Alibaba Group Holding Limited (Exact Name of Registrant As Specified in Its Charter)
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EXCERPT As filed with the Securities and Exchange Commission on July 11, 2014 Registration No. 333-195736 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alibaba Group Holding Limited (Exact name of Registrant as Specified in its Charter) Cayman Islands 5961 Not Applicable (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification Number) c/o Alibaba Group Services Limited 26/F Tower One, Times Square 1 Matheson Street Causeway Bay Hong Kong Telephone: +852-2215-5100 (Address and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) The information in this preliminary prospectus is not complete and may be changed. 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 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 offering 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 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, Alipay 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. We will apply for listing of our ADSs on the New York Stock Exchange under the symbol “BABA.” Summary Consolidated Statements of Operations Data: Year ended March 31, 2012 2013 2014 RMB RMB RMB US$ (in millions, except per share data) Revenue China commerce 15,637 29,167 45,132 7,260 International commerce 3,765 4,160 4,851 780 Cloud computing and Internet infrastructure 515 650 773 124 Others 108 540 1,748 282 Total 20,025 34,517 52,504 8,446 Cost of revenue (6,554 ) (9,719 ) (13,369 ) (2,151 ) Product development expenses (2,897 ) (3,753 ) (5,093 ) (819 ) Sales and marketing expenses (3,058 ) (3,613 ) (4,545 ) (731 ) General and administrative expenses(1) (2,211 ) (2,889 ) (4,218 ) (678 ) Amortization of intangible assets (155 ) (130 ) (315 ) (51 ) Impairment of goodwill and intangible assets (135 ) (175 ) (44 ) (7 ) Yahoo TIPLA amendment payment(2) — (3,487 ) — — Income from operations 5,015 10,751 24,920 4,009 Interest and investment income, net 258 39 1,648 265 Interest expense (68 ) (1,572 ) (2,195 ) (353 ) Other income, net 327 894 2,429 390 Income before income tax and share of results of equity investees 5,532 10,112 26,802 4,311 Income tax expenses (842 ) (1,457 ) (3,196 ) (514 ) Share of results of equity investees (25 ) (6 ) (203 ) (33 ) Net income 4,665 8,649 23,403 3,764 Net income attributable to noncontrolling interests (437 ) (117 ) (88 ) (14 ) Net income attributable to Alibaba Group Holding Limited 4,228 8,532 23,315 3,750 Accretion of convertible preference shares — (17 ) (31 ) (5 ) Dividends accrued on convertible preference shares — (111 ) (208 ) (33 ) Net income attributable to ordinary shareholders 4,228 8,404 23,076 3,712 Year ended March 31, 2012 2013 2014 RMB RMB RMB US$ (in millions) Net income 4,665 8,649 23,403 3,764 Add: Share-based compensation expense 1,254 1,259 2,844 457 Add: Amortization of intangible assets 155 130 315 51 Add: Impairment of goodwill, intangible assets and investments 399 420 163 26 Less: Gain on deemed disposals/disposals of investments (21 ) (76 ) (384 ) (62) Add: Yahoo TIPLA amendment payment — 3,487 — — Add: Equity-settled donation expense — — 1,269 204 Adjusted net income 6,452 13,869 27,610 4,440 Year ended March 31, 2012 2013 2014 RMB RMB RMB US$ (in millions) Net cash provided by operating activities 9,275 14,476 26,379 4,242 Less: Purchase of property, equipment and intangible assets (excluding land use rights and construction in progress) (749 ) (1,046 ) (3,285 ) (528) Add: Changes in loan receivables, net 226 2,828 9,175 1,476 Add: Yahoo TIPLA amendment payment — 3,487 — — Free cash flow 8,752 19,745 32,269 5,190 Revenue Year ended March 31, 2012 2013 2014 % of % of % of RMB revenue RMB revenue RMB US$ revenue (in millions, except percentages) China commerce Retail 13,422 67.0 % 26,970 78.1 % 42,832 6,890 81.6 % Wholesale 2,215 11.1 % 2,197 6.4 % 2,300 370 4.4% Total China commerce 15,637 78.1 % 29,167 84.5 % 45,132 7,260 86.0% International commerce Retail 223 1.1 % 392 1.1 % 938 151 1.8 % Wholesale 3,542 17.7 % 3,768 10.9 % 3,913 629 7.4% Total International commerce 3,765 18.8 % 4,160 12.0 % 4,851 780 9.2% Cloud computing and Internet infrastructure 515 2.6 % 650 1.9 % 773 124 1.5% Others 108 0.5 % 540 1.6 % 1,748 282 3.3% Total revenue 20,025 100.0 % 34,517 100.0 % 52,504 8,446 100.0% GMV 663,412 1,077,169 1,677,587 269,865 Summary Consolidated Balance Sheet Data 2014 2012 2013 2014 (Pro forma)(1) RMB RMB RMB US$ RMB US$ Cash and cash equivalen ts and short- term investme nts(3) 21,744 32,686 43,632 7,019 43,632 7,019 Investment securities and investme nt in equity investees( 4) 2,483 2,426 22,131 3,560 22,131 3,560 Property and equipmen t, net 2,463 3,808 5,581 898 5,581 898 Goodwill and intangibl e assets 11,791 11,628 13,699 2,204 13,699 2,204 Total assets 47,210 63,786 111,549 17,944 111,549 17,944 Current bank borrowin gs 1,283 3,350 1,100 177 1,100 177 Secured borrowin gs — 2,098 9,264 1,490 9,264 1,490 Redeemable preferenc e shares — 5,191 — — — — Non-current bank borrowin gs — 22,462 30,711 4,940 30,711 4,940 Total liabilities 12,797 52,740 70,731 11,378 70,731 11,378 Convertible preferenc e shares — 10,447 10,284 1,654 — — Total Alibaba Group Holding Limited sharehold ers’ equity (deficits) 31,488 (24 ) 29,338 4,719 39,622 6,373 Total equity(5) 34,383 513 30,417 4,893 40,701 6,547 Number of outstandi ng ordinary shares 2,491,952,201 2,160,220,739 2,193,810,660 2,193,810,660 2,285,053,903 2,285,053,903 97 USE OF PROCEEDS We plan to use the net proceeds we will receive from this offering for general corporate purposes. Pending the use of net proceeds from this offering described above, we intend to invest our net proceeds in short-term, interest bearing, debt instruments or bank deposits. We currently intend to use the net proceeds from this offering outside of China, and do not expect to transfer such funds into China. However, should we determine to transfer a portion or all of the net proceeds from the offering into China, such transfer would need to be conducted in accordance with the applicable procedures and restrictions. As an offshore holding company, we must satisfy applicable PRC government registrations and approval requirements to fund the capital expenditures or working capital of our PRC subsidiaries and variable interest entities. We cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all. Due to PRC legal restrictions on loans in foreign currencies extended to any PRC domestic companies, and because our variable interest entities are generally able to conduct business with revenues generated from their own daily operations, we do not intend to finance the activities of our PRC subsidiaries or our variable interest entities with the net proceeds we will receive from this offering. Foreign Exchange Risk Foreign currency risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations. Although we operate businesses in different countries, substantially all of our revenue-generating transactions, and a majority of our expense- related transactions, are denominated in Renminbi, which is the functional currency of our major operating subsidiaries and the reporting currency of our financial statements. We do not hedge against currency risk. The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions and the foreign exchange policy adopted by the PRC government. On July 21, 2005, the PRC government changed its policy of pegging the value of the Renminbi to the U.S. dollar. Following the removal of the U.S.