Alibaba Group Holding Ltd 20-F/A, filed Feb 23, 2024
Alibaba Group Holding Ltd (BABA)
About this 20-F/A
Alibaba Group Holding Ltd filed this 20-F/A on February 23, 2024, covering the fiscal year ended March 31, 2023.
REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
9988 (HKD Counter) 89988 (RMB Counter) |
The Stock Exchange of Hong Kong Limited | |||
| ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | ||||||
| Emerging growth company | ||||||||||
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
| International Financial Reporting Standards as issued | Other ☐ | |||||||
| by the International Accounting Standards Board ☐ |
| Auditor Name: |
Auditor Location: |
PCAOB ID: |
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
(a) Please see the Certification by the Chief Executive Officer Pursuant to Item 16I(a) of Form 20-F, which has been furnished as Exhibit 15.4 to this annual report.
(b) On December 16, 2021, the PCAOB issued a report notifying the SEC of its determination that it is unable to inspect or investigate completely registered public accounting firms headquartered in Chinese mainland or Hong Kong, including our independent registered public accounting firm, PricewaterhouseCoopers.
On August 22, 2022, the SEC added Alibaba Group Holding Limited to its conclusive list of issuers identified under the HFCA Act, following the filing of our annual report on Form 20-F for the fiscal year ended March 31, 2022.
On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in Chinese mainland and Hong Kong in 2022. The PCAOB vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in Chinese mainland and Hong Kong. For this reason, we do not expect to be identified as a Commission-Identified Issuer following the filing of this annual report.
As of the date of this annual report and to our best knowledge:
| (i) | No governmental entity in the Cayman Islands and each foreign jurisdiction in which we have consolidated entities (collectively, the “relevant governmental entities”) own any shares of Alibaba Group Holding Limited. |
Our ADSs are listed and traded on the NYSE and our Shares are listed and traded on the Hong Kong Stock Exchange. Governmental entities or affiliated entities could acquire equity interests in our company on the open market, but based on public disclosure, no governmental entity has indicated that it has any significant shareholding in our company.
| (ii) | Certain consolidated entities under our digital media and entertainment business have state-owned minority strategic investors, namely: |
Zhejiang Yitong Digital TV Investment Co., Ltd. (“Zhejiang Yitong”), a subsidiary of a PRC state-owned enterprise, which owns 1% of the registered capital of Youku Film & Television Co., Ltd. (“Youku Film & Television”), a consolidated entity under our Youku business; and
Wangtou Suicheng (Beijing) Technology Co., Ltd., also a subsidiary of a PRC state-owned enterprise, which owns 1% of the registered capital of Guangzhou Lujiao Information Technology Co., Ltd., a consolidated entity under our UCWeb business.
In addition to the above, the following entities have direct or indirect governmental ownership, which is mostly ownership by state-owned enterprises:
| 1) | Six consolidated entities in our direct sales business that are incorporated in the PRC have PRC governmental ownership, among which five entities each has ownership by state-owned enterprises of not more than 10% and the other entity has a state-owned enterprise shareholder with less than 30% ownership. These six entities in aggregate contributed to not more than 6% of our total revenue for the fiscal year ended March 31, 2023. |
| 2) | Three consolidated entities in our sports-related business that are incorporated in the PRC have PRC governmental ownership, among which one entity has ownership by state-owned enterprises of less than 2% and the other two entities each has ownership by state-owned enterprises of not more than 25% each. These three entities in aggregate contributed to 0.05% of our total revenue for the fiscal year ended March 31, 2023. |
| 3) | Two consolidated entities in our logistics business that are incorporated in the PRC each has PRC governmental ownership of 73.5%, which entities are under a logistics real estate equity investment fund for which we serve as a joint general partner with a state-owned enterprise general partner. These two entities did not engage in business operations or contribute to our total revenue for the fiscal year ended March 31, 2023. |
One consolidated holding company incorporated in the Cayman Islands in our logistics business has Singapore sovereign wealth fund ownership of no more than 2% and Malaysian sovereign wealth fund ownership of no more than 0.5%, which holding company did not contribute to our total revenue for the fiscal year ended March 31, 2023.
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| 4) | One consolidated holding company incorporated in the Cayman Islands in our local consumer services business has PRC governmental entity ownership of no more than 3.5%, and another consolidated holding company incorporated in the Cayman Islands in our local consumer services business has Singapore sovereign wealth fund ownership of no more than 0.5% and Malaysian governmental ownership of no more than 0.5%. Neither one of the holding companies contributed to our total revenue for the fiscal year ended March 31, 2023. |
| 5) | One consolidated holding company incorporated in Türkiye in our international commerce retail business has United Arab Emirates sovereign wealth fund ownership of no more than 2% and Qatar sovereign wealth fund ownership of no more than 1%, which holding company contributed to 1.35% of our total revenue for the fiscal year ended March 31, 2023. |
| 6) | One consolidated entity in our digital media and entertainment business that is incorporated in the PRC has PRC state-owned enterprise ownership of less than 1%. This entity contributed to 0.001% of our total revenue for the fiscal year ended March 31, 2023. |
| 7) | One consolidated entity in our innovation initiatives and others business that is incorporated in the PRC is a joint venture between us and a PRC state-owned enterprise, which owns 32%. This entity contributed to 0.1% of our total revenue for the fiscal year ended March 31, 2023. |
| 8) | One consolidated entity in our health-related business that is incorporated in the PRC has PRC state-owned enterprise ownership of 20%. This entity did not engage in business operations or contribute to our total revenue for the fiscal year ended March 31, 2023. |
The shares of certain of our subsidiaries are listed and traded on the Hong Kong Stock Exchange. Governmental entities or affiliated entities could acquire equity interests in these subsidiaries on the open market, but based on public disclosure, no governmental entity has indicated that it has any significant shareholding in these subsidiaries.
