0001104659-16-097399.txt : 20160216 0001104659-16-097399.hdr.sgml : 20160215 20160216170257 ACCESSION NUMBER: 0001104659-16-097399 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20160216 DATE AS OF CHANGE: 20160216 GROUP MEMBERS: APN LTD. GROUP MEMBERS: CLARA WU MING-HUA GROUP MEMBERS: JACK MA PHILANTHROPIC FOUNDATION GROUP MEMBERS: JACK YUN MA GROUP MEMBERS: JC PROPERTIES LTD GROUP MEMBERS: JOE & CLARA TSAI FOUNDATION LTD GROUP MEMBERS: JSP INVESTMENT LTD GROUP MEMBERS: MFG II LTD GROUP MEMBERS: MFG LTD GROUP MEMBERS: PARUFAM LTD GROUP MEMBERS: PMH HOLDING LTD GROUP MEMBERS: YING CAPITAL LTD GROUP MEMBERS: YUN CAPITAL LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Alibaba Group Holding Ltd CENTRAL INDEX KEY: 0001577552 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88697 FILM NUMBER: 161429992 BUSINESS ADDRESS: STREET 1: C/O ALIBABA GROUP SERVICES LIMITED, 26/F STREET 2: TOWER ONE, TIMES SQUARE, 1 MATHESON ST. CITY: CAUSEWAY BAY STATE: K3 ZIP: 00000 BUSINESS PHONE: 852-2215-5100 MAIL ADDRESS: STREET 1: C/O ALIBABA GROUP SERVICES LIMITED, 26/F STREET 2: TOWER ONE, TIMES SQUARE, 1 MATHESON ST. CITY: CAUSEWAY BAY STATE: K3 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Tsai Joseph C CENTRAL INDEX KEY: 0001633999 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 26/F TOWER ONE STREET 2: TIMES SQUARE, 1 MATHESON STREET CITY: CAUSEWAY BAY STATE: K3 ZIP: ISO3166 SC 13G/A 1 a16-4503_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 


 

SCHEDULE 13G

(Amendment No. 1)*

 

Under the Securities Exchange Act of 1934

Alibaba Group Holding Limited

(Name of Issuer)

American Depositary Shares (ADS), each representing

one ordinary share, par value $0.000025 per share

(Title of Class of Securities)

01609W102**

(CUSIP Number)

December 31, 2015

(Date of Event Which Requires Filing of this Statement)


 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

**This CUSIP number applies to the American Depositary Shares, each representing one ordinary share, par value $0.000025 per share. No CUSIP has been assigned to the ordinary shares.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No. 01609W102

13G

 

 

1.

Name of Reporting Persons:
Jack Yun Ma

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

3.

SEC Use Only

 

4.

Citizenship or Place of Organization:
The People’s Republic of China

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
157,879,813

6.

Shared Voting Power:
225,949,970

7.

Sole Dispositive Power:
2,033,177

8.

Shared Dispositive Power:
50,000,000

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
383,829,783

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

11.

Percent of Class Represented by Amount in Row (9):
15.49% (1)

 

12.

Type of Reporting Person (See Instructions):
IN

 


(1) Calculations are based on 2,477,643,366 ordinary shares of the Issuer (“Ordinary Shares”) outstanding, as of December 31, 2015.

 

2



 

CUSIP No. 01609W102

13G

 

 

1.

Name of Reporting Persons:
Joseph C. Tsai

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

3.

SEC Use Only

 

4.

Citizenship or Place of Organization:
Canada

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
64,231,608

6.

Shared Voting Power:
225,949,970

7.

Sole Dispositive Power:
59,856,608

8.

Shared Dispositive Power:
50,000,000

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
290,181,578

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

11.

Percent of Class Represented by Amount in Row (9):
11.71% (1)

 

12.

Type of Reporting Person (See Instructions):
IN

 


(1) Calculations are based on 2,477,643,366 Ordinary Shares outstanding, as of December 31, 2015.

 

3



 

CUSIP No. 01609W102

13G

 

 

1.

Name of Reporting Persons:
Clara Wu Ming-Hua

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

3.

SEC Use Only

 

4.

Citizenship or Place of Organization:
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
160,000

6.

Shared Voting Power:
0

7.

Sole Dispositive Power:
160,000

8.

Shared Dispositive Power:
0

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
160,000

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

11.

Percent of Class Represented by Amount in Row (9):
0.01% (1)

 

12.

Type of Reporting Person (See Instructions):
IN

 


(1) Calculations are based on 2,477,643,366 Ordinary Shares outstanding, as of December 31, 2015.

 

4



 

CUSIP No. 01609W102

13G

 

 

1.

Name of Reporting Persons:
APN Ltd.

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

3.

SEC Use Only

 

4.

Citizenship or Place of Organization:
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
50,000,000

6.

Shared Voting Power:
0

7.

Sole Dispositive Power:
50,000,000

8.

Shared Dispositive Power:
0

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
50,000,000

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

11.

Percent of Class Represented by Amount in Row (9):
2.02% (1)

 

12.

Type of Reporting Person (See Instructions):
OO

 


(1) Calculations are based on 2,477,643,366 Ordinary Shares outstanding, as of December 31, 2015.

 

5



 

CUSIP No. 01609W102

13G

 

 

1.

Name of Reporting Persons:
Jack Ma Philanthropic Foundation

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

3.

SEC Use Only

 

4.

Citizenship or Place of Organization:
Island of Guernsey

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
0

6.

Shared Voting Power:
0

7.

Sole Dispositive Power:
4,375,000

8.

Shared Dispositive Power:
0

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
4,375,000

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

11.

Percent of Class Represented by Amount in Row (9):
0.18% (1)

 

12.

Type of Reporting Person (See Instructions):
OO

 


(1) Calculations are based on 2,477,643,366 Ordinary Shares outstanding, as of December 31, 2015.

