139,493,960 | |||
Preferred Shares | ||||
Ordinary Shares | ||||
Ordinary shares reserved for issuance | 509,749,549 |
Sharebased_Compensation_Detail
Share-based Compensation (Details) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 20, 2013 | Dec. 20, 2013 | Dec. 20, 2013 | Dec. 20, 2013 | Dec. 31, 2013 | Dec. 20, 2013 |
CNY | CNY | CNY | Share option exchange program | Share option exchange program | Share option exchange program | Share option exchange program | Share option exchange program | Share option exchange program | |
CNY | Minimum | Maximum | Unvested RSUs | Unvested RSUs | Options | ||||
USD ($) | |||||||||
Share-based compensation | |||||||||
Share-based compensation expenses recognized | 4,249,548 | 261,173 | 225,039 | ||||||
Number of ordinary shares available for future grants | 240,095,221 | ||||||||
Exercise price of shares exchanged (in dollars per share) | $3.96 | ||||||||
Number of unvested RSUs exchanged (in shares) | 7,954,526 | 7,954,526 | |||||||
Number of options issued upon exchange of unvested RSUs (in shares) | 23,863,578 | ||||||||
Incremental value of shares as a result of share exchange recognized as compensation expense (in CNY) | 89,030 | ||||||||
Year in which shares are vested | 1 year | 6 years |
Sharebased_Compensation_Detail1
Share-based Compensation (Details 2) | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
USD ($) | CNY | CNY | CNY | Employees | Employees | Employees | Employees | Employees | Employees | Employees | Employees | Employees | Employees | Employees | Employees | Employees | Employees | Employees | Employees | Employees | Employees | Employees | Employees | Employees | Employees | Employees | Employees | Employees | Employees | Employees | Employees | Employees | Employees | Employees | |
Non-vested ordinary shares | Non-vested ordinary shares | Non-vested ordinary shares | Non-vested ordinary shares | Non-vested ordinary shares | Non-vested ordinary shares | Non-vested ordinary shares | Unvested RSUs | Unvested RSUs | Unvested RSUs | Unvested RSUs | Unvested RSUs | Unvested RSUs | Unvested RSUs | Unvested RSUs | Unvested RSUs | Unvested RSUs | Unvested RSUs | Unvested RSUs | Unvested RSUs | Options | Options | Options | Options | Options | Options | Options | Options | Options | Options | Options | |||||
CNY | USD ($) | CNY | USD ($) | CNY | Minimum | Maximum | CNY | Minimum | Maximum | Vesting Based On Service | Vesting Based On Service | Vesting Based On Service | Vesting Based On Service | Vesting Based On Service | Vesting Based On Service | Vesting Based On Performance | Vesting Based On Performance | Vesting Based On Performance | Vesting Based On Performance | USD ($) | CNY | USD ($) | CNY | CNY | Minimum | Minimum | Maximum | Maximum | Vesting Based On Service | Vesting Based On Service | |||||
USD ($) | CNY | USD ($) | CNY | USD ($) | CNY | USD ($) | CNY | CNY | CNY | USD ($) | USD ($) | USD ($) | USD ($) | ||||||||||||||||||||||
Share-based compensation | |||||||||||||||||||||||||||||||||||
Year in which shares are vested | 3 years | 6 years | 3 years | 6 years | 3 years | 6 years | |||||||||||||||||||||||||||||
Number of Shares | |||||||||||||||||||||||||||||||||||
Unvested at the beginning of the year (in shares) | 2,829,080 | 2,829,080 | 8,688,844 | 8,688,844 | 27,150,848 | 27,150,848 | 30,818,337 | 30,818,337 | 4,905,776 | 4,905,776 | |||||||||||||||||||||||||
Granted (in shares) | 14,588,400 | 14,588,400 | 15,075,413 | 15,075,413 | 33,701,641 | 33,701,641 | 1,515,151 | 1,515,151 | 0 | 0 | |||||||||||||||||||||||||
RSUs exchanged in connection with the share option exchange program (in shares) | -7,954,526 | -7,954,526 | |||||||||||||||||||||||||||||||||
