What changed in Alibaba Group Holding Ltd's 2024 10-K compared to 2023?

Across the narrative sections we track, Alibaba Group Holding Ltd (BABA) added 1121 paragraphs, removed 1171, and edited 867 between the 2023 and 2024 10-K filings. The biggest movers are Item 2. Properties (+440/−459), Item 4. Mine Safety Disclosures (+333/−337), Item 5. Market for Registrant's Common Equity (+273/−298).

What changed in Alibaba Group Holding Ltd's MD&A (Item 7) in 2024?

Item 7 Management's Discussion & Analysis shows 75 new/edited paragraphs and 77 removed paragraphs year-over-year. Read the side-by-side diff to see exactly which revenue, margin, and outlook commentary was rewritten.

Where does this BABA 10-K diff come from?

The source filings are Alibaba Group Holding Ltd's official 2023 and 2024 Form 20-F annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in Alibaba Group Holding Ltd's 20-F — 2023 vs 2024

Paragraph-level year-over-year comparison of Alibaba Group Holding Ltd's 2023 and 2024 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+1121 added−1171 removedSource: 20-F (2024-05-23) vs 20-F (2023-07-21)

Top changes in Alibaba Group Holding Ltd's 2024 20-F

1121 paragraphs added · 1171 removed · 867 edited across 4 sections

Item 2. Properties+440 / −459 · 373 edited
Item 4. Mine Safety Disclosures+333 / −337 · 221 edited
Item 5. Market for Registrant's Common Equity+273 / −298 · 211 edited
Item 7. Management's Discussion & Analysis+75 / −77 · 62 edited

