Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
26 February 2025 - 8:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16 Under
the Securities Exchange Act of 1934
February 25, 2025
Commission File Number: 001-36614
Alibaba Group Holding Limited
(Registrant’s name)
26/F Tower One, Times Square
1 Matheson Street
Causeway Bay
Hong Kong S.A.R.
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F
x Form 40-F ¨
EXHIBITS
Exhibit 99.1
– Announcement – Grant of Awards Pursuant to the 2024 Plan
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
ALIBABA GROUP HOLDING LIMITED |
| |
|
|
| Date: February 25, 2025 |
By: |
/s/ Kevin Jinwei
ZHANG |
| |
Name: |
Kevin Jinwei ZHANG |
| |
Title: |
Company Secretary |
Exhibit 99.1
Hong
Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “Hong
Kong Stock Exchange”) take no responsibility for the contents of this announcement,
make no representation as to its accuracy or completeness and expressly disclaim any liability
whatsoever for any loss howsoever arising from or in reliance upon the whole or any part
of the contents of this announcement.
We have one class of shares, and each
holder of our shares is entitled to one vote per share. As the Alibaba Partnership’s director nomination rights are categorized
as a weighted voting rights structure (the “WVR structure”) under the Rules Governing the Listing of Securities
on the Hong Kong Stock Exchange (the “Hong Kong Listing Rules”), we are deemed as a company with a WVR structure.
Shareholders and prospective investors should be aware of the potential risks of investing in a company with a WVR structure. Our American
depositary shares, each representing eight of our shares, are listed on the New York Stock Exchange in the United States under the symbol
BABA.
Alibaba Group
Holding Limited
阿里巴巴集團控股有限公司
(Incorporated
in the Cayman Islands with limited liability)
(Stock Code:
9988 (HKD Counter) and 89988 (RMB Counter))
ANNOUNCEMENT
GRANT OF AWARDS
PURSUANT TO THE 2024 PLAN
Pursuant to Rule 17.06A of the
Hong Kong Listing Rules, the Board announces that on February 24, 2025, the Company granted Awards involving 7,664,079 underlying
Shares (representing approximately 0.04% of the total Shares in issue (excluding treasury shares) as at the date of this announcement),
to certain Employees in accordance with the terms of the 2024 Plan (subject to acceptance by the grantees).
Details of Grant of Awards
The details of the grant of Awards to
the grantees are as follows:
| Date of grant: |
February 24, 2025 |
| |
|
| Grantees
and number of underlying Shares of the Awards granted: |
Awards involving 7,664,079 underlying Shares were granted
to certain Employees under the 2024 Plan. |
| |
|
| |
The above grant is not subject to approval by the Shareholders
in general meeting. To the best knowledge of the Directors, as of the date of this announcement, none of the grantees is (i) a director,
chief executive or substantial shareholder of the Company, or an associate of any of them; (ii) a participant with options and awards
granted and to be granted exceeding the 1% individual limit under the Hong Kong Listing Rules; or (iii) a Related Entity Participant
or a Service Provider. |
| |
The
above grant would not result in the Shares issued and to be issued in respect of all options
and awards granted to each grantee in the 12-month period up to and including the date of
such grant in aggregate to be over 1% of the Shares in issue (excluding treasury shares).
|
| |
|
| Purchase price of the Awards granted: |
Nil |
| |
|
| Closing price of the Shares on the date of grant: |
HK$135.70 per Share |
| |
|
| Vesting period: |
The
Awards granted have a mixed vesting schedule where the Awards shall vest by batches up to
6 years, in which certain Awards will be vested within 12 months of the date of grant. It
is permitted under the 2024 Plan to have a vesting period shorter than 12 months, given that
these Awards (i) shall vest evenly over a period of 12 months or more; (ii) were granted
in batches due to administrative and compliance reasons which caused delays in grant; and/or
(iii) substitute awards granted in connection with Awards that are assumed, converted or
substituted pursuant to a merger or similar transaction entered into by the Company and a
subsidiary of the Company. |
| |
|
| Performance targets: |
The Awards were granted to the grantees without any performance
targets. |
| |
|
| Clawback mechanism: |
Subject
to applicable laws, (i) all Awards granted to a participant shall become ab initio void and
(ii) considering that all of such participant’s Awards, whether vested or unvested,
are ab initio void, such participant shall forthwith return to the Company (A) all Shares
received in settlement or upon the exercise of such void Awards, (B) all cash, or other property
that was received in settlement or upon the exercise of such void Awards, and/or (C) any
proceeds, gains and/or economic benefits such participant realized in connection with the
sale, transfer or other disposition of the Shares or other property received in settlement
or upon the exercise of such void Awards, and the Company shall have the right to take all
actions to effect the return from such participant of all such Shares, cash or other property,
and/or proceeds, gains and/or economic benefits, upon the occurrence of any applicable event
as may be specified in the applicable award agreements, including but not limited to termination
for cause, breaches of restrictive covenants, or commission of specified tortious conduct. |
Number
of Shares Available for Future Grants
The
Awards will be satisfied by issuance of new Shares within the scheme mandate limit under the 2024 Plan.