 

6



 

CUSIP No. 01609W102

 

 

 

1.

Name of Reporting Persons:
JC Properties Limited

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

3.

SEC Use Only

 

4.

Citizenship or Place of Organization:
British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
57,367,988

6.

Shared Voting Power:
0

7.

Sole Dispositive Power:
57,367,988

8.

Shared Dispositive Power:
0

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
57,367,988

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

11.

Percent of Class Represented by Amount in Row (9):
2.32% (1)

 

12.

Type of Reporting Person (See Instructions):
OO

 


(1) Calculations are based on 2,477,643,366 Ordinary Shares outstanding, as of December 31, 2015.

 

7



 

CUSIP No. 01609W102

13G

 

 

1.

Name of Reporting Persons:
Joe and Clara Tsai Foundation Limited

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

3.

SEC Use Only

 

4.

Citizenship or Place of Organization:
Island of Guernsey

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
5,000,000

6.

Shared Voting Power:
0

7.

Sole Dispositive Power:
1,875,000

8.

Shared Dispositive Power:
0

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
5,000,000

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

11.

Percent of Class Represented by Amount in Row (9):
0.20% (1)

 

12.

Type of Reporting Person (See Instructions):
OO

 


(1) Calculations are based on 2,477,643,366 Ordinary Shares outstanding, as of December 31, 2015.

 

8



 

CUSIP No. 01609W102

13G

 

 

1.

Name of Reporting Persons:
JSP Investment Limited

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

3.

SEC Use Only

 

4.

Citizenship or Place of Organization:
British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
63,478,648

6.

Shared Voting Power:
0

7.

Sole Dispositive Power:
63,478,648

8.

Shared Dispositive Power:
0

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
63,478,648

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

11.

Percent of Class Represented by Amount in Row (9):
2.56% (1)

 

12.

Type of Reporting Person (See Instructions):
OO

 


(1) Calculations are based on 2,477,643,366 Ordinary Shares outstanding, as of December 31, 2015.

 

9



 

CUSIP No. 01609W102

13G

 

 

1.

Name of Reporting Persons:
MFG Limited

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

3.

SEC Use Only

 

4.

Citizenship or Place of Organization:
British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
2,868,198

6.

Shared Voting Power:
0

7.

Sole Dispositive Power:
2,868,198

8.

Shared Dispositive Power:
0

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
2,868,198

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

11.

Percent of Class Represented by Amount in Row (9):
0.12% (1)

 

12.

Type of Reporting Person (See Instructions):
OO

 


(1) Calculations are based on 2,477,643,366 Ordinary Shares outstanding, as of December 31, 2015.

 

10



 

CUSIP No. 01609W102

13G

 

 

1.

Name of Reporting Persons:
MFG II Ltd

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

3.

SEC Use Only

 

4.

Citizenship or Place of Organization:
British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
819,494

6.

Shared Voting Power:
0

7.

Sole Dispositive Power:
819,494

8.

Shared Dispositive Power:
0

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
819,494

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

11.

Percent of Class Represented by Amount in Row (9):
0.03% (1)

 

12.

Type of Reporting Person (See Instructions):
OO

 


(1) Calculations are based on 2,477,643,366 Ordinary Shares outstanding, as of December 31, 2015.

 

11



 

CUSIP No. 01609W102

13G

 

 

1.

Name of Reporting Persons:
Parufam Limited

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

3.

SEC Use Only

 

4.

Citizenship or Place of Organization:
Bahamas

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
21,905,952

6.

Shared Voting Power:
0

7.

Sole Dispositive Power:
23,105,952

8.

Shared Dispositive Power:
0

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
23,105,952

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

11.

Percent of Class Represented by Amount in Row (9):
0.93% (1)

 

12.

Type of Reporting Person (See Instructions):
OO

 


(1) Calculations are based on 2,477,643,366 Ordinary Shares outstanding, as of December 31, 2015.

 

12



 

CUSIP No. 01609W102

13G

 

 

1.

Name of Reporting Persons:
PMH Holding Limited

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

3.

SEC Use Only

 

4.

Citizenship or Place of Organization:
British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
21,000,000

6.

Shared Voting Power:
0

7.

Sole Dispositive Power:
21,000,000

8.

Shared Dispositive Power:
0

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
21,000,000

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

11.

Percent of Class Represented by Amount in Row (9):
0.85% (1)

 

12.

Type of Reporting Person (See Instructions):
OO

 


(1) Calculations are based on 2,477,643,366 Ordinary Shares outstanding, as of December 31, 2015.

 

13



 

CUSIP No. 01609W102

13G

 

 

1.

Name of Reporting Persons:
Ying Capital Limited

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

3.

SEC Use Only

 

4.

Citizenship or Place of Organization:
British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
17,500,000

6.

Shared Voting Power:
0

7.

Sole Dispositive Power:
2,187,500

8.

Shared Dispositive Power:
0

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
17,500,000

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

11.

Percent of Class Represented by Amount in Row (9):
0.71% (1)

 

12.

Type of Reporting Person (See Instructions):
OO

 


(1) Calculations are based on 2,477,643,366 Ordinary Shares outstanding, as of December 31, 2015.

 

14



 

CUSIP No. 01609W102

13G

 

 

1.

Name of Reporting Persons:
Yun Capital Limited

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

3.

SEC Use Only

 

4.

Citizenship or Place of Organization:
British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power:
17,500,000

6.

Shared Voting Power:
0

7.

Sole Dispositive Power:
2,187,500

8.

Shared Dispositive Power:
0

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
17,500,000

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

11.

Percent of Class Represented by Amount in Row (9):
0.71% (1)

 

12.

Type of Reporting Person (See Instructions):
OO

 


(1) Calculations are based on 2,477,643,366 Ordinary Shares outstanding, as of December 31, 2015.

