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Alibaba Group (NYSE: BABA) cuts exchange price on HK$12.0B Alibaba Health-linked bonds

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Alibaba Group Holding Limited reports an anti-dilution adjustment to the terms of its HK$12.023 billion zero coupon exchangeable bonds due 2032, which are exchangeable into shares of Alibaba Health Information Technology Limited. The change is triggered by Alibaba Health’s approved final dividend of RMB0.0595 per share and special dividend of RMB0.1352 per share for the year ended March 31, 2026.

The Exchange Price of the 2025 Bonds is reduced from HK$6.23 to HK$5.92 per Alibaba Health share and the Exchange Ratio is increased from 160,513.6 to 168,918.9 Alibaba Health shares per HK$1,000,000 principal amount of bonds, effective August 14, 2026. As a result, the maximum number of Alibaba Health shares deliverable upon full exchange of the bonds increases from 1,928,855,537 to 2,030,912,162 shares.

Positive

  • None.

Negative

  • None.
2025 Bonds principal amount HK$12.023 billion Aggregate principal amount of zero coupon exchangeable bonds due 2032
Old Exchange Price HK$6.23 per AH Share Exchange Price of 2025 Bonds before dividend-triggered adjustment
New Exchange Price HK$5.92 per AH Share Exchange Price of 2025 Bonds after Alibaba Health 2026 dividends
Old Exchange Ratio 160,513.6 AH Shares per HK$1,000,000 Number of Alibaba Health shares per HK$1,000,000 principal before adjustment
New Exchange Ratio 168,918.9 AH Shares per HK$1,000,000 Number of Alibaba Health shares per HK$1,000,000 principal after adjustment
Old maximum AH Shares exchangable 1,928,855,537 AH Shares Maximum Alibaba Health shares deliverable upon full exchange before adjustment
New maximum AH Shares exchangable 2,030,912,162 AH Shares Maximum Alibaba Health shares deliverable upon full exchange after adjustment
2026 Alibaba Health final dividend RMB0.0595 per AH Share Final dividend for year ended March 31, 2026
2026 Alibaba Health special dividend RMB0.1352 per AH Share Special dividend for year ended March 31, 2026
zero coupon exchangeable bonds financial
"HK$ 12.023 billion aggregate principal amount of zero coupon exchangeable bonds due 2032"
Exchange Price financial
"the Exchange Price of the 2025 Bonds has been adjusted from HK$6.23 per AH Share to HK$5.92"
Exchange Ratio financial
"the Exchange Ratio has been adjusted from 160,513.6 AH Shares per HK$1,000,000 principal"
The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.
weighted voting rights structure regulatory
"director nomination rights are categorized as a weighted voting rights structure (the “WVR structure”)"
American depositary shares financial
"Our American depositary shares (the “ADS”), each representing eight of our shares"
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

FAQ

What change did Alibaba (BABA) make to its 2025 exchangeable bonds?

Alibaba adjusted the Exchange Price of its 2025 zero coupon exchangeable bonds from HK$6.23 to HK$5.92 per Alibaba Health share and increased the Exchange Ratio per HK$1,000,000 principal amount, effective August 14, 2026.

Why were Alibaba’s (BABA) 2025 exchangeable bond terms adjusted?

The adjustment follows Alibaba Health’s approved 2026 dividends: a final dividend of RMB0.0595 per share and a special dividend of RMB0.1352 per share, triggering an anti-dilution adjustment under the bonds’ terms.

What is the new exchange ratio for Alibaba’s (BABA) 2025 bonds?

The Exchange Ratio increased from 160,513.6 to 168,918.9 Alibaba Health shares per HK$1,000,000 principal amount of the 2025 zero coupon exchangeable bonds, reflecting Alibaba Health’s declared dividends.

How many Alibaba Health shares are now deliverable under Alibaba’s (BABA) 2025 bonds?

After the adjustment, the maximum Alibaba Health shares deliverable upon full exchange of the 2025 bonds rise from 1,928,855,537 to 2,030,912,162, increasing total potential share delivery to bondholders.

What is the size of Alibaba’s (BABA) 2025 zero coupon exchangeable bond issue?

Alibaba previously issued HK$12.023 billion aggregate principal amount of zero coupon exchangeable bonds due 2032, exchangeable into ordinary shares of Alibaba Health listed on the Hong Kong Stock Exchange.

When did the exchange adjustment for Alibaba’s (BABA) 2025 bonds take effect?

The adjusted Exchange Price of HK$5.92 and Exchange Ratio of 168,918.9 Alibaba Health shares per HK$1,000,000 principal amount became effective on August 14, 2026.

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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

 

For the month of August, 2026

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 office)

 

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 with The Stock Exchange of Hong Kong Limited – Adjustment to the Exchange Rate of the Zero Coupon Exchangeable Bonds Due 2032

 

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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: August 14, 2026 By: /s/ Kevin Jinwei ZHANG
  Name:  Kevin Jinwei ZHANG
  Title:

Company Secretary 

 

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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, 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 (the “ADS”), 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))

 

ADJUSTMENT TO THE EXCHANGE RATE OF THE

ZERO COUPON EXCHANGEABLE BONDS DUE 2032

 

Reference is made to our announcements dated July 3, 2025 and July 4, 2025 (collectively, the “2025 Bonds Announcements”) in relation to our offering of HK$ 12.023 billion aggregate principal amount of zero coupon exchangeable bonds due 2032 (the “2025 Bonds”) by reference to the ordinary shares of Alibaba Health Information Technology Limited (“Alibaba Health”) that are listed on the Hong Kong Stock Exchange (HKEX: 0241) (“AH Shares”). Unless otherwise defined, all capitalized terms used in this announcement shall have the same meanings as defined in the 2025 Bonds Announcements.

 

Further reference is made to Alibaba Health’s (i) announcement dated May 14, 2026 of final results for the year ended March 31, 2026 in relation to, among other things, its Board’s recommendation, subject to approval by the shareholders of Alibaba Health, to pay a final dividend of RMB0.0595 per AH Share and a special dividend of RMB0.1352 per AH Share for the year ended March 31, 2026 (collectively, the “2026 AH Dividends”) and (ii) announcement dated August 7, 2026 of results of the annual general meeting held on August 7, 2026 in relation to, among other things, the approval of the 2026 AH Dividends by the shareholders of Alibaba Health.

 

We hereby announce that as a result of Alibaba Health’s declaration of the 2026 AH Dividends and pursuant to the terms and conditions of the 2025 Bonds, the Exchange Price of the 2025 Bonds has been adjusted from HK$6.23 per AH Share to HK$5.92 per AH Share and the Exchange Ratio has been adjusted from 160,513.6 AH Shares per HK$1,000,000 principal amount of 2025 Bonds to 168,918.9 AH Shares per HK$1,000,000 principal amount of 2025 Bonds, with effect from August 14, 2026.

 

Following the above adjustment, the number of AH Shares that we may exchange in full of the 2025 Bonds increased from 1,928,855,537 AH Shares to 2,030,912,162 AH Shares.

 

  By order of the Board
  Alibaba Group Holding Limited
  Kevin Jinwei ZHANG
  Secretary

 

Hong Kong, August 14, 2026

 

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.

 

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Filing Exhibits & Attachments

1 document