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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
(Amendment No. 3)*
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, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o |
Rule 13d-1(b) |
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o |
Rule 13d-1(c) |
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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).
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CUSIP No. 01609W102 |
13G |
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1. |
Name of Reporting Persons:
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization:
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Number of
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5. |
Sole Voting Power:
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power:
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9):
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12. |
Type of Reporting Person (See Instructions):
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(1) Calculations are based on 2,569,477,520 ordinary shares of the Issuer (“Ordinary Shares”) outstanding, as of December 31, 2017.
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CUSIP No. 01609W102 |
13G |
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1. |
Name of Reporting Persons:
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization:
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Number of
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5. |
Sole Voting Power:
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
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8. |
Shared Dispositive Power:
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9):
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12. |
Type of Reporting Person (See Instructions):
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(1) Calculations are based on 2,569,477,520 Ordinary Shares outstanding, as of December 31, 2017.
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CUSIP No. 01609W102 |
13G |
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1. |
Name of Reporting Persons:
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization:
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Number of
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5. |
Sole Voting Power:
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power:
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8. |
Shared Dispositive Power:
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9):
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12. |
Type of Reporting Person (See Instructions):
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(1) Calculations are based on 2,569,477,520 Ordinary Shares outstanding, as of December 31, 2017.
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CUSIP No. 01609W102 |
13G |
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1. |
Name of Reporting Persons:
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization:
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Number of
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5. |
Sole Voting Power:
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6. |
Shared Voting Power
:
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7. |
Sole Dispositive Power
:
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8. |
Shared Dispositive Power:
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9):
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12. |
Type of Reporting Person (See Instructions):
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(1) Calculations are based on 2,569,477,520 Ordinary Shares outstanding, as of December 31, 2017.
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CUSIP No. 01609W102 |
13G |
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1. |
Name of Reporting Persons:
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization:
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Number of
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5. |
Sole Voting Power:
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6. |
Shared Voting Power
:
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7. |
Sole Dispositive Power
:
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8. |
Shared Dispositive Power:
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9):
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12. |
Type of Reporting Person (See Instructions):
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(1) Calculations are based on 2,569,477,520 Ordinary Shares outstanding, as of December 31, 2017.
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CUSIP No. 01609W102 |
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1. |
Name of Reporting Persons:
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization:
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Number of
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5. |
Sole Voting Power:
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6. |
Shared Voting Power
:
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7. |
Sole Dispositive Power
:
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8. |
Shared Dispositive Power:
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9):
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12. |
Type of Reporting Person (See Instructions):
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(1) Calculations are based on 2,569,477,520 Ordinary Shares outstanding, as of December 31, 2017.
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CUSIP No. 01609W102 |
13G |
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1. |
Name of Reporting Persons:
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization:
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Number of
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5. |
Sole Voting Power:
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6. |
Shared Voting Power
:
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7. |
Sole Dispositive Power
:
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8. |
Shared Dispositive Power:
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9):
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12. |
Type of Reporting Person (See Instructions):
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(1) Calculations are based on 2,569,477,520 Ordinary Shares outstanding, as of December 31, 2017.
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CUSIP No. 01609W102 |
13G |
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1. |
Name of Reporting Persons:
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization:
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Number of
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5. |
Sole Voting Power:
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6. |
Shared Voting Power
:
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7. |
Sole Dispositive Power
:
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8. |
Shared Dispositive Power:
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9):
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12. |
Type of Reporting Person (See Instructions):
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(1) Calculations are based on 2,569,477,520 Ordinary Shares outstanding, as of December 31, 2017.
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CUSIP No. 01609W102 |
13G |
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1. |
Name of Reporting Persons:
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization:
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Number of
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5. |
Sole Voting Power:
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6. |
Shared Voting Power
:
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7. |
Sole Dispositive Power
:
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8. |
Shared Dispositive Power:
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9):
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12. |
Type of Reporting Person (See Instructions):
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(1) Calculations are based on 2,569,477,520 Ordinary Shares outstanding, as of December 31, 2017.