 

15



 

STATEMENT ON SCHEDULE 13G

 

Item 1. (a).

Name of Issuer
Alibaba Group Holding Limited, a Cayman Islands company (the “Issuer”).

Item 1. (b).

Address of Issuer’s Principal Executive Offices:
c/o Alibaba Group Services Limited

26/F Tower One, Times Square

1 Matheson Street, Causeway Bay

Hong Kong S.A.R.

 

Item 2(a).

Name of Person Filing
This Amendment No. 1 to the Schedule 13G filed on February 17, 2015 is filed on behalf of Jack Yun Ma, Joseph C. Tsai and Clara Wu Ming-Hua; APN Ltd., a Cayman Islands company; Jack Ma Philanthropic Foundation, an Island of Guernsey trust; JC Properties Limited, a British Virgin Islands company; Joe and Clara Tsai Foundation Limited, an Island of Guernsey trust; JSP Investment Limited, a British Virgin Islands company; MFG Limited, a British Virgin Islands company; MFG II Ltd, a British Virgin Islands company, Parufam Limited, a Bahamas corporation; PMH Holding Limited, a British Virgin Islands company; Ying Capital Limited, a British Virgin Islands company; and Yun Capital Limited, a British Virgin Islands company.

 

Jack Yun Ma, Joseph C. Tsai, Clara Wu Ming-Hua, APN Ltd., Jack Ma Philanthropic Foundation, JC Properties Limited, Joe and Clara Tsai Foundation Limited, JSP Investment Limited, MFG Limited, MFG II Ltd, Parufam Limited, PMH Holding Limited, Ying Capital Limited and Yun Capital Limited are collectively referred to herein as the “Reporting Persons.”

Item 2(b).

Address of Principal Business Office
The principal business address for Jack Yun Ma is 969 West Yi Road, Yu Hang District, Hangzhou 311121, the People’s Republic of China.

 

The principal business address for each of Joseph C. Tsai and Clara Wu Ming-Hua is c/o Alibaba Group Services Limited, 26/F Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong S.A.R.

 

The principal business address for APN Ltd. is Fourth Floor, One Capital Place, P.O. Box 847, Grand Cayman, KY1-1103, Cayman Islands.

 

The principal business address for Jack Ma Philanthropic Foundation is Park Place, Park Street, St. Peter Port, Guernsey, GY1 1EE.

 

The principal business address for each of JC Properties Limited and JSP Investment Limited is P.O. Box 916, Woodbourne Hall, Road Town, Tortola, British Virgin Islands.

 

The principal business address for Joe and Clara Tsai Foundation Limited is Helvetia Court, South Esplanade, St Peter Port, Guernsey GY1 4EE.

 

The principal business address for each of MFG Limited, MFG II Ltd and PMH Holding Limited is Trident Chambers, P.O. Box 146, Road Town, Tortola, British Virgin Island.

 

The principal business address for Parufam Limited is Suite 200B, 2nd Floor, Centre of Commerce, One Bay Street, P.O. Box N-3944, Nassau, Bahamas.

 

The principal business address for each of Ying Capital Limited and Yun Capital Limited is Woodbourne Hall, Road Town, Tortola, British Virgin Islands.

Item 2(c).

Citizenship
See Item 4 of each cover page.

Item 2(d).

Title of Class of Securities:
American Depositary Shares (“ADS”), each representing one Ordinary Share, par value $0.000025 per share (each, an “Ordinary Share”). References herein to the number of Ordinary Shares beneficially owned by the Reporting Persons may include ADS beneficially owned by such persons.

Item 2(e).

CUSIP Number:
01609W102

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

Not Applicable.

 

16



 

Item 4.

Ownership.

All information is as of December 31, 2015. Beneficial ownership for the purposes of this Schedule 13G is defined in accordance with Rule 13d-3(a) promulgated under the Securities and Exchange Act of 1934, as amended. The beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares: (1) voting power, which includes the power to vote, or direct the voting of, such security; and/or (2) investment power, which includes the power to dispose of, or direct the disposition of, such security.

 

(a)

Beneficial Ownership:   

The information required by Items 4(a) — (c) is set forth in Rows 5-11 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.

 

Voting Agreement

 

The Issuer, Jack Yun Ma, Joseph Tsai, Yahoo! Inc. and SoftBank Corp. are parties to a Voting Agreement, dated as of September 18, 2014 (the “Voting Agreement”). Pursuant to the Voting Agreement, the parties thereto agreed, among other things, that:

 

·                  SoftBank Corp. be permitted to nominate one director to the Issuer’s board of directors for so long as SoftBank Corp. and certain of its affiliates own 15% or more of the Issuer’s outstanding Ordinary Shares;

 

·                  SoftBank Corp. will (i) vote its Ordinary Shares in favor of the election of persons nominated to be directors by Lakeside Partners, L.P., a Cayman limited partnership (the “Alibaba Partnership”) until SoftBank Corp. and certain of its affiliates own less than 15% of the Issuer’s outstanding Ordinary Shares and (ii) grant the voting power of any portion of its holdings in Ordinary Shares exceeding 30% of the Issuer’s outstanding Ordinary Shares to Jack Yun Ma and Joseph Tsai by proxy;

 

·                  Yahoo! Inc. will (i) vote any Ordinary Shares owned by Yahoo! Inc. or certain of its affiliates in favor of the election of all of the Alibaba Partnership’s director nominees and the SoftBank Corp. director nominee for so long as SoftBank Corp. and certain of its affiliates own 15% or more of the Issuer’s outstanding Ordinary Shares and (ii) grant the voting power over any Ordinary Shares it owns, up to 121,500,000 Ordinary Shares, to Jack Yun Ma and Joseph Tsai by proxy;  and

 

·                  Jack Yun Ma and Joseph Tsai will each vote the Ordinary Shares they own and any other Ordinary Shares over which they hold voting rights in favor of the election of the SoftBank Corp. director nominee for so long as SoftBank Corp. and certain of its affiliates own 15% or more of the Issuer’s outstanding Ordinary Shares.

