Alibaba Group Holding Ltd F-4, filed Jul 21, 2025

Alibaba Group Holding Ltd (BABA)

F-4 2025-07-21

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Added on October 18, 2026

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	Conventions that Apply to this Prospectus					ii
	Cautionary Statement Regarding Forward-Looking Statements					iv
	Prospectus Summary					1
	Risk Factors					10
	Use of Proceeds					19
	Capitalization					20
	The Exchange Offer					21
	Description of the Notes					31
	Taxation					53
	Certain Benefit Plan Investor Considerations					57
	Enforceability of Civil Liabilities					59
	Plan of Distribution					61
	Legal Matters					66
	Experts					67
	Where You Can Find More Information					68
	Incorporation of Documents by Reference					69

	As of March 31, 2025
	Actual				As Adjusted
	RMB		US$		RMB		US$
	(in millions, except share and per share data)
Cash and cash equivalents		145,487		20,049		156,569		21,576
Short-term investments		228,826		31,533		228,826		31,533
Short-term debt:
Current bank borrowings		22,562		3,109		22,562		3,109
Total short-term debt		22,562		3,109		22,562		3,109
Long-term debt:
Non-current bank borrowings		49,909		6,878		49,909		6,878
Non-current unsecured senior notes		122,398		16,867		122,398		16,867
Non-current convertible unsecured senior notes		35,834		4,938		35,834		4,938
Non-current exchangeable unsecured senior notes		—		—		11,214		1,545
Total long-term debt		208,141		28,683		219,355		30,228
Total mezzanine equity		11,713		1,613		11,713		1,613
Shareholders’ equity:
Ordinary shares (US$0.000003125 par value; 32,000,000,000 shares authorized, 18,474,235,708 shares issued and outstanding as of March 31, 2025)		1		—		1		—
Additional paid-in capital		381,379		52,555		381,379		52,555
Treasury shares, at cost		(36,329)		(5,006)		(36,329)		(5,006)
Statutory reserves		15,936		2,196		15,936		2,196
Accumulated other comprehensive income		3,393		468		3,393		468
Retained earnings		645,478		88,949		645,346		88,931
Total shareholders’ equity		1,009,858		139,162		1,009,726		139,144
Total capitalization(1)		1,229,712		169,458		1,240,794		170,985

Exhibit Number			Description of Document
3.1			Amended and Restated Memorandum and Articles of Association of the Registrant as currently in effect (incorporated by reference to Exhibit 3.1 to the current report on Form 6-K (File No. 001-36614) furnished to the Securities and Exchange Commission on August 22, 2024)
4.1* †			Indenture, dated as of November 26, 2024, between the Registrant and Citibank, N.A. as Trustee
4.2			First Supplemental Indenture, dated as of November 26, 2024, between the Registrant and Citibank, N.A. as Trustee (incorporated by reference to Exhibit 2.27 to the annual report on Form 20-F (File No. 001-36614) filed with the Securities and Exchange Commission on June 26, 2025)
4.3			Second Supplemental Indenture, dated as of November 26, 2024, between the Registrant and Citibank, N.A. as Trustee (incorporated by reference to Exhibit 2.28 to the annual report on Form 20-F (File No. 001-36614) filed with the Securities and Exchange Commission on June 26, 2025)
4.4			Third Supplemental Indenture, dated as of November 26, 2024, between the Registrant and Citibank, N.A. as Trustee (incorporated by reference to Exhibit 2.29 to the annual report on Form 20-F (File No. 001-36614) filed with the Securities and Exchange Commission on June 26, 2025)
4.5			Form of 4.875% Notes Due 2030 (included in Exhibit 4.2)
4.6			Form of 5.250% Notes Due 2035 (included in Exhibit 4.3)
4.7			Form of 5.625% Notes Due 2054 (included in Exhibit 4.4)
4.8*			Registration Rights Agreement, dated as of November 26, 2024, between the Registrant and Citigroup Global Markets Inc., J.P. Morgan Securities plc, Morgan Stanley Asia Limited and UBS AG Hong Kong Branch
5.1*			Opinion of Simpson Thacher & Bartlett LLP regarding the validity of the securities being registered
5.2*			Opinion of Maples and Calder regarding the validity of the securities being registered
8.1*			Opinion of Maples and Calder regarding certain Cayman Islands tax matters (included in Exhibit 5.2)
8.2*			Opinion of Fangda Partners regarding certain PRC tax matters (included in Exhibit 99.1)
23.1*			Consent of PricewaterhouseCoopers — Independent Registered Public Accounting Firm
23.2*			Consent of PricewaterhouseCoopers Zhong Tian LLP — Independent Registered Public Accounting Firm
23.3*			Consent of Maples and Calder (included in Exhibit 5.2)
23.4*			Consent of Fangda Partners (including in Exhibit 99.1)
24.1*			Powers of Attorney (included on the signature page in Part II of this Registration Statement)
25.1*			Statement of eligibility of Citibank, N.A. to act as trustee under the indenture
99.1*			Opinion of Fangda Partners as to certain matters under PRC law
99.2*			Form of Letter of Transmittal
99.3*			Form of Notice of Guaranteed Delivery
99.4*			Form of Letter to Registered Holders and DTC Participants
99.5*			Form of Letter to Clients
107*			Filing Fee Table