Vested (in shares) | -2,320,633 | -2,320,633 | -5,642,161 | -5,642,161 | -6,385,905 | -6,385,905 | -6,365,824 | -6,365,824 | -4,689,658 | -4,689,658 | |||||||||||||||||||||||||
Forfeited (in shares) | -508,447 | -508,447 | -217,603 | -217,603 | -3,649,817 | -3,649,817 | -4,422,552 | -4,422,552 | -3,099,422 | -3,099,422 | -48,493 | -48,493 | |||||||||||||||||||||||
Unvested at the end of the year (in shares) | 0 | 0 | 2,829,080 | 2,829,080 | 31,703,526 | 31,703,526 | 27,150,848 | 27,150,848 | 30,818,337 | 30,818,337 | 1,466,658 | 1,466,658 | |||||||||||||||||||||||
Weighted-Average Grant-Date Fair Value | |||||||||||||||||||||||||||||||||||
Unvested at the beginning of the year (in dollars per share) | $0.24 | $0.19 | $3.77 | $3.65 | $3.42 | ||||||||||||||||||||||||||||||
Granted (in dollars per share) | $8.43 | $3.95 | $3.67 | $6.33 | |||||||||||||||||||||||||||||||
RSUs exchanged in connection with the share option exchange program (in dollars per share) | $3.83 | ||||||||||||||||||||||||||||||||||
Vested (in dollars per share) | $0.24 | $0.16 | $3.71 | $3.62 | $3.59 | ||||||||||||||||||||||||||||||
Forfeited (in dollars per share) | $0.24 | $0.17 | $5.07 | $3.66 | $3.63 | $6.33 | |||||||||||||||||||||||||||||
Unvested at the end of the year (in dollars per share) | $0 | $0.24 | $5.77 | $3.77 | $3.65 | $6.33 | |||||||||||||||||||||||||||||
Number of share options | |||||||||||||||||||||||||||||||||||
Outstanding at the beginning of the year (in shares) | 26,912,328 | ||||||||||||||||||||||||||||||||||
Granted (in shares) | 2,745,000 | 3,048,750 | 3,048,750 | 0 | 2,745,000 | 3,048,750 | |||||||||||||||||||||||||||||
Share options exchanged in connection with the share option exchange program | 23,863,578 | 23,863,578 | |||||||||||||||||||||||||||||||||
Outstanding at the end of the year (in shares) | 26,201,252 | 26,912,328 | |||||||||||||||||||||||||||||||||
Vested and expected to vest at the end of the year (in shares) | 23,581,127 | ||||||||||||||||||||||||||||||||||
Forfeited (in shares) | -2,606,232 | ||||||||||||||||||||||||||||||||||
Exercised | 0 | 0 | -849,844 | ||||||||||||||||||||||||||||||||
Exercisable at the end of the year (in shares) | 5,199,818 | ||||||||||||||||||||||||||||||||||
Weighted Average Exercise Price | |||||||||||||||||||||||||||||||||||
Outstanding at the beginning of the year (in dollars per share) | $3.96 | ||||||||||||||||||||||||||||||||||
Granted (in dollars per share) | $3.96 | $8.20 | |||||||||||||||||||||||||||||||||
Outstanding at the end of the year (in dollars per share) | $4.37 | $3.96 | |||||||||||||||||||||||||||||||||
Vested and expected to vest at the end of the year (in dollars per share) | $4.37 | ||||||||||||||||||||||||||||||||||
Share options exchanged in connection with the share option exchange program (in dollars per share) | $3.96 | ||||||||||||||||||||||||||||||||||
Exercised (in dollars per share) | $3.96 | $3.96 | |||||||||||||||||||||||||||||||||
Forfeited (in dollars per share) | $4.31 | ||||||||||||||||||||||||||||||||||
Exercisable at the end of the year (in dollars per share) | $3.96 | ||||||||||||||||||||||||||||||||||
Weighted Average Remaining Contractual Term (years) | |||||||||||||||||||||||||||||||||||
Outstanding at the end of the year | 8 years 6 months | 9 years 4 months 24 days | |||||||||||||||||||||||||||||||||
Vested and expected to vest at the end of the year | 8 years 6 months | ||||||||||||||||||||||||||||||||||
Exercisable at the end of the year | 8 years 6 months | ||||||||||||||||||||||||||||||||||
Additional disclosures | |||||||||||||||||||||||||||||||||||
Share-based compensation expenses recognized | 4,249,548,000 | 261,173,000 | 225,039,000 | 0 | 1,142,000 | 3,156,000 | 14,124,000 | 386,632,000 | 254,124,000 | 215,713,000 | 14,124,000 | 0 | 0 | 115,469,000 | 4,007,000 | 0 | |||||||||||||||||||