Item 2. Properties

Properties — owned and leased real estate

373 edited+67 added−86 removed588 unchanged

2023 filing

2024 filing

Biggest changeFor the year ended March 31, 2023 Parent Other Subsidiaries and Consolidated Entities Major VIEs and their Subsidiaries Primary Beneficiaries of Major VIEs Eliminations Consolidated Total RMB RMB RMB RMB RMB RMB US$ (in millions) Revenue from third parties — 709,421 88,121 71,145 — 868,687 126,491 Revenue from group companies — 29,159 5,671 136,113 (170,943 ) — — Total cost and expenses (846 ) (763,158 ) (97,402 ) (1) (168,473 ) 261,543 (768,336 ) (111,879 ) Income from subsidiaries and VIEs 84,000 100,379 — 3,031 (187,410 ) — — Income (loss) from operations 83,154 75,801 (3,610 ) 41,816 (96,810 ) 100,351 14,612 Other income and expenses (10,645 ) 11,003 6,557 72,519 (90,600 ) (11,166 ) (1,626 ) Income tax expenses — (6,551 ) 117 (9,115 ) — (15,549 ) (2,264 ) Share of results of equity method investees — (3,176 ) (46 ) (4,841 ) — (8,063 ) (1,174 ) Net income 72,509 77,077 3,018 100,379 (187,410 ) 65,573 9,548 Net loss attributable to noncontrolling interests — 7,197 13 — — 7,210 1,050 Accretion of mezzanine equity — (274 ) — — — (274 ) (40 ) Net income attributable to ordinary shareholders 72,509 84,000 3,031 100,379 (187,410 ) 72,509 10,558 For the year ended March 31, 2022 Parent Other Subsidiaries and Consolidated Entities Major VIEs and their Subsidiaries Primary Beneficiaries of Major VIEs Eliminations Consolidated Total RMB RMB RMB RMB RMB RMB (in millions) Revenue from third parties — 691,997 87,337 73,728 — 853,062 Revenue from group companies — 75,610 8,485 160,947 (245,042 ) — Total cost and expenses (444 ) (771,883 ) (96,262 ) (1) (189,014 ) 274,179 (783,424 ) Income from subsidiaries and VIEs 63,745 81,515 — 5,284 (150,544 ) — Income (loss) from operations 63,301 77,239 (440 ) 50,945 (121,407 ) 69,638 Other income and expenses (1,342 ) (27,923 ) 5,227 43,087 (29,137 ) (10,088 ) Income tax expenses — (15,506 ) (258 ) (11,051 ) — (26,815 ) Share of results of equity method investees — 15,055 755 (1,466 ) — 14,344 Net income 61,959 48,865 5,284 81,515 (150,544 ) 47,079 Net loss attributable to noncontrolling interests — 15,170 — — — 15,170 Accretion of mezzanine equity — (290 ) — — — (290 ) Net income attributable to ordinary shareholders 61,959 63,745 5,284 81,515 (150,544 ) 61,959 6 Table of Contents For the year ended March 31, 2021 Parent Other Subsidiaries and Consolidated Entities Major VIEs and their Subsidiaries Primary Beneficiaries of Major VIEs Eliminations Consolidated Total RMB RMB RMB RMB RMB RMB (in millions) Revenue from third parties — 563,077 71,455 82,757 — 717,289 Revenue from group companies — 85,667 10,854 165,263 (261,784 ) — Total cost and expenses (614 ) (658,139 ) (83,164 ) (1) (178,855 ) 293,161 (627,611 ) Income from subsidiaries and VIEs 150,515 107,740 — 3,362 (261,617 ) — Income (loss) from operations 149,901 98,345 (855 ) 72,527 (230,240 ) 89,678 Other income and expenses 407 47,377 5,940 53,553 (31,377 ) 75,900 Income tax expenses — (16,959 ) (1,249 ) (11,070 ) — (29,278 ) Share of results of equity method investees — 14,825 (571 ) (7,270 ) — 6,984 Net income 150,308 143,588 3,265 107,740 (261,617 ) 143,284 Net loss attributable to noncontrolling interests — 7,197 97 — — 7,294 Accretion of mezzanine equity — (270 ) — — — (270 ) Net income attributable to ordinary shareholders 150,308 150,515 3,362 107,740 (261,617 ) 150,308 Note: (1) These include technical service fee incurred by major VIEs and their subsidiaries for exclusive technical service provided by primary beneficiaries of major VIEs to major VIEs and their subsidiaries in the amounts of RMB18,698 million, RMB17,225 million and RMB15,445 million (US$2,249 million) for the years ended March 31, 2021, 2022 and 2023, respectively.

