As of December 31, 2020 and 2021, 3,325,796 and 8,208,616 outstanding service-based RSUs were held by

non-employees

and employees of the Company’s equity method investee, respectively, mainly including employees of JD Technology.

For the years ended December 31, 2019, 2020 and 2021, total share-based compensation expenses recognized by the Group for the service-based RSUs granted were RMB2,959 million, RMB3,085 million and RMB4,129 million, respectively.

As of December 31, 2021, there were RMB7,574 million 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 4.6 years. The total fair value and intrinsic value of service-based RSUs vested was US$313 million (RMB2,126 million), US$494 million (RMB3,458 million) and US$973 million (RMB6,359 million) during the years ended December 31, 2019, 2020 and 2021, respectively.

b) Performance-based RSUs

As of December 31, 2020, there were 9,944 unvested performance-based RSUs which were all vested in 2021.

For the years ended December 31, 2019, 2020 and 2021, total share-based compensation expenses recognized by the Group for the performance-based RSUs granted were insignificant.

As of December 31, 2021, there were no unrecognized share-based compensation expenses related to the performance-based RSUs granted.

The total fair value and intrinsic value of the performance-based RSUs vested was insignificant during the years ended December 31, 2019, 2020 and 2021, respectively.

Share options

A summary of activities of the service-based share options for the years ended December 31, 2019, 2020 and 2021 is presented as follows:


	Number of Share Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
				US$		Year		US$ in millions
Outstanding as of December 31, 2018		15,747,736			6.55		5.3		73
Exercised		(3,299,962	)		5.72
Forfeited or cancelled		(2,223,650	)		8.52

Outstanding as of December 31, 2019		10,224,124			6.39		4.3		115
Exercised		(5,073,294	)		6.23
Forfeited or cancelled		(243,770	)		10.24

Outstanding as of December 31, 2020		4,907,060			6.38		3.0		184
Exercised		(1,962,856	)		5.49
Forfeited or cancelled		(7,092	)		13.42

Outstanding as of December 31, 2021		2,937,112			6.95		2.9		82

Vested and expected to vest as of December 31, 2021		2,917,942			6.91		2.8		82
Exercisable as of December 31, 2021		2,853,764			6.77		2.8		81

As of December 31, 2020 and 2021, 71,502 and 167,206 outstanding share options were held by

non-employees

and employees of the Company’s equity method investee, respectively, mainly including employees of JD Technology.

There was no option granted during the years ended December 31, 2019, 2020 and 2021.

The total intrinsic value of options exercised during the years ended December 31, 2019, 2020 and 2021 was US$32 million (RMB220 million), US$111 million (RMB762 million) and US$70 million (RMB453 million), respectively. 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 received from the exercises of share options of the Company during the years ended December 31, 2019, 2020 and 2021 was US$16 million (RMB112 million), US$34 million (RMB236 million) and US$10 million (RMB62 million), respectively. Cash receivable from the exercises of share options of the Company as of December 31, 2020 and 2021 was US$0.8 million (RMB5 million) and US$77,000 (RMB491,000), respectively.

For the years ended December 31, 2019, 2020 and 2021, total share-based compensation expenses recognized by the Group for the share options granted were insignificant. As of December 31, 2021, the unrecognized share-based compensation expenses related to the share options granted were insignificant. The expenses are expected to be recognized over a weighted-average period of

2.0 years.

(2) Founder awards

In May 2015, with approval of the board of directors of the Company, Mr. Richard Qiangdong Liu (Mr. Liu), the Founder, was granted an option to acquire a total of

26,000,000 Class A ordinary shares of the Company with an exercise price of US$16.70 per share (or US$33.40 per ADS) under the Company’s Share Incentive Plan, subject to a

10-year

vesting schedule with 10% of the awards vesting on each anniversary of the grant date. The Company will not grant any additional equity incentive to Mr. Liu during the

10-year

period.

For the years ended December 31, 2019, 2020 and 2021, total share-based compensation expenses recognized for the Founder’s share options were RMB134 million, RMB104 million and RMB73 million, respectively.

As of December 31, 2021, there were RMB109 million of unrecognized share-based compensation expenses related to the Founder’s share options. The expenses are expected to be recognized over a weighted-average period of 3.4 years.

(3) Share-based compensation of subsidiaries

JD Logistics

JD Logistics approved and adopted a

Pre-IPO

share incentive plan on March 31, 2018 and a Post- IPO share option scheme and a Post-IPO share award scheme on May 10, 2021, collectively the “JD Logistics Plan”. JD Logistics launched the JD Logistics Plan to eligible employees and

non-employees

to attract and retain the best available personnel, provide additional incentives to its employees and

non-employees

for promoting the success of JD Logistics. The JD Logistics Plan consists of share options, RSUs and other types of awards.