Weighted average grant date fair value of options granted | $4.48 | $1.94 | |||||||||||||||||||||||||||||||||
Unrecognized share-based compensation expense related to awards other than options | 794,926,000 | 17,912,000 | |||||||||||||||||||||||||||||||||
Unrecognized share-based compensation expense related to options | 184,446,000 | ||||||||||||||||||||||||||||||||||
Weighted-average period over which share-based compensation expense is expected to be recognized | 5 years | 5 years | 4 years 3 months 18 days | 4 years 3 months 18 days | 4 years 9 months 18 days | ||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | 6,648,000 | ||||||||||||||||||||||||||||||||||
Cash Receivable From Stock Option Exercises | 3,365,000 | ||||||||||||||||||||||||||||||||||
Assumptions used to calculate estimated fair value of each option grant | |||||||||||||||||||||||||||||||||||
Expected volatility (as a percent) | 52.00% | 47.00% | 53.00% | 50.00% | |||||||||||||||||||||||||||||||
Risk-free interest rate (per annum) (as a percent) | 2.42% | 1.83% | 3.50% | 2.91% | |||||||||||||||||||||||||||||||
Exercise multiples | 2.8 | 2.8 | 2.8 | ||||||||||||||||||||||||||||||||
Expected term (in years) | 10 years | 7 years 4 months 24 days | 10 years | ||||||||||||||||||||||||||||||||
Fair value of the underlying shares on the date of option grants (in dollars) | 3.96 | 3.96 | 6.33 | 12.51 | |||||||||||||||||||||||||||||||
Aggregate Intrinsic Value | |||||||||||||||||||||||||||||||||||
Outstanding at the end of the year (in dollars) | 189,729,000 | ||||||||||||||||||||||||||||||||||
Vested and expected to vest at the end of the year (in dollars) | 170,756,000 | ||||||||||||||||||||||||||||||||||
Exercisable at the end of the year (in dollars) | $39,571,000 |
Sharebased_Compensation_Detail2
Share-based Compensation (Details 3) | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Mar. 11, 2014 | Dec. 31, 2014 |
CNY | CNY | CNY | Non-employees | Non-employees | Non-employees | Non-employees | Non-employees | Non-employees | Founder | Founder | |
Unvested RSUs | Unvested RSUs | Unvested RSUs | Unvested RSUs | Unvested RSUs | Unvested RSUs | Unvested RSUs | Unvested RSUs | ||||
USD ($) | CNY | USD ($) | CNY | USD ($) | CNY | USD ($) | CNY | ||||
Number of Shares | |||||||||||
Unvested at the beginning of the year (in shares) | 30,000 | 30,000 | |||||||||
Granted (in shares) | 389,965 | 389,965 | 107,992 | 107,992 | 263,770 | 263,770 | 93,780,970 | ||||
Vested (in shares) | -5,000 | -5,000 | -77,992 | -77,992 | -263,770 | -263,770 | |||||
Unvested at the end of the year (in shares) | 414,965 | 414,965 | 30,000 | 30,000 | |||||||
Weighted-Average Grant-Date Fair Value | |||||||||||
Unvested at the beginning of the year (in dollars per share) | $3.96 | ||||||||||
Granted (in dollars per share) | $7.89 | $3.96 | $3.67 | ||||||||
Vested (in dollars per share) | $3.96 | $3.96 | $3.67 | $6.30 | |||||||
Unvested at the end of the year (in dollars per share) | $7.65 | $3.96 | |||||||||
Additional disclosures | |||||||||||
Share-based compensation expenses recognized | 4,249,548 | 261,173 | 225,039 | 15,917 | 1,900 | 6,170 | 3,685,041 | ||||
Unrecognized share-based compensation expense related to awards other than options | 14,090 | ||||||||||
Weighted-average period over which share-based compensation expense is expected to be recognized | 2 years 9 months 18 days | 2 years 9 months 18 days | |||||||||
Grant date fair value | $3.96 | $3.96 | $3.67 | $6.30 |
Net_loss_per_share_Details
Net loss per share (Details) | 12 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
USD ($) | CNY | CNY | CNY | |
item | ||||
Numerator: | ||||
Net loss | ($805,266) | -4,996,358 | -49,899 | -1,729,473 |
