ALIBABA GROUP HOLDING LTD filed this 6-K on 09/24/2019
Alibaba Group Holding Ltd (Form: 6-K, Received: 09/24/2019 16:32:20)

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

 

September 24, 2019

 

Commission File Number: 001-36614

 

Alibaba Group Holding Limited

(Registrant’s name)

 

c/o Alibaba Group Services Limited

26/F Tower One, Times Square

1 Matheson Street

Causeway Bay

Hong Kong

(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 o

 

Indicate by check mark if the registrant is submitting the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(1): o

 

Indicate by check mark if the registrant is submitting the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(7): o

 

 

 


 

EXHIBITS

 

Exhibit 99.1 – Joint Press Release – Alibaba Group Receives 33% Equity Stake in Ant Financial

 

Exhibit 99.2 – Additional Information about the Transaction

 

Exhibit 99.3 – Alibaba Unveils Five-Year Goals for China Consumer Business

 

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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.

 

 

ALIBABA GROUP HOLDING LIMITED

 

 

 

Date: September 24, 2019

By:

/s/ Timothy A. Steinert

 

Name:

Timothy A. Steinert

 

Title:

General Counsel and Secretary

 

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Exhibit 99.1

 

 

Alibaba Group Receives 33% Equity Interest in Ant Financial

 

Hangzhou, China, September 24, 2019 — Alibaba Group Holding Limited (NYSE: BABA, “Alibaba Group”) and Ant Small and Micro Financial Services Group Co., Ltd. (“Ant Financial”) today announced that Alibaba Group has received a newly-issued 33% equity interest in Ant Financial following the satisfaction of the closing conditions set forth in the 2014 transaction agreements and the relevant amendments to those agreements.

 

Upon closing of the issuance, the profit-sharing arrangement under which Ant Financial previously paid fees amounting to 37.5% of its pre-tax profits to Alibaba Group was terminated.

 

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About Alibaba Group

 

Alibaba Group’s mission is to make it easy to do business anywhere. The company aims to build the future infrastructure of commerce. It envisions that its customers will meet, work and live at Alibaba, and that it will be a company that lasts at least 102 years.

 

About Ant Financial

 

Ant Financial is focused on serving small and micro enterprises, as well as individuals. Ant Financial is dedicated to bringing the world more equal opportunities through building a technology-driven open ecosystem and working with other financial institutions to support the future financial needs of society. Brands under Ant Financial include Alipay, Ant Fortune, Zhima Credit and MYbank.

 

Media Contacts

 

Alibaba Group

Adam Najberg

Tel: +852-54743262

[email protected]

 

Ant Financial

Le Shen

Tel: +86-13910467197

[email protected]

 


Exhibit 99.2

 

Alibaba Group Receives 33% Equity Stake in Ant Financial

 

On September 23, 2019, pursuant to the 2014 share and asset purchase agreement, as amended (the “SAPA”), Alibaba Group Holding Limited (together with its subsidiaries, “Alibaba,” or “we”) received a newly-issued 33% equity interest in Ant Small and Micro Financial Services Group Co., Ltd. (“Ant Financial”) (the “Issuance”) following the satisfaction of the closing conditions set forth in the SAPA. Alibaba holds this equity interest through an onshore PRC subsidiary.  SAPA and related agreements are more fully described in and filed as an exhibit to Alibaba Group’s annual report on Form 20-F for the fiscal year ended March 31, 2019.

 

Receipt of Equity Interest, Termination of Profit-Sharing Arrangements and Cross-Licensing Arrangements

 

Pursuant to the SAPA, the consideration paid by Alibaba to receive the newly-issued 33% equity interest in Ant Financial was fully funded by payments from Ant Financial and its subsidiaries to Alibaba in consideration for certain intellectual property rights and assets that we transferred under the SAPA.

 

Upon closing of the Issuance, our previous intellectual property and software technology services agreement with Ant Financial and Alipay.com Co., Ltd. (the “2014 IPLA”) was amended and restated (as amended and restated, the “Amended IPLA”), and the profit-sharing arrangement under the 2014 IPLA, under which Ant Financial previously paid fees amounting to 37.5% of its pre-tax profits to Alibaba, was terminated.

 

Pursuant to the SAPA, in connection with the receipt of the Issuance, we have entered into a cross license agreement with Ant Financial providing for a cross license of certain patents, trademarks, software and other technology between Ant Financial and us (including but not limited to patents and software transferred at the Issuance closing).  The cross license agreement also contains provisions relating to cooperation and coordination between Ant Financial and Alibaba on various intellectual property matters, including prosecution, enforcement, acquisition, and joint defense arrangements, among other matters.

 

Pursuant to our rights under the SAPA, two Alibaba officers nominated by us have been elected to the board of Ant Financial, with an effective appointment date of September 17, 2019.

 

Financial and Accounting Disclosures

 

As the Issuance represents a minority stake in Ant Financial, we will not consolidate Ant Financial in our consolidated financial statements under U.S. GAAP but will account for it under the equity method.

