UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)*

 

Perfect Corp.
(Name of Issuer)

Class A ordinary shares, par value $0.10 per share
(Title of Class of Securities)

G7006A109
(CUSIP Number)

January 29, 2024
(Date of Event Which Requires Filing of this Statement)

  

Check the appropriate box to designate the rule pursuant to which this schedule is filed:

 

¨ Rule 13d-1(b)

 

¨ Rule 13d-1(c)

 

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.

 

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).

 

 

 

 

CUSIP No. G7006A109  

 

1. NAME OF REPORTING PERSON:
Alibaba Group Holding Limited
   
  (a) ¨
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
  (b) ¨
3. SEC USE ONLY  
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
   

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
4,419,823 class A ordinary shares*
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
4,419,823 class A ordinary shares*

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,419,823 class A ordinary shares*
   
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES ¨
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%**  
   
12. TYPE OF REPORTING PERSON
CO

  

*Represents class A ordinary shares held as of the date hereof by Taobao China Holding Limited, a wholly-owned subsidiary of Taobao Holding Limited, which is a wholly-owned subsidiary of Alibaba Group Holding Limited. As of December 31, 2023, Taobao China Holding Limited held 10,801,694 class A ordinary shares.

 

**The percentage used in this Schedule 13G is calculated based on 85,059,953 class A ordinary shares of Perfect Corp. (the “Issuer”) issued and outstanding as reported on the Issuer’s press release dated December 28, 2023 and filed with the Securities and Exchange Commission (“SEC”) as Exhibit (a)(5)(C) to the Issuer’s Amendment No. 4 of the Schedule TO-I filed by Issuer on December 28, 2023.

 

 

 

 

CUSIP No. G7006A109  

 

1. NAME OF REPORTING PERSON:
Taobao Holding Limited
   
  (a) ¨
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
  (b) ¨
3. SEC USE ONLY  
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
   

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
4,419,823 class A ordinary shares*
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
4,419,823 class A ordinary shares*

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,419,823 class A ordinary shares*
   
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES ¨
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%**  
   
12. TYPE OF REPORTING PERSON
CO

 

*Represents class A ordinary shares held as of the date hereof by Taobao China Holding Limited, a wholly-owned subsidiary of Taobao Holding Limited. As of December 31, 2023, Taobao China Holding Limited held 10,801,694 class A ordinary shares.

 

**The percentage used in this Schedule 13G is calculated based on 85,059,953 class A ordinary shares of the Issuer issued and outstanding as reported on the Issuer’s press release dated December 28, 2023 and filed with the SEC as Exhibit (a)(5)(C) to the Issuer’s Amendment No. 4 of the Schedule TO-I filed by Issuer on December 28, 2023.

 

 

 

 

CUSIP No. G7006A109  

 

1. NAME OF REPORTING PERSON:
Taobao China Holding Limited
   
  (a) ¨
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
  (b) ¨
3. SEC USE ONLY  
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
   

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
4,419,823 class A ordinary shares*
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
4,419,823 class A ordinary shares*

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,419,823 class A ordinary shares*
   
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES ¨
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%**  
   
12. TYPE OF REPORTING PERSON
CO

  

*Represents class A ordinary shares held as of the date hereof by Taobao China Holding Limited. As of December 31, 2023, Taobao China Holding Limited held 10,801,694 class A ordinary shares.

 

**The percentage used in this Schedule 13G is calculated based on 85,059,953 class A ordinary shares of the Issuer issued and outstanding as reported on the Issuer’s press release dated December 28, 2023 and filed with the SEC as Exhibit (a)(5)(C) to the Issuer’s Amendment No. 4 of the Schedule TO-I filed by Issuer on December 28, 2023.

 

 

 

 

CUSIP No. G7006A109  

SCHEDULE 13G

  

       Item 1(a)Name of Issuer:

 

Perfect Corp.