Biggest changeFor the year ended March 31, 2024 Parent Other Subsidiaries and Consolidated Entities Major VIEs and their Subsidiaries Primary Beneficiaries of Major VIEs Eliminations Consolidated Total RMB RMB RMB RMB RMB RMB US$ (in millions) Revenue from third parties — 782,497 90,662 68,009 — 941,168 130,350 Revenue from group companies — 11,731 8,595 192,994 (213,320 ) — — Total cost and expenses (327 ) (845,402 ) (103,992 ) (1) (157,042 ) 278,945 (827,818 ) (114,651 ) Income (loss) from subsidiaries and VIEs 86,057 123,181 — (3,093 ) (206,145 ) — — Income (loss) from operations 85,730 72,007 (4,735 ) 100,868 (140,520 ) 113,350 15,699 Other income and expenses (5,989 ) 24,387 31 35,442 (65,625 ) (11,754 ) (1,628 ) Income tax (expenses) credit — (6,890 ) 1,428 (17,067 ) — (22,529 ) (3,120 ) Share of results of equity method investees — (11,656 ) (17 ) 3,938 — (7,735 ) (1,072 ) Net income (loss) 79,741 77,848 (3,293 ) 123,181 (206,145 ) 71,332 9,879 Net loss attributable to noncontrolling interests — 8,477 200 — — 8,677 1,202 Accretion of mezzanine equity — (268 ) — — — (268 ) (37 ) Net income (loss) attributable to ordinary shareholders 79,741 86,057 (3,093 ) 123,181 (206,145 ) 79,741 11,044 For the year ended March 31, 2023 Parent Other Subsidiaries and Consolidated Entities Major VIEs and their Subsidiaries Primary Beneficiaries of Major VIEs Eliminations Consolidated Total RMB RMB RMB RMB RMB RMB (in millions) Revenue from third parties — 709,421 88,121 71,145 — 868,687 Revenue from group companies — 29,159 5,671 136,113 (170,943 ) — Total cost and expenses (846 ) (763,158 ) (97,402 ) (1) (168,473 ) 261,543 (768,336 ) Income from subsidiaries and VIEs 84,000 100,379 — 3,031 (187,410 ) — Income (loss) from operations 83,154 75,801 (3,610 ) 41,816 (96,810 ) 100,351 Other income and expenses (10,645 ) 11,003 6,557 72,519 (90,600 ) (11,166 ) Income tax (expenses) credit — (6,551 ) 117 (9,115 ) — (15,549 ) Share of results of equity method investees — (3,176 ) (46 ) (4,841 ) — (8,063 ) Net income 72,509 77,077 3,018 100,379 (187,410 ) 65,573 Net loss attributable to noncontrolling interests — 7,197 13 — — 7,210 Accretion of mezzanine equity — (274 ) — — — (274 ) Net income attributable to ordinary shareholders 72,509 84,000 3,031 100,379 (187,410 ) 72,509 6 Table of Contents For the year ended March 31, 2022 Parent Other Subsidiaries and Consolidated Entities Major VIEs and their Subsidiaries Primary Beneficiaries of Major VIEs Eliminations Consolidated Total RMB RMB RMB RMB RMB RMB (in millions) Revenue from third parties — 691,997 87,337 73,728 — 853,062 Revenue from group companies — 75,610 8,485 160,947 (245,042 ) — Total cost and expenses (444 ) (771,883 ) (96,262 ) (1) (189,014 ) 274,179 (783,424 ) Income from subsidiaries and VIEs 63,745 81,515 — 5,284 (150,544 ) — Income (loss) from operations 63,301 77,239 (440 ) 50,945 (121,407 ) 69,638 Other income and expenses (1,342 ) (27,923 ) 5,227 43,087 (29,137 ) (10,088 ) Income tax expenses — (15,506 ) (258 ) (11,051 ) — (26,815 ) Share of results of equity method investees — 15,055 755 (1,466 ) — 14,344 Net income 61,959 48,865 5,284 81,515 (150,544 ) 47,079 Net loss attributable to noncontrolling interests — 15,170 — — — 15,170 Accretion of mezzanine equity — (290 ) — — — (290 ) Net income attributable to ordinary shareholders 61,959 63,745 5,284 81,515 (150,544 ) 61,959 Note: (1) These include technical service fee incurred by major VIEs and their subsidiaries for exclusive technical service provided by primary beneficiaries of major VIEs to major VIEs and their subsidiaries in the amounts of RMB17,225 million, RMB15,445 million and RMB11,689 million (US$1,619 million) for the years ended March 31, 2022, 2023 and 2024, respectively.

Risk Factors — Risks Related to Our Business and Industry — We are subject to a broad range of laws and regulations, and future laws and regulations may impose additional requirements and other obligations that could materially and adversely affect our business, financial condition and results of operations, as well as the trading prices of our ADSs, Shares and/or other securities.” 10 Table of Contents Furthermore, if the PRC government determines that the contractual arrangements constituting part of the VIE structure adopted by us do not comply with PRC regulations, or if these regulations change or are interpreted differently in the future, our securities may decline in value or become worthless if the determinations, changes, or interpretations result in our inability to assert contractual control over the assets of our consolidated subsidiaries and the VIEs in China that conduct a significant portion of our business operations.