Series C Preferred Shares redemption value accretion | -1,282,539 | -7,957,640 | -2,435,366 | -1,587,454 |
Net loss attributable to holders of permanent equity securities | -2,087,805 | -12,953,998 | -2,485,265 | -3,316,927 |
Numerator for basic net loss per share of permanent equity securities | -2,087,805 | -12,953,998 | -2,485,265 | -3,316,927 |
Numerator for diluted net loss per share of permanent equity securities | -12,953,998 | -2,485,265 | -3,316,927 | |
Denominator: | ||||
Weighted average number of permanent equity securities-basic | 2,419,668,247 | 2,419,668,247 | 1,694,495,048 | 1,523,639,783 |
Weighted average number of permanent equity securities-diluted | 2,419,668,247 | 2,419,668,247 | 1,694,495,048 | 1,523,639,783 |
Basic net loss per share attributable to the holders of permanent equity securities | ($0.86) | -5.35 | -1.47 | -2.18 |
Diluted net loss per share attributable to the holders of permanent equity securities | ($0.86) | -5.35 | -1.47 | -2.18 |
Number of different classes of shares presented | 3 | 3 |
Net_loss_per_share_Details_2
Net loss per share (Details 2) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Non-vested ordinary shares, RSUs, and Options | |||
Anti-dilutive securities | |||
Anti-dilutive securities | 63,453,677 | 33,084,709 | 27,484,412 |
Warrants-C | |||
Anti-dilutive securities | |||
Anti-dilutive securities | 0 | 0 | 8,303,024 |
Related_party_transactions_Det
Related party transactions (Details) | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | USD ($) | CNY | Tencent Group | Tencent Group | Tencent Group | Tencent Group | PICOOC | PICOOC | Hangzhou Gubei | Hangzhou Gubei | Shanghai Icson Group | Shanghai Icson Group | Shanghai Icson Group | Haoyaoshi | Haoyaoshi | Jiangsu Suqian Network Co., Ltd. |
CNY | Commission service revenue from cooperation on advertising business | Online marketplace service | Purchase of advertising resources | CNY | Purchase of goods | CNY | Purchase of goods | CNY | Service and sales of goods | Service and purchases | Online marketplace service | Online marketplace service | Loan repayment | |||
CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | CNY | |||||||
Related party transactions | ||||||||||||||||
Amount of related party transactions | 95,287 | 272 | 88,076 | 12,383 | 2,178 | 164,811 | 103,976 | 8,297 | 8,391 | 1,500 | ||||||
Amount due from related parties | 66,453 | 412,314 | 174,949 | 237,365 | ||||||||||||
Amount due to related parties | $52,400 | 325,119 | -321,066 | -3,254 | -799 |
Employee_benefit_Details
Employee benefit (Details) (CNY) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Employee benefit | |||
Employee benefit expenses | 903,494 | 618,052 | 528,524 |
Lines_of_credit_Details
Lines of credit (Details) (CNY) | 12 Months Ended |
Dec. 31, 2014 | |
item | |
Lines of credit | |
Number of PRC commercial banks with whom entity had agreements | 14 |
Outstanding borrowings | 0 |
Amount reserved for the issuances of bank acceptance | 3,102,590,000 |
Amount reserved for guarantees of supply chain financing | 473,003,000 |
Revolving lines of credit | |
Lines of credit | |
Maximum borrowing capacity under facility | 9,900,000,000 |
Commitments_and_contingencies_1
Commitments and contingencies (Details) (CNY) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Operating lease commitments | |||
Rental and bandwith leasing expenses | 1,084,264 | 621,629 | 419,235 |
Future minimum lease payments under non-cancelable operating lease agreements with initial terms of one year or more | |||
2015 | 866,630 | ||
2016 | 398,074 | ||
2017 | 262,590 | ||
2018 | 206,640 | ||
2019 | 181,144 | ||
2020 and thereafter | 220,362 | ||
Total | 2,135,440 | ||
Office and fulfillment centers rental | |||
