Webplus: BABA/20191115/6-K/2_EX-5.1/000.htm SEC Original: a19-22784_1ex5d1.htm
Our ref MHY/604743-000062/15083169v1 Alibaba Group Holding Limited c/o Alibaba Group Services Limited 26/F Tower One, Times Square 1 Matheson Street Causeway Bay Hong Kong 15 November 2019 Dear Sirs Alibaba Group Holding Limited Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Alibaba Group Holding Limited (the 1 Documents Reviewed For the purposes of
Our ref MHY/604743-000062/15083169v1
Alibaba Group Holding Limited
c/o Alibaba Group Services Limited
26/F Tower One, Times Square
1 Matheson Street
15 November 2019
Alibaba Group Holding Limited
We have acted as Cayman Islands legal advisers to Alibaba Group Holding Limited (the Company) in connection with the Companys registration statement on Form F-3, including all amendments or supplements thereto (the Registration Statement), filed with the Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended, to date relating to the offering by the Company of certain American depositary shares (the ADSs) representing the Companys ordinary shares of par value US$0.000003125 each (the Shares).
We are furnishing this opinion as Exhibits 5.1, 8.1 and 23.2 to the Registration Statement.
For the purposes of this opinion letter, we have reviewed only originals, copies or final drafts of the following documents:
1.1The certificate of incorporation of the Company dated 28 June 1999, the certificate of incorporation on change of name of the Company dated 6 December 2007 and the certificate of incorporation on adoption of dual foreign name dated 7 October 2014.
1.2The amended and restated memorandum and articles of association of the Company as adopted by a special resolution passed on 2 September 2014 and effective on 24 September 2014, the closing date of the Companys initial public offering of Ordinary Shares represented by American depositary shares (the Memorandum and Articles).
1.3The minutes (or extracts thereof) (the Board Minutes) of the meeting of the directors of the Company held on 31 October 2019 (the Board Meeting).
1.4The minutes (the EGM Minutes) of the extraordinary general meeting of the shareholders of the Company held on dated 15 July 2019 (the EGM).
1.5A certificate from a director or an officer of the Company, a copy of which is attached hereto (the Directors Certificate).
1.6A certificate of good standing dated 22 July 2019, issued by the Registrar of Companies in the Cayman Islands (the Certificate of Good Standing).
1.7The Registration Statement.
The following 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. In giving these opinions we have relied (without further verification) upon the completeness and accuracy, as of the date of this opinion letter, of the Directors Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
2.1Copies 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.
2.2All signatures, initials and seals are genuine.
2.3There is nothing under any law (other than the law of the Cayman Islands), which would or might affect the opinions set out below.
2.4There is nothing contained in the minute book or corporate record of the Company (which we have not inspected) which would or might affect the opinions set out below.
Based upon the foregoing and subject to the qualifications set out below and having regard to such legal considerations as we deem relevant, we are of the opinion that:
3.1The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands.
3.2The authorised share capital of the Company is US$100,000 divided into 32,000,000,000 ordinary shares, par value US$0.000003125 per share.
3.3The issue and allotment of the Shares have been duly authorised and when allotted, issued and paid for as contemplated in the Registration Statement, the Shares will be legally issued and allotted, fully paid and non-assessable. As a matter of Cayman law, a share is only issued when it has been entered in the register of members (shareholders).
3.4The statements under the caption Taxation in the prospectus forming part of the Registration Statement, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects and that such statements constitute our opinion.
In this opinion letter the phrase non-assessable means, with respect to shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the shares by the Company or its creditors (except in exceptionalcircumstances, 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).
Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the headings Enforceability of Civil Liabilities, Taxation and Legal Matters and elsewhere in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.
/s/ Maples and Calder (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP
Webplus: BABA/20191115/6-K/3_EX-8.2/000.htm SEC Original: a19-22784_1ex8d2.htm
FANGDA PARTNERS 上海 Shanghai·北京 Beijing·深圳 Shenzhen·广州 Guangzhou·香港 Hong Kong http://www.fangdalaw.com 中国北京市朝阳区光华路1号 电子邮件 E-mail: 嘉里中心北楼27楼 电 话 Tel.: 邮政编码：100020 传 真 Fax: 文 号 Ref.: 27/F, North Tower, Kerry Center No. 1, Guanghua Road, Chaoyang District Beijing 100020, PRC Alibaba Group Holding Limited To: November 15, 2019 Dear Sirs, PRC We are lawyers qualified in the Peoples Republic of China (the
上海 Shanghai·北京 Beijing·深圳 Shenzhen·广州 Guangzhou·香港 Hong Kong
27/F, North Tower, Kerry Center
No. 1, Guanghua Road, Chaoyang District
Beijing 100020, PRC
To:Alibaba Group Holding Limited
November 15, 2019
We are lawyers qualified in the Peoples Republic of China (the PRC, which, for the purpose of this opinion, does not include the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan) and, as such, are qualified to issue this opinion on PRC Laws (as defined below).