 

SoftBank Corp.’s and Yahoo! Inc.’s proxy obligations described in clause (ii) in the second bullet and the third bullet above, respectively, shall (1) not apply in respect of any proposal submitted to the Issuer’s shareholders that may result in an issuance of Ordinary Shares or other equity interests of the Issuer, including securities exchangeable or convertible into Ordinary Shares, that would increase the amount of the Issuer’s then-outstanding Ordinary Shares by 3% or more and (2) terminate when Jack Yun Ma owns less than 1% of the Issuer’s issued and outstanding Ordinary Shares on a fully diluted basis or if the Issuer materially breaches the Voting Agreement.

 

Based on the voting arrangements among the parties to the Voting Agreement described above and certain relationships described below, each of Jack Yun Ma, Joseph Tsai, Yahoo! Inc., Aabaco Holdings Hong Kong Limited, SoftBank Corp., SBBM Corporation and SB China Holdings Pte Ltd. may be deemed to be members of a group that may be deemed to beneficially own the following Ordinary Shares:

 

·                  466,826,180 Ordinary Shares held directly by SoftBank Corp.;

 

·                  15,000,000 Ordinary Shares held directly by SBBM Corporation, an affiliate of SoftBank Corp.;

 

·                  315,916,800 Ordinary Shares held directly by SB China Holdings Pte Ltd., an affiliate of SoftBank Corp.;

 

·                  92,626,716 Ordinary Shares held directly by Yahoo! Inc.;

 

·                  290,938,700 Ordinary Shares held directly by Aabaco Holdings Hong Kong Limited (f/k/a Yahoo! Hong Kong Holdings Limited), an affiliate of Yahoo! Inc.;

 

·                  2,033,177 Ordinary Shares held directly by Jack Yun Ma;

 

·                  1,437,964 Ordinary Shares held directly by Joseph Tsai;

 

·                  160,000 Ordinary Shares held directly by Clara Wu Ming-Hua, Joseph Tsai’s spouse;

 

·                  1,200,000 Ordinary Shares held directly by Alternate Solutions Management Limited (see the section below entitled Alternate Solutions Management Limited” for more information about these Ordinary Shares);

 

·                  50,000,000 Ordinary Shares held directly by APN Ltd. (see the section below entitled APN Ltd.” for more information about these Ordinary Shares);

 

17



 

 

 

·                  57,367,988 Ordinary Shares held directly by JC Properties Limited (see the section below entitled JC Properties Limited” for more information about these Ordinary Shares);

 

·                  5,000,000 options to purchase Ordinary Shares held directly by Joe and Clara Tsai Foundation Limited (see the section below entitled Joe and Clara Tsai Foundation Limited” for more information about these options).

 

·                  63,478,648 Ordinary Shares held directly by JSP Investment Limited (see the section below entitled JSP Investment Limited” for more information about these Ordinary Shares);

 

·                  2,868,198 Ordinary Shares held directly by MFG Limited (see the section below entitled MFG Limited and MFG II Ltd” for more information about these Ordinary Shares);

 

·                  819,494 Ordinary Shares held directly by MFG II Ltd (see the section below entitled MFG Limited and MFG II Ltd” for more information about these Ordinary Shares);

 

·                  21,905,952 Ordinary Shares held directly by Parufam Limited (see the section below entitled Parufam Limited” for more information about these Ordinary Shares);

 

·                  21,000,000 Ordinary Shares held directly by PMH Holding Limited (see the section below entitled PMH Holding Limited” for more information about these Ordinary Shares);

 

·                  10,000,000 options to purchase Ordinary Shares held directly by SymAsia Foundation Limited (see the section below entitled SymAsia Foundation Limited” for more information about these options);

 

·                  17,500,000 options to purchase Ordinary Shares held directly by Ying Capital Limited (see the section below entitled Ying Capital Limited and Yun Capital Limited” for more information about these options); and

 

·                  17,500,000 options to purchase Ordinary Shares held directly by Yun Capital Limited (see the section below entitled Ying Capital Limited and Yun Capital Limited” for more information about these options).

 

18



 

 

 

Alternate Solutions Management Limited

 

Parufam Limited, an entity affiliated with Joseph Tsai as described below, beneficially owns certain preferred shares of Alternate Solutions Management Limited which are exchangeable at his election into 1,200,000 Ordinary Shares and may, therefore, be deemed to beneficially own such Ordinary Shares. Alternate Solutions Management Limited has granted Joseph Tsai an irrevocable proxy to vote a number of Ordinary Shares owned by Alternate Solutions Management Limited equal to the number of Ordinary Shares into which he could exchange his preferred shares of Alternate Solutions Management Limited.

 

APN Ltd.

 

APN Ltd. directly holds 50,000,000 Ordinary Shares. Jack Yun Ma is the majority equityholder, Joseph Tsai the minority equityholder and Jack Yun Ma and Joseph Tsai are directors of APN Ltd. Accordingly, Jack Yun Ma and Joseph Tsai may be deemed to share voting and dispositive power over the Ordinary Shares owned by APN Ltd. and therefore, be deemed to beneficially own such Ordinary Shares. APN Ltd. has granted Joseph Tsai a revocable proxy to vote 15,000,000 Ordinary Shares owned by APN Ltd.

 

JC Properties Limited

 

JC Properties Limited directly holds 57,367,988 Ordinary Shares. Cathy Ying Zhang, Jack Yun Ma’s spouse, is the sole director of JC Properties Limited and may, therefore, be deemed to beneficially own such Ordinary Shares.  JC Properties Limited and Cathy Ying Zhang on its behalf have granted Jack Yun Ma a revocable proxy to vote the Ordinary Shares owned by JC Properties Limited.