Risk Factors — Risks Related to Our Business and Industry — We are subject to a broad range of laws and regulations, and future laws and regulations may impose additional requirements and other obligations that 10 Table of Contents could materially and adversely affect our business, financial condition and results of operations, as well as the trading prices of our ADSs, Shares and/or other securities.” Furthermore, if the PRC government determines that the contractual arrangements constituting part of the VIE structure adopted by us do not comply with PRC regulations, or if these regulations change or are interpreted differently in the future, our securities may decline in value or become worthless if the determinations, changes, or interpretations result in our inability to assert contractual control over the assets of our consolidated subsidiaries and the VIEs in China that conduct a significant portion of our business operations.

In addition, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all, and which may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until after the occurrence of the violation.

Operating Results — Factors Affecting Our Results of Operations — Our Ability to Create Value for Our Users and Generate Revenue.” Revenue growth is also affected by competition and other factors that may not be within our control, including the macroeconomic environment, inflation, disruptions to the economy and business operations from pandemics, natural disasters, armed conflicts or other events, as well as the geopolitical landscape and government policies.

Operating Results — Factors Affecting Our Results of Operations — Our Ability to Create Value for Our Users and Generate Revenue.” Our growth is also affected by competition and other factors that may not be within our control, including the macroeconomic environment, inflation, disruptions to the economy and business operations from pandemics, natural disasters, armed conflicts or other events, as well as the geopolitical landscape and government policies.

As a Cayman Islands company with the substantial majority of our subsidiaries and operations outside of the U.S., UK and EU, we are generally not required to comply with U.S., UK, and EU sanctions to the same extent as U.S., UK or EU entities.

As a Cayman Islands company with the substantial majority of our subsidiaries and operations outside of the U.S., the UK and the EU, we are generally not required to comply with U.S., UK, and EU sanctions to the same extent as U.S., UK or EU entities.

However, for companies like us, our U.S., UK, and EU subsidiaries, employees who are U.S. persons or UK or EU nationals, activities in the U.S., UK, or EU, activities involving U.S.-origin goods, technology or services, and certain conduct or dealings, among other activities, are subject to applicable sanctions requirements.

However, for companies like us, our U.S., UK, and EU subsidiaries, employees who are U.S. persons or UK or EU nationals, activities in the U.S., the UK, or the EU, activities involving U.S.-origin goods, technology or services, and certain conduct or dealings, among other activities, are subject to applicable sanctions requirements.

An occurrence of a widespread health epidemic or other outbreaks or natural disasters could have a material adverse effect on our business, financial condition and results of operations.

An occurrence of natural disasters or a widespread health epidemic or other outbreaks could have a material adverse effect on our business, financial condition and results of operations.

Certain providers of generative AI services shall also conduct security assessment and complete certain filings in accordance with the Administrative Provisions on Internet Information Service Algorithm Recommendation. Non-compliance with the Interim Measures on Generative AI services may subject generative AI services providers to penalties, including warning, public denouncement, rectification orders and suspension of the provision of relevant services.

Providers of generative AI services shall also conduct security assessment and complete certain filings in accordance with the Administrative Provisions on Internet Information Service Algorithm Recommendation. Non-compliance with the Interim Measures on Generative AI Services may subject generative AI services providers to penalties, including warning, public denouncement, rectification orders and suspension of the provision of relevant services.

Under the M&A Rules, the approval of MOFCOM must be obtained in circumstances where overseas companies established or controlled by PRC enterprises or residents acquire domestic companies affiliated with PRC enterprises or residents. Applicable PRC laws, rules and regulations also require certain merger and acquisition transactions to be subject to security review.

Under the M&A Rules, the approval of the MOFCOM must be obtained in circumstances where overseas companies established or controlled by PRC enterprises or residents acquire domestic companies affiliated with PRC enterprises or residents. Applicable PRC laws, rules and regulations also require certain merger and acquisition transactions to be subject to security review.

For example, PRC regulatory authorities promulgated several regulations on livestreaming activities, including the Administrative Measures on Online Livestreaming Marketing (Trial), which came into effect on May 25, 2021, which require livestreaming platforms to take actions such as limiting traffic and suspending livestreaming involving illegal high-risk marketing activities, and prominently alert users of the risks involved in transactions that are conducted outside livestreaming platforms.