We are acting as PRC legal counsel to Alibaba Group Holding Limited (the Company) solely in connection with the offering and the sale of 500,000,000 ordinary shares of par value US$0.000003125 per share of the Company (the Ordinary Shares) in connection with the Companys registration statement on Form F-3 filed on the date of this opinion, including the base prospectus, and all amendments or supplements thereto, including prospectus supplements (the Registration Statement). For the purpose of the filing of the Registration Statement with the U.S. Securities and Exchange Commission (the SEC) on November 15, 2019, we have been requested to give this opinion in connection with the Section Taxation in the Registration Statement regarding PRC taxation.
The opinion is rendered on the basis of PRC Laws and there is no assurance that any of such laws will not be changed, amended or replaced in the immediate future or in the longer term with or without retrospective effect. The PRC laws referred to herein are laws, regulations and rules of the mainland territory of the PRC that are currently in force on the date of this opinion (PRC Laws). We have not made any investigation of, and do not express any opinions on, the laws and regulations of any jurisdiction other than the PRC.
Based on the foregoing and subject to the disclosures contained in the Registration Statement, we are of the opinion that, as of the date hereof, so far as PRC Laws are concerned, the statements set forth in the Registration Statement under the heading Taxation Peoples Republic of China Taxation, to the extent that the discussion states definitive legal conclusions under PRC tax laws and regulations, subject to the qualifications therein, constitute our opinion on such matters.
This opinion is delivered solely for the purpose of and in connection with the Registration Statement publicly submitted to the SEC on the date of this opinion and may not be used for any other purpose without our prior written consent.
We hereby consent to the use of this opinion in, and the filing hereof as an exhibit to, the Registration Statement, and to the use of our firms name under the captions Enforcement of Civil Liabilities, Taxation and Legal Matters in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the regulations promulgated thereunder.
Webplus: BABA/20191115/6-K/4_EX-99.1/000.htm SEC Original: a19-22784_1ex99d1.htm
Alibaba Group Launches Hong Ko ng Initial Public Offering Hangzhou, China, November 1 5 , 2019 The Companys American depositary shares (ADSs), each representing eight ordinary shares of the Company Alibaba is guided by our mission to make it easy to do business anywhere with the vision to be a good company that lasts for 102 years. We aim to
FOR IMMEDIATE RELEASE
Alibaba GroupLaunchesHong KongInitial Public Offering
Hangzhou, China,November 15, 2019 - Alibaba Group Holding Limited (NYSE: BABA) (Alibaba or the Company) today announced the launch of its Hong Kong public offering (the Public Retail Offering), which forms part of the global offering (the Offering) of 500,000,000 new ordinary shares (the Shares) and listing of its ordinary shares on the Main Board of The Stock Exchange of Hong Kong Limited (the SEHK) under the stock code 9988.
The Companys American depositary shares (ADSs), each representing eight ordinary shares of the Company, will continue to be listed and traded on the New York Stock Exchange (NYSE). Upon listing in Hong Kong, the Hong Kong-listed shares will be fully fungible with the ADSs listed on the NYSE.
Alibaba is guided by our mission to make it easy to do business anywhere with the vision to be a good company that lasts for 102 years. We aim to serve global consumers, of which more than 1 billion will be Chinese consumers, and facilitate more than RMB10 trillion of consumption on our platform within the next five years by continuing to pursue our three strategic pillars of globalization, domestic consumption and big data powered by cloud computing, said Daniel Zhang, Alibaba Group Chairman and Chief Executive Officer. Hong Kong is one of the worlds most important financial centers and we are grateful for the opportunity to participate in the future of Hong Kong.
The listing in Hong Kong will allow more of the Companys users and stakeholders in the Alibaba digital economy across Asia to invest and participate in Alibabas growth. In addition to expanding the Companys overall investor base, the Offering will tap into substantial new capital pools in Asia and create a nearly round-the-clock market for global investors to trade Alibaba shares.
The Offering initially comprises12,500,000 new Shares under the Public Retail Offering and 487,500,000 new Shares for subscription globally (the International Offering). Subject to the level of any oversubscription in the Public Retail Offering and pursuant to the clawback mechanism as described in the prospectus issued in Hong Kong, the total number of shares available under the Public Retail Offering could be adjusted to up to a maximum of 50,000,000 new Shares, representing 10.0% of total Shares initially available under the Offering. In addition, the Company expects to grant the international underwriters an over-allotment option to purchase up to an additional 75,000,000 new Shares.