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CUSIP No. 01609W102 |
13G |
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1. |
Name of Reporting Persons:
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization:
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Number of
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5. |
Sole Voting Power:
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6. |
Shared Voting Power
:
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7. |
Sole Dispositive Power
:
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8. |
Shared Dispositive Power:
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9):
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12. |
Type of Reporting Person (See Instructions):
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(1) Calculations are based on 2,569,477,520 Ordinary Shares outstanding, as of December 31, 2017.
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CUSIP No. 01609W102 |
13G |
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1. |
Name of Reporting Persons:
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization:
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Number of
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5. |
Sole Voting Power:
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6. |
Shared Voting Power
:
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7. |
Sole Dispositive Power
:
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8. |
Shared Dispositive Power:
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9):
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12. |
Type of Reporting Person (See Instructions):
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(1) Calculations are based on 2,569,477,520 Ordinary Shares outstanding, as of December 31, 2017.
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CUSIP No. 01609W102 |
13G |
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1. |
Name of Reporting Persons:
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization:
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Number of
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5. |
Sole Voting Power:
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6. |
Shared Voting Power
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7. |
Sole Dispositive Power
:
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8. |
Shared Dispositive Power:
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9):
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12. |
Type of Reporting Person (See Instructions):
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(1) Calculations are based on 2,569,477,520 Ordinary Shares outstanding, as of December 31, 2017.
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CUSIP No. 01609W102 |
13G |
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1. |
Name of Reporting Persons:
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization:
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Number of
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5. |
Sole Voting Power:
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6. |
Shared Voting Power
:
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7. |
Sole Dispositive Power
:
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8. |
Shared Dispositive Power:
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9):
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12. |
Type of Reporting Person (See Instructions):
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(1) Calculations are based on 2,569,477,520 Ordinary Shares outstanding, as of December 31, 2017.
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CUSIP No. 01609W102 |
13G |
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1. |
Name of Reporting Persons:
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2. |
Check the Appropriate Box if a Member of a Group |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization:
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Number of
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5. |
Sole Voting Power:
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6. |
Shared Voting Power
:
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7. |
Sole Dispositive Power
:
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8. |
Shared Dispositive Power:
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class Represented by Amount in Row (9):
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12. |
Type of Reporting Person (See Instructions):
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(1) Calculations are based on 2,569,477,520 Ordinary Shares outstanding, as of December 31, 2017.
STATEMENT ON SCHEDULE 13G
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Item 1. (a). |
Name of Issuer
Alibaba Group Holding Limited, a Cayman Islands company (the “Issuer”). |
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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. |
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Item 2(a). |
Name of Person Filing
This Amendment No. 3 to the Schedule 13G filed on February 17, 2015 (the “Schedule 13G”), as amended by Amendment No. 1 thereto filed on February 16, 2016 and Amendment No. 2 thereto filed on February 14, 2017, 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 Jersey trust; JC Properties Limited, a British Virgin Islands company; Joe and Clara Tsai Foundation Limited, an Island of Guernsey company; JSP Investment 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. MFG Limited, a British Virgin Islands company and co-filer on the Schedule 13G and Amendment No. 1 and Amendment No. 2 thereto, was dissolved in August 2017.
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.” |
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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 HSBC House, Esplanade, St Helier, Jersey JE1 1GT.
The principal business address for JC Properties Limited is Woodbourne Hall, Road Town, Tortola, British Virgin Islands.
The principal business address for 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 II Ltd and PMH Holding Limited is (and for MFG Limited prior to its dissolution was) 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. |
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Item 2(c). |
Citizenship
See Item 4 of each cover page. |
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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. |
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Item 2(e). |
CUSIP Number:
01609W102 |
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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: |
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Not Applicable. |
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Item 4. |
Ownership. |
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All information is as of December 31, 2017. 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. |
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(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, Altaba Inc. (f/k/a Yahoo! Inc.) and SoftBank Group Corp. (f/k/a 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 Group Corp. be permitted to nominate one director to the Issuer’s board of directors for so long as SoftBank Group Corp. and certain of its affiliates own 15% or more of the Issuer’s outstanding Ordinary Shares;
· SoftBank Group 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 Group 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; |
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· Altaba Inc. will (i) vote any Ordinary Shares owned by Altaba Inc. or certain of its affiliates in favor of the election of all of the Alibaba Partnership’s director nominees and the SoftBank Group Corp. director nominee for so long as SoftBank Group 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 Group Corp. director nominee for so long as SoftBank Group Corp. and certain of its affiliates own 15% or more of the Issuer’s outstanding Ordinary Shares.