Except as disclosed above, we are not aware of any ownership by any relevant governmental entities in any shares of Alibaba Group Holding Limited or in any of our consolidated entities.
| (iii) | No Cayman Islands governmental entities or PRC governmental entities have a controlling financial interest in Alibaba Group Holding Limited or any of our consolidated entities, and no governmental entities in any of the jurisdictions in which our consolidated entities are organized or incorporated have a controlling financial interest with respect to those entities; and |
| (iv) | None of the members of the board of directors of Alibaba Group Holding Limited, our operating entities or any variable interest entity or similarly structured entity that is consolidated in our financial statements is an official of the Chinese Communist Party, except for the following: |
Yang Yang, an external director of Youku Film & Television, who is also an executive of state-owned enterprise Zhejiang Yitong, which owns 1% of Youku Film & Television; and
Bing Wu, an external director of Banma Network Technology Co., Ltd. (“Banma”), which is a joint venture between us and SAIC Motors, a state-owned enterprise, engaged in the development of smart car operating systems. Mr. Wu is an executive of SAIC Motors and other state-owned enterprises.
The currently effective memorandum and articles of association of each of Alibaba Group Holding Limited, our subsidiaries and consolidated entities do not contain any charter of the Chinese Communist Party.
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ITEM 19. EXHIBITS
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| (1) | Previously filed on Form 6-K, dated September 30, 2020 and incorporated herein by reference. |
| (2) | Previously filed on Form 6-K, dated November 20, 2019 and incorporated herein by reference. |
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| (3) | Previously filed with the Registration Statement on Form F-6 (File No. 333-231579), dated May 17, 2019 and incorporated herein by reference. |
| (4) | Previously filed with the Registration Statement on Form F-1 (File No. 333-195736), initially filed on May 6, 2014 and incorporated herein by reference. |
| (5) | Previously filed with our Annual Report on Form 20-F for the Fiscal Year Ended on March 31, 2022 (File No. 001-36614), filed on July 26, 2022 and incorporated herein by reference. |
| (6) | Previously filed with our Annual Report on Form 20-F for the Fiscal Year Ended on March 31, 2015 (File No. 001-36614), filed on June 25, 2015 and incorporated herein by reference. |
| (7) | Previously filed with our Annual Report on Form 20-F for the Fiscal Year Ended on March 31, 2018 (File No. 001-36614), filed on July 27, 2018 and incorporated herein by reference. |
| (8) | Previously filed with our Annual Report on Form 20-F for the Fiscal Year Ended on March 31, 2021 (File No. 001-36614), filed on July 27, 2021 and incorporated herein by reference. |
| (9) | Previously filed on Form 6-K, dated February 2, 2018 and incorporated herein by reference. |
| (10) | Previously filed with the Registration Statement on Form F-3 (File No. 333-234662), dated November 13, 2019 and incorporated herein by reference. |
| (11) | Previously filed on Form 6-K, dated August 25, 2020 and incorporated herein by reference. |
| (12) | Furnished with this Amendment. |
| † | Portions of this exhibit have been omitted in accordance with Form 20-F’s Instructions as to Exhibits. |
| * | Previously filed or furnished, as applicable, with the Initial Filing. |
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| Alibaba Group Holding Limited | ||||
| By: | /s/ Toby Hong Xu | |||
| Name: | Toby Hong Xu | |||
| Title: | Chief Financial Officer | |||
Date: February 23, 2024
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Exhibit 12.1
Certification by the Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Eddie Yongming Wu, Chief Executive Officer of Alibaba Group Holding Limited (the “Company”), certify that:
| 1. | I have reviewed this annual report on Form 20-F, as amended by Amendment No. 1 thereto, of the Company; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
| 4. | The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the Company and have: |
| a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
| 5. | The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions): |
| a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
| b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
Dated: February 23, 2024
| By: | /s/ Eddie Yongming Wu | |
| Name: Eddie Yongming Wu | ||
| Title: Chief Executive Officer |
Exhibit 12.2
Certification by the Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Toby Hong Xu, Chief Financial Officer of Alibaba Group Holding Limited (the “Company”), certify that:
| 1. | I have reviewed this annual report on Form 20-F, as amended by Amendment No. 1 thereto, of the Company; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
| 4. | The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the Company and have: |
| a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
| 5. | The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions): |
| a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
| b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
Dated: February 23, 2024
| By: | /s/ Toby Hong Xu | |
| Name: Toby Hong Xu | ||
| Title: Chief Financial Officer |
Exhibit 13.1
Certification by the Principal Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Eddie Yongming Wu, Chief Executive Officer of Alibaba Group Holding Limited (the “Company”), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
| a. | the Company’s annual report on Form 20-F for the fiscal year ended March 31, 2023, as amended by Amendment No. 1 thereto (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| b. | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein. |
Dated: February 23, 2024
| By: | /s/ Eddie Yongming Wu | |
| Name: Eddie Yongming Wu | ||
| Title: Chief Executive Officer |
Exhibit 13.2
Certification by the Principal Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Toby Hong Xu, Chief Financial Officer of Alibaba Group Holding Limited (the “Company”), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
| a. | the Company’s annual report on Form 20-F for the fiscal year ended March 31, 2023, as amended by Amendment No. 1 thereto (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| b. | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein. |
Dated: February 23, 2024
| By: | /s/ Toby Hong Xu | |
| Name: Toby Hong Xu | ||
| Title: Chief Financial Officer |