Future minimum lease payments under non-cancelable operating lease agreements with initial terms of one year or more | |||
2015 | 655,815 | ||
2016 | 320,434 | ||
2017 | 191,118 | ||
2018 | 135,168 | ||
2019 | 109,672 | ||
2020 and thereafter | 176,299 | ||
Total | 1,588,506 | ||
Bandwidth leasing | |||
Future minimum lease payments under non-cancelable operating lease agreements with initial terms of one year or more | |||
2015 | 210,815 | ||
2016 | 77,640 | ||
2017 | 71,472 | ||
2018 | 71,472 | ||
2019 | 71,472 | ||
2020 and thereafter | 44,063 | ||
Total | 546,934 |
Commitments_and_contingencies_2
Commitments and contingencies (Details 2) (Capital commitments, CNY) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Capital commitments | |
Capital commitments | |
Total capital commitments contracted | 669,298 |
Restricted_net_assets_Details
Restricted net assets (Details) (CNY) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Restricted net assets | |
Restricted net assets | 14,967,957 |
General reserve fund | Foreign invested enterprise | |
Restricted net assets | |
Required minimum percentage of annual appropriations | 10.00% |
PRC | |
Restricted net assets | |
Required minimum percentage of annual appropriations | 10.00% |
PRC | General reserve fund | Foreign invested enterprise | |
Restricted net assets | |
Statutory threshold percentage of the reserve fund to the registered capital of the respective company, above which the appropriation is not required. | 50.00% |
Required minimum percentage of annual appropriations to general reserve fund | 10.00% |
Maximum percentage of statutory general reserve related to entity's registered capital | 50.00% |
PRC | Statutory surplus reserve | Domestic enterprise | |
Restricted net assets | |
Required minimum percentage of annual appropriations | 10.00% |
Statutory threshold percentage of the reserve fund to the registered capital of the respective company, above which the appropriation is not required. | 50.00% |
Required minimum percentage of annual appropriations to statutory surplus fund | 10.00% |
Maximum percentage of statutory surplus reserve related to entity's registered capital | 50.00% |
Subsequent_events_Details
Subsequent events (Details) (Subsequent event, USD $) | 0 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Jan. 09, 2015 | Feb. 16, 2015 |
Bitauto Holdings Limited | ||
Subsequent events | ||
Share Subscription Agreement Number Of Shares Holding | 15,689,443 | |
Cash paid for subscription shares | $400,000 | |
Term of resources given in exchange of subscription shares | 5 years | |
Shares issued on a fully diluted basis (as a percent) | 25.00% | |
Yixin Capital | ||
Subsequent events | ||
Investment in newly issued series A preferred shares | $100,000 | |
Shares issued on a fully diluted basis (as a percent) | 17.70% |
Parent_company_only_condensed_2
Parent company only condensed financial information (Details) | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2014 | 28-May-14 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2014 | 28-May-14 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | USD ($) | CNY | USD ($) | CNY | CNY | CNY | Series C Preferred Shares | Series C Preferred Shares | Series C Preferred Shares | Series C Preferred Shares | Series C Preferred Shares | Series C Preferred Shares | Series C Preferred Shares | Series A and A-1 convertible preferred shares | Series A and A-1 convertible preferred shares | Series A and A-1 convertible preferred shares | Series A and A-1 convertible preferred shares | Series A and A-1 convertible preferred shares | Series A and A-1 convertible preferred shares | Series B convertible preferred shares | Series B convertible preferred shares | Series B convertible preferred shares | Series B convertible preferred shares | Series B convertible preferred shares | Series B convertible preferred shares | Series B convertible preferred shares | Common Class A | Common Class B | Parent company | Parent company | Parent company | Parent company | Parent company | Parent company | Parent company | Parent company | Parent company | Parent company | Parent company | Parent company | Parent company | Parent company | Parent company |