 

Joe and Clara Tsai Foundation Limited

 

The Joe and Clara Tsai Foundation Limited directly holds 5,000,000 options which may be exercised, in whole or in part, at the holder’s discretion and which represent the right to receive 5,000,000 Ordinary Shares upon exercise. Accordingly, the Joe and Clara Tsai Foundation Limited may be deemed to have voting power with respect to the Ordinary Shares underlying such options.  For each of the eight years beginning September 18, 2015, the Joe and Clara Tsai Foundation Limited may sell up to 625,000 Ordinary Shares acquired from the exercise of such options per year (plus any options or Ordinary Shares not sold in prior years). Accordingly, as of December 31, 2015, the Joe and Clara Tsai Foundation Limited may be deemed to have dispositive power with respect to 625,000 Ordinary Shares. Joseph Tsai has the sole power to direct voting and investment decisions with respect to the options held by the Joe and Clara Tsai Foundation Limited and, accordingly, may be deemed to have beneficial ownership of the Ordinary Shares held by the Joe and Clara Tsai Foundation Limited.

 

JSP Investment Limited

 

JSP Investment Limited directly holds 63,478,648 Ordinary Shares. Cathy Ying Zhang is the sole director of JSP Investment Limited and may, therefore, be deemed to beneficially own such Ordinary Shares. JSP Investment Limited and Cathy Ying Zhang on its behalf have granted Jack Yun Ma a revocable proxy to vote the Ordinary Shares owned by JSP Investment Limited.

 

MFG Limited and MFG II Ltd

 

MFG Limited directly holds 2,868,198 Ordinary Shares and MFG II Ltd is the owner of record of 819,494 Ordinary Shares. Joseph Tsai is the sole director of each of MFG Limited and MFG II Ltd, has voting and dispositive power over such Ordinary Shares, and may, therefore, be deemed to beneficially own the Ordinary Shares owned by MFG Limited and MFG II Ltd. MFG Limited and MFG II Ltd have each also granted Joseph Tsai a revocable proxy to vote the Ordinary Shares owned by MFG Limited and MFG II Ltd, respectively.

 

Parufam Limited

 

Parufam Limited directly holds 21,905,952 Ordinary Shares. Joseph Tsai is a director of Parufam Limited and has been granted a revocable proxy to vote the Ordinary Shares owned by Parufam Limited. Joseph Tsai may, therefore, be deemed to beneficially own the Ordinary Shares owned by Parufam Limited.

 

19



 

 

 

PMH Holding Limited

 

PMH Holding Limited is the holder of record of 21,000,000 Ordinary Shares. Joseph Tsai is the sole director of PMH Holding Limited with voting and dispositive power over the Ordinary Shares owned by PMH Holding Limited and may, therefore, be deemed to beneficially own such Ordinary Shares. PMH Holding Limited has also granted Joseph Tsai a revocable proxy to vote the Ordinary Shares owned by PMH Holding Limited.

 

SymAsia Foundation Limited

 

SymAsia Foundation Limited, a non-profit organization incorporated as a company limited by guarantee in Singapore, is the direct holder of options representing the right to receive 10,000,000 Ordinary Shares upon exercise. Pursuant to the award agreement governing these options, SymAsia Foundation Limited may not exercise these options and its sole power with respect to the options is to transfer such options to the charitable trusts designated by Joseph Tsai.  SymAsia Foundation Limited has no voting or dispositive power with respect to these options or the Ordinary Shares underlying them and does not beneficially own any Ordinary Shares. Joseph Tsai has the right to designate the recipient charitable trust with respect to such options, which trust will have the ability to exercise such options. Accordingly, Joseph Tsai may be deemed to have dispositive power with respect to the 10,000,000 options currently held by SymAsia and voting power with respect to the Ordinary Shares underlying such options upon their exercise.

 

Ying Capital Limited and Yun Capital Limited

 

Each of Ying Capital Limited and Yun Capital Limited is the holder of record of 17,500,000 options which may be exercised, in whole or in part, at the holder’s discretion and which represent the right to receive 17,500,000 Ordinary Shares upon exercise. Accordingly, each of Ying Capital Limited and Yun Capital Limited may be deemed to have voting power with respect to the Ordinary Shares underlying such options. For each of the eight years beginning September 18, 2015, each of Ying Capital Limited and Yun Capital Limited may sell up to 2,187,500 Ordinary Shares (or one-eighth of the total number of Ordinary Shares subject to the options) acquired from the exercise of such options per year (plus any options or Ordinary Shares unsold from previous tranches). Accordingly, as of December 31, 2015, each of Ying Capital Limited and Yun Capital Limited may be deemed to have dispositive power with respect to 2,187,500 Ordinary Shares.

 

Each of Ying Capital Limited and Yun Capital Limited has agreed to grant Jack Yun Ma a revocable proxy to vote the Ordinary Shares owned by such entity and, accordingly, Jack Yun Ma may be deemed to have voting power over the aggregate 35,000,000 Ordinary Shares underlying the options held by Ying Capital Limited and Yun Capital Limited. Lion International Management Limited, a professional management company, is sole director of each of Ying Capital Limited and Yun Capital Limited. The Jack Ma Philanthropic Foundation is the sole shareholder of each of Ying Capital Limited and Yun Capital Limited. Lion International Management Limited is required to take investment direction with respect to the shares held by Ying Capital Limited and Yun Capital Limited from the Investment Committee of the Jack Ma Philanthropic Foundation. The Jack Ma Philanthropic Foundation and Cathy Ying Zhang, as the sole member of the Jack Ma Philanthropic Foundation Investment Committee, therefore, may each be deemed to beneficially own the aggregate 4,375,000 Ordinary Shares over which each of Ying Capital Limited and Yun Capital Limited has dispositive power.

