京东集团绿色金融框架（英文版）-京东.pdf

RESTRICTED JD.com Green Finance Framework December 2021 1 RESTRICTED Table of contents 1. Introduction 2 About JD.com 2 Sustainability Vision and Strategy 3 i. Green Operations 3 ii. Low-carbon and Green Supply Chain 5 iii. Green Lifestyle Advocacy 8 2. Green Finance Framework 10 2.1 Use of Proceeds 11 2.2 Process for Project Evaluation and Selection 12 2.3 Management of Proceeds 12 i. Type of Funding Transaction 12 ii. Allocation of Use of Proceeds 12 2.4 Reporting 13 i. Allocation Reporting 13 ii. Impact Reporting 13 3. External Review 15 2 RESTRICTED Introduction About JD.com JD.com, Inc. (“JD.com” or together with its subsidiaries “the Group” or the “Company”) is a leading technology driven e- commerce company transforming to become the leading supply chain-based technology and service provider. The company’s cutting-edge retail infrastructure seeks to enable consumers to buy whatever they want, whenever and wherever they want it. The company has opened its technology and infrastructure to partners, brands and other sectors, as part of its Retail as a Service offering to help drive productivity and innovation across a range of industries. Incorporated in the Cayman Islands, JD.com was listed on NASDAQ in 2014 and subsequently completed its secondary listing on Hong Kong Stock Exchange in June 2020. It is also a member of the NASDAQ100 and a Fortune Global 500 company. JD.com is the largest retailer in China, providing over 552 million annual active customers with direct access to an unrivalled range of authentic, high-quality products, and helping leading local and international brands tap into China’s fast-growing e- commerce market. In the industry, JD possesses the most comprehensive supply chain capabilities, in particular the three comprehensive supply chain models, namely the B2C centralized warehouse model, the F2C origin warehouse model, and the local retail model. Its unrivalled nationwide fulfillment network covers almost all counties partners across the logistics industry in China have followed suit. To further encourage minimizing packaging in the industry, JD initiated a green packaging standards alliance and a green packaging R  Process for project evaluation and selection;  Management of proceeds; and  Reporting The Framework also includes the appointment of an external review provider to confirm the alignment of the GFF to the above core components. The Framework will be in force as long as there is live GFTs. The Group may update the Framework from time to time and commits that any new version will keep or improve the current level of transparency and reporting. The Group commits to communicate changes with investors/lenders via the Group’s official website. https://www.icmagroup.org/sustainable-finance/the-principles-guidelines-and-handbooks https://www.lsta.org/content/green-loan-principles/?wpdmdl=679refresh=606dc1af337291617805743 https://www.lsta.org/content/guidance-on-green-loan-principles-glp/?wpdmdl=13924 or o U.S. Leadership in Energy and Environmental Design (LEED) – minimum certification of Gold; or o International Finance Corporation (IFC) – Excellence in Design for Greater Efficiencies (EDGE) Certification; o BREEAM – minimum certification level of Excellent; or o Chinese Green Building Evaluation Label (GBL)8 – minimum certification level of 2 stars. Energy Efficiency  Projects involving the upgrading of facilities/equipment (e.g. lift system, lighting system, fresh air supply system) with more efficient system of existing developments.  Acquisition, development, construction, operation or maintenance of data centers with Power Usage Effectiveness (“PUE”) ≤1.3 Circular economy adapted products  Rent, procurement and usage of recyclable pack box and other forms of recycled/waste/bio-based (RSB-certified)/responsibly-sourced 9 materials or feedstocks materials in supply chain. Clean Transportation  Investments associated with replacing traditional fuel vans by electric or hydrogen vehicles, and infrastructure including charging stations of electric vehicles. 12 RESTRICTED 2.2 Process for Project Evaluation and Selection JD has established a ESG Leadership Group (“ELG”), which is coordinated by the Strategy Execution Committee (“SEC”). ELG is comprised of executive managers and senior management across functions, it will form a working group with members from various departments to identify potential Eligible Projects based on the eligibility criteria outlined in the Use of Proceeds section of the Framework. A Green Finance Group (“GFG”) is established with responsibility of governing the JD Green Finance Framework. GFG will review and decide the allocation of green finance proceeds toward the shortlisted portfolio of Eligible Projects. GFG is chaired by Chief Financial Officer and collaborates with internal stakeholders including Public Relations, Investor Relations, Treasury and Corporate Social Responsibility teams. JD.com has an ESG governance system in place which includes the ESG Working