The offer price for the PublicRetail Offering (the Public Retail Offer Price) will be no more than HK$188.00 per share (the Maximum Public Retail Offer Price). The offer price for the international offering tranche of the Offering (the International Offer Price) may be set higher than the Maximum Public Retail Offer Price. The Company will set the International Offer Price by November 20, 2019 Hong Kong time by taking into consideration, among other factors, the closing price of the ADSs on the NYSE on or before the last trading date and investor demand during the marketing process. The final Public Retail Offer Price will be set at the lower of the final International Offer Price and the Maximum Public Retail Offer Price of HK$188.00 per share. Shares will be traded in board lots of 100 shares each.
The Company plans to use the proceeds from the Offering for the implementation of its strategies of driving user growth and engagement, empowering businesses to facilitate digital transformation, and continuing to innovate and invest for the long term.
Fully Electronic Application Process for the Public Retail Offering
Alibaba has decided to use a fully electronic application process for the Public Retail Offering, with no printed prospectuses or application forms. A fully electronic application process is consistent with the way in which the Companys customers and digital economy participants conduct their transactions with each other and the Company. As a company that aspires to last for 102 years, Alibaba is very focused on the health of our planet. The Company believes it has a responsibility to minimize its carbon footprint and the environmental impact in the Offering. The prospectus is available at the website of the Hong Kong Stock Exchange atwww.hkexnews.hk and the Companys website atwww.alibabagroup.com.
The Company encourages applicants for the Public Retail Offering in Hong Kong to view its prospectus and apply online through the White Form eIPO service atwww.eipo.com.hk, or through the CCASS EIPO service (directly or through their brokers or custodians). The Public Retail Offering will commence at 9:00 a.m. Friday, November 15, 2019 Hong Kong time and will close at 12:00 noon on Wednesday, November 20, 2019 Hong Kong time.
Potential applicants may call the enquiry hotline of Computershare Hong Kong Investor Services Limited if they have any question about making applications in the Public Retail Offering. The hotline number is +852 3426 9988, and will be open from 9:00 a.m. to 9:00 p.m. on Friday, November 15, 2019, Monday, November 18, 2019 and Tuesday, November 19, 2019, from 9:00 a.m. to 6:00 p.m. on Saturday, November 16, 2019 and Sunday, November 17, 2019 and from 9:00 a.m. to 12:00 noon on Wednesday, November 20, 2019 Hong Kong time.
China International Capital Corporation Hong Kong Securities Limited and Credit Suisse (Hong Kong) Limited (in alphabetical order) are the joint sponsors and joint global coordinators for the proposed Offering. Citigroup Global Markets Asia Limited, J.P. Morgan Securities (Asia Pacific) Limited and Morgan Stanley Asia Limited are also acting as joint global coordinators.
The proposedOffering is subject to market and other conditions, and there can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering. This press release shall not constitute an offer to sell or the solicitation of an offer or an invitation to buy any securities of the Company, nor shall there be any offer or sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the Company and that will contain detailed information about the Company and management, as well as financial statements. The Company intends to register the proposed offering in the United States pursuant to an automatically effective shelf registration statement and accompanying prospectus that have been or will be filed with the SEC.
About Alibaba Group
Alibaba Groups mission is to make it easy to do business anywhere. The company aims to build the future infrastructure of commerce. It envisions that its customers will meet, work and live at Alibaba, and that it will be a company that lasts for 102 years.
Tel: +852 5474 3262
Tel: +852 5590 4965
Tel:+852 9686 0401
Tel: +86 178 5741 1742
Tel: +1 (917) 528 1992
Safe Harbor Statement
This press release contains forward-looking statements. These statements are made under the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as will, expects, anticipates, future, intends, plans, believes, estimates, potential, continue, ongoing, targets, guidance and similar statements. Statements that are not historical facts, including statements about the offering and listing, the use of proceeds and Alibabas strategies and goals, are or contain forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement. There can be no guarantee that the offering and listing will be completed as planned, or that the expected benefits from the offering and listing will be achieved. You should consider the risk factors included in the registration statement (including any documents incorporated by reference), prospectus and prospectus supplements that have been or will be filed with the SEC and the prospectus registered in Hong Kong. All information provided in this press release is as of the date of this press release and are based on assumptions that the Company believes to be reasonable as of this date, and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
Webplus: BABA/20191115/6-K/5_EX-99.2/000.htm SEC Original: a19-22784_1ex99d2.htm
LETTER FROM CHAIRMAN AND CEO Dear Alibaba Investors, Thank you for your interest in and support for Alibaba Group. Today we are launching our listing in Hong Kong. As a young company that is only 20 years old, it is a new starting point for Alibaba. The world is transforming into a digital economy. We are living through an extraordinary
LETTER FROM CHAIRMAN AND CEO
Dear Alibaba Investors,
Thank you for your interest in and support for Alibaba Group. Today we are launching our listing in Hong Kong. As a young company that is only 20 years old, it is a new starting point for Alibaba.
