424B5 1 a2240097z424b5.htm 424B5 Use these links to rapidly review the documentTABLE OF CONTENTS PROSPECTUS SUPPLEMENT TABLE OF CONTENTSTable of Contents Filed Pursuant to Rule 424(b)(5)Registration No. 333-234662 The information in this preliminary prospectus supplement is not complete and may be changed. Neither this preliminary prospectus supplement nor the accompanying prospectus is an offer to sell these securities, nor does it solicit offers to buy these securities in any jurisdiction where the offer or sale is not permitted.SUBJECT TO COMPLETION DATED NOVEMBER 14, 2019.Prospectus Supplement(to Prospectus dated November 13, 2019) 500,000,000 Ordinary Shares Alibaba Group Holding Limited We are offering 500,000,000 ordinary shares, par value US$0.000003125 per share, as part of a Global Offering, comprising an international offering of initially 487,500,000 ordinary shares offered hereby, and a Hong Kong public offering of initially 12,500,000 ordinary shares. Our ADSs are listed on the New York Stock Exchange, or the NYSE, under the symbol "BABA." On November 13, 2019, the last reported trading price of our ADSs on the NYSE was US$182.48 per ADS, or HK$178.50 per ordinary share, based upon an exchange rate of HK$7.8256 to US$1.00. Each ADS represents eight ordinary shares. The allocation of ordinary shares between the international offering and the Hong Kong public offering is subject to reallocation. For more information, see "Underwriting" beginning on page S-46 of this prospectus supplement. The public offering price in the international offering may differ from the public offering price in the Hong Kong public offering. See "Underwriting — Pricing." The international offering contemplated herein consists of a U.S. offering and a non-U.S. offering made outside the United States in compliance with applicable law. We are paying a registration fee for ordinary shares sold in the United States, as well as for ordinary shares initially offered and sold outside the United States in the Global Offering that may be resold from time to time into the United States. We have applied to list our ordinary shares on The Stock Exchange of Hong Kong Limited, or the Hong Kong Stock Exchange, under the stock code "9988." Investing in the ordinary shares involves a high degree of risk. See the "Risk Factors" beginning on page S-29 of this prospectus supplement.Neither the United States Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. PRICE HK$ PER ORDINARY SHARE Per Ordinary Share Total Public offering price HK$(1) HK$ Underwriting discounts and commissions(2) HK$ HK$ Proceeds to us (before expenses)(3) HK$ HK$ (1)Equivalent to US$ per ADS, based upon each ADS representing eight ordinary shares and an exchange rate of HK$ to US$1.00. (2)See "Underwriting" beginning on page S-46 of this prospectus supplement for additional information regarding total underwriting compensation. (3)Includes estimated net proceeds of HK$ from the sale of initially 12,500,000 ordinary shares in the Hong Kong public offering.We have granted the international underwriters the option, exercisable by China International Capital Corporation Hong Kong Securities Limited and Credit Suisse (Hong Kong) Limited, or the Joint Representatives, on behalf of the international underwriters, to purchase up to an additional 75,000,000 ordinary shares at the public offering price until 30 days after the last day for the lodging of applications under the Hong Kong public offering. Credit Suisse (Hong Kong) Limited expects to enter into a borrowing arrangement with PCIP I Limited, or PCIP I, that is intended to facilitate the settlement of over-allocations. Credit Suisse (Hong Kong) Limited is obligated to return ordinary shares to PCIP I by exercising the option to purchase additional ordinary shares from us or by making purchases in the open market. No fees or other remuneration will be paid by the underwriters to us or PCIP I for the loan of these ordinary shares. The underwriters expect to deliver the ordinary shares against payment therefor through the facilities of the Central Clearing and Settlement System on or about , 2019. Joint Sponsors, Joint Global Coordinators and Joint Bookrunners(in alphabetical order) CICC Credit SuisseJoint Global Coordinators and Joint BookrunnersCitigroup J.P. Morgan Morgan Stanley Prospectus Supplement dated , 2019. Table of Contents TABLE OF CONTENTSPROSPECTUS SUPPLEMENT LETTER FROM CHAIRMAN AND CEO S-1 ABOUT THIS PROSPECTUS SUPPLEMENT S-4 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS S-6 PROSPECTUS SUPPLEMENT SUMMARY S-8 THE GLOBAL OFFERING S-17 SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA S-20 RISK FACTORS S-29 U