JD Logistics granted 83,476,500, 224,511,105 and 30,030,446 share options of JD Logistics to its employees and

non-employees

for the years ended December 31, 2019, 2020 and 2021, respectively, including the share options granted to Mr. Liu as mentioned below. The estimated fair value of each option granted is estimated on the date of grant using the binominal option-pricing model. The weighted average grant date fair value of options granted for the years ended December 31, 2019, 2020 and 2021 was US$1.67, US$2.00 and US$4.31

per share, respectively. For the years ended December 31, 2019, 2020 and 2021, total share-based compensation expenses for the share options granted under the JD Logistics Plan were

RMB572 million, RMB640 million and RMB1,162 million, respectively. As of December 31, 2021, there were RMB1,589 million of unrecognized share-based compensation expenses related to the share options granted. The expenses were expected to be recognized over a weighted-average period of 4.5 years.

In October 2020, options to acquire

99,186,705 ordinary shares of JD Logistics with an exercise price of US$0.01

per share were granted to Mr. Liu according to the JD Logistics Plan. The grant was awarded to Mr. Liu to motivate him to continue leading the future success of JD Logistics. The grant by JD Logistics is subject to a

6-year

vesting schedule with 16.7% of the awards vesting on each anniversary of the grant date.

Starting July 2021, JD

Logistics

granted RSUs to its employees and

non-employees.

Logistics

granted 9,663,953 RSUs of JD Logistics to its employees and

non-employees

for the year ended December 31, 2021. The estimated fair value of each RSU granted is based on market value of the JD

Logistics’s

shares on each date of grant. The weighted average grant date fair value of RSUs granted for the year ended December 31, 2021 was HK$35.00 per share. For the year ended December 31

2021, total share-based compensation expenses for the RSUs granted under JD Logistics Plan were RMB39 million. As of December 31, 2021, there were RMB174 million of unrecognized share-based compensation expenses related to the RSUs granted. The expenses are expected to be recognized over a weighted-average period of 3.9 years.

JD Health

JD Health approved and adopted a

Pre-IPO

share incentive plan on September 14, 2020 and a

Post-IPO

share option scheme and a Post-IPO share award scheme on November 23, 2020, collectively the “JD Health Plan”. JD Health launched the JD Health Plan to eligible employees and

non-employees

to attract and retain the best available personnel, provide additional incentives to its employees and

non-employees

for promoting the success of JD Health. The JD Health Plan consists of share options, RSUs and other types of awards.

JD Health granted 94,770,812

share options of JD Health to its employees and non-employees for the year ended December 31, 2020, including the share options granted to Mr. Liu as mentioned below. There was no option granted in 2021. The estimated fair value of each option grant is estimated on the date of grant using the binominal option-pricing model. The weighted average grant date fair value of options granted for the year ended December 31, 2020 was

US$7.45

per share. For the years ended December 31, 2020 and 2021, total share-based compensation expenses for the share options granted under the JD Health Plan were

RMB331 million and RMB1,133

million, respectively. As of December 31, 2021, there were

RMB1,962 million of unrecognized share-based compensation expenses related to the share options granted. The expenses were expected to be recognized over a weighted-average period of 5.8 years.

In October 2020, options to acquire 53,042,516 ordinary shares of JD Health with an exercise price of US$0.0000005 per share were granted to Mr. Liu according to the JD Health

Plan

. The grant was awarded to Mr. Liu to motivate him to continue leading the future success of JD Health. The grant by JD Health is subject to a 6-year vesting schedule with 16.7% of the awards vesting on each anniversary of the grant date.

Starting January 2021, JD Health granted RSUs to its employees and

non-employees.

JD Health granted 80,582,712

RSUs of JD Health to its employees and non-employees for the year ended December 31, 2021. The estimated fair value of each RSU granted is based on market value of the JD Health’s shares on each date of grant. The weighted average grant date fair value of RSUs granted for the year ended December 31, 2021 was

HK$112.31

per share. For the year ended December 31, 2021, total share-based compensation expenses for the RSUs granted under the JD Health Plan were

RMB1,428 million. As of December 31, 2021, there were RMB2,435 million of unrecognized share-based compensation expenses related to the RSUs granted. The expenses are expected to be recognized over a weighted-average period of 4.9 years

Other Subsidiaries

In 2021, JD Property and JD Industry each approved and adopted their own share incentive plan (“JD Property Plan” and “JD Industry Plan”), respectively, to eligible employees and non-employees to attract and retain the best available personnel, provide additional incentives to its employees and non-employees for promoting the success of JD Property and JD Industry. The JD Property Plan and JD Industry Plan both consist of share options, RSUs and other types of awards. JD Property granted

193,059,698 RSUs with grant date fair value of RMB2.42

per share

to Mr. Liu

for the year ended December 31, 2021. The RSUs granted fully vested on November 25, 2021. The estimated fair value of each RSU granted is estimated on the date of grant using the Black-Scholes option pricing model. For the year ended December 31, 2021, total share-based compensation expenses for the RSUs granted under JD Property Plan were

RMB467 million.

JD Industry

granted

90,629,636

RSUs with grant date fair value of US$

1.18

per share

to Mr. Liu

for the year ended December 31, 2021. The RSUs granted fully vested on December 30, 2021. The estimated fair value of each RSU granted is estimated on the date of grant based on the recent rounds of financing. For the year ended December 31, 2021, total share-based compensation expenses for the RSUs granted under JD Industry Plan were

RMB

684

million.