	Signature			Capacity
	/s/ Joseph C. TSAI Joseph C. TSAI			Chairman
	/s/ Eddie Yongming WU Eddie Yongming WU			Director and Chief Executive Officer (Principal Executive Officer)
	/s/ J. Michael EVANS J. Michael EVANS			Director and President
	/s/ Maggie Wei WU Maggie Wei WU			Director
	/s/ Jerry YANG Jerry YANG			Independent Director
	/s/ Wan Ling MARTELLO Wan Ling MARTELLO			Independent Director
	/s/ Weijian SHAN Weijian SHAN			Independent Director
	/s/ Irene Yun-Lien LEE Irene Yun-Lien LEE			Independent Director
	/s/ Albert Kong Ping NG Albert Kong Ping NG			Independent Director
	/s/ Kabir MISRA Kabir MISRA			Independent Director
	/s/ Toby Hong XU Toby Hong XU			Chief Financial Officer (Principal Financial and Accounting Officer)

Trust Indenture Act Section		Indenture Section
Sec. 310	(a)(l)	10.04(a)
	(a)(2)	10.04(a)
	(a)(3)	TIA
	(a)(4)	Not Applicable
	(a)(5)	TIA
	(b)	10.04(b); 10.05
Sec. 311	(a)	10.01(f)
	(b)	TIA
Sec. 312	(a)	9.03
	(b)	10.10
	(c)	10.10
Sec. 313	(a)	9.01(a)
	(b)	9.01(a)
	(c)	9.01(a)
	(d)	9.01(b)
Sec. 314	(a)	9.02; 5.10
	(b)	Not Applicable
	(c)(l)	15.01(a)
	(c)(2)	15.01(a)
	(c)(3)	Not Applicable
	(d)	Not Applicable
	(e)	15.01(b)
	(f)	15.01(a)
Sec. 315	(a)(1)	10.02(b)(i)
	(a)(2)	10.02(b)(ii)
	(b)	10.03
	(c)	10.02(a)
	(d)	10.02(c)
	(e)	6.08
Sec. 316	(a) (last sentence)	1.01 (definition of “Outstanding”)
	(a)(l)(A)	6.06
	(a)(l)(B)	6.06
	(b)	6.07
	(c)	7.02(e); 13.02(d)
Sec. 317	(a)(l)	6.03
	(a)(2)	6.04
	(b)	5.03
Sec. 318	(a)	15.02

Section 2.01	Form Generally	13
Section 2.02	Form of Trustee’s Certificate of Authentication	13
Section 2.03	Form of Trustee’s Certificate of Authentication by an Authenticating Agent	14

