阿里巴巴纽交招股书所(英文).doc

1、F-1 1 d709111df1.htm FORM F-1 Table of ContentsAs filed with the Securities and Exchange Commission on May 6, 2014 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alibaba Group Holding Limited (Exact nam

2、e of Registrant as Specified in its Charter) Cayman Islands5961Not Applicable(State or Other Jurisdiction ofIncorporation or Organization)(Primary Standard IndustrialClassification Code Number)(I.R.S. EmployerIdentification Number)c/o Alibaba Group Services Limited 26/F Tower One, Times Square 1 Mat

3、heson Street Causeway Bay Hong Kong Telephone: +852-2215-5100 (Address and Telephone Number, Including Area Code, of Registrants Principal Executive Offices) Corporation Service Company 1180 Avenue of the Americas, Suite 210 New York, New York 10036 (800) 927-9801 (Name, Address, Including Zip Code,

4、 and Telephone Number, Including Area Code, of Agent for Service) Copies to: Timothy A. Steinert, Esq. Alibaba Group Holding Limited c/o Alibaba Group Services Limited 26/F Tower One, Times Square 1 Matheson Street, Causeway Bay Hong Kong +852-2215-5100 Leiming Chen, Esq.Daniel Fertig, Esq. Simpson

5、Thacher & Bartlett LLPc/o 35th Floor, ICBC Tower3 Garden Road CentralHong Kong+852-2514-7600William H. Hinman, Jr., Esq. Simpson Thacher & Bartlett LLP2475 Hanover Street Palo Alto, California 94304U.S.A.650-251-5000William Y. Chua, Esq.Sullivan & Cromwell LLP28th FloorNine Queens Road Central Hong

6、Kong+852-2826-8688Jay Clayton, Esq.Sarah P. Payne, Esq.Sullivan & Cromwell LLP1870 Embarcadero RoadPalo Alto, California 94303U.S.A.650-461-5700Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of t

7、he securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, ple

8、ase check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securit

9、ies Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the ear

10、lier effective registration statement for the same offering. CALCULATION OF REGISTRATION FEE Title of Each Class ofSecurities to be Registered(1)(2)ProposedMaximumAggregateOffering Price(3)Amount ofRegistration FeeOrdinary shares, par value US$0.000025 per shareUS$1,000,000,000US$128,800(1)American

11、depositary shares, or ADSs, evidenced by American depositary receipts issuable upon deposit of the ordinary shares registered hereby will be registered under a separate registration statement on Form F-6. Each ADS represents ordinary shares. (2)Includes (a) ordinary shares represented by ADSs that m

12、ay be purchased by the underwriters pursuant to their option to purchase additional ADSs and (b) all ordinary shares represented by ADSs initially offered or sold outside the United States that are thereafter resold from time to time in the United States. Offers and sales of shares outside the Unite

13、d States are being made pursuant to Regulation S under the Securities Act of 1933 and are not covered by this Registration Statement. (3)Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. The registra

14、nt hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the S

15、ecurities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine. Table of ContentsThe information in this preliminary prospectus is not complete and may be change

16、d. Neither we nor the selling shareholders may sell these securities until the registration statement filed with the United States Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting any offer to buy

17、these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, Dated , 2014 American Depositary Shares Representing Ordinary Shares Alibaba Group Holding Limited This is the initial public offering of Alibaba Group Holding Limited, or Alibaba Group. We are offe

18、ring American Depositary Shares, or ADSs, and the selling shareholders named in this prospectus are offering ADSs. Each ADS represents ordinary shares, par value US$0.000025 per share. We expect that the initial public offering price of the ADSs will be between US$ and US$ per ADS. We will not recei

19、ve 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 and our related companies and affiliates, will have the exclusive right to nominat

20、e 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. We will apply for listing

21、 of our ADSs on the New York Stock Exchange or the Nasdaq Global Market under the symbol “ .” Investing in our ADSs involves risk. See “Risk Factors” beginning on page 20. Per ADSTotalPrice to publicUS$US$Underwriting discounts and commissionsUS$US$Proceeds, before expenses, to usUS$US$Proceeds, bef

22、ore expenses, to the selling shareholdersUS$US$We and certain selling shareholders have granted the underwriters the right to purchase up to an aggregate of additional ADSs. Neither the United States Securities and Exchange Commission nor any state securities commission or any other regulatory body

23、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 , 2014 Credit SuisseDeutsche Bank

24、Goldman SachsJ.P. MorganMorgan StanleyCiti, 2014. Table of ContentsTable of ContentsTable of ContentsTable of ContentsTABLE OF CONTENTS PageProspectus Summary1Risk Factors20Special Note Regarding Forward-Looking Statements58Industry Data and User Metrics59Use of Proceeds60Dividend Policy61Capitaliza

25、tion62Dilution64Exchange Rate Information66Enforcement of Civil Liabilities67Our History and Corporate Structure69Selected Consolidated Financial and Operating Data76Managements Discussion and Analysis of Financial Condition and Results of Operations82Business122Regulation174Alibaba Partnership186Ou