 

  1(b)Address of Issuer's Principal Executive Offices:

 

14F, No. 98 Minquan Road, Xindian District, New Taipei City 231, Taiwan

 

       Item 2(a)Name of Person Filing:

 

Alibaba Group Holding Limited

 

Taobao Holding Limited

 

Taobao China Holding Limited

 

The shares reported herein are directly held by Taobao China Holding Limited. Taobao China Holding Limited is a wholly-owned subsidiary of Taobao Holding Limited, which is a wholly-owned subsidiary of Alibaba Group Holding Limited. Accordingly, Taobao Holding Limited and Alibaba Group Holding Limited may be deemed to indirectly beneficially own the securities of the Issuer held by Taobao China Holding Limited.

 

  2(b)Address of Principal Business Office or, if none, Residence:

 

For each of the Reporting Persons: c/o Alibaba Group Services Limited, 26/F Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong.

 

  2(c)Citizenship:

 

Alibaba Group Holding Limited: Cayman Islands

 

Taobao Holding Limited: Cayman Islands

 

Taobao China Holding Limited: Hong Kong

 

  2(d)Title of Class of Securities: Class A ordinary shares, par value $0.10 per share

  

Page 5 of 8

 

 

 

  2(e)CUSIP Number: G7006A109

 

Item 3For statements filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c):

Not applicable.

 

Item 4Ownership:

 

4(a)The information required by Item 4(a) is set forth in Row (9) of the cover page for each Reporting Person and is incorporated herein by reference.

  

  4(b) Percent of class determined is based on 85,059,953 class A ordinary shares of the Issuer issued and outstanding as reported on the Issuer’s press release dated December 28, 2023 and filed with the SEC as Exhibit (a)(5)(C) to the Issuer’s Amendment No. 4 of the Schedule TO-I filed by Issuer on December 28, 2023.

 

The information required by Item 4(b) is set forth in Row (11) on the cover page for each Reporting Person and is incorporated herein by reference.

 

As of the date hereof, Taobao China Holding Limited directly owned 4,419,823 class A ordinary shares of the Issuer. Taobao China Holding Limited is a wholly-owned subsidiary of Taobao Holding Limited, which is a wholly-owned subsidiary of Alibaba Group Holding Limited. Accordingly, Alibaba Group Holding Limited may be deemed to beneficially own 4,419,823 class A ordinary shares of the Issuer, representing 5.2% of the Issuer’s class A ordinary shares.

 

4(c)The information required by Item 4(c) is set forth in Rows (5)-(8) of the cover page for each Reporting Person and is incorporated herein by reference.

 

Item 5Ownership of Five Percent or Less of a Class: Not Applicable.

 

Item 6Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable.

 

Item 7Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable.

 

Item 8Identification and Classification of Members of the Group: Not Applicable.

 

Item 9Notice of Dissolution of Group: Not Applicable.

 

Item 10Certification: Not Applicable.

 

Page 6 of 8

 

  

CUSIP No. G7006A109

 

SIGNATURES

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: January 29, 2024

 

  ALIBABA GROUP HOLDING LIMITED
   
  By: /s/ Kevin Jinwei ZHANG
    Name: Kevin Jinwei ZHANG
    Title: Company Secretary
   
  TAOBAO HOLDING LIMITED
   
  By: /s/ Kevin Jinwei ZHANG
    Name: Kevin Jinwei ZHANG
    Title: Director
   
  TAOBAO CHINA HOLDING LIMITED
   
  By: /s/ Kevin Jinwei ZHANG
    Name: Kevin Jinwei ZHANG
    Title: Director

 

Page 7 of 8

 

 

EXHIBIT INDEX

 

Exhibit No. Description
1 Joint Filing Agreement

  

Page 8 of 8

 

 

 

 

CUSIP No. G7006A109 EXHIBIT 1

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is annexed as Exhibit 1, and any amendments thereto, is and will be filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.

 

Date: January 29, 2024

 

  ALIBABA GROUP HOLDING LIMITED
   
  By: /s/ Kevin Jinwei ZHANG
    Name: Kevin Jinwei ZHANG
    Title: Company Secretary
   
  TAOBAO HOLDING LIMITED
   
  By: /s/ Kevin Jinwei ZHANG
    Name: Kevin Jinwei ZHANG
    Title: Director
   
  TAOBAO CHINA HOLDING LIMITED
   
  By: /s/ Kevin Jinwei ZHANG
    Name: Kevin Jinwei ZHANG
    Title: Director

 

 

 

 


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