USD ($) | CNY | CNY | USD ($) | CNY | CNY | CNY | USD ($) | CNY | USD ($) | CNY | CNY | CNY | USD ($) | CNY | CNY | USD ($) | CNY | CNY | CNY | USD ($) | CNY | USD ($) | CNY | CNY | CNY | Series C Preferred Shares | Series C Preferred Shares | Series A and A-1 convertible preferred shares | Series A and A-1 convertible preferred shares | Series A and A-1 convertible preferred shares | Series A and A-1 convertible preferred shares | Series B convertible preferred shares | Series B convertible preferred shares | Common Class A | |||||||||
CNY | CNY | CNY | |||||||||||||||||||||||||||||||||||||||||
Current assets: | |||||||||||||||||||||||||||||||||||||||||||
Cash and cash equivalents | $2,726,147 | 16,914,651 | $1,742,633 | 10,812,339 | 7,177,294 | 6,288,777 | $1,310,125 | 8,128,802 | $2,011 | 12,475 | 2,745,209 | 4,309,493 | |||||||||||||||||||||||||||||||
Short-term investments | 1,960,101 | 12,161,643 | 1,903,224 | 986,204 | 6,119,000 | ||||||||||||||||||||||||||||||||||||||
Prepayments and other current assets | 279,526 | 1,734,334 | 219,102 | 10,671 | 66,209 | ||||||||||||||||||||||||||||||||||||||
Amount due from related parties | 66,453 | 412,314 | 27,494 | 170,592 | |||||||||||||||||||||||||||||||||||||||
Total current assets | 8,049,142 | 49,941,697 | 22,480,061 | 2,334,494 | 14,484,603 | 12,475 | |||||||||||||||||||||||||||||||||||||
Non-current assets: | |||||||||||||||||||||||||||||||||||||||||||
Investments in subsidiaries and VIEs | 2,669,593 | 16,563,755 | 9,237,302 | ||||||||||||||||||||||||||||||||||||||||
Intangible assets, net | 1,108,524 | 6,877,947 | 215,802 | 1,040,550 | 6,456,198 | 1,845 | |||||||||||||||||||||||||||||||||||||
Total non-current assets | 2,667,614 | 16,551,475 | 3,529,751 | 3,710,143 | 23,019,953 | 9,239,147 | |||||||||||||||||||||||||||||||||||||
Total assets | 10,716,756 | 66,493,172 | 26,009,812 | 6,044,637 | 37,504,556 | 9,251,622 | |||||||||||||||||||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||||||||||||||||||||||||
Accrued expenses and other liabilities | 856,113 | 5,311,832 | 2,269,798 | 1,045 | 6,489 | 11,794 | |||||||||||||||||||||||||||||||||||||
Total liabilities | 4,673,164 | 28,995,105 | 16,769,984 | 1,045 | 6,489 | 11,794 | |||||||||||||||||||||||||||||||||||||
MEZZANINE EQUITY | |||||||||||||||||||||||||||||||||||||||||||
Series C convertible redeemable preferred shares (US$0.00002 par value; 258,316,305 shares authorized, issued and outstanding as of December 31, 2013; Redemption value of RMB7,918,251 and Liquidation value of RMB1,219,380 as of December 31, 2013; None issued and outstanding as of December 31, 2014) | 0 | 15,130,903 | 7,173,263 | 4,737,897 | 3,150,443 | 7,173,263 | |||||||||||||||||||||||||||||||||||||
Shareholders' equity | |||||||||||||||||||||||||||||||||||||||||||
Convertible Preferred Shares | 0 | 255,850 | 255,850 | 255,850 | 0 | 88,241 | 88,241 | 126,417 | 126,417 | 255,850 | 88,241 | ||||||||||||||||||||||||||||||||
Ordinary shares (US$0.00002 par value, 2,435,536,365 shares authorized, 1,502,933,134 shares issued and 1,463,654,092 shares outstanding as of December 31, 2013; and 100,000,000,000 shares authorized, 2,237,460,751 Class A ordinary shares issued and 2,208,310,595 outstanding, 556,295,899 Class B ordinary shares issued and 523,407,762 Class B ordinary shares outstanding as of December 31, 2014) | 58 | 358 | 199 | 58 | 358 | 199 | |||||||||||||||||||||||||||||||||||||