26、r Directors189Our Executive Officers193Principal and Selling Shareholders198Related Party Transactions200Description of Share Capital206Description of American Depositary Shares222Shares Eligible for Future Sale231Taxation233Underwriting240Expenses Related to this Offering246Legal Matters247Experts2

27、47Where You Can Find More Information248Index to Financial StatementsF-1You should rely only on the information contained in this prospectus. We have not authorized anyone to provide information different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, ADS

28、s only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our ADSs. Until , 2014 (25 days after the date of this prospectus), a

29、ll dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

30、 Table of ContentsPROSPECTUS SUMMARY This summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary may not contain all of the information that you should consider before investing in our ADSs. You should carefully read the entire prospectus, incl

31、uding “Risk Factors” and the financial statements, before making an investment decision. Our Mission Our mission is to make it easy to do business anywhere. Our founders started our company to champion small businesses, in the belief that the Internet would level the playing field by enabling small

32、enterprises to leverage innovation and technology to grow and compete more effectively in the domestic and global economies. Our decisions are guided by how they serve our mission over the long-term, not by the pursuit of short-term gains. Our Business We are the largest online and mobile commerce c

33、ompany in the world in terms of gross merchandise volume in 2013, according to industry sources. We operate our ecosystem as a platform for third parties, and we do not engage in direct sales, compete with our merchants or hold inventory. We operate Taobao Marketplace, Chinas largest online shopping

34、 destination, Tmall, Chinas largest third-party platform for brands and retailers, in each case in terms of gross merchandise volume, and Juhuasuan, Chinas most popular group buying marketplace by its monthly active users, in each case in 2013 according to iResearch. These three marketplaces, which

35、comprise our China retail marketplaces, generated a combined GMV of RMB1,542 billion (US$248 billion) from 231 million active buyers and 8 million active sellers in the twelve months ended December 31, 2013. A significant portion of our customers have begun transacting on our mobile platform, and we

36、 are focused on capturing this opportunity. In the three months ended December 31, 2013, mobile GMV accounted for 19.7% of our GMV, up from 7.4% in the same period in the previous year. In addition to our three China retail marketplaces, which accounted for 82.7% of our revenues in the nine months e

37、nded December 31, 2013, we operate A, Chinas largest global online wholesale marketplace in 2013 by revenue, according to iResearch, , our China wholesale marketplace, and AliExpress, our global consumer marketplace, as well as provide cloud computing services. As a platform, we provide the fundamen

38、tal technology infrastructure and marketing reach to help businesses leverage the power of the Internet to establish an online presence and conduct commerce with consumers and businesses. We have been a leader in developing online marketplace standards in China. Given the scale we have been able to

39、achieve, an ecosystem has developed around our platform that consists of buyers, sellers, third-party service providers, strategic alliance partners, and investee companies. Our platform and the role we play in connecting buyers and sellers and making it possible for them to do business anytime and

40、anywhere is at the nexus of this ecosystem. Much of our effort, our time and our energy is spent on initiatives that are for the greater good of the ecosystem and the various participants in it. We feel a strong responsibility for the continued development of the ecosystem and we take ownership for

41、this development. Accordingly, we refer to this as “our ecosystem.” Our ecosystem has strong self-reinforcing network effects that benefit our marketplace participants, who are invested in our ecosystems growth and success. Through this ecosystem, we have transformed how commerce is conducted in Chi

42、na and built a reputation as a trusted partner for the participants in our ecosystem. We have made significant investments in proprietary technologies and infrastructure in order to support our growing ecosystem. Our technology and infrastructure allow us to harness the substantial volume of data ge

43、nerated from our marketplaces and to further develop and optimize the products and services offered on our platform. 1 Table of ContentsThrough, our related company, Alipay, we offer payment and escrow services for buyers and sellers, providing security, trust and convenience to our users. We take a

44、 platform approach to shipping and delivery by working with third-party logistics service providers through a central logistics information system operated by Zhejiang Cainiao Supply Chain Management Co., Ltd., or China Smart Logistics, our 48%-owned affiliate. Through our investment in UCWeb, we ar

45、e able to leverage its expertise as a developer and operator of mobile web browsers to enhance our mobile offerings beyond e-commerce, such as general mobile search. Our revenue is primarily generated from merchants through online marketing services (via Alimama, our proprietary online marketing pla

46、tform), commissions on transactions and fees for online services. We also generate revenues through fees from memberships, value-added services and cloud computing services. In the nine months ended December 31, 2013, we generated revenue of RMB40.5 billion (US$6.5 billion) and net income of RMB17.7

47、 billion (US$2.9 billion). Our fiscal year ends on March 31. Our Key Metrics We have experienced significant growth across various key metrics for our China retail marketplaces: 2 Table of ContentsOur business and our ecosystem as a whole have achieved significant scale and size: Our Scale and Size Scale and Size of Our Ecosystem