Subsequent
to the above grant of Awards and as at the date of this announcement, the maximum number of Shares available for future grants to be
satisfied by new Shares or treasury shares within the scheme mandate limit under the 2024 Plan is 472,897,121, and the maximum number
of Shares available for future grants to be satisfied by new Shares or treasury shares within the service provider sub-limit under the
2024 Plan is 93,716,369.
Reasons
for and Benefits of Grant of Awards
The
grant of Awards is to (i) attract and retain talents by rewarding the grantees for their outstanding performance and contributions to
the Group, (ii) provide incentives to such grantees who will contribute their knowledge, experience, expertise and services to the Group,
which are essential to the success, continual operation and development of the Group, and (iii) align the interests of the grantees with
those of the Group and the Shareholders.
Definitions
In
this announcement, unless the context otherwise requires, the following expressions have the following meanings:
| “2024 Plan” |
the 2024 Equity Incentive Plan adopted by
the Company on August 22, 2024, in its present form or as amended from time to time in accordance with the provisions thereof |
|
|
| “ADS(s)” |
American depositary share(s) of the Company, each of
which represents eight Shares |
| |
|
| “associate” |
has the meaning ascribed to it under the Hong Kong Listing
Rules |
| |
|
| “Awards” |
awards of restricted share units to grantees pursuant
to the 2024 Plan |
| |
|
| “Board” |
the board of directors of the Company |
| |
|
| “Company” |
Alibaba Group Holding Limited, an exempted company incorporated
in the Cayman Islands with limited liability on June 28, 1999, the ADSs of which are listed on the New York Stock Exchange under
the symbol “BABA”, and the Shares of which are listed on the Main Board of the Hong Kong Stock Exchange (stock codes:
9988 (HKD counter) and 89988 (RMB counter)) |
| |
|
| “Director(s)” |
the director(s) of the Company |
| |
|
| “Employee” |
a person who has an employment relationship with any
Group Member (including a person who is granted Awards under the 2024 Plan as an inducement to enter into employment contract with
any Group Member) |
| “Executive Director” |
an Employee who is a member of the board
of directors of a Group Member |
|
|
| “Group” |
the Company and its subsidiaries |
| |
|
| “Group Member” |
the Company, its subsidiaries or Related Entities |
| |
|
| “Hong Kong Listing Rules” |
the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited |
|
|
| “Hong Kong Stock Exchange” |
The Stock Exchange of Hong Kong Limited |
| |
|
| “Related Entity” |
a holding company, a fellow subsidiary or an associated
company of the Company |
|
|
| “Related Entity Participant” |
an Employee or Executive Director of any Related Entity
|
| |
|
| “Service Provider” |
a person, such as an independent contractor, consultant,
agent, adviser and supplier, who (i) is engaged by the Group to render consulting or advisory services to the Group; and (ii) provides
services to the Group on a continuing or recurring basis in its ordinary and usual course of business which are in the interests
of the long term growth of the Group, and in particular, any person who is engaged by the Group under a service or consultant service
contract to provide services or consulting services, including but not limited to any person who is engaged by the Group under a
service or consultant service contract or contracts of similar nature to provide services or consulting services to a Group Member
on matters such as (but not limited to) legal, IT, finance, tax, e-commerce, technology, business operations, business development,
logistics, data center and strategic planning |
| |
|
| “Shareholder(s)” |
holder(s) of Shares and, where the context requires,
ADSs |
| |
|
| “Share(s)” |
ordinary share(s) in the capital of the Company with
par value of US$0.000003125 each |
| |
|
| “substantial shareholder” |
has the meaning ascribed to it under the Hong Kong Listing
Rules |
| |
|
| “%” |
per cent |
| |
By
order of the Board |
| |
Alibaba
Group Holding Limited
Kevin Jinwei ZHANG |
| |
Secretary |
Hong
Kong, February 25, 2025
As
at the date of this announcement, our board of directors comprises Mr. Joseph C. TSAI as the chairman, Mr. Eddie Yongming WU, Mr. J.
Michael EVANS and Ms. Maggie Wei WU as directors, and Mr. Jerry YANG, Ms. Wan Ling MARTELLO, Mr. Weijian SHAN, Ms. Irene Yun-Lien LEE,
Mr. Albert Kong Ping NG and Mr. Kabir MISRA as independent directors.
Alibaba (PK) (USOTC:BBAAY)
Historical Stock Chart
From Feb 2025 to Mar 2025
Alibaba (PK) (USOTC:BBAAY)
Historical Stock Chart
From Mar 2024 to Mar 2025
