UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
| Perfect Corp. |
| (Name of Issuer) |
| Class A ordinary shares, par value $0.10 per share |
| (Title of Class of Securities) |
| G7006A109 |
| (CUSIP Number) |
| December 31, 2022 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this schedule is filed:
¨ Rule 13d-1(b)
¨ 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.
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. G7006A109
| 1. | NAME
OF REPORTING PERSON: Alibaba Group Holding Limited |
| (a) ¨ | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (b) ¨ | |
| 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 0 |
| 6. | SHARED
VOTING POWER 10,887,904 class A ordinary shares* | |
| 7. | SOLE
DISPOSITIVE POWER 0 | |
| 8. | SHARED
DISPOSITIVE POWER 10,887,904 class A ordinary shares* |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,887,904 class A ordinary shares* |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.7%** |
| 12. | TYPE
OF REPORTING PERSON CO |
*Represents class A ordinary shares held as of December 31, 2022 by Taobao China Holding Limited, a wholly-owned subsidiary of Taobao Holding Limited, which is a wholly-owned subsidiary of Alibaba Group Holding Limited.
**The percentage used in this Schedule 13G is calculated based on 101,475,077 class A ordinary shares of Perfect Corp. (the “Issuer”) issued and outstanding as reported on the Issuer’s Amendment No. 1 to Registration Statement on Form F-1 filed with the Securities and Exchange Commission (“SEC”) on December 12, 2022.
| Page 2 of 8 |
CUSIP No. G7006A109
| 1. | NAME
OF REPORTING PERSON: Taobao Holding Limited |
| (a) ¨ | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (b) ¨ | |
| 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 0 |
| 6. | SHARED
VOTING POWER 10,887,904 class A ordinary shares* | |
| 7. | SOLE
DISPOSITIVE POWER 0 | |
| 8. | SHARED
DISPOSITIVE POWER 10,887,904 class A ordinary shares* |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,887,904 class A ordinary shares* |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.7%** |
| 12. | TYPE
OF REPORTING PERSON CO |
*Represents class A ordinary shares held as of December 31, 2022 by Taobao China Holding Limited, a wholly-owned subsidiary of Taobao Holding Limited.
**The percentage used in this Schedule 13G is calculated based on 101,475,077 class A ordinary shares of the Issuer issued and outstanding as reported on the Issuer’s Amendment No. 1 to Registration Statement on Form F-1 filed with the SEC on December 12, 2022.
| Page 3 of 8 |
CUSIP No. G7006A109
| 1. | NAME
OF REPORTING PERSON: Taobao China Holding Limited |
| (a) ¨ | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (b) ¨ | |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Hong Kong |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE
VOTING POWER 0 |
| 6. | SHARED
VOTING POWER 10,887,904 class A ordinary shares* | |
| 7. | SOLE
DISPOSITIVE POWER 0 | |
| 8. | SHARED
DISPOSITIVE POWER 10,887,904 class A ordinary shares* |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,887,904 class A ordinary shares* |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.7%** |
| 12. | TYPE
OF REPORTING PERSON CO |
*Represents class A ordinary shares held as of December 31, 2022 by Taobao China Holding Limited.
** The percentage used in this Schedule 13G is calculated based on 101,475,077 class A ordinary shares of the Issuer issued and outstanding as reported on the Issuer’s Amendment No. 1 to Registration Statement on Form F-1 filed with the SEC on December 12, 2022.
| Page 4 of 8 |
CUSIP No. G7006A109
SCHEDULE 13G
| Item 1(a) | Name of Issuer: |
| Perfect Corp. |
| 1(b) | Address of Issuer's Principal Executive Offices: |
| 14F, No. 98 Minquan Road, Xindian District, New Taipei City 231, Taiwan |
| Item 2(a) | Name of Person Filing: |
Alibaba Group Holding Limited
Taobao Holding Limited
Taobao China Holding Limited
The shares reported herein are directly held by Taobao China Holding Limited.
