阿里巴巴美股招股说明书(2014-09-22版)

424B4 1 d709111d424b4.htm 424(B)(4) Table of ContentsFiled pursuant to Rule 424(b)(4) Registration No. 333-195736 320,106,100 American Depositary Shares Representing 320,106,100 Ordinary Shares Alibaba Group Holding Limited This is the initial public offering of Alibaba Group Holding Limited, or Alibaba Group. We are offering 123,076,931 American Depositary Shares, or ADSs, and the selling shareholders named in this prospectus, including Yahoo, one of our principal shareholders, Jack Ma, our executive chairman, and Joe Tsai, our executive vice chairman, are offering, in the aggregate, 197,029,169 ADSs. Each ADS represents one ordinary share, par value US$0.000025 per share. The initial public offering price of the ADSs is US$68.00 per ADS. We will not receive any proceeds from the ADSs sold by the selling shareholders. Pursuant to our memorandum and articles of association, a partnership, or the Alibaba Partnership, comprised of certain management members of our company, Small and Micro Financial Services Company and China Smart Logistics, will have the exclusive right to nominate a simple majority of the board of directors of our company. See “Alibaba Partnership” and “Description of Share Capital — Ordinary Shares — Nomination, Election and Removal of Directors.” Prior to this offering, there has been no public market for our ADSs or ordinary shares. Our ADSs have been approved for listing on the New York Stock Exchange under the symbol “BABA.” Investing in our ADSs involves risk. See “Risk Factors ” beginning on page 25. Per ADS Total Price to public US$68.00 US$21,767,214,800 Underwriting discounts and commissions US$0.816 US$261,206,578 Proceeds, before expenses, to us US$67.184 US$8,268,800,532 Proceeds, before expenses, to the selling shareholders US$67.184 US$13,237,207,690 We, Yahoo, Jack Ma and Joe Tsai have granted the underwriters the right to purchase up to an aggregate of 48,015,900 additional ADSs. Neither the United States Securities and Exchange Commission nor any state securities commission or any other regulatory body has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the ADSs against payment in U.S. dollars to purchasers on or about September 24, 2014. Credit Suisse Deutsche Bank Goldman Sachs J.P. Morgan Morgan Stanley Citi BOCI CICC CLSA DBS Bank HSBCMizuho Pacific Crest Stifel Wells Fargo BNP PARIBAS Evercore Raymond James SunTrust Robinson HumphreySeptember 18, 2014. Table of Contents Table of Contents Table of Contents Table of ContentsTABLE OF CONTENTS Page Prospectus Summary 1 Risk Factors 25 Special Note Regarding Forward-Looking Statements 69 Operating Metrics 70 Use of Proceeds 71 Dividend Policy 72 Capitalization 73 Dilution 75 Exchange Rate Information 77 Enforcement of Civil Liabilities 78 Letter from Jack Ma 80 Our History and Corporate Structure 83 Selected Consolidated Financial and Operating Data 93 Management’s Discussion and Analysis of Financial Condition and Results of Operations 100 Business 160 Regulation 216 Alibaba Partnership 229 Our Directors 235 Our Executive Officers 242 Principal and Selling Shareholders 250 Related Party Transactions 255 Description of Share Capital 272 Description of American Depositary Shares 288 Shares Eligible for Future Sale 297 Taxation 303 Underwriting 310 Expenses Related to this Offering 317 Legal Matters 318 Experts 318 Where You Can Find More Information 319 Index to Financial Statements F-1 This prospectus contains estimates and information concerning our industry, including market position, market size, and growth rates of the markets in which we participate, that are based on industry publications and reports. This prospectus contains statistical data and estimates published by iResearch, the China Internet Network Information Center, or CNNIC, Forrester Research, Euromonitor International, the National Bureau of Statistics of China, State Post Bureau of the PRC, the School of Social Sciences of Tsinghua University and International Data Corporation, or IDC, including a report titled “Global eCommerce Platforms Ranking by Gross Merchandise Volume,” which we requested IDC to prepare and for which we paid a fee and which we refer to in this prospectus as the IDC GMV Report. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in these industry publications and reports. The industry in which we operate is subject to a high degree of uncertainty and risk due to variety of factors, including those described in the “Risk Factors” section. These and othe