Cainiao files listing application with the Hong Kong Stock Exchange
The Board of Alibaba is pleased to announce that the Company intends to spin-off Cainiao by way of a separate listing of the Cainiao Shares on the Main Board of the Hong Kong Stock Exchange. A spin-off listing application has been submitted to the Hong Kong Stock Exchange.
It is currently proposed that the Proposed Spin-off will be effected by way of the Global Offering of the Cainiao Shares, comprising the Hong Kong Public Offering and the International Offering. Upon completion of the Proposed Spin-off, the Company will continue to hold more than 50% of the shareholdings in Cainiao and therefore Cainiao will remain as a subsidiary of the Company.
Details in respect of the Proposed Spin-off, including the size and structure of the Global Offering, the extent of the decrease in shareholding percentage of the Company in Cainiao, have not yet been finalised.
The Proposed Spin-off is subject to, among other things, the obtaining of an approval from the Listing Committee of the Hong Kong Stock Exchange for listing of, and permission to deal in, the
Cainiao Shares, the completion of the filing with the China Securities Regulatory Commission for the listing and offering of Cainiao Shares and the final decisions of the Board and of the board of
directors and shareholders of Cainiao, as applicable. Shareholders and potential investors of the Company should be aware that there is no assurance that the Proposed Spin-off will take place or
as to when it may take place. Shareholders and potential investors of the Company should therefore exercise caution when dealing in or investing in the securities of the Company.
Further announcement(s) will be made by the Company in relation to the Proposed Spin-off as and when appropriate.
REASONS FOR AND BENEFITS OF THE PROPOSED SPIN-OFF
The Board considers that the Proposed Spin-off will be beneficial to both the Company and Cainiao for the following reasons, among others:
(i) the Proposed Spin-off should enable investors to better value the Company with its focus on Alibaba Retained Group’s businesses;
(ii) the Proposed Spin-off should better reflect the value of Cainiao Group on its own merits and increase its operational and financial transparency through which investors will be able to appraise and assess the performance and potential of Cainiao Group separately and distinctly from those of Alibaba Retained Group;
(iii) Cainiao’s business will then appeal to an investor base that specializes in Cainiao Group’s businesses, which is different from the relatively more diverse business model of Alibaba
Retained Group’s operations; and (iv) the value of Cainiao Group is expected to be enhanced through the Proposed Spin-off which will in turn benefit the Company, as Cainiao’s controlling shareholder, and its shareholders as a whole, given that a listing of Cainiao on the Hong Kong Stock Exchange will: (a) enhance Cainiao Group’s standalone profile among its customers, suppliers and potential strategic partners, which will help Cainiao to be in a better position to negotiate and solicit more business; (b) enable Cainiao to directly and independently access both equity and debt capital markets in the future should the need arise, as well as further enhance its ability to secure bank credit facilities, which allows a more efficient deployment of Alibaba Retained Group’s financial resources; (c) provide clarity of the credit profile of Cainiao Group for rating agencies and financial institutions that wish to analyse and lend against the credit of the logistics services
businesses; and (d) lead to a more direct alignment of the responsibilities and accountability of the management of both the Company and Cainiao with their operating and financial
performance. This is expected to result in enhanced management focus, which will in turn improve decision-making processes in response to market changes and increase operating
efficiency.