SoftBank Group Corp.’s and Altaba 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, Altaba Inc., Altaba Holdings Hong Kong Limited, SoftBank Group Corp., SBBM Corporation and West Raptor Holdings LLC may be deemed to be members of a group that may have been deemed to beneficially own the following Ordinary Shares as of December 31, 2017:
· 645,934,571 Ordinary Shares held directly by SoftBank Group Corp.;
· 15,000,000 Ordinary Shares held directly by SBBM Corporation, an affiliate of SoftBank Group Corp.;
· 86,064,000 Ordinary Shares held directly by West Raptor Holdings LLC, an affiliate of SoftBank Group Corp.;
· 92,626,716 Ordinary Shares held directly by U.S. Bank National Association, as custodian for Altaba Inc.;
· 290,938,700 Ordinary Shares held directly by U.S. Bank National Association, as custodian for Altaba Holdings Hong Kong Limited (f/k/a Yahoo! Hong Kong Holdings Limited), an affiliate of Altaba Inc.;
· 301,666 Ordinary Shares held directly by Jack Yun Ma;
· 1,588,797 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); |
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· 50,000,000 Ordinary Shares held directly by APN Ltd. (see the section below entitled “ — APN Ltd. ” for more information about these Ordinary Shares);
· 55,867,988 Ordinary Shares held directly by JC Properties Limited (see the section below entitled “ — JC Properties Limited ” for more information about these Ordinary Shares);
· 5,982,293 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 Ordinary Shares).
· 54,800,576 Ordinary Shares held directly by JSP Investment Limited (see the section below entitled “ — JSP Investment Limited ” for more information about these Ordinary Shares);
· 18,405,952 Ordinary Shares held directly by Parufam Limited (see the section below entitled “ — Parufam Limited ” for more information about these Ordinary Shares);
· 17,123,178 Ordinary Shares held directly by PMH Holding Limited (see the section below entitled “ — PMH Holding Limited ” for more information about these Ordinary Shares);
· 12,573,921 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 Ordinary Shares); and
· 12,573,921 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 Ordinary Shares).
The Reporting Persons have been advised by representatives of SoftBank Group Corp. that as of December 31, 2017, it no longer beneficially owned certain Ordinary Shares previously disclosed as being held by SB HP Holdco and that such Ordinary Shares were no longer subject to the Voting Agreement and, accordingly, such Ordinary Shares are excluded from this report.
Alternate Solutions Management Limited
As of December 31, 2017, Parufam Limited, an entity affiliated with Joseph Tsai as described below, beneficially owned certain preferred shares of Alternate Solutions Management Limited which were exchangeable at his election into 1,200,000 Ordinary Shares and may, therefore, have been 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.
As of December 31, 2017, APN Ltd. directly held 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 have been 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. |
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JC Properties Limited
As of December 31, 2017, JC Properties Limited directly held 55,867,988 Ordinary Shares. Cathy Ying Zhang, Jack Yun Ma’s spouse, is the sole director of JC Properties Limited and may, therefore, have been 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
As of December 31, 2017, the Joe and Clara Tsai Foundation Limited directly held 5,982,293 Ordinary Shares. These Ordinary Shares were acquired upon the exercise of certain options granted by the Issuer. For each of the eight years beginning September 18, 2015, the Joe and Clara Tsai Foundation Limited may sell up to 1,875,000 Ordinary Shares per year acquired from the exercise of such options (plus any Ordinary Shares acquired pursuant to such options not sold in prior years). Joseph 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.
