07/21/2025 | Press release | Distributed by Public on 07/21/2025 06:56
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Cayman Islands
(State or Other Jurisdiction of
Incorporation or Organization) |
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7389
(Primary Standard Industrial Classification Number)
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Not Applicable
(I.R.S. Employer
Identification No.) |
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Toby Hong Xu, Chief Financial Officer
Alibaba Group Holding Limited 26/F Tower One, Times Square 1 Matheson Street, Causeway Bay Hong Kong +852-2215-5100 |
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Daniel Fertig, Esq.
Simpson Thacher & Bartlett LLP c/o 35th Floor, ICBC Tower 3 Garden Road Central Hong Kong +852-2514-7600 |
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Conventions that Apply to this Prospectus
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| | | | ii | | |
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Cautionary Statement Regarding Forward-Looking Statements
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| | | | iv | | |
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Prospectus Summary
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| | | | 1 | | |
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Risk Factors
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| | | | 10 | | |
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Use of Proceeds
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| | | | 19 | | |
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Capitalization
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| | | | 20 | | |
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The Exchange Offer
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| | | | 21 | | |
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Description of the Notes
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| | | | 31 | | |
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Taxation
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| | | | 53 | | |
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Certain Benefit Plan Investor Considerations
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| | | | 57 | | |
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Enforceability of Civil Liabilities
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| | | | 59 | | |
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Plan of Distribution
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| | | | 61 | | |
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Legal Matters
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| | | | 66 | | |
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Experts
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| | | | 67 | | |
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Where You Can Find More Information
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| | | | 68 | | |
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Incorporation of Documents by Reference
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| | | | 69 | | |
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As of March 31, 2025
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Actual
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As Adjusted
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RMB
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US$
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RMB
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US$
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(in millions, except share and per share data)
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Cash and cash equivalents
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| | | | 145,487 | | | | | | 20,049 | | | | | | 156,569 | | | | | | 21,576 | | |
Short-term investments
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| | | | 228,826 | | | | | | 31,533 | | | | | | 228,826 | | | | | | 31,533 | | |
Short-term debt: | | | | | | | | | | | | | | | | | | | | | | | | | |
Current bank borrowings
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| | | | 22,562 | | | | | | 3,109 | | | | | | 22,562 | | | | | | 3,109 | | |
Total short-term debt
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| | | | 22,562 | | | | | | 3,109 | | | | | | 22,562 | | | | | | 3,109 | | |
Long-term debt: | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-current bank borrowings
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| | | | 49,909 | | | | | | 6,878 | | | | | | 49,909 | | | | | | 6,878 | | |
Non-current unsecured senior notes
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| | | | 122,398 | | | | | | 16,867 | | | | | | 122,398 | | | | | | 16,867 | | |
Non-current convertible unsecured senior notes
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| | | | 35,834 | | | | | | 4,938 | | | | | | 35,834 | | | | | | 4,938 | | |
Non-current exchangeable unsecured senior notes
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| | | | - | | | | | | - | | | | | | 11,214 | | | | | | 1,545 | | |
Total long-term debt
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| | | | 208,141 | | | | | | 28,683 | | | | | | 219,355 | | | | | | 30,228 | | |
Total mezzanine equity
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| | | | 11,713 | | | | | | 1,613 | | | | | | 11,713 | | | | | | 1,613 | | |
Shareholders' equity: | | | | | | | | | | | | | | | | | | | | | | | | | |
Ordinary shares (US$0.000003125 par value; 32,000,000,000 shares authorized, 18,474,235,708 shares issued and outstanding as of March 31, 2025)
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| | | | 1 | | | | | | - | | | | | | 1 | | | | | | - | | |
Additional paid-in capital
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| | | | 381,379 | | | | | | 52,555 | | | | | | 381,379 | | | | | | 52,555 | | |
Treasury shares, at cost
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| | | | (36,329) | | | | | | (5,006) | | | | | | (36,329) | | | | | | (5,006) | | |
Statutory reserves
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| | | | 15,936 | | | | | | 2,196 | | | | | | 15,936 | | | | | | 2,196 | | |
Accumulated other comprehensive income
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| | | | 3,393 | | | | | | 468 | | | | | | 3,393 | | | | | | 468 | | |
Retained earnings
