阿里巴巴美股招股说明书(2015-10-28版)

424B3 1 a2226336z424b3.htm 424B3 Use these links to rapidly review the documentTABLE OF CONTENTS ALIBABA GROUP HOLDING LIMITED INDEX TO FINANCIAL STATEMENTSTable of Contents Filed Pursuant to Rule 424(b)(3)Registration No. 333-206575 Prospectus Alibaba Group Holding Limited US$8,000,000,000 Offer to Exchange All OutstandingFloating Rate Senior Notes due 20171.625% Senior Notes due 20172.500% Senior Notes due 20193.125% Senior Notes due 20213.600% Senior Notes due 20244.500% Senior Notes due 2034 For an Equal Principal Amount ofFloating Rate Senior Notes due 20171.625% Senior Notes due 20172.500% Senior Notes due 20193.125% Senior Notes due 20213.600% Senior Notes due 20244.500% Senior Notes due 2034Which Have Been Registered Under the Securities Act of 1933 We will exchange all of our outstanding Floating Rate Senior Notes due 2017, or the Outstanding 2017 Floating Rate Notes, our outstanding 1.625% Senior Notes due 2017, or the Outstanding 2017 Fixed Rate Notes, our outstanding 2.500% Senior Notes due 2019, or the Outstanding 2019 Fixed Rate Notes, our outstanding 3.125% Senior Notes due 2021, or the Outstanding 2021 Fixed Rate Notes, our outstanding 3.600% Senior Notes due 2024, or the Outstanding 2024 Fixed Rate Notes, and our outstanding 4.500% Senior Notes due 2034, or the Outstanding 2034 Fixed Rate Notes, that are validly tendered and not validly withdrawn for an equal principal amount of Floating Rate Senior Notes due 2017, or the 2017 Floating Rate Notes, 1.625% Senior Notes due 2017, or the 2017 Fixed Rate Notes, 2.500% Senior Notes due 2019, or the 2019 Fixed Rate Notes, 3.125% Senior Notes due 2021, or the 2021 Fixed Rate Notes, 3.600% Senior Notes due 2024, or the 2024 Fixed Rate Notes, and 4.500% Senior Notes due 2034, or the 2034 Fixed Rate Notes, respectively, that are freely tradable. The Outstanding 2017 Floating Rate Notes, Outstanding 2017 Fixed Rate Notes, Outstanding 2019 Fixed Rate Notes, Outstanding 2021 Fixed Rate Notes, Outstanding 2024 Fixed Rate Notes and Outstanding 2034 Fixed Rate Notes are collectively referred to hereinafter as the Outstanding Notes. The 2017 Fixed Rate Notes, 2019 Fixed Rate Notes, 2021 Fixed Rate Notes, 2024 Fixed Rate Notes and 2034 Fixed Rate Notes are collectively referred to hereinafter as the Fixed Rate Notes. The 2017 Floating Rate Notes and the Fixed Rate Notes are collectively referred to herein as the Notes. The Exchange Offer•The exchange offer expires at 5:00 p.m., New York City time, on November 25, 2015, unless extended. We do not currently intend to extend the expiration date. •You may withdraw tenders of Outstanding Notes at any time prior to the expiration of the exchange offer. •The exchange of Outstanding Notes for Notes in the exchange offer will not be a taxable event for United States federal income tax or Cayman Islands tax law purposes. •We will not receive any proceeds from the exchange offer. The Exchange Notes•The Notes are being offered in order to satisfy our obligations under the registration rights agreement entered into in connection with the placement of the Outstanding Notes. •The terms of the Notes to be issued in the exchange offer are substantially identical to the Outstanding Notes, except that the Notes will be freely tradable. Resales and Listing of Notes•The Notes may be sold in the over-the-counter market, in negotiated transactions or through a combination of such methods. •An application will be made to The Stock Exchange of Hong Kong Limited, or the SEHK, for listing of, and permission to deal in, the Notes by way of debt issues to professional investors only. Hong Kong Exchanges and Clearing Limited and the SEHK take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document. If you are a broker-dealer and you receive Notes for your own account, you must acknowledge that you will deliver a prospectus in connection with any resale of such Notes. By making such acknowledgment, you will not be deemed to admit that you are an underwriter under the U.S. Securities Act of 1933, as amended, or the Securities Act. Broker-dealers may use this prospectus in connection with any resale of Notes received in exchange for Outstanding Notes where such Outstanding Notes were acquired by the broker-dealer as a result of market-making activities or trading activities. We have agreed that, for a period of 180 days after the date of this prospectus, we will make this prospectus, as amended or supplemented, available to such broker-dealer for use in connection with any such resale, and will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. A broker dealer may not participate in the