JSP Investment Limited
As of December 31, 2017, JSP Investment Limited directly held 54,800,576 Ordinary Shares. Cathy Ying Zhang is the sole director of JSP Investment Limited and may, therefore, have been 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.
Parufam Limited
As of December 31, 2017, Parufam Limited directly held 18,405,952 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, have been deemed to beneficially own the Ordinary Shares owned by Parufam Limited.
PMH Holding Limited
As of December 31, 2017, PMH Holding Limited directly held 17,123,178 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, have been 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.
Ying Capital Limited and Yun Capital Limited
As of December 31, 2017, each of Ying Capital Limited and Yun Capital Limited was the direct holder of 12,573,921 Ordinary Shares. These Ordinary Shares were acquired upon the exercise of certain options granted by the Issuer. 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 per year acquired from the exercise of such options (plus any Ordinary Shares acquired pursuant to such options unsold from previous tranches). 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 have been deemed to have voting power over the Ordinary Shares 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 have been deemed to beneficially own the Ordinary Shares over which Ying Capital Limited and Yun Capital Limited had dispositive power as of December 31, 2017. |
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(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. |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote See Item 5 of each cover page. See also Item 4(a) above. |
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(ii) |
Shared power to vote or to direct the vote See Item 6 of each cover page. See also Item 4(a) above. |
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(iii) |
Sole power to dispose or to direct the disposition of See Item 7 of each cover page. See also Item 4(a) above. |
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(iv) |
Shared power to dispose or to direct the disposition of See Item 8 of each cover page. See also Item 4(a) above. |
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Item 5. |
Ownership of Five Percent or Less of a Class |
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As of December 31, 2017, neither MFG Limited nor MFG II Ltd beneficially owned any Ordinary Shares. This Amendment No. 3 is an exit filing with respect to each of MFG Limited and MFG II Ltd. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
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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 Clara 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. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
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Not Applicable. |
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Item 8. |
Identification and Classification of Members of the Group. |
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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 Group Corp., Altaba Inc., Altaba Holdings Hong Kong Limited, SBBM Corporation and West Raptor Holdings LLC.
The Reporting Persons have agreed to jointly file this Amendment No. 3 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 directly held by such Reporting Person. |
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Item 9. |
Notice of Dissolution of Group. |
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Not Applicable. |
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Item 10. |
Certification. |
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Not applicable. |
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 14, 2018
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JACK YUN MA |
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By: |
/s/ TIMOTHY A. STEINERT |
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Name: |
Timothy A. Steinert |
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Title: |
Attorney-in-Fact |
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JOSEPH C. TSAI |
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By: |
/s/ TIMOTHY A. STEINERT |
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Name: |
Timothy A. Steinert |
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Title: |
Attorney-in-Fact |
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CLARA WU MING-HUA |
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By: |
/s/ TIMOTHY A. STEINERT |
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Name: |
Timothy A. Steinert |
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Title: |
Attorney-in-Fact |
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APN LTD. |
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By: |
Jack Yun Ma, its director |
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By: |
/s/ TIMOTHY A. STEINERT |
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Name: |
Timothy A. Steinert |
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Title: |
Attorney-in-Fact |
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JACK MA PHILANTHROPIC FOUNDATION |
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By: |
HSBC Trustee (C.I.) Limited, its trustee |
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By: |
/s/ TIMOTHY A. STEINERT |
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Name: |
Timothy A. Steinert |
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Title: |
Attorney-in-Fact |
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JC PROPERTIES LIMITED |
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By: |
Cathy Ying Zhang, its director |
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By: |
/s/ TIMOTHY A. STEINERT |
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Name: |
Timothy A. Steinert |
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Title: |
Attorney-in-Fact |
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[Signature Page to Schedule 13G]
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JOE AND CLARA TSAI FOUNDATION LIMITED |
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By: |
Primary Management Limited, its director |
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By: |
/s/ TIMOTHY A. STEINERT |
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Name: |
Timothy A. Steinert |
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Title: |
Attorney-in-Fact |
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JSP INVESTMENT LIMITED |
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By: |
Cathy Ying Zhang, its director |
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By: |
/s/ TIMOTHY A. STEINERT |
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Name: |
Timothy A. Steinert |
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Title: |
Attorney-in-Fact |
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MFG II LTD |
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By: |
Joseph C. Tsai, its director |
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By: |
/s/ TIMOTHY A. STEINERT |
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Name: |
Timothy A. Steinert |