Additional paid-in capital | 7,596,166 | 47,131,172 | 6,251,869 | 7,596,166 | 47,131,172 | 6,251,869 | |||||||||||||||||||||||||||||||||||||
Statutory reserves | 2,419 | 15,009 | 2,648 | 2,419 | 15,009 | 2,648 | |||||||||||||||||||||||||||||||||||||
Treasury stock | -1 | -4 | -1 | -4 | |||||||||||||||||||||||||||||||||||||||
Accumulated deficit | -1,494,430 | -9,272,343 | -4,263,624 | -1,494,430 | 9,272,343 | -4,263,624 | |||||||||||||||||||||||||||||||||||||
Accumulated other comprehensive loss | -60,620 | -376,125 | -268,618 | -60,620 | -376,125 | -268,618 | |||||||||||||||||||||||||||||||||||||
Total shareholders' equity | 6,043,592 | 37,498,067 | 2,066,565 | 1,664,661 | 2,783,391 | 6,043,592 | 37,498,067 | 2,066,565 | |||||||||||||||||||||||||||||||||||
Total liabilities, mezzanine equity and shareholders' equity | 10,716,756 | 66,493,172 | 26,009,812 | 6,044,637 | 37,504,556 | 9,251,622 | |||||||||||||||||||||||||||||||||||||
Convertible redeemable preferred shares, par value (in dollars per share) | $0.00 | $0.00 | |||||||||||||||||||||||||||||||||||||||||
Convertible redeemable preferred shares, shares authorized | 258,316,305 | 258,316,305 | 258,316,305 | ||||||||||||||||||||||||||||||||||||||||
Convertible redeemable preferred shares, shares issued | 0 | 0 | 258,316,305 | 258,316,305 | 0 | 258,316,305 | |||||||||||||||||||||||||||||||||||||
Convertible redeemable preferred shares, shares outstanding | 0 | 0 | 258,316,305 | 258,316,305 | 258,316,305 | 258,316,305 | 258,316,305 | 0 | 258,316,305 | ||||||||||||||||||||||||||||||||||
Convertible redeemable preferred shares, redemption value | 7,918,251 | 7,918,251 | |||||||||||||||||||||||||||||||||||||||||
Convertible redeemable preferred shares, liquidation value | 1,219,380 | 1,219,380 | |||||||||||||||||||||||||||||||||||||||||
Convertible preferred shares, par value (in dollars per share) | $0.00 | $0.00 | $0.00 | $0.00 | |||||||||||||||||||||||||||||||||||||||
Convertible preferred shares, shares authorized | 221,360,925 | 221,360,925 | 84,786,405 | 84,786,405 | 221,360,925 | 221,360,925 | 221,360,925 | 84,786,405 | |||||||||||||||||||||||||||||||||||
Convertible preferred shares, shares issued | 0 | 0 | 191,894,000 | 191,894,000 | 0 | 0 | 59,539,244 | 59,539,244 | 0 | 191,894,000 | 0 | 59,539,244 | |||||||||||||||||||||||||||||||
Convertible preferred shares, shares outstanding | 0 | 0 | 191,894,000 | 191,894,000 | 191,894,000 | 191,894,000 | 0 | 0 | 59,539,244 | 59,539,244 | 59,539,244 | 84,786,405 | 84,786,405 | 0 | 191,894,000 | 0 | 59,539,244 | ||||||||||||||||||||||||||
Ordinary shares, par value (in dollars per share) | $0.00 | $0.00 | |||||||||||||||||||||||||||||||||||||||||
Ordinary shares, shares authorized | 100,000,000,000 | 100,000,000,000 | 2,435,536,365 | 2,435,536,365 | 100,000,000,000 | 100,000,000,000 | 2,435,536,365 | 2,435,536,365 | |||||||||||||||||||||||||||||||||||
Ordinary shares, shares issued | 1,502,933,134 | 1,502,933,134 | 2,237,460,751 | 556,295,899 | 1,502,933,134 | 1,502,933,134 | 2,237,460,751 | ||||||||||||||||||||||||||||||||||||
Ordinary shares, shares outstanding | 1,463,654,092 | 1,463,654,092 | 2,208,310,595 | 523,407,762 | 1,463,654,092 | 1,463,654,092 | 2,208,310,595 |
Parent_company_only_condensed_3
Parent company only condensed financial information (Details 2) | 12 Months Ended | |||||||
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
USD ($) | CNY | CNY | CNY | Parent company | Parent company | Parent company | Parent company | |
USD ($) | CNY | CNY | CNY | |||||
Operating expenses | ||||||||
Marketing | ($646,340,000) | -4,010,280,000 | -1,590,171,000 | -1,096,765,000 | ($147,545,000) | -915,455,000 | ||
