Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
07 11월 2024 - 6:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16 Under
the Securities Exchange Act of 1934
November 6, 2024
Commission File Number: 001-36614
Alibaba Group Holding Limited
(Registrant’s name)
26/F Tower One, Times Square
1 Matheson Street
Causeway Bay
Hong Kong S.A.R.
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F
x Form 40-F ¨
EXPLANATORY NOTE
As
an issuer listed on the Hong Kong Stock Exchange, we are required to submit with The Stock
Exchange of Hong Kong Limited a monthly return form in relation to the movements in our authorized share capital and issued shares
(the “Monthly Return”) pursuant to Rule 13.25B of the Hong Kong Listing Rules. We are furnishing our Monthly Return
in respect of October 2024 as Exhibit 99.1 of this Current Report on Form 6-K.
EXHIBITS
SIGNATURES
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.
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ALIBABA GROUP HOLDING LIMITED |
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Date: November 6, 2024 |
By: |
/s/ Kevin Jinwei ZHANG |
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Name: |
Kevin Jinwei ZHANG |
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Title: |
Company Secretary |
Exhibit 99.1 | FF301
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Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in
Securities
For the month ended: 31 October 2024 Status: New Submission
To : Hong Kong Exchanges and Clearing Limited
Name of Issuer: Alibaba Group Holding Limited
Date Submitted: 06 November 2024
I. Movements in Authorised / Registered Share Capital
1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange (Note 1) Yes
Stock code (if listed) 09988 Description
Multi-counter stock code 89988 RMB Description
Number of authorised/registered shares Par value Authorised/registered share capital
Balance at close of preceding month 32,000,000,000 USD 0.000003125 USD 100,000
Increase / decrease (-) 0 USD
Balance at close of the month 32,000,000,000 USD 0.000003125 USD 100,000
Total authorised/registered share capital at the end of the month: USD 100,000 |
| FF301
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II. Movements in Issued Shares and/or Treasury Shares
1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange (Note 1) Yes
Stock code (if listed) 09988 Description
Multi-counter stock code 89988 RMB Description
Number of issued shares
(excluding treasury shares) Number of treasury shares Total number of issued shares
Balance at close of preceding month 19,159,821,492 0 19,159,821,492
Increase / decrease (-) -4,703,472 0
Balance at close of the month 19,155,118,020 0 19,155,118,020 |
| FF301
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III. Details of Movements in Issued Shares and/or Treasury Shares
(A). Share Options (under Share Option Schemes of the Issuer)
1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange (Note 1) Yes
Stock code (if listed) 09988 Description
Multi-counter stock code 89988 RMB Description
Particulars of share option scheme
Number of share
options outstanding at
close of preceding
month
Movement during the month
Number of share
options outstanding at
close of the month
Number of new shares
issued during the month
pursuant thereto (A1)
Number of treasury
shares transferred out of
treasury during the
month pursuant thereto
(A2)
Number of shares which
may be issued or
transferred out of
treasury pursuant
thereto as at close of
the month
The total number of
shares which may be
issued or transferred out
of treasury upon
exercise of all share
options to be granted
under the scheme at
close of the month
1). Share options granted under
2014 Post-IPO Equity Incentive
Plan
54,325,336 54,325,336 0 0 54,325,336 0
General Meeting approval date (if applicable)
2). Share options granted under
2024 Equity Incentive Plan
0 0 0 0 0 483,000,000
General Meeting approval date (if applicable) 22 August 2024
Increase in issued shares (excluding treasury shares): 0 Ordinary shares (AA1)
Decrease in treasury shares: 0 Ordinary shares (AA2)
Total funds raised during the month from exercise of options: USD 0
Remarks:
1. Under the 2014 Post-IPO Equity Incentive Plan, eight ordinary shares are issuable upon exercise of one option. For consistency purpose, the above numbers of share options represent the
numbers of ordinary shares issuable upon exercise of the options.