 

(b)

Percent of class:   

See Item 11 of each cover page, which is based upon Item 9 of each cover page.  See also Item 4(a) above.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

See Item 5 of each cover page.  See also Item 4(a) above.

 

 

(ii)

Shared power to vote or to direct the vote    

See Item 6 of each cover page.  See also Item 4(a) above.

 

 

(iii)

Sole power to dispose or to direct the disposition of   

See Item 7 of each cover page.  See also Item 4(a) above.

 

 

(iv)

Shared power to dispose or to direct the disposition of   

See Item 8 of each cover page.  See also Item 4(a) above.

 

Item 5.

Ownership of Five Percent or Less of a Class

Not applicable.

 

20



 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Certain family trusts have the power to direct the receipt of dividends from, or the proceeds from the sale of, Ordinary Shares held by JC Properties Limited, JSP Investment Limited and Parufam Limited. The Donation Committee of the Jack Ma Philanthropic Foundation, which is made up of Jack Yun Ma and Cathy Ying Zhang, has the power to direct the receipt of dividends from, or the proceeds from the sale of, Ordinary Shares held by Ying Capital Limited and Yun Capital Limited. The Joe and Clara Tsai Foundation has the power to direct the receipt of dividends from, or the proceeds from the sale of, Ordinary Share held by the Joe and Clare Tsai Foundation Limited.

 

Except as set forth above and in Item 4 hereof, to the best knowledge of the Reporting Persons, no one other than the Reporting Persons or the equityholders of the Reporting Persons, where applicable, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of outstanding Ordinary Shares.

 

21



 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group.

The parties to the Voting Agreement may be deemed to be a “group” pursuant to Rule 13d-5 of the Exchange Act. If the parties to the Voting Agreement are deemed to be a group, the members of such group would be the Reporting Persons, SoftBank Corp., Yahoo! Inc., Aabaco Holdings Hong Kong Limited, SBBM Corporation and SB China Holdings Pte Ltd.

 

The Reporting Persons have agreed to jointly file this Amendment No. 1 to Schedule 13G in accordance with Rule 13d-1(k) of the Exchange Act, the agreement with respect to which is attached hereto as Exhibit 99.1.  Each Reporting Person expressly disclaims beneficial ownership with respect to any Ordinary Shares of the Issuer other than the Ordinary Shares owned of record by such Reporting Person.

 

Item 9.

Notice of Dissolution of Group.

Not Applicable.

 

Item 10.

Certification.

Not applicable.

 

22


 


 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 16, 2016

 

 

JACK YUN MA

 

 

 

By:

/s/ TIMOTHY A. STEINERT

 

 

Name:

Timothy A. Steinert

 

 

Title:

Attorney-in-Fact

 

 

 

JOSEPH C. TSAI

 

 

 

By:

/s/ TIMOTHY A. STEINERT

 

 

Name:

Timothy A. Steinert

 

 

Title:

Attorney-in-Fact

 

 

 

CLARA WU MING-HUA

 

 

 

By:

/s/ TIMOTHY A. STEINERT

 

 

Name:

Timothy A. Steinert

 

 

Title:

Attorney-in-Fact

 

 

 

APN LTD.

 

 

 

By:

Jack Yun Ma, its director

 

 

 

 

By:

/s/ TIMOTHY A. STEINERT

 

 

Name:

Timothy A. Steinert

 

 

Title:

Attorney-in-Fact

 

 

 

JACK MA PHILANTHROPIC FOUNDATION

 

 

 

By:

HSBC Trustee (Guernsey), its trustee

 

 

 

 

By:

/s/ TIMOTHY A. STEINERT

 

 

Name:

Timothy A. Steinert

 

 

Title:

Attorney-in-Fact

 

 

 

JC PROPERTIES LIMITED

 

 

 

By:

Cathy Ying Zhang, its director

 

 

 

 

By:

/s/ TIMOTHY A. STEINERT

 

 

Name:

Timothy A. Steinert

 

 

Title:

Attorney-in-Fact

 

 

 

JOE AND CLAIR TSAI FOUNDATION LIMITED

 

 

 

By:

Primary Management Limited, its director

 

 

 

 

By:

/s/ TIMOTHY A. STEINERT

 

 

Name:

Timothy A. Steinert

 

 

Title:

Attorney-in-Fact

 

 

 

JSP INVESTMENT LIMITED

 

 

 

By:

Cathy Ying Zhang, its director

 

 

 

 

By:

/s/ TIMOTHY A. STEINERT

 

 

Name:

Timothy A. Steinert

 

 

Title:

Attorney-in-Fact

 

 

 

MFG LIMITED

 

 

 

By:

Joseph C. Tsai, its director

 

 

 

 

By:

/s/ TIMOTHY A. STEINERT

 

 

Name:

Timothy A. Steinert

 

 

Title:

Attorney-in-Fact

 

[Signature Page to Schedule 13G]

 

23



 

 

MFG II LTD

 

 

 

By:

Joseph C. Tsai, its director

 

 

 

 

By:

/s/ TIMOTHY A. STEINERT

 

 

Name:

Timothy A. Steinert

 

 

Title:

Attorney-in-Fact

 

 

 

PARUFAM LIMITED

 

 

 

By:

Joseph C. Tsai, its director

 

 

 

 

By:

/s/ TIMOTHY A. STEINERT

 

 

Name:

Timothy A. Steinert

 

 

Title:

Attorney-in-Fact

 

 

 

PMH HOLDING LIMITED

 

 

 

By:

Joseph C. Tsai, its director

 

 

 

 

By:

/s/ TIMOTHY A. STEINERT

 

 

Name:

Timothy A. Steinert

 

 

Title:

Attorney-in-Fact

 

 

 

YING CAPITAL LIMITED

 

 

 

By:

Lion International Management Limited, its director

 

 

 

 

By:

/s/ TIMOTHY A. STEINERT

 

 

Name:

Timothy A. Steinert

 

 

Title:

Attorney-in-Fact

 

 

 

YUN CAPITAL LIMITED

 

 

 

By:

Lion International Management Limited, its director

 

 

 

 

By:

/s/ TIMOTHY A. STEINERT

 

 

Name:

Timothy A. Steinert

 

 

Title:

Attorney-in-Fact

 

[Signature Page to Schedule 13G]

 

24


EX-99.1 2 a16-4503_1ex99d1.htm EX-99.1

EXHIBIT 99.1

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that they are filing a statement on Schedule 13G jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G and any amendments thereto with respect to the ordinary shares or American Depositary Shares representing ordinary shares beneficially owned by each of them, of Alibaba Group Holding Limited, a Cayman Islands company. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G and amendments thereto.