General and administrative | -847,768,000 | -5,260,064,000 | -760,338,000 | -639,097,000 | -618,041,000 | -3,834,699,000 | -4,065,000 | -18,581,000 |
Loss from operations | -935,182,000 | -5,802,437,000 | -578,827,000 | -1,951,098,000 | -765,586,000 | -4,750,154,000 | -4,065,000 | -18,581,000 |
Equity in loss of subsidiaries and VIEs | -72,497,000 | -449,816,000 | -164,843,000 | -1,750,074,000 | ||||
Interest income, net | 102,769,000 | 637,641,000 | 343,770,000 | 175,751,000 | 29,542,000 | 183,294,000 | 3,987,000 | 37,190,000 |
Others, net | 34,907,000 | 216,587,000 | 193,555,000 | 60,325,000 | 3,275,000 | 20,318,000 | 115,022,000 | 1,992,000 |
Net loss | -805,266,000 | -4,996,358,000 | -49,899,000 | -1,729,473,000 | -805,266,000 | -4,996,358,000 | -49,899,000 | -1,729,473,000 |
Preferred shares redemption value accretion | -1,282,539,000 | -7,957,640,000 | -2,435,366,000 | -1,587,454,000 | -1,282,539,000 | -7,957,640,000 | -2,435,366,000 | -1,587,454,000 |
Net loss attributable to holders of permanent equity securities | -2,087,805,000 | -12,953,998,000 | -2,485,265,000 | -3,316,927,000 | -2,087,805,000 | -12,953,998,000 | -2,485,265,000 | -3,316,927,000 |
Net loss | -805,266,000 | -4,996,358,000 | -49,899,000 | -1,729,473,000 | -805,266,000 | -4,996,358,000 | -49,899,000 | -1,729,473,000 |
Other comprehensive loss: | ||||||||
Foreign currency translation adjustments | -19,600,000 | -121,612,000 | -137,921,000 | -7,546,000 | -19,600,000 | -121,612,000 | -137,921,000 | -7,546,000 |
Net change in unrealized gains on available-for-sale securities: | ||||||||
Unrealized gains, nil of tax | 11,489,000 | 71,286,000 | 96,501,000 | 11,489,000 | 71,286,000 | 96,501,000 | ||
Reclassification adjustment for gains included in interest income, nil of tax | -9,216,000 | -57,181,000 | -73,277,000 | -9,216,000 | -57,181,000 | -73,277,000 | ||
Net unrealized gains on available-for-sale securities | 2,273,000 | 14,105,000 | 23,224,000 | 2,273,000 | 14,105,000 | 23,224,000 | ||
Total other comprehensive loss | -17,327,000 | -107,507,000 | -114,697,000 | -7,546,000 | -17,327,000 | -107,507,000 | -114,697,000 | -7,546,000 |
Comprehensive loss | -822,593,000 | -5,103,865,000 | -164,596,000 | -1,737,019,000 | -822,593,000 | -5,103,865,000 | -164,596,000 | -1,737,019,000 |
Unrealized gains, tax | 0 | 0 | 0 | 0 | ||||
Reclassification adjustment for gains included in "interest income", tax | 0 | 0 | 0 | 0 |
Parent_company_only_condensed_4
Parent company only condensed financial information (Details 3) | 12 Months Ended | |||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
USD ($) | CNY | CNY | CNY | Parent company | Parent company | Parent company | Parent company | |
USD ($) | CNY | CNY | CNY | |||||
Condensed Statements of Cash Flow | ||||||||
Net cash provided by/ (used in) operating activities | $163,591 | 1,015,016 | 3,569,819 | 1,403,652 | $16,302 | 101,150 | -1,209 | 35,559 |
Net cash used in investing activities | -2,127,977 | -13,203,248 | -2,671,052 | -3,369,454 | -1,461,721 | -9,069,394 | -5,399,613 | -3,574,993 |
Net cash provided by financing activities | 2,964,257 | 18,392,028 | 2,795,184 | 2,853,631 | 2,812,052 | 17,447,655 | 2,720,076 | 1,981,595 |
Effect of exchange rate changes on cash and cash equivalents | -16,357 | -101,484 | -58,906 | 688 | -58,519 | -363,084 | -51,988 | -6,445 |
Net increase in cash and cash equivalents | 983,514 | 6,102,312 | 3,635,045 | 888,517 | 1,308,114 | 8,116,327 | -2,732,734 | -1,564,284 |
Cash and cash equivalents at beginning of year | 1,742,633 | 10,812,339 | 7,177,294 | 6,288,777 | 2,011 | 12,475 | 2,745,209 | 4,309,493 |
Cash and cash equivalents at end of year | $2,726,147 | 16,914,651 | 10,812,339 | 7,177,294 | $1,310,125 | 8,128,802 | 12,475 | 2,745,209 |