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Title: |
Attorney-in-Fact |
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PARUFAM LIMITED |
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By: |
Joseph C. Tsai, its director |
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By: |
/s/ TIMOTHY A. STEINERT |
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Name: |
Timothy A. Steinert |
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Title: |
Attorney-in-Fact |
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PMH HOLDING LIMITED |
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By: |
Joseph C. Tsai, its director |
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By: |
/s/ TIMOTHY A. STEINERT |
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Name: |
Timothy A. Steinert |
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Title: |
Attorney-in-Fact |
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YING CAPITAL LIMITED |
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By: |
Lion International Management Limited, its director |
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By: |
/s/ TIMOTHY A. STEINERT |
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Name: |
Timothy A. Steinert |
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Title: |
Attorney-in-Fact |
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YUN CAPITAL LIMITED |
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By: |
Lion International Management Limited, its director |
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By: |
/s/ TIMOTHY A. STEINERT |
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Name: |
Timothy A. Steinert |
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Title: |
Attorney-in-Fact |
[Signature Page to Schedule 13G]
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 14, 2018
(remainder of page intentionally left blank)
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JACK YUN MA |
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By: |
/s/ TIMOTHY A. STEINERT |
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Name: |
Timothy A. Steinert |
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Title: |
Attorney-in-Fact |
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JOSEPH C. TSAI |
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By: |
/s/ TIMOTHY A. STEINERT |
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Name: |
Timothy A. Steinert |
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Title: |
Attorney-in-Fact |
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CLARA WU MING-HUA |
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By: |
/s/ TIMOTHY A. STEINERT |
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Name: |
Timothy A. Steinert |
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Title: |
Attorney-in-Fact |
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APN LTD. |
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By: |
Jack Yun Ma, its director |
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By: |
/s/ TIMOTHY A. STEINERT |
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Name: |
Timothy A. Steinert |
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Title: |
Attorney-in-Fact |
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JACK MA PHILANTHROPIC FOUNDATION |
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By: |
HSBC Trustee (C.I.) Limited, its trustee |
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By: |
/s/ TIMOTHY A. STEINERT |
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Name: |
Timothy A. Steinert |
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Title: |
Attorney-in-Fact |
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JC PROPERTIES LIMITED |
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By: |
Cathy Ying Zhang, its director |
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By: |
/s/ TIMOTHY A. STEINERT |
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Name: |
Timothy A. Steinert |
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Title: |
Attorney-in-Fact |
[Signature Page to Joint Filing Agreement]
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JOE AND CLARA TSAI FOUNDATION LIMITED |
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By: |
Primary Management Limited, its director |
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By: |
/s/ TIMOTHY A. STEINERT |
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Name: |
Timothy A. Steinert |
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Title: |
Attorney-in-Fact |
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JSP INVESTMENT LIMITED |
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By: |
Cathy Ying Zhang, its director |
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By: |
/s/ TIMOTHY A. STEINERT |
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Name: |
Timothy A. Steinert |
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Title: |
Attorney-in-Fact |
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MFG II LTD |
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By: |
Joseph C. Tsai, its director |
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By: |
/s/ TIMOTHY A. STEINERT |
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Name: |
Timothy A. Steinert |
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Title: |
Attorney-in-Fact |
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PARUFAM LIMITED |
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By: |
Joseph C. Tsai, its director |
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By: |
/s/ TIMOTHY A. STEINERT |
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Name: |
Timothy A. Steinert |
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Title: |
Attorney-in-Fact |
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PMH HOLDING LIMITED |
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By: |
Joseph C. Tsai, its director |
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By: |
/s/ TIMOTHY A. STEINERT |
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Name: |
Timothy A. Steinert |
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Title: |
Attorney-in-Fact |
[Signature Page to Joint Filing Agreement]
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YING CAPITAL LIMITED |
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By: |
Lion International Management Limited, its director |
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By: |
/s/ TIMOTHY A. STEINERT |
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Name: |
Timothy A. Steinert |
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Title: |
Attorney-in-Fact |
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YUN CAPITAL LIMITED |
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By: |
Lion International Management Limited, its director |
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By: |
/s/ TIMOTHY A. STEINERT |
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Name: |
Timothy A. Steinert |
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Title: |
Attorney-in-Fact |
[Signature Page to Joint Filing Agreement]
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.