Section 3.01	Amount Unlimited; Issuable in Series	14
Section 3.02	Denominations	17
Section 3.03	Execution, Authentication, Delivery and Dating	17
Section 3.04	[Reserved]	19
Section 3.05	Registrar	20
Section 3.06	Transfer and Exchange	20
Section 3.07	Mutilated, Destroyed, Lost and Stolen Securities	30
Section 3.08	Payment of Interest; Interest Rights Preserved	31
Section 3.09	Cancellation	32
Section 3.10	Computation of Interest	32
Section 3.11	Currency of Payments in Respect of Securities	32
Section 3.12	CUSIP Numbers	33

Section 4.01	Applicability of Right of Redemption	34
Section 4.02	Selection of Securities to be Redeemed	34
Section 4.03	Notice of Redemption	34
Section 4.04	Deposit of Redemption Price	35
Section 4.05	Securities Payable on Redemption Date	36
Section 4.06	Securities Redeemed in Part	36
Section 4.07	Tax Redemption	36
Section 4.08	Open Market Purchase	37

Section 5.01	Payments of Principal, Premium and Interest	37
Section 5.02	Maintenance of Office or Agency; Paying Agent	38
Section 5.03	To Hold Payment in Trust	39
Section 5.04	Merger, Consolidation and Sale of Assets	40
Section 5.05	Limitations on Liens	41
Section 5.06	Repurchase Upon Triggering Event	43
Section 5.07	Additional Amounts	45
Section 5.08	Payment for Consent	47
Section 5.09	[Reserved]	48
Section 5.10	Compliance Certificate	48
Section 5.11	Conditional Waiver by Holders of Securities	48
Section 5.12	Statement by Officers as to Default	48
Section 5.13	Rule 144A Information	48

Section 6.01	Events of Default	49
Section 6.02	Acceleration; Rescission and Annulment	50
Section 6.03	Other Remedies	51
Section 6.04	Trustee as Attorney-in-Fact	52
Section 6.05	Priorities	53
Section 6.06	Control by Securityholders; Waiver of Past Defaults	54
Section 6.07	Limitation on Suits	54
Section 6.08	Undertaking for Costs	55
Section 6.09	Remedies Cumulative; Delay or Omission Not Waiver	56

Section 7.01	Evidence of Action of Securityholders	56
Section 7.02	Proof of Execution or Holding of Securities	56
Section 7.03	Persons Deemed Owners	57
Section 7.04	Effect of Consents	57

Section 8.02	Call of Meetings by Trustee	58
Section 8.03	Call of Meetings by Company or Securityholders	58
Section 8.04	Qualifications for Voting	59
Section 8.05	Regulation of Meetings	59
Section 8.06	Voting	59
Section 8.07	No Delay of Rights by Meeting	60

Section 9.01	Reports by Trustee	60
Section 9.02	Reports by the Company	60
Section 9.03	Securityholders’ Lists	61

Section 10.01	Rights of Trustees; Compensation and Indemnity	61
Section 10.02	Duties of Trustee	65
Section 10.03	Notice of Defaults	67
Section 10.04	Eligibility; Disqualification	67
Section 10.05	Resignation and Notice; Removal	67
Section 10.06	Successor Trustee by Appointment	68
Section 10.07	Successor Trustee by Merger	70
Section 10.08	Right to Rely on Officer’s Certificate	70
Section 10.09	Appointment of Authenticating Agent	70
Section 10.10	Communications by Securityholders with Other Securityholders	71

Section 11.01	Applicability of Article	72
Section 11.02	Satisfaction and Discharge of Indenture	72
Section 11.03	Defeasance upon Deposit of Moneys or U.S. Government Obligations	73
Section 11.04	Repayment to Company	75
Section 11.05	Indemnity for U.S. Government Obligations	75
Section 11.06	Deposits to Be Held in Escrow	75
Section 11.07	Application of Trust Money	76
Section 11.08	Deposits of Non-U.S. Currencies	76

