As Filed with the Securities and Exchange Commission on June 6, 2022

Registration No. 333-

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

Alibaba Group Holding Limited

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   Not Applicable
(State or other jurisdiction of
Incorporation or Organization)
  (I.R.S. Employer
Identification No.)

 

26/F Tower One, Times Square

1 Matheson Street

Causeway Bay

Hong Kong

+852-2215-5100

(Address of registrant’s principal executive offices)

 

 

 

2014 Post-IPO Equity Incentive Plan

(Full title of the Plan)

 

 

 

Corporation Service Company

1180 Avenue of the Americas, Suite 210

New York, New York 10036

(800) 927-9801

(Name address and telephone number of agent for service)

 

 

 

Copies to:

 

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

 

Daniel Fertig, Esq.
 Simpson Thacher & Bartlett LLP
c/o 35th Floor, ICBC Tower
3 Garden Road Central
Hong Kong
+852-2514-7600
Kevin P. Kennedy, Esq.
 Simpson Thacher & Bartlett LLP
2475 Hanover Street
Palo Alto, California 94304
U.S.A.
650-251-5000

 

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x Accelerated filer ¨
Non-accelerated filer ¨ Smaller reporting company ¨
    Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

 

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 200,000,000 ordinary shares, par value US$0.000003125 per share, of the Registrant, that are issuable under the Registrant’s 2014 Post-IPO Equity Incentive Plan. These 200,000,000 ordinary shares are additional securities of the same class as other securities for which original registration statements (File No. 333-199133, File No. 333-214595, File No. 333-219292, File No. 333-226521, File No. 333-233794, File No. 333-248584 and File No. 333-259186) on Form S-8 were respectively filed with the Securities and Exchange Commission (the “Commission”) on October 3, 2014, November 14, 2016, July 14, 2017, August 2, 2018, September 16, 2019, September 3, 2020 and August 31, 2021. Pursuant to General Instruction E to Form S-8, the contents of such earlier registration statements are incorporated by reference into this Registration Statement.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

ITEM 3. Incorporation of Documents by Reference

 

The following documents filed by the Registrant with the Commission are incorporated by reference herein:

 

a. The Registrant’s annual report on Form 20-F filed with the Commission on July 27, 2021, which includes audited financial statements for the year ended March 31, 2021; and

 

b. The description of the Registrant’s Ordinary Shares contained in its Registration Statement on Form 8-A (Registration No. 001-36614) filed with the Commission on September 8, 2014 pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which incorporates by reference the description of the Registrant’s Ordinary Shares set forth in the Registrant’s Registration Statement on Form F-1 (Registration No. 333-195736), as amended, originally filed with the Commission on May 6, 2014, including any amendments or reports filed for the purpose of updating such description.

 

All documents filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

ITEM 8. Exhibits

 

The Exhibits listed on the accompanying Exhibit Index are filed as a part of, or incorporated by reference into, this Registration Statement. (See Exhibit Index below).

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong, on June 6, 2022.

 

  Alibaba Group Holding Limited
     
  By: /s/ Kevin Jinwei ZHANG
  Name: Kevin Jinwei ZHANG
  Title: Company Secretary

 

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POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Daniel Yong Zhang, Joseph C. Tsai, Toby Hong Xu and Sara Siying Yu, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution and re-substitution, for and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated and on June 6, 2022.

 

Signature   Capacity
     
/s/ Daniel Yong ZHANG  

 

Chairman and Chief Executive Officer
(Principal Executive Officer)

Daniel Yong ZHANG    
     
/s/ Joseph C. TSAI   Executive Vice Chairman
Joseph C. TSAI    
     
/s/ Maggie Wei WU   Director
Maggie Wei WU    
     
/s/ J. Michael EVANS   Director and President
J. Michael EVANS    
     
/s/ Kabir MISRA   Director
Kabir MISRA    
     
    Independent Director
Chee Hwa TUNG    
     
/s/ Walter Teh Ming KWAUK   Independent Director
Walter Teh Ming KWAUK    
     
/s/ Jerry YANG   Independent Director
Jerry YANG    
     
/s/ Wan Ling MARTELLO   Independent Director
Wan Ling MARTELLO    
     
/s/ Weijian SHAN   Independent Director
Weijian SHAN    
     
/s/ Toby Hong XU   Chief Financial Officer
(Principal Financial and Accounting Officer)
Toby Hong XU    

 

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Signature of authorized representative in the United States

 

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Alibaba Group Holding Limited has signed this registration statement or amendment thereto in the city of Newark, State of Delaware, on June 6, 2022.

 

  PUGLISI & ASSOCIATES
     
  By: /s/ Donald J. Puglisi
  Name: Donald J. Puglisi
  Title: Managing Director

 

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EXHIBIT INDEX

 

EXHIBIT
NUMBER
  DESCRIPTION
     
4.1   Amended and Restated Memorandum and Articles of Association of the Registrant as currently in effect (incorporated by reference to Exhibit 1.1 of annual report on Form 20-F (Registration No. 001-36614) filed with the Securities and Exchange Commission on July 27, 2021)
     
5.1*   Opinion of Maples and Calder (Hong Kong) LLP
     
10.1*   Second Amended and Restated 2014 Post-IPO Equity Incentive Plan
     
23.1*   Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1)
     
23.2*   Consent of PricewaterhouseCoopers — Independent Registered Public Accounting Firm
     
24.1*   Powers of Attorney (included on the signature page in Part II of this Registration Statement)
     
107*   Filing Fee Table

 

 

 

*Filed herewith.

 

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