Taobao China Holding Limited is a wholly-owned subsidiary of Taobao Holding Limited, which is a wholly-owned subsidiary of Alibaba Group Holding Limited. Accordingly, Taobao Holding Limited and Alibaba Group Holding Limited may be deemed to indirectly beneficially own the securities of the Issuer held by Taobao China Holding Limited.
| 2(b) | Address of Principal Business Office or, if none, Residence: |
For each of the Reporting Persons: c/o Alibaba Group Services Limited, 26/F Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong.
| 2(c) | Citizenship: |
Alibaba Group Holding Limited: Cayman Islands
Taobao Holding Limited: Cayman Islands
Taobao China Holding Limited: Hong Kong
| 2(d) | Title of Class of Securities: Class A ordinary shares, par value $0.10 per share |
| Page 5 of 8 |
CUSIP No. G7006A109
| 2(e) | CUSIP Number: G7006A109 |
| Item 3 | For statements filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c): |
Not applicable.
| Item 4 | Ownership: |
| 4(a) | The information required by Item 4(a) is set forth in Row (9) of the cover page for each Reporting Person and is incorporated herein by reference. |
| 4(b) | Percent of class determined is based on 101,475,077 class A ordinary shares of the Issuer issued and outstanding as reported on the Issuer’s Amendment No. 1 to Registration statement on Form F-1 filed with the SEC on December 12, 2022. |
The information required by Item 4(b) is set forth in Row (11) on the cover page for each Reporting Person and is incorporated herein by reference.
As of December 31, 2022, Taobao China Holding Limited directly owned 10,887,904 class A ordinary shares of the Issuer. Taobao China Holding Limited is a wholly-owned subsidiary of Taobao Holding Limited, which is a wholly-owned subsidiary of Alibaba Group Holding Limited. Accordingly, Alibaba Group Holding Limited may be deemed to beneficially own 10,887,904 class A ordinary shares of the Issuer, representing 10.7% of the Issuer’s class A ordinary shares.
| 4(c) | The information required by Item 4(c) is set forth in Rows (5)-(8) of the cover page for each Reporting Person and is incorporated herein by reference. |
| Item 5 | Ownership of Five Percent or Less of a Class: Not Applicable. |
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person: |
Not Applicable.
| 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: Not Applicable. |
| Item 9 | Notice of Dissolution of Group: Not Applicable. |
| Item 10 | Certification: Not Applicable. |
| Page 6 of 8 |
CUSIP No. G7006A109
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 7, 2023
| ALIBABA GROUP HOLDING LIMITED | |||
| By: | /s/ Kevin Jinwei ZHANG | ||
| Name: | Kevin Jinwei ZHANG | ||
| Title: | Company Secretary | ||
| TAOBAO HOLDING LIMITED | |||
| By: | /s/ Kevin Jinwei ZHANG | ||
| Name: | Kevin Jinwei ZHANG | ||
| Title: | Director | ||
| TAOBAO CHINA HOLDING LIMITED | |||
| By: | /s/ Kevin Jinwei ZHANG | ||
| Name: | Kevin Jinwei ZHANG | ||
| Title: | Director | ||
| Page 7 of 8 |
EXHIBIT INDEX
| Exhibit No. | Description |
| 1 | Joint Filing Agreement |
| Page 8 of 8 |
| CUSIP No. G7006A109 | EXHIBIT 1 |
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is annexed as Exhibit 1, and any amendments thereto, is and will be filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
Date: February 7, 2023
| ALIBABA GROUP HOLDING LIMITED | |||
| By: | /s/ Kevin Jinwei ZHANG | ||
| Name: | Kevin Jinwei ZHANG | ||
| Title: | Company Secretary | ||
| TAOBAO HOLDING LIMITED | |||
| By: | /s/ Kevin Jinwei ZHANG | ||
| Name: | Kevin Jinwei ZHANG | ||
| Title: | Director | ||
| TAOBAO CHINA HOLDING LIMITED | |||
| By: | /s/ Kevin Jinwei ZHANG | ||
| Name: | Kevin Jinwei ZHANG | ||
| Title: | Director | ||