Form S-8 Alibaba Group Holding
As Filed with the Securities and Exchange Commission on September 16, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Alibaba Group Holding Limited
(Exact name of registrant as specified in its charter)
Cayman Islands |
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Not Applicable |
(State or other jurisdiction of |
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(I.R.S. Employer |
c/o Alibaba Group Services Limited
26/F Tower One, Times Square
1 Matheson Street
Causeway Bay
Hong Kong
+852-2215-5100
(Address of registrants principal executive offices)
2014 Post-IPO Equity Incentive Plan
(Full title of the Plan)
Corporation Service Company
1180 Avenue of the Americas, Suite 210
New York, New York 10036
(800) 927-9801
(Name address and telephone number of agent for service)
Copies to:
Timothy A. Steinert, Esq.
Alibaba Group Holding Limited
c/o Alibaba Group Services Limited
26/F Tower One, Times Square
1 Matheson Street, Causeway Bay
Hong Kong
+852-2215-5100
Daniel Fertig, Esq. |
|
Kevin P. Kennedy, Esq. |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
x |
Accelerated filer |
o |
Non-accelerated filer |
o |
Smaller reporting company |
o |
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Emerging growth company |
o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
CALCULATION OF REGISTRATION FEE
Title of Securities |
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Amount |
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Proposed |
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Proposed |
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Amount of |
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Ordinary Shares, par value US$0.000003125 per share (2) - 2014 Post-IPO Equity Incentive Plan |
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200,000,000 shares |
(3) |
US$ |
21.78 |
(4) |
US$ |
4,356,500,000 |
|
US$ |
528,007.80 |
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TOTAL |
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200,000,000 shares |
|
|
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US$ |
4,356,500,000 |
|
US$ |
528,007.80 |
| |
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement (the Registration Statement) includes an indeterminate number of additional ordinary shares, par value US$0.000003125 per share (the Ordinary Shares) of Alibaba Group Holding Limited (the Company or Registrant), which may be offered and issued under the Registrants 2014 Post-IPO Equity Incentive Plan (the 2014 Plan) to prevent dilution from stock splits, stock dividends or similar transactions.
(2) These Ordinary Shares may be represented by the Registrants American depositary shares (ADSs), each of which represents eight Ordinary Shares. ADSs issuable upon deposit of the securities registered hereby have been registered under separate registration statements on Form F-6 (Registration No. 333-198401 and Registration No. 333-231579).
(3) Represents additional Ordinary Shares reserved for issuance under the 2014 Plan pursuant to the 2014 Plans evergreen provision.
(4) Estimated in accordance with Rules 457(c) and (h) solely for the purpose of calculating the registration fee based on the average of the high and low prices of the Registrants ADSs as reported on the New York Stock Exchange on September 10, 2019 divided by eight, the then Ordinary Share-to-ADS ratio.
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 200,000,000 ordinary shares, par value $0.000003125 per share, of the Registrant, that are issuable under the Registrants 2014 Post-IPO Equity Incentive Plan. These 200,000,000 ordinary shares are additional securities of the same class as other securities for which original registration statements (File No. 333-199133, File No. 333-214595, File No. 333-219292 and File No. 333-226521) on Form S-8 were respectively filed with the Securities and Exchange Commission (the Commission) on October 3, 2014, November 14, 2016, July 14, 2017 and August 2, 2018. Pursuant to General Instruction E to Form S-8, the contents of such earlier registration statements are incorporated by reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the Commission are incorporated by reference herein:
All documents filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 8. Exhibits
The Exhibits listed on the accompanying Exhibit Index are filed as a part of, or incorporated by reference into, this Registration Statement. (See Exhibit Index below).
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hangzhou, Peoples Republic of China, on September 16, 2019.
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Alibaba Group Holding Limited | |
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By: |
/s/ Maggie Wei Wu |
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Name: |
Maggie Wei Wu |
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Title: |
Chief Financial Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Joseph C. Tsai, Daniel Yong Zhang, Maggie Wei Wu and Timothy A. Steinert, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution and re-substitution, for and in such persons name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated and on September 16, 2019.