 

Dated: February 16, 2016

 

(remainder of page intentionally left blank)

 



 

 

JACK YUN MA

 

 

 

 

 

By:

/s/ TIMOTHY A. STEINERT

 

 

Name:

Timothy A. Steinert

 

 

Title:

Attorney-in-Fact

 

 

 

 

 

 

 

 

 

JOSEPH C. TSAI

 

 

 

 

 

By:

/s/ TIMOTHY A. STEINERT

 

 

Name:

Timothy A. Steinert

 

 

Title:

Attorney-in-Fact

 

 

 

 

 

 

 

 

 

CLARA WU MING-HUA

 

 

 

 

 

By:

/s/ TIMOTHY A. STEINERT

 

 

Name:

Timothy A. Steinert

 

 

Title:

Attorney-in-Fact

 

 

 

 

 

 

 

 

 

APN LTD.

 

 

 

 

 

By: Jack Yun Ma, its director

 

 

 

 

 

By:

/s/ TIMOTHY A. STEINERT

 

 

Name:

Timothy A. Steinert

 

 

Title:

Attorney-in-Fact

 

 

 

 

 

 

 

 

 

JACK MA PHILANTHROPIC FOUNDATION

 

 

 

 

 

By: HSBC Trustee (Guernsey), its trustee

 

 

 

 

 

By:

/s/ TIMOTHY A. STEINERT

 

 

Name:

Timothy A. Steinert

 

 

Title:

Attorney-in-Fact

 

 

 

 

 

 

 

 

 

JC PROPERTIES LIMITED

 

 

 

 

 

By: Cathy Ying Zhang, its director

 

 

 

 

 

By:

/s/ TIMOTHY A. STEINERT

 

 

Name:

Timothy A. Steinert

 

 

Title:

Attorney-in-Fact

 

[Signature Page to Joint Filing Agreement]

 



 

 

JOE AND CLAIR TSAI FOUNDATION LIMITED

 

 

 

 

 

By: Primary Management Limited, its director

 

 

 

 

 

By:

/s/ TIMOTHY A. STEINERT

 

 

Name:

Timothy A. Steinert

 

 

Title:

Attorney-in-Fact

 

 

 

 

 

 

 

 

 

JSP INVESTMENT LIMITED

 

 

 

 

 

By: Cathy Ying Zhang, its director

 

 

 

 

 

By:

/s/ TIMOTHY A. STEINERT

 

 

Name:

Timothy A. Steinert

 

 

Title:

Attorney-in-Fact

 

 

 

 

 

 

 

 

 

MFG LIMITED

 

 

 

 

 

By: Joseph C. Tsai, its director

 

 

 

 

 

By:

/s/ TIMOTHY A. STEINERT

 

 

Name:

Timothy A. Steinert

 

 

Title:

Attorney-in-Fact

 

 

 

 

 

 

 

 

 

MFG II LTD

 

 

 

 

 

By: Joseph C. Tsai, its director

 

 

 

 

 

By:

/s/ TIMOTHY A. STEINERT

 

 

Name:

Timothy A. Steinert

 

 

Title:

Attorney-in-Fact

 

 

 

 

 

 

 

 

 

PARUFAM LIMITED

 

 

 

 

 

By: Joseph C. Tsai, its director

 

 

 

 

 

By:

/s/ TIMOTHY A. STEINERT

 

 

Name:

Timothy A. Steinert

 

 

Title:

Attorney-in-Fact

 

 

 

 

 

 

 

 

 

PMH HOLDING LIMITED

 

 

 

 

 

By: Joseph C. Tsai, its director

 

 

 

 

 

By:

/s/ TIMOTHY A. STEINERT

 

 

Name:

Timothy A. Steinert

 

 

Title:

Attorney-in-Fact

 



 

 

YING CAPITAL LIMITED

 

 

 

 

 

By: Lion International Management Limited, its director

 

 

 

 

 

By:

/s/ TIMOTHY A. STEINERT

 

 

Name:

Timothy A. Steinert

 

 

Title:

Attorney-in-Fact

 

 

 

 

 

 

 

 

 

YUN CAPITAL LIMITED

 

 

 

 

 

By: Lion International Management Limited, its director

 

 

 

 

 

By:

/s/ TIMOTHY A. STEINERT

 

 

Name:

Timothy A. Steinert

 

 

Title:

Attorney-in-Fact

 

[Signature Page to Joint Filing Agreement]

 


EX-99.2 3 a16-4503_1ex99d2.htm EX-99.2

EXHIBIT 99.2

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Timothy A. Steinert as the undersigned’s true and lawful attorney-in-fact solely with respect to the securities of Alibaba Group Holding Limited beneficially owned (directly or indirectly) by the undersigned, to:

 

(1) execute for and on behalf of the undersigned, any and all Form ID and any and all Schedule 13D or Schedule 13G documents required to be filed by the undersigned in accordance with Sections 13(d), 13(f) and 13(g) of the Securities and Exchange Act of 1934, as amended (the “Act”) and any amendments thereto;

 

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete any such Form ID and obtain the codes, numbers and passphrases necessary to make electronic filings with the SEC and to complete, execute and file any Schedule 13D or Schedule 13G documents or any amendments thereto, and timely file such reports or schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority, including

 

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

In addition, the undersigned hereby constitutes and appoints Kelli Schultz as the undersigned’s true and lawful attorney-in-fact solely to execute for and on behalf of the undersigned, any and all Form ID and any amendments thereto and to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete any such Form ID and obtain the codes, numbers and passphrases necessary to make electronic filings with the SEC which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned solely in connection with the foregoing, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers granted to such attorney-in-fact herein, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming any of the undersigned’s responsibilities to comply with Section 13 of the Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Schedule 13G, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

(remainder of page intentionally left blank)

 



 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17th day of February, 2015.