Section 1.01	Definitions	1
Section 1.02	Rules of Construction	12

Section 15.01	Certificates and Opinions as to Conditions Precedent	81
Section 15.02	Trust Indenture Act Controls	82
Section 15.03	Notices to the Company and Trustee	83
Section 15.04	Notices to Securityholders; Waiver	83
Section 15.05	Legal Holiday	84
Section 15.06	Judgment Currency	84
Section 15.07	Effects of Headings and Table of Contents	85
Section 15.08	Successors and Assigns	85
Section 15.09	Severability	85
Section 15.10	Benefits of Indenture	85
Section 15.11	Counterparts	85
Section 15.12	Governing Law; Waiver of Trial by Jury	85
Section 15.13	Submission to Jurisdiction	85
Section 15.14	Waiver of Immunity	86
Section 15.15	Force Majeure	86
Section 15.16	No Adverse Interpretation of Other Agreements	86

EXHIBIT A	Form of Security	A-1
EXHIBIT B	Form of Certificate of Transfer	B-1
EXHIBIT C	Form of Certificate of Exchange	C-1

Date of authentication:	[NAME OF TRUSTEE],
	as Trustee

	By:
		Authorized Signatory

Section 13.01	Without Consent of Securityholders	77
Section 13.02	With Consent of Securityholders; Limitations	79
Section 13.03	Trustee Protected	80
Section 13.04	Effect of Execution of Supplemental Indenture	80
Section 13.05	Notation on or Exchange of Securities	81
Section 13.06	Conformity with TIA	81

ALIBABA GROUP HOLDING LIMITED,
as Issuer

By:	/s/ Toby Hong Xu
	Name:	Toby Hong Xu
	Title:	Chief Financial Officer

CITIBANK, N.A.,
as Trustee

By:	/s/ Peter Lopez
	Name:	Peter Lopez
	Title:	Senior Trust Officer

Date:	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

	Tax Identification No:

		Signature Guarantee:

Date		Amount of decrease in principal amount of this Note		Amount of increase in principal amount of this Note		Principal amount of this Security following such decrease (or increase)

ALIBABA GROUP HOLDING LIMITED

By:	/s/ Toby Hong Xu
	Name:	Toby Hong Xu
	Title:	Chief Financial Officer

CITIGROUP GLOBAL MARKETS INC.

For itself and on behalf of the several Initial Purchasers

By:	/s/ Adrian Khoo
	Authorized Signatory

J.P. MORGAN SECURITIES PLC

For itself and on behalf of the several Initial Purchasers

By:	/s/ Jessica Chen
	Authorized Signatory
	Jessica Chen
	Executive Director

MORGAN STANLEY ASIA LIMITED

For itself and on behalf of the several Initial Purchasers

By:	/s/ Saurabh Dinakar
	Authorized Signatory
	Saurabh Dinakar
	Head of APAC Global Capital Markets

UBS AG HONG KONG BRANCH¹

For itself and on behalf of the several Initial Purchasers

By:	/s/ Allan Chu
	Authorized Signatory

By:	/s/ XU Xiaohui
	Authorized Signatory

		Very truly yours,

		/s/ SIMPSON THACHER & BARTLETT

		SIMPSON THACHER & BARTLETT

Our ref		KKZ/604743-000083/32648968v4
Email		karen.zhangpallaras@maples.com

Alibaba Group Holding Limited 26/F Tower One, Times Square 1 Matheson Street Causeway Bay Hong Kong

A National Banking Association	13-5266470
(Jurisdiction of Incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Indentifiction No.)

399 Park Ave., New York, NY	10043
(Address of principal executive office)	(Zip Code)

Cayman Islands	Not Applicable
(Jurisdiction of Incorporation or organization)	(I.R.S. Employer Indentifiction No.)

Trident Trust Company (Cayman) Limited One Capital Place, P.O. Box 847 George Town, Grand Cayman, Cayman Islands
(Address of principal executive office)

Name		Address
Comptroller of the Currency		Washington, D.C.

Federal Reserve Bank of New York		New York, NY
33 Liberty Street
New York, NY

Federal Deposit Insurance Corporation		Washington, D.C.

	CITIBANK, N.A.

