Alibaba Group Holding Limited
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) អ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ፤ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2017 OR អ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR អ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report............... For the transition period from to Commission file number 001-36614 Alibaba Group Holding Limited (Exact name of Registrant as specified in its charter) Cayman Islands (Jurisdiction of incorporation or organization) c/o Alibaba Group Services Limited 26/F Tower One, Times Square 1 Matheson Street, Causeway Bay Hong Kong (Address of principal executive offices) Timothy A. Steinert, Esq., General Counsel and Secretary Telephone: +852-2215-5100 Facsimile: +852-2215-5200 Alibaba Group Holding Limited c/o Alibaba Group Services Limited 26/F Tower One, Times Square 1 Matheson Street, Causeway Bay Hong Kong (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Ordinary Shares, par value US$0.000025 per share American Depositary Shares, each representing New York Stock Exchange one Ordinary Share Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 2,529,364,189 Ordinary Shares Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Ye s No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Ye s No Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Ye s No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Ye s No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘emerging growth company’’ in Rule 12b-2 of the Exchange Act. Large accelerated filer ፤ Accelerated filer អ Non-accelerated filer អ Emerging growth company អ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 13(a) of the Exchange Act អ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ፤ International Financial Reporting Standards as issued Other អ by the International Accounting Standards Board អ If ‘‘Other’’ has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Ye s No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Ye s No TABLE OF CONTENTS Page PA RT I ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS .......... 1 ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE .......................... 1 ITEM 3 KEY INFORMATION ................................................ 1 ITEM 4 INFORMATION ON THE COMPANY ..................................... 56 ITEM 4A. UNRESOLVED STAFF COMMENTS ..................................... 115 ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS ................... 115 ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES .................... 165 ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS ............. 184 ITEM 8 FINANCIAL INFORMATION ........................................... 199 ITEM 9 THE OFFER AND LISTING ........................................... 202 ITEM 10 ADDITIONAL INFORMATION ......................................... 203 ITEM 11 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ..... 212 ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES ........... 213 PA RT I I ITEM 13 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES ................ 216 ITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS ................................................... 216 ITEM 15 CONTROLS AND PROCEDURES ....................................... 216 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT ................................ 217 ITEM 16B. CODE OF ETHICS .................................................. 217 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES .......................... 217 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEE ...... 217 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS .................................................... 217 ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT ................... 218 ITEM 16G. CORPORATE GOVERNANCE .......................................... 218 ITEM 16H. MINE SAFETY DISCLOSURE .......................................... 219 PART III ITEM 17 FINANCIAL STATEMENTS ............................................ 220 ITEM 18 FINANCIAL STATEMENTS ............................................ 220 ITEM 19 EXHIBITS ........................................................ 220 i CONVENTIONS THAT APPLY TO THIS ANNUAL REPORT ON FORM 20-F Unless the context otherwise requires, references in this annual report on Form 20-F to: • ‘‘ADSs’’ are to the American depositary shares, each of which represents one ordinary share; • ‘‘Alipay’’ are to Alipay.com Co., Ltd., a company with which we have a long-term contractual relationship and which is a wholly-owned subsidiary of Ant Financial Services or, where the context requires, its predecessor entities. We do not have any equity interest in or control over either Ant Financial Services or Alipay; • ‘‘annual active buyers’’ are to user accounts that had one or more confirmed orders on the relevant platform during the previous twelve months, regardless of whether or not the buyer and seller settle the transaction; • ‘‘annual active sellers’’ are to seller accounts (representing storefronts) that had one or more confirmed orders on the relevant platform during the previous twelve months and that were active at the end of the period, regardless of whether or not the buyer and seller settle the transaction; • ‘‘annual active users’’ for Ant Financial Services are to user accounts that used one or more services provided by Ant Financial Services and its investees, such as payment, wealth management, lending, insurance and credit system, during the previous twelve months; • ‘‘Ant Financial Services’’ are to Ant Small and Micro Financial Services Group Co., Ltd. (formerly known as Zhejiang Ant Small and Micro Financial Services Group Co., Ltd.), a company organized under the laws of the PRC; • ‘‘Cainiao Network’’ are to Cainiao Smart Logistics Network Limited, a company incorporated under the laws of the Cayman Islands, and an affiliate in which we own an approximately 47% equity interest as of March 31, 2017, together with its subsidiaries, including Cainiao Network Technology Co., Ltd.; • ‘‘China’’ and the ‘‘PRC’’ are to the People’s Republic of China, excluding, for the purposes of this annual report only, Taiwan and the special administrative regions of Hong Kong and Macau; • ‘‘China retail marketplaces’’ are to Taobao Marketplace and Tmall (including Juhuasuan), collectively. Promotional slots on Juhuasuan may only be purchased by Taobao Marketplace and Tmall merchants, and transactions from traffic originating on Juhuasuan are completed on the merchants’ storefronts on Taobao Marketplace or Tmall; • ‘‘GMV’’ are to the value of confirmed orders of products and services on our marketplaces, regardless of how, or whether, the buyer and seller settle the transaction. Unless otherwise stated, GMV in reference to our marketplaces includes only GMV transacted on