Page 5 of 11 – SEC Filing
Item 4. Purpose of Transaction
The Reporting Persons acquired the securities covered by this Schedule 13D for investment purposes and intend to review their investment in the Issuer on a continuous basis. Depending upon various factors, including but not limited to the Reporting Persons and the Issuers business, prospects and financial condition and other developments concerning the Reporting Persons and the Issuer, market conditions and other factors that the Reporting Persons may deem relevant to their investment decision, and, subject to the terms of the Shareholders Agreement (as defined below) and compliance with applicable laws, rules and regulations and the Issuers Articles (as defined below), the Reporting Persons may in the future take actions with respect to their investment in the Issuer as they deem appropriate, including changing their current intentions or increasing or decreasing their investment in the Issuer, with respect to any or all matters required to be disclosed in this Schedule 13D.
Ms. Wenhong Tong and Mr. Jun Chen (the Existing AGHL Directors), each an employee of AGHL, were appointed in 2014 and 2015, respectively, and continue to serve, as members of the board of directors of the Issuer (the Board). As directors of the Issuer, Ms. Tong and Mr. Chen may have influence over the corporate activities of the Issuer, including activities which may relate to transactions described in clauses (a) through (j) of Item 4 of Schedule 13D. The information set forth and/or incorporated by reference in Item 6 of this Schedule 13D is hereby incorporated by reference into this Item 4.
On September 25, 2017, Ali CN Investment Holding Limited (Ali CN), which is an affiliate of the Reporting Persons and an existing shareholder of Cainiao Smart Logistics Network Limited (Cainiao), agreed to acquire additional shares of Cainiao (the Cainiao Transaction). As reported in the Issuers prospectus on Form 424B4 filed on September 20, 2017, as of the closing of the IPO, Cainiao Smart Logistics Investment Limited (CIL), which is an affiliate of Cainiao, held 18,243,557 class B ordinary shares, par value US$0.01 per share, of the Issuer (such class of shares, Class B Ordinary Shares and, such Class B Ordinary Shares held by CIL, the CIL Class B Ordinary Shares). Upon the closing of the Cainiao Transaction, Ali CN will own a majority of the shares of Cainiao and become Cainiaos controlling shareholder. Accordingly, upon the closing of the Cainiao Transaction, the Reporting Persons will be deemed to beneficially own the CIL Class B Ordinary Shares.
Other than as set forth in this Schedule 13D, the Reporting Persons have no present plans or proposals which relate to or would result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D; provided that the Reporting Persons may, at any time, review or reconsider their position with respect to the Issuer and reserve the right to develop such plans or proposals.
Item 5. Interest in Securities of the Issuer
(a)-(b) The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference into this Item 5.
Except as disclosed in this Schedule 13D, none of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedule A-1 or A-2 hereto, beneficially owns any Class A Ordinary Shares or has the right to acquire any Class A Ordinary Shares.
Except as disclosed in this Schedule 13D, none of the Reporting Persons presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Class A Ordinary Shares which it may be deemed to beneficially own.
(c) On September 22, 2017, AIL consummated the IPO Subscription. The information set forth in Item 3 of this Schedule 13D is hereby incorporated by reference into this Item 5. Except as disclosed in this Schedule 13D, none of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Schedule A-1 or A-2 hereto, has effected any transactions relating to the Class A Ordinary Shares during the past 60 days.
(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.
(e) Not applicable.
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