The world is transforming into a digital economy. We are living through an extraordinary era - one full of changes, challenges and opportunities. Against this backdrop, how will Alibaba remain true to our mission and continue to innovate and create value for society, our merchants and consumers, and our shareholders? I would like to share with you our philosophy, our plans and our course of action.
Be a Good Company that Lasts for 102 Years
Alibaba is a company driven by mission, vision and values. The essence of Alibabas culture comes from our belief in the good of humanity and society. With the advent of the digital economy, we think about what can change and what will remain constant. Upon celebrating our 20th anniversary celebration recently, we took a fresh look at our mission, vision and values.
Our original mission to make it easy to do business anywhere remains unchanged, but we updated our 102-year vision to say that we want to be agood company that lasts for 102 years. Alibaba does not seek to be the biggest or the strongest. Rather, we aspire to be a company that does good: brings positive energy to society; takes on greater social responsibility; serves small businesses; and brings appreciation and satisfaction to our employees and shareholders.
At the same time, we refreshed Alibabas six core values. We replaced the original six concepts with six vintage colloquial phrases, each of which represents a slice of Alibabas history, with stories that reflect Alibabas distinctive cultural outlook and the difficult choices we have made along the way. These values are captured in six phrases:
·Customers first, employees second, shareholders third
·Trust makes everything simple
·Change is the only constant
·Todays best performance is tomorrows baseline
·If not now, when? If not me, who?
·Live seriously, work happily
Alibabas culture is grounded in our core values, and these have led us from being just a dream to where we are today. No matter how the world changes around us, the only way for us to move forward is to stay true to our mission, vision and values.
A New Business Paradigm in the Digital Economy Era
The hallmark of the digital economy is the ongoing integration between the internet and manufacturing, agricultural, services and the public sector across multiple dimensions. Thishas prompted the emergence of a new business paradigm that is grounded in the principles of openness, sharing, collaboration and mutual success. It is a departure from the traditional zero-sum business model with a renewed focus on the interests of customers and shared value creation. Digital technology will bring about more inclusive opportunities and more sustainable developments across society. Alibaba is eager to make its own unique contributions in shaping the new business paradigm of the digital economy.
LETTER FROM CHAIRMAN AND CEO
After 20 years of development, Alibaba has transformed from an e-commerce company to the basic infrastructure for the digital economy with an ecosystem that encompasses digital commerce, financial technology, intelligent logistics, cloud computing and big data. With many partners and service providers across the digital economy serving both consumers and enterprises, we have created and stimulated new consumption patterns and at the same time helped enterprises across industries to accomplish their digital transformation. We hope to help tens of thousands of small businesses to blossom, as well as supporting the development of new unicorns and companies on their way to becoming giants.
Our Overall Goal and Strategy for the Future
As we celebrated Alibabas 20th anniversary in September, we shared our strategic goals for the next five years: serve global consumers, of which more than 1 billion will be Chinese consumers, and facilitate more than RMB 10 trillion of consumption on our platforms. Our longer-term goals by the year 2036 are to serve 2 billion consumers globally, create 100 million jobs, and provide the necessary infrastructure to support 10 million small businesses to become profitable on our platforms.
To realize these goals, we must continue to pursue three strategic pillars: globalization, domestic consumption, and big data powered by cloud computing.
1.Globalization is the future of Alibaba Group. We firmly believe the marriage of digital technology and commerce will bring about unprecedented change that will not be limited by borders. The pervasive application of digital technology in areas such as commerce, finance and logistics will significantly improve the efficiency of trade between different countries and different markets. It will truly help make it easy to do businessanywhere in the most literal way.
We will continue to leverage our go-to-market approach of Global Buy, Global Sell, Global Pay, Global Delivery and Global Fun to drive growth and prosperity across the global digital economy.
2.Domestic consumption is the future of Chinas economy, which is in the process of transitioning from an investment- and export-driven economy into a consumption-led economy. Today on Alibabas China retail marketplaces, we have 785 million mobile monthly active users. These users are incredibly active and young and represent Chinas future consumption power.