 

 

JACK YUN MA

 

 

 

By:

/s/ JACK YUN MA

 

 

 

 

JOSEPH C. TSAI

 

 

 

 

By:

/s/ JOSEPH C. TSAI

 

 

 

 

CLARA WU MING-HUA

 

 

 

 

By:

/s/ CLARA WU MING-HUA

 

 

 

 

APN LTD.

 

 

 

 

By:

/s/ JACK YUN MA

 

 

Name: Jack Yun Ma

 

 

Title: Director

 

 

 

 

 

 

 

JC PROPERTIES LIMITED

 

 

 

 

By:

/s/ CATHY YING ZHANG

 

 

Name:

Cathy Ying Zhang

 

 

Title:

Director

 

 

 

 

 

 

 

JSP INVESTMENT LIMITED

 

 

 

 

By:

/s/ CATHY YING ZHANG

 

 

Name:

Cathy Ying Zhang

 

 

Title:

Director

 

 

 

 

 

 

 

MFG LIMITED

 

 

 

 

By:

/s/ JOSEPH C. TSAI

 

 

Name:

Joseph C. Tsai

 

 

Title:

Director

 

 

 

 

PARUFAM LIMITED

 

 

 

 

By:

/s/ JOSEPH C. TSAI

 

 

Name:

Joseph C. Tsai

 

 

Title:

Director

 

 

 

 

 

 

 

PMH HOLDING LIMITED

 

 

 

 

By:

/s/ JOSEPH C. TSAI

 

 

Name:

Joseph C. Tsai

 

 

Title:

Director

In the presence of:

 

 

 

 

 

/s/ YUEN W. TANG

 

 

Witness Name: Yuen W. Tang

 

 

 

 

 

In the presence of:

 

 

 

 

 

/s/ XIRONG XIE

 

 

Witness Name: Xirong Xie

 

 

 


EX-99.3 4 a16-4503_1ex99d3.htm EX-99.3

EXHIBIT 99.3

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Timothy A. Steinert as the undersigned’s true and lawful attorney-in-fact solely with respect to the securities of Alibaba Group Holding Limited beneficially owned (directly or indirectly) by the undersigned, to:

 

(1) execute for and on behalf of the undersigned, any and all Form ID and any and all Schedule 13D or Schedule 13G documents required to be filed by the undersigned in accordance with Sections 13(d), 13(f) and 13(g) of the Securities and Exchange Act of 1934, as amended (the “Act”) and any amendments thereto;

 

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete any such Form ID and obtain the codes, numbers and passphrases necessary to make electronic filings with the SEC and to complete, execute and file any Schedule 13D or Schedule 13G documents or any amendments thereto, and timely file such reports or schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority, including

 

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

In addition, the undersigned hereby constitutes and appoints Kelli Schultz as the undersigned’s true and lawful attorney-in-fact solely to execute for and on behalf of the undersigned, any and all Form ID and any amendments thereto and to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete any such Form ID and obtain the codes, numbers and passphrases necessary to make electronic filings with the SEC which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned solely in connection with the foregoing, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers granted to such attorney-in-fact herein, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming any of the undersigned’s responsibilities to comply with Section 13 of the Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Schedule 13G, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

(remainder of page intentionally left blank)

 



 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of February, 2016.

 

 

JACK MA PHILANTHROPIC FOUNDATION

 

 

 

 

By: HSBC Guernsey Trustee, its trustee

 

 

 

 

By:

/s/ NATALIE ETESSE

 

 

Name:

Natalie Etesse

 

 

Title:

Authorized Signatory

 

 

 

By:

/s/ CRAIG ROBERT

 

 

Name:

Craig Robert

 

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

JOE AND CLARA TSAI FOUNDATION LIMITED

 

 

 

 

By:

Primary Management Limited, its director

 

 

 

 

By:

/s/ GEOFFREY LE POIDEVIN

 

 

Name:

Geoffrey Le Poidevin

 

 

Title:

Authorized Signatory

 

 

 

By:

/s/ ROSS MARTEL

 

 

Name:

Ross Martel

 

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

MFG II LTD

 

 

 

 

By:

/s/ JOSEPH C. TSAI

 

 

Name:

Joseph C. Tsai

 

 

Title:

Director

 

 

 

 

 

YING CAPITAL LIMITED

 

 

 

By:

Lion International Management Limited, its director

 

 

 

By:

/s/ LIM HUI TING

 

 

Name:

Lim Hui Ting

 

 

Title:

Authorized Signatory

 

 

 

By:

/s/ JEAN LIN

 

 

Name:

Jean Lin

 

 

Title:

Authorized Signatory

 

 

 

 

 

YUN CAPITAL LIMITED

 

 

 

 

By:

Lion International Management Limited, its director

 

 

 

By:

/s/ LIM HUI TING

 

 

Name:

Lim Hui Ting

 

 

Title:

Authorized Signatory

 

 

 

By:

/s/ JEAN LIN

 

 

Name:

Jean Lin

 

 

Title:

Authorized Signatory