(*)	JD Digits became an investee of the Group since June 2020 (Note 6).

(**)	As the Group had no significant influence over Bitauto Group, Tuniu Group and Yixin Group and no longer served as the major vendor of such investees, such investees were not considered the Group’s related parties since the quarter ended December 31, 2020.

(a) The Group entered into the following transactions with the major related parties:


Transactions	For the year ended December 31,
	2018		2019		2020
	RMB’000		RMB’000		RMB’000
Revenues:
Commission from cooperation on advertising business with Tencent Group(***)		345,186		287,926		354,982
Services provided and products sold to Tencent Group(***)		276,728		398,700		374,616
Services provided and products sold to Dada Group		122,326		132,585		179,455
Services provided and products sold to AiHuiShou Group		8,781		349,257		663,802
Traffic support, marketing and promotion services provided to Bitauto Group		608,844		606,593		164,528
Traffic support, marketing and promotion services provided to Tuniu Group		132,008		131,621		82,939
Services provided and products sold to JD Digits		449,093		342,270		598,446
Operating expenses:
Services received and purchases from Tencent Group(***)		1,175,849		2,222,196		3,225,924
Services received from Dada Group		938,627		1,565,470		2,200,291
Payment processing and other services received from JD Digits		3,930,847		4,980,748		6,945,128
Lease and property management services received from Core Funds		—		476,001		838,385
Services received from AiHuiShou Group		—		10,467		31,830
Other income:
Income from non-compete agreement with Dada Group		78,771		82,123		82,167
Interest income from loans provided to JD Digits		179,556		40,632		31,006
Interest income from loans provided to Core Funds		—		75,496		48,872

(***)

In March 2014, the Group entered into a series of agreements with Tencent and its affiliates pursuant to which the Group acquired 100% interests in Tencent’s Paipai and QQ Wanggou online marketplace businesses, a 9.9% stake in Shanghai Icson, logistics personnel and certain other assets. The Group also entered into a five-year strategic cooperation agreement and an eight-year

non-compete

agreement with Tencent. In April 2016, the Group acquired the remaining equity interest in Shanghai Icson by exercising the rights previously granted to the Group in March 2014.

On May 10, 2019, the Company renewed the strategic cooperation agreement with Tencent, for a period of three years starting from May 27, 2019. Tencent continued to offer the Group prominent level 1 and level 2 access points on its Weixin platform to provide traffic support, and the two parties also intend to continue to cooperate in a number of areas including communications, advertising and membership services, among others. As part of the total consideration, the Company agreed to issue to Tencent a certain number of the Company’s Class A ordinary shares for a consideration of approximately US$250 million at prevailing market prices at certain

pre-determined

dates during the three-year period, of which 8,127,302 and 2,938,584 of the Company’s Class A ordinary shares were issued in May 2019 and May 2020, respectively.

Revenues from related parties, excluding those from the major related parties as stated above, represented approximately 0.06%, 0.13% and 0.12% of total net revenues of the Group for the years ended December 31, 2018, 2019, and 2020, respectively. Transactions with related parties included in operating expenses, excluding those with the major related parties as stated above, represented 0.14%, 0.20% and 0.28% of total operating expenses of the Group for the years ended December 31, 2018, 2019, and 2020, respectively.

(b) The Group had the following balances with the major related parties:


	As of December 31,
	2019			2020
	RMB’000			RMB’000
Due from Tencent Group		1,128,102			791,079
Due from JD Digits
Loans provided to JD Digits (****)		365,089			2,706,855
Other receivables from JD Digits		1,363,479			1,359,315
Due from Core Funds
Loans provided to Core Funds(****)		579,118			1,045,293
Other receivables from Core Funds		569,832			614,559
Due from AiHuiShou Group		—			5,216

Total		4,005,620			6,522,317

Due to Tuniu Group		(2,133	)		—
Due to Dada Group		(208,123	)		(497,903	)
Due to AiHuiShou Group		(17,504	)		—

Total		(227,760	)		(497,903	)

Deferred revenues in relation to traffic support, marketing and promotion services to be provided to Bitauto Group		(164,528	)		—
Deferred revenues in relation to traffic support, marketing and promotion services to be provided to Tuniu Group		(82,939	)		—
Deferred revenues in relation to traffic support, marketing and promotion services to be provided to Dada Group		(207,096	)		(144,968	)
Deferred revenues in relation to traffic support, marketing and promotion services to be provided to AiHuiShou Group		(1,899,099	)		(1,468,181	)

Total		(2,353,662	)		(1,613,149	)

Other liabilities in relation to non-compete obligation to Dada Group		(276,976	)		(181,340	)

Total		(276,976	)		(181,340	)

(****)

In relation to the loans provided to JD Digits and Core Funds, the Group charged JD Digits and Core Funds based on fair market interest rate, and cash flows resulted from the loans were presented within investing activities in the consolidated statements of cash flows.

As of December 31, 2019 and 2020, the Group recorded amount due from related parties other than the major related parties as stated above of RMB228,447,000 and RMB387,472,000, which represented approximately 2.22% and 2.87% of the Group’s total accounts receivable, net and prepayments and other current assets, respectively. As of December 31, 2019 and 2020, the Group recorded amount due to related parties other than the major related parties and deferred revenues in relation to traffic support, marketing and promotion services to be provided to related parties other than the major related parties as stated above of RMB279,769,000 and RMB87,421,000, which represented approximately 0.20% and 0.05% of the Group’s total accounts payable, advance from customers, accrued expenses and other current liabilities, deferred revenues and other

non-current

liabilities, respectively.

Based on a series of agreements signed on January 1, 2016, JD Digits will perform the credit risk assessment and other related services in relation to consumer financing business and obtain the rewards from such services, thus JD Digits will purchase the consumer financing receivables past due over certain agreed period of time from the Group at carrying values without recourse and also agree to bear other cost in direct relation to the consumer financing business to absorb the risks. In connection with the agreements, the total amount of

over-due

consumer financing receivable related to the consumer financing business transferred from the Group to JD Digits were RMB242,473,000, RMB189,007,000 and RMB492,703,000 for the years ended December 31, 2018, 2019 and 2020, respectively. In connection with the consumer financing business, JD Digits charged the Group RMB1,055,239,000, RMB1,284,955,000 and RMB1,721,007,000, for the years ended December 31, 2018, 2019 and 2020 for payment processing services provided to the Group, respectively, which are included in “payment processing and other services received from JD Digits” stated above.

The Group also transferred certain financial assets to JD Digits with or without recourse at fair value. The accounts receivable transferred with recourse were RMB1,387,774,000, nil and nil for the years ended December 31, 2018, 2019 and 2020, respectively, which were not derecognized. The accounts receivable transferred without recourse were RMB9,854,493,000, RMB24,585,577,000 and RMB33,406,112,000 for the years ended December 31, 2018, 2019 and 2020, respectively, and were derecognized.

Mr. Richard Qiangdong Liu, the Group’s Chairman of the board and the Chief Executive Officer, has purchased his own aircraft for both business and personal use. The use of the aircraft in connection with the performance of his duty as employee is free of charge to the Group, and the Group has agreed to assume the cost of maintenance, crew and operations of the aircraft relating to the use of the aircraft. Such maintenance and incidental costs were insignificant for all periods presented.

The terms of the agreements with the related parties are determined based on contracted prices negotiated with other parties in normal commercial terms.