Signature |
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Capacity |
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/s/ Daniel Yong ZHANG |
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Executive Chairman and Chief Executive Officer |
Daniel Yong ZHANG |
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(Principal Executive Officer) |
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/s/ Joseph C. TSAI |
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Executive Vice Chairman |
Joseph C. TSAI |
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/s/ Jack Yun MA |
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Director |
Jack Yun MA |
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/s/ J. Michael EVANS |
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Director and President |
J. Michael EVANS |
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/s/ Eric Xiandong JING |
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Director |
Eric Xiandong JING |
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/s/ Walter Teh Ming KWAUK |
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Independent Director |
Walter Teh Ming KWAUK |
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/s/ E. Börje EKHOLM |
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Independent Director |
E. Börje EKHOLM |
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/s/ Wan Ling MARTELLO |
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Independent Director |
Wan Ling MARTELLO |
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/s/ Maggie Wei WU |
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Chief Financial Officer |
Maggie Wei WU |
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(Principal Financial and Accounting Officer) |
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/s/ Timothy A. STEINERT |
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General Counsel and Secretary |
Timothy A. STEINERT |
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Signature of authorized representative in the United States
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Alibaba Group Holding Limited has signed this registration statement or amendment thereto in the city of Newark, State of Delaware, on September 16, 2019.
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PUGLISI & ASSOCIATES | |
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By: |
/s/ Donald J. Puglisi |
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Name: |
Donald J. Puglisi |
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Title: |
Managing Director |
EXHIBIT INDEX
EXHIBIT |
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DESCRIPTION |
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4.1 |
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5.1* |
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10.1 |
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23.1* |
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23.2* |
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Consent of PricewaterhouseCoopers Independent Registered Public Accounting Firm |
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24.1* |
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Powers of Attorney (included on the signature page in Part II of this Registration Statement) |
*Filed herewith.
Ref: MHY/604743-000001/15050981v1
Alibaba Group Holding Limited
c/o Alibaba Group Services Limited
26/F Tower One, Times Square
1 Matheson Street
Causeway Bay
Hong Kong
16 September 2019
Dear Sirs
Alibaba Group Holding Limited (the Company)
We have acted as Cayman Islands legal counsel to the Company in connection with a registration statement on Form S-8 to be filed with the Securities and Exchange Commission (the Commission) on 16 September 2019 (the Registration Statement) relating to the registration under the United States Securities Act of 1933, as amended, (the Securities Act) of 25,000,000 ordinary shares, par value US$0.000003125 per share (the Shares), issuable by the Company pursuant to the Companys 2014 Post-IPO Equity Incentive Plan (the Plan).
For the purposes of giving this opinion, we have examined copies of the Registration Statement and the Plan. We have also reviewed copies of the memorandum and articles of association of the Company adopted by special resolution passed on September 2, 2014 and effective on September 24, 2014, the closing date of the Companys initial public offering of Ordinary Shares represented by American depositary shares (the Memorandum and Articles), and the minutes (or extracts thereof) of the meetings of the directors of the Company held on 2 September 2014 and on 14 May 2019 (the Minutes).
Based upon, and subject to, the assumptions and qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
1. The Shares to be issued by the Company and registered under the Registration Statement have been duly and validly authorized.
2. When issued and paid for in accordance with the terms of the Plan and in accordance with the resolutions set out in the Minutes, and appropriate entries are made in the register of members (shareholders) of the Company, the Shares will be validly issued, fully paid and non-assessable.
In this opinion letter, the phrase non-assessable means, with respect to the issuance of Shares, that a shareholder shall not, in respect of the relevant Shares, have any obligation to make further contributions to the Companys assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
These opinions are subject to the qualification that under the Companies Law (2018 Revision) of the Cayman Islands, the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Law (2018 Revision) directs or authorises to be inserted therein. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).
These opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations.
We have also relied upon the assumptions, which we have not independently verified, that (a) all signatures, initials and seals are genuine, (b) copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, (c) there is nothing contained in the minute book or corporate records of the Company (which we have not inspected) which would or might affect the opinions set out above, and (d) upon the issue of any Shares, the consideration received by the Company shall be not less than the par value of such Shares.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto. In giving such consent, we do not consider that we are experts within the meaning of such term as used in the Securities Act, or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.
Yours faithfully
/s/ Maples and Calder (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Alibaba Group Holding Limited of our report dated June 5, 2019 relating to the financial statements, and the effectiveness of internal control over financial reporting, which appears in Alibaba Group Holding Limiteds Annual Report on Form 20-F (No. 001-36614) for the year ended March 31, 2019.
/s/ PricewaterhouseCoopers
Hong Kong, September 16, 2019