	By	/s/ Peter Lopez
		Peter Lopez
		Senior Trust Officer

	December 31,
In millions of dollars	2024			2023
Assets
Cash and due from banks (including segregated cash and other deposits)	$	22,782		$	27,342
Deposits with banks, net of allowance		253,750			233,590
Securities borrowed and purchased under agreements to resell (including $140,855 and $206,059 as of December 31, 2024 and 2023, respectively, at fair value), net of allowance		274,062			345,700
Brokerage receivables, net of allowance		50,841			53,915
Trading account assets (including $193,291 and $197,156 pledged to creditors at December 31, 2024 and 2023, respectively)		442,747			411,756
Investments:
Available-for-sale debt securities (including $5,389 and $11,868 pledged to creditors as of December 31, 2024 and 2023, respectively)		226,876			256,936
Held-to-maturity debt securities, net of allowance (fair value of which is $224,410 and $235,001 as of December 31, 2024 and 2023, respectively) (includes $0 and $71 pledged to creditors as of December 31, 2024 and 2023, respectively)		242,382			254,247
Equity securities (including $578 and $766 as of December 31, 2024 and 2023, respectively, at fair value)		7,399			7,902
Total investments	$	476,657		$	519,085
Loans:
Consumer (including $281 and $313 as of December 31, 2024 and 2023, respectively, at fair value)		393,102			389,197
Corporate (including $7,759 and $7,281 as of December 31, 2024 and 2023, respectively, at fair value)		301,386			300,165
Loans, net of unearned income	$	694,488		$	689,362
Allowance for credit losses on loans (ACLL)		(18,574	)		(18,145	)
Total loans, net	$	675,914		$	671,217
Goodwill		19,300			20,098
Intangible assets (including MSRs of $760 and $691 as of December 31, 2024 and 2023, respectively)		4,494			4,421
Premises and equipment, net of depreciation and amortization		30,192			28,747
Other assets (including $13,703 and $12,290 as of December 31, 2024 and 2023, respectively, at fair value), net of allowance		102,206			95,963
Total assets	$	2,352,945		$	2,411,834

CONSOLIDATED BALANCE SHEET		Citigroup Inc. and Subsidiaries
(Continued)

	December 31,
In millions of dollars, except shares and per share amounts	2024			2023
Liabilities
Deposits (including $3,608 and $2,440 as of December 31, 2024 and 2023, respectively, at fair value)	$	1,284,458		$	1,308,681
Securities loaned and sold under agreements to repurchase (including $49,154 and $62,485 as of December 31, 2024 and 2023, respectively, at fair value)		254,755			278,107
Brokerage payables (including $5,207 and $4,321 as of December 31, 2024 and 2023, respectively, at fair value)		66,601			63,539
Trading account liabilities		133,846			155,345
Short-term borrowings (including $12,484 and $6,545 as of December 31, 2024 and 2023, respectively, at fair value)		48,505			37,457
Long-term debt (including $112,719 and $116,338 as of December 31, 2024 and 2023, respectively, at fair value)		287,300			286,619
Other liabilities, plus allowances		68,114			75,835
Total liabilities	$	2,143,579		$	2,205,583
Stockholders’ equity
Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares: as of December 31, 2024—714,000 and as of December 31, 2023—704,000, at aggregate liquidation value	$	17,850		$	17,600
Common stock ($0.01 par value; authorized shares: 6 billion), issued shares: as of December 31, 2024—3,099,719,006 and as of December 31, 2023—3,099,691,704		31			31
Additional paid-in capital		109,117			108,955
Retained earnings		206,294			198,905
Treasury stock, at cost: December 31, 2024—1,222,647,540 shares and December 31, 2023—1,196,577,865 shares		(76,842	)		(75,238	)
Accumulated other comprehensive income (loss) (AOCI)		(47,852	)		(44,800	)
Total Citigroup stockholders’ equity	$	208,598		$	205,453
Noncontrolling interests		768			798
Total equity	$	209,366		$	206,251
Total liabilities and equity	$	2,352,945		$	2,411,834