2. No further options will be granted under the 2014 Post-IPO Equity Incentive Plan on or after 28 August 2024, being the effective date of the Company’s voluntary conversion to primary listing
on the Main Board of the Hong Kong Stock Exchange. |
| FF301
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(B). Warrants to Issue Shares of the Issuer Not applicable |
| FF301
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(C). Convertibles (i.e. Convertible into Shares of the Issuer)
1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange (Note 1) Yes
Stock code (if listed) 09988 Description
Multi-counter stock code 89988 RMB Description
Description of the Convertibles Currency Amount at close of
preceding month Movement during the month Amount at close of the
month
Number of new shares
issued during the month
pursuant thereto (C1)
Number of treasury
shares transferred out of
treasury during the month
pursuant thereto (C2)
Number of shares which
may be issued or
transferred out of treasury
pursuant thereto as at
close of the month
1). Convertible Senior Notes - May 2024 USD 5,000,000,000 5,000,000,000 0 0 505,808,000
Type of the Convertibles Bond/Notes
Stock code of the Convertibles
(if listed on the Exchange) (Note 1)
Subscription/Conversion price USD 12.8507
General Meeting approval date
(if applicable)
Increase in issued shares (excluding treasury shares): 0 Ordinary shares (CC1)
Decrease in treasury shares: 0 Ordinary shares (CC2)
Remarks:
1. Number of shares which may be issued or transferred out of treasury as at close of the month represents the maximum number of ordinary shares (including in the form of ADS) that the
Company may issue upon full conversion of the Convertible Senior Notes and taking into account the make-whole adjustments in the event of certain corporate events. |
| FF301
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(D). Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes)
1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange (Note 1) Yes
Stock code (if listed) 09988 Description
Multi-counter stock code 89988 RMB Description
Description of other agreements or arrangements
General Meeting
approval date
(if applicable)
Number of new shares issued during
the month pursuant thereto (D1)
Number of treasury shares transferred
out of treasury during the month
pursuant thereto (D2)
Number of shares which may be issued
or transferred out of treasury pursuant
thereto as at close of the month
1). Restricted share units granted under the 2014 Post-IPO Equity Incentive Plan 19,080 0 383,301,064
Increase in issued shares (excluding treasury shares): 19,080 Ordinary shares (DD1)
Decrease in treasury shares: 0 Ordinary shares (DD2) |
| FF301
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(E). Other Movements in Issued Shares and/or Treasury Shares
1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange (Note 1) Yes
Stock code (if listed) 09988 Description
Multi-counter stock code 89988 RMB Description
Events
At price (if applicable)
Currency Amount
Date of event
(Note 2)
General Meeting
approval date
(if applicable)
Increase/ decrease (-) in issued
shares (excluding treasury
shares) during the month
pursuant thereto (E1)
Increase/ decrease (-) in
treasury shares during the
month pursuant thereto (E2)
Number of shares redeemed or
repurchased for cancellation but
not yet cancelled as at close of
the month (Note 3)
1). Repurchase of shares (shares repurchased and cancelled) USD 12.26 28 October 2024 22 August 2024 -4,722,552
2). Repurchase of shares (shares repurchased for cancellation
but not yet cancelled) 22 August 2024 -7,036,824
Increase/ decrease (-) in issued shares (excluding treasury shares): -4,722,552 Ordinary shares (EE1)
Increase/ decrease (-) in treasury shares: Ordinary shares (EE2)
Total increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1): -4,703,472 Ordinary shares
Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2): 0 Ordinary shares |
| FF301
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IV. Information about Hong Kong Depositary Receipt (HDR) Not applicable |
| FF301
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V. Confirmations
Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued, or the treasury shares
sold or transferred by the issuer during the month as set out in Parts III and IV which has not been previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, it
has been duly authorised by the board of directors of the listed issuer and carried out in compliance with all applicable listing rules, laws and other regulatory requirements and, insofar as
applicable:
(Note 4)
(i) all money due to the listed issuer in respect of the issue of securities, or sale or transfer of treasury shares has been received by it;
(ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under "Qualifications of listing" have been fulfilled;
(iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;
(iv) all the securities of each class are in all respects identical (Note 5);
(v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has
been made with all other legal requirements;
(vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue, sale or transfer;
(vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase
consideration for all such property has been duly satisfied; and
(viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the
Registrar of Companies.
Submitted by: Kevin Jinwei ZHANG
Title: Secretary
(Director, Secretary or other Duly Authorised Officer) |
| FF301
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Notes
1. The Exchange refers to The Stock Exchange of Hong Kong Limited.
2. In the case of repurchase of shares (shares repurchased and cancelled) and redemption of shares (shares redeemed and cancelled), "date of event" should be construed as
"cancellation date".
In the case of repurchase of shares (shares held as treasury shares), "date of event" should be construed as "date on which shares were repurchased and held by the issuer in
treasury".
3. The information is required in the case of repurchase of shares (shares repurchased for cancellation but not yet cancelled) and redemption of shares (shares redeemed but not yet
cancelled). Please state the number of shares repurchased or redeemed during the month or in preceding month(s) but pending cancellation as at close of the month as a negative
number.
4. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases. Where the issuer has already
made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, or the treasury shares sold or
transferred, no further confirmation is required to be made in this return.
5. “Identical” means in this context:
. the securities are of the same nominal value with the same amount called up or paid up;
. they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to
exactly the same sum (gross and net); and
. they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects. |
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