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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17th day of February, 2015.
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JACK YUN MA |
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By: |
/s/ JACK YUN MA |
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JOSEPH C. TSAI |
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By: |
/s/ JOSEPH C. TSAI |
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CLARA WU MING-HUA |
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By: |
/s/ CLARA WU MING-HUA |
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APN LTD. |
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By: |
/s/ JACK YUN MA |
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Name: Jack Yun Ma |
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Title: Director |
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JC PROPERTIES LIMITED |
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By: |
/s/ CATHY YING ZHANG |
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Name: |
Cathy Ying Zhang |
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Title: |
Director |
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JSP INVESTMENT LIMITED |
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By: |
/s/ CATHY YING ZHANG |
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Name: |
Cathy Ying Zhang |
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Title: |
Director |
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MFG LIMITED |
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By: |
/s/ JOSEPH C. TSAI |
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Name: |
Joseph C. Tsai |
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Title: |
Director |
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PARUFAM LIMITED |
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By: |
/s/ JOSEPH C. TSAI |
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Name: |
Joseph C. Tsai |
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Title: |
Director |
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PMH HOLDING LIMITED |
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By: |
/s/ JOSEPH C. TSAI |
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Name: |
Joseph C. Tsai |
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Title: |
Director |
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In the presence of: |
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/s/ YUEN W. TANG |
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Witness Name: Yuen W. Tang |
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In the presence of: |
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/s/ XIRONG XIE |
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Witness Name: Xirong Xie |
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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.
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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of February, 2016.
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JACK MA PHILANTHROPIC FOUNDATION |
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By: |
HSBC Guernsey Trustee, its trustee |
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By: |
/s/ NATALIE ETESSE |
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Name: |
Natalie Etesse |
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Title: |
Authorized Signatory |
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By: |
/s/ CRAIG ROBERT |
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Name: |
Craig Robert |
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Title: |
Authorized Signatory |
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JOE AND CLARA TSAI FOUNDATION LIMITED |
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By: |
Primary Management Limited, its director |
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By: |
/s/ GEOFFREY LE POIDEVIN |
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Name: |
Geoffrey Le Poidevin |
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Title: |
Authorized Signatory |
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By: |
/s/ ROSS MARTEL |
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Name: |
Ross Martel |
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Title: |
Authorized Signatory |
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MFG II LTD |
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By: |
/s/ JOSEPH C. TSAI |
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Name: |
Joseph C. Tsai |
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Title: |
Director |
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YING CAPITAL LIMITED |
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By: |
Lion International Management Limited, its director |
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By: |
/s/ LIM HUI TING |
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Name: |
Lim Hui Ting |
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Title: |
Authorized Signatory |
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By: |
/s/ JEAN LIN |
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Name: |
Jean Lin |
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Title: |
Authorized Signatory |
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YUN CAPITAL LIMITED |
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By: |
Lion International Management Limited, its director |
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By: |
/s/ LIM HUI TING |
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Name: |
Lim Hui Ting |
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Title: |
Authorized Signatory |
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By: |
/s/ JEAN LIN |
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Name: |
Jean Lin |
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Title: |
Authorized Signatory |
EXHIBIT 99.4
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 14th day of February, 2018.
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JACK MA PHILANTHROPIC FOUNDATION |
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By: |
HSBC Trustee (C.I.) Limited, its trustee |
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By: |
/s/ Heidi Thompson |
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Name: Heidi Thompson |
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Title: Senior Trust Manager |
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By: |
/s/ Stephen Le Seelleur |
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Name: Stephen Le Seelleur |
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Title: Director |