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| | | | 645,478 | | | | | | 88,949 | | | | | | 645,346 | | | | | | 88,931 | | |
Total shareholders' equity
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| | | | 1,009,858 | | | | | | 139,162 | | | | | | 1,009,726 | | | | | | 139,144 | | |
Total capitalization(1)
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| | | | 1,229,712 | | | | | | 169,458 | | | | | | 1,240,794 | | | | | | 170,985 | | |
Exhibit Number |
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Description of Document
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3.1 | | | Amended and Restated Memorandum and Articles of Association of the Registrant as currently in effect (incorporated by reference to Exhibit 3.1 to the current report on Form 6-K (File No. 001-36614) furnished to the Securities and Exchange Commission on August 22, 2024) | |
4.1* †
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Indenture, dated as of November 26, 2024, between the Registrant and Citibank, N.A. as Trustee
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4.2 | | | First Supplemental Indenture, dated as of November 26, 2024, between the Registrant and Citibank, N.A. as Trustee (incorporated by reference to Exhibit 2.27 to the annual report on Form 20-F (File No. 001-36614) filed with the Securities and Exchange Commission on June 26, 2025) | |
4.3 | | | Second Supplemental Indenture, dated as of November 26, 2024, between the Registrant and Citibank, N.A. as Trustee (incorporated by reference to Exhibit 2.28 to the annual report on Form 20-F (File No. 001-36614) filed with the Securities and Exchange Commission on June 26, 2025) | |
4.4 | | | Third Supplemental Indenture, dated as of November 26, 2024, between the Registrant and Citibank, N.A. as Trustee (incorporated by reference to Exhibit 2.29 to the annual report on Form 20-F (File No. 001-36614) filed with the Securities and Exchange Commission on June 26, 2025) | |
4.5 | | |
Form of 4.875% Notes Due 2030 (included in Exhibit 4.2)
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4.6 | | |
Form of 5.250% Notes Due 2035 (included in Exhibit 4.3)
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4.7 | | |
Form of 5.625% Notes Due 2054 (included in Exhibit 4.4)
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4.8* | | | Registration Rights Agreement, dated as of November 26, 2024, between the Registrant and Citigroup Global Markets Inc., J.P. Morgan Securities plc, Morgan Stanley Asia Limited and UBS AG Hong Kong Branch | |
5.1* | | |
Opinion of Simpson Thacher & Bartlett LLP regarding the validity of the securities being registered
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5.2* | | |
Opinion of Maples and Calder regarding the validity of the securities being registered
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8.1* | | |
Opinion of Maples and Calder regarding certain Cayman Islands tax matters (included in Exhibit 5.2)
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8.2* | | |
Opinion of Fangda Partners regarding certain PRC tax matters (included in Exhibit 99.1)
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23.1* | | | Consent of PricewaterhouseCoopers - Independent Registered Public Accounting Firm | |
23.2* | | | Consent of PricewaterhouseCoopers Zhong Tian LLP - Independent Registered Public Accounting Firm | |
23.3* | | |
Consent of Maples and Calder (included in Exhibit 5.2)
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23.4* | | |
Consent of Fangda Partners (including in Exhibit 99.1)
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24.1* | | |
Powers of Attorney (included on the signature page in Part II of this Registration Statement)
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25.1* | | |
Statement of eligibility of Citibank, N.A. to act as trustee under the indenture
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99.1* | | |
Opinion of Fangda Partners as to certain matters under PRC law
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99.2* | | |
Form of Letter of Transmittal
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99.3* | | |
Form of Notice of Guaranteed Delivery
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99.4* | | |
Form of Letter to Registered Holders and DTC Participants
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99.5* | | |
Form of Letter to Clients
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107* | | |
Filing Fee Table
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Signature
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Capacity
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/s/ Joseph C. TSAI
Joseph C. TSAI
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Chairman
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/s/ Eddie Yongming WU
Eddie Yongming WU
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Director and Chief Executive Officer
(Principal Executive Officer) |
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/s/ J. Michael EVANS
J. Michael EVANS
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Director and President
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/s/ Maggie Wei WU
Maggie Wei WU
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Director
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/s/ Jerry YANG
Jerry YANG
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Independent Director
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/s/ Wan Ling MARTELLO
Wan Ling MARTELLO
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Independent Director
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/s/ Weijian SHAN
Weijian SHAN
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Independent Director
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/s/ Irene Yun-Lien LEE
Irene Yun-Lien LEE
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Independent Director
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/s/ Albert Kong Ping NG
Albert Kong Ping NG
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Independent Director
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/s/ Kabir MISRA
Kabir MISRA
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Independent Director
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/s/ Toby Hong XU
Toby Hong XU
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Chief Financial Officer
(Principal Financial and Accounting Officer) |
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