The substantial growth potential of domestic consumption is being propelled by Chinas urbanization, emergence of hundreds of millions of middle-class consumersand the conversion of all consumers into internet users. These trends will provide opportunities for digital technology to create new consumption possibilities.
LETTER FROM CHAIRMAN AND CEO
Through bringing about diverse supply of products and services, we hope to fulfill the needs of all consumers in all segments. Further, we hope to re-model the supply side through big data and leverage innovation to connect supply directly to the market, thereby stimulating new demand among consumers.
3.Big data and cloud computing are respectively the fuel and engine of the digital economy. The Alibaba digital economy not only generates a continuous flow of data, the application of data intelligence in all aspects of our business enables our ecosystem to grow and prosper. We believe that in the era of the digital economy, productivity will be defined by computing power.
In the future, all businesses will look like internet companies as big data drive their business decisions and operations. The vast opportunity for Alibaba is not just the upgrade of a particular industry, but rather the transformation of all industries. Therefore, we are fully invested in the development of the Alibaba Business Operating System, which will offer our capabilities in digital commerce, financial technology, intelligent logistics and cloud computing to our customers and partners. Through this, we hope to help them to successfully carry out their digital transformation.
Preservation of Culture and Our Future
Culture is the bedrock of Alibaba, while innovation is in our DNA. In the past ten years, we have developed and practiced a corporate governance model based on a partnership structure. We stand by our partnership system in order to achieve continuity of our culture founded on mission, vision and values.
On September 10th, we completed a comprehensive upgrade of our management team, an important step in our future development. In this fast-changing world, we need to keep innovating and constantly challenge and even disrupt ourselves, and we use the same approach in developing our talent. This is why we seek to identify and promote future shapers, encourage our young people to create and experiment, enable women to take on senior roles within our company, and nurture diversity to advance our globalization.
We will shape an environment that encourages our employees to be socially-conscious and be always curious about the future. We want the world to experience more compassion and optimism because of Alibaba.
LETTER FROM CHAIRMAN AND CEO
Back to Hong Kong
When Alibaba Group went public in 2014, we missed out on Hong Kong with regret. Hong Kong is one of the worlds most important financial centers. Over the last few years, there have been many encouraging reforms in Hong Kongs capital market. During this time ofongoing change, we continue to believe that the future of Hong Kong remains bright. We hope we can contribute, in our small way, and participate in the future of Hong Kong.
Thank you once again for supporting and participating in Alibabas development. We have a saying at Alibaba: Believing is seeing, and the future belongs to those who believe in belief. Alibaba will continue to persevere!
Alibaba Group Chairman and Chief Executive Officer
Webplus: BABA/20191115/6-K/1/000.htm SEC Original: a19-22784_16k.htm
INCORPORATION BY REFERENCE 5.1 Opinion of Maples and Calder (Hong Kong) LLP regarding the validity of the ordinary shares 8.1 8.2 Opinion of Fangda Partners regarding certain PRC tax matters 23.1 23.2 99.1
Washington, D.C. 20549
(Address of principal executive offices)
INCORPORATION BY REFERENCE
Exhibit 5.1, Exhibit 8.1, Exhibit 8.2, Exhibit 23.1 and Exhibit 23.2 to this current report on Form 6-K are incorporated by reference into the registration statement on Form F-3 of Alibaba Group Holding Limited (File No. 333-234662), and shall be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
Opinion of Maples and Calder (Hong Kong) LLP regarding the validity of the ordinary shares
Opinion of Maples and Calder (Hong Kong) LLP regarding certain Cayman Islands tax matters (included in Exhibit 5.1)
Opinion of Fangda Partners regarding certain PRC tax matters
Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1)
Consent of Fangda Partners (included in Exhibit 8.2)
Alibaba Group Launches Hong Kong Initial Public Offering
Letter from Chairman and CEO
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ALIBABA GROUP HOLDING LIMITED
Date: November 15, 2019
/s/ Timothy A. STEINERT
Timothy A. STEINERT
General Counsel and Secretary
Ticker: BABA, Company: Alibaba Group Holding Ltd, Type: 6-K, Date: 2019-11-15CIK: 0001577552, Location: K3, SIC: 7389, SIC Desc: SERVICES-BUSINESS SERVICES, NEC
Business Phone & Address:
C/O ALIBABA GROUP SERVICES LIMITED, 26/F, TOWER ONE, TIMES SQUARE, 1 MATHESON ST.
CAUSEWAY BAY, K3