Group that is responsible for identifying and managing ESG risks. Following the system, the Company will carry out environmental and social risk management processes in the project identification stage, under the supervision of the ELG. 2.3 Management of Proceeds The net proceeds from each GFT issued will be managed by the Group’s treasury team and the proceeds of each GFT will be deposited in the general funding accounts. All of the net proceeds from each GFT will be earmarked for allocation to Eligible Projects, in accordance with the GFF. The Group will maintain a register to keep track of the use of proceeds for each GFT. The register will contain the following information, including: i. Type of Funding Transaction Key information including the issuer/borrower entity, transaction date, principal amount, repayment or amortization profile, maturity date, interest or coupon, and the ISIN number (in the case of bond transactions). ii. Allocation of Use of Proceeds  Name and description of Eligible Projects to which the net proceeds of the GFTs have been allocated to in accordance with the Framework  Allocation of the net proceeds of GFTs to Eligible Projects  The balance of unallocated proceeds  Information of temporary investment for unallocated proceeds The Group is committed to allocating all net proceeds from the GFTs to Eligible Projects exclusively on a best effort basis within one year of the GFT issuance in accordance with the evaluation and selection process set out above. Pending allocation, the net proceeds from the GFTs issued may be invested in cash or cash equivalents, or used to repay existing borrowings of the Group. Renewable Energy  Design, construction, installation and operation of renewable energy systems, including photovoltaic power station and solar (photovoltaic) for rooftop of warehouses. 13 RESTRICTED During the life of the GFT issued, if the designated project(s) cease to fulfil the criteria necessary for it to be deemed an Eligible Project, the net proceeds will be re-allocated to an alternative Eligible Project(s) that comply with the green financing eligibility criteria outlined above, as soon as reasonably practicable. 2.4 Reporting The Group will provide information on the allocation of the net proceeds of its GFTs via JD.com’s Sustainability Reports, Annual Reports, or corporate website. Such information will be provided on an annual basis until full allocation. The information will contain at least the following details: i. Allocation Reporting The Group will annually, and on a timely basis in case of material developments, provide the following information for the net proceeds of the relevant GFTs during the period:  The amount of net proceeds that have been allocated to one or more Eligible Projects either individually or by category;  The remaining balance of funds which have not yet been allocated at the end of the reporting period. Share of financing vs. refinancing ii. Impact Reporting Where possible, the Group will report on the environmental impacts associated with the Eligible Projects funded with the net proceeds of the GFT(s). Subject to the nature of Eligible Projects and availability of information, the Group will include its selective impact indicators from the following, but not limited to: 14 RESTRICTED Appropriate environmental and social impact indicators will be determined in reference to frameworks and resources published by ICMA, such as the Harmonized Framework for Impact Reporting December 2020. Https://www.icmagroup.org/green-social-and-sustainabilty-bonds/impact-reporting Eligible Categories Impact Indicators10 Green Buildings  Type and level of green building certifications obtained  Energy efficiency gains in MWh or % vs. baseline  Annual GHG emissions reduced/avoided (tCO2eq)  Annual energy savings (MWh pa)  Annual reduction in water consumption ( m3) Energy Efficiency  Annual energy savings in MWh/GWh (electricity) and GJ/TJ (other energy savings)  Annual GHG emissions reduced/avoided (tCO2eq)  Trailing 12-month PUE Circular economy adapted products  Annual tonnes of waste avoided/ diverted from landfill  Percentage of packaging material recycled Clean Transportation  Number of electric or hydrogen vehicles  Number of charging points for electric vehicles  Annual Greenhouse Gas (GHG) emission reduced or avoided (tCO2e) Renewable Energy  Annual Renewable energy produced (MWh pa)  Renewable energy capacity (MW)  Quantity of photovoltaic panels installed and electricity produced in IDCs, warehouses or office buildings  Annual GHG emissions reduced/avoided (tCO2eq) 15 RESTRICTED External Review The Group has engaged Sustainalytics to provide a Second Party Opinion (“SPO”) on the environmental and social benefits of this Green Finance Framework as well as the Framework’s alignment to the GLP, GBP and other sustainable finance principles as may have been established at the time of such a financing transaction being undertaken. The SPO, together with the Framework will be available at its website.