SEC Form SC 13G/A filed by Alibaba Group Holding Limited (Amendment)

Address of Issuer’s Principal Executive Offices:

26/F Tower One, Times Square

1 Matheson Street, Causeway Bay

Hong Kong S.A.R.

Name of Person Filing:

This Amendment No. 8 to the Schedule 13G filed on February 17, 2015 (as amended, the “Schedule 13G”), as amended by Amendment No. 1 thereto filed on February 16, 2016, Amendment No. 2 thereto filed on February 14, 2017, Amendment No. 3 thereto filed on February 14, 2018, Amendment No. 4 thereto filed on February 14, 2019, Amendment No. 5 thereto filed on February 14, 2020, Amendment No. 6 thereto filed on February 16, 2021, and Amendment No. 7 thereto filed on February 14, 2022 is filed on behalf of Joseph C. Tsai and Clara Wu Ming-Hua; APN Ltd., a Cayman Islands company; Joe and Clara Tsai Foundation Limited, an Island of Guernsey company; Parufam Limited, a Bahamas corporation; and PMH Holding Limited, a British Virgin Islands company. This Amendment No. 8 to the Schedule 13G amends and restates the Schedule 13G and each item thereof in full.

Joseph C. Tsai, Clara Wu Ming-Hua, APN Ltd., Joe and Clara Tsai Foundation Limited, Parufam Limited, and PMH Holding Limited are collectively referred to herein as the “Reporting Persons.”

Address of Principal Business Office:

The principal business address for each of Joseph C. Tsai and Clara Wu Ming-Hua is 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 Joe and Clara Tsai Foundation Limited is Helvetia Court, South Esplanade, St Peter Port, Guernsey GY1 4EE.

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 PMH Holding Limited is P.O. Box 173, Road Town, Tortola, British Virgin Islands. 

Citizenship:

See Item 4 of each cover page.

Title of Class of Securities:

American Depositary Shares (“ADS”), each representing eight Ordinary Shares, par value $0.000003125 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.

CUSIP Number:

01609W102

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.

Joe and Clara Tsai Foundation Limited

As of December 31, 2022, the Joe and Clara Tsai Foundation Limited directly held 20,307,176 Ordinary Shares. Joseph C. Tsai has the sole power to direct voting and investment decisions with respect to the Ordinary Shares 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.

APN Ltd.

As of December 31, 2022, APN Ltd. directly held 280,000,000 Ordinary Shares. As of June 2022, Joseph C. Tsai ceased to have any voting and dispositive power over the Ordinary Shares held by APN Ltd. Therefore, Joseph C. Tsai does not beneficially own the Ordinary Shares owned by APN Ltd.

Parufam Limited

As of December 31, 2022, Parufam Limited directly held 147,385,672 Ordinary Shares. Joseph C. Tsai is a director of Parufam Limited and has been granted a revocable proxy to vote the Ordinary Shares owned by Parufam Limited. Joseph C. Tsai may, therefore, have been deemed to beneficially own the Ordinary Shares owned by Parufam Limited.

PMH Holding Limited

As of December 31, 2022, PMH Holding Limited directly held 129,539,168 Ordinary Shares. Joseph C. 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, have been deemed to beneficially own such Ordinary Shares. PMH Holding Limited has also granted Joseph C. Tsai a revocable proxy to vote the Ordinary Shares owned by PMH Holding Limited.

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.

Sole power to vote or to direct the vote

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

Shared power to vote or to direct the vote

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

Sole power to dispose or to direct the disposition of

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

Shared power to dispose or to direct the disposition of

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

The Issuer, Joseph C. Tsai, SoftBank Group Corp., each of their respective Subordinate Shareholders (as defined therein), and, solely for limited purposes, Jack Yun Ma, are parties to an Amended and Restated Voting Agreement, dated as of December 17, 2021 (the “Amended Voting Agreement”). Under the terms of the Amended Voting Agreement, so long as SoftBank Group Corp. and certain of its affiliates collectively owned 15% or more of the Issuer’s outstanding Ordinary Shares, certain obligations existed among the parties relating to the nomination of directors as well as the voting of Ordinary Shares in favor of director nominees. Prior to December 31, 2022, however, SoftBank Group Corp. and its Subordinate Shareholders ceased to collectively own at least 15% of the outstanding Ordinary Shares and, as a result, such obligations terminated.

Accordingly, the Reporting Persons believe that, to the extent they could have previously been deemed to be members of a “group” under Section 13(d) of the Act with respect to the Ordinary Shares beneficially owned by SoftBank Group Corp. and the other parties to the Amended Voting Agreement, they are no longer members of a “group” with such persons. Any future filings with respect to the Ordinary Shares will be filed, if required, by the other parties to the Amended Voting Agreement in their individual capacities.

Item 10.

Certification.