 

The results of operations of Ant Financial, as our equity investee, will impact our financial results. The primary accounting impact and changes in accounting treatment resulting from the completion of the Issuance consist of the following:

 

Termination of profit share and cash flow impact

 

The existing Profit Share Payments (as defined in the Company’s Form 20-F for the year ended March 31, 2019) arrangement has now been terminated. For the years ended March 31, 2017, 2018 and 2019, the Profit Share Payments recorded in “Other income, net” in the consolidated income statements amounted to RMB 2,086 million, RMB 3,444 million and RMB517 million, respectively.  We will not receive these cash inflows from Ant Financial going forward.

 


 

Equity method accounting

 

We will account for our interest in Ant Financial under the equity method and record it in “Investments in equity investees” on our consolidated balance sheet.  We will record a significant one-time gain in our consolidated income statement upon receipt of the Issuance, and we are in the process of finalizing the valuation assessment. Going forward, we will record our proportionate share of results of Ant Financial together with any corresponding basis difference adjustments in “Share of results of equity investees” in our consolidated income statements on a one quarter in-arrears basis.

 

Forward-Looking Statements

 

This communication contains forward-looking statements made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Among other things, statements that are not historical facts, including statements about the completion of transactions, are or contain forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the possibility that various closing conditions for transactions may not be satisfied or waived. All information contained in this announcement is as of the date of this announcement and are based on assumptions that Alibaba believes to be reasonable as of this date. You should not rely upon these forward-looking statements as predictions of future events. Alibaba does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

 

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Exhibit 99.3

 

 

Alibaba Unveils Five-Year Goals for China Consumer Business

Aims to serve over 1 billion consumers, top RMB10 trillion GMV by fiscal 2024

 

Hangzhou, China, September 24, 2019 — Alibaba Group Holding Limited (NYSE: BABA, “Alibaba” or “the Company”) today announced the Company aims to serve over one billion annual active consumers and achieve over RMB10 trillion in annual gross merchandise volume (“GMV”) through its China consumer business by the end of fiscal 2024.

 

The Company’s China consumer business covers primarily its China retail marketplaces, digital media and entertainment, as well as local consumer services.

 

Speaking at Alibaba’s annual Investor Day in Hangzhou, Alibaba Group Executive Chairman and CEO Daniel Zhang told an audience of over 600 from the investing community that the Company remains true to the mission it laid out over 20 years ago of making it easy to do business anywhere. Empowering merchants with the data technology and cloud intelligence is essential to fulfill this mission in the digital era.

 

Zhang offered some updates and new metrics on Alibaba’s digital economy for the 12 months ended June 30, 2019, both inside China and globally. The Company had 730 million annual active consumers from its China consumer business during the period. Together with approximately 130 million annual active consumers in its cross border and global retail commerce business, Alibaba has approximately 860 million annual active consumers globally.

 

Alipay, meanwhile, had approximately 900 million annual active users in China. Together, Alibaba Group and Ant Financial have around 960 million users in China.

 

While 85% of Chinese in developed areas have tapped into Alibaba’s China retail marketplaces, the penetration rate is only 40% in less-developed areas, offering a tremendous opportunity to reach underserved consumers there and improve their lives.

 

Even as absolute consumer numbers continue to rise, Zhang said it is just as important to view consumer needs holistically and serve them across all platforms in the Alibaba economy.

 

“Today, we are creating and fulfilling new consumption needs with a view to focus on growing our digital consumer population as a whole. We can unlock tremendous synergies between our various consumer-facing businesses to convert and harvest incremental customers across the Alibaba digital economy,” said Zhang.

 

Alibaba’s five-year goals for its China consumer business put it on the path of meeting its longer-term global ambitions to serve two billion customers, support 10 million profitable SMEs and help create 100 million jobs by 2036.

 

Underpinning the Company’s projected growth is the Alibaba Business Operating System, a full suite of digital tools that marries Alibaba’s commerce ecosystem and its cloud intelligence technology to empower brands and companies to reach more customers, better understand their needs and deepen engagement with them.

 

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“We have always viewed technology through the lens of real business applications. We don’t view technology in isolation,” said Zhang. “We believe in the marriage of commerce and technology. This has always been Alibaba’s unique value proposition.”

 

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About Alibaba Group

 

Alibaba Group’s mission is to make it easy to do business anywhere in the digital era. The company aims to build the future infrastructure of commerce. It envisions that its customers will meet, work and live at Alibaba, and that it will be a company that lasts at least 102 years.

 

Media Contact

Adam Najberg

Alibaba Group

+852 5474 3262

[email protected]

 

Safe Harbor Statements

 

This press release contains forward-looking statements. These statements are made under the “safe harbor” provision of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements involve inherent risks and uncertainties. Further information regarding these and other risks and uncertainties is included in Alibaba Group’s filings with the SEC. All information provided in this announcement is as of the date of this announcement and are based on assumptions that Alibaba Group believes to be reasonable as of this date, and Alibaba Group does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

 

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