For example, PRC regulatory authorities promulgated several regulations on livestreaming activities, including the Administrative Measures on Online Livestreaming Marketing (Trial) that came into effect on May 25, 2021, which require livestreaming platforms to take actions such as limiting traffic and suspending livestreaming involving illegal high-risk marketing activities, and prominently alert users of the risks involved in transactions that are conducted outside livestreaming platforms.

Organizational Structure — Contractual Arrangements among Our Subsidiaries, Variable Interest Entities and the Variable Interest Entity Equity Holders.” Our ADSs and ordinary shares are equity securities of a Cayman Islands holding company rather than equity securities of our subsidiaries and the VIEs.

Organizational Structure—Contractual Arrangements among Our Subsidiaries, the Variable Interest Entities and Variable Interest Entity Equity Holders.” Our ADSs and ordinary shares are equity securities of a Cayman Islands holding company rather than equity securities of our subsidiaries and the VIEs.

Furthermore, on December 19, 2020, the NDRC and MOFCOM promulgated the Foreign Investment Security Review Measures, which took effect on January 18, 2021.

Furthermore, on December 19, 2020, the NDRC and the MOFCOM promulgated the Foreign Investment Security Review Measures, which took effect on January 18, 2021.

If the VIE structure adopted by us were to be deemed as a method of foreign investment under any future laws, regulations and rules, and if any of our business operations were to fall under the “Negative List” for foreign investment, we would need to take further actions in order to comply with these laws, regulations and rules, which may materially and adversely affect our current corporate structure, business, financial condition and results of operations.

For a description of these contractual arrangements, see “Item 4. Information on the Company — C. Organizational Structure — Contractual Arrangements among Our Subsidiaries, Variable Interest Entities and the Variable Interest Entity Equity Holders.” These contractual arrangements may not be as effective as direct ownership in providing us with control over the VIEs.

For a description of these contractual arrangements, see “Item 4. Information on the Company — C. Organizational Structure — Contractual Arrangements among Our Subsidiaries, the Variable Interest Entities and Variable Interest Entity Equity Holders.” These contractual arrangements may not be as effective as direct ownership in providing us with control over the VIEs.

Under PRC law, if the losing parties fail to carry out the arbitration awards or court judgments within a prescribed time limit, the prevailing parties may only enforce the arbitration awards or court judgments in PRC courts, which would require additional expense and delay.

Therefore, it is possible that our existing operations may be found not to be in full compliance with relevant laws and regulations in the future.

These laws and regulations can be complex and stringent, and many are subject to change and uncertain interpretation, which could result in claims, change to our data and other business practices, regulatory investigations, penalties, increased cost of operations, or declines in user growth or engagement, or otherwise affect our business.

On December 29, 2022, the United States enacted the Consolidated Appropriations Act, 2023, which amended the HFCA Act to require the SEC to prohibit an issuer’s securities from trading in the United States if its auditor is not subject to PCAOB inspections for two consecutive “non-inspection” years instead of three.

Delisting of our ADSs would force our U.S.-based shareholders to sell their ADSs or convert them into Shares listed in Hong Kong. Although we are listed in Hong Kong, investors may face difficulties in migrating their underlying ordinary shares to Hong Kong, or may have to incur increased costs or suffer losses in order to do so.

The software enterprise qualification is subject to an annual assessment. A qualified encouraged key software enterprise is entitled to a five-year enterprise income tax exemption beginning from the first profit-making calendar year and its applicable enterprise income tax rate for the following calendar year is 10%.

Shareholder protection through actions by the SEC, DOJ and other U.S. authorities also may be limited. As a foreign private issuer in the United States, we are permitted to and we will, rely on exemptions from certain NYSE corporate governance standards applicable to domestic U.S. issuers. This may afford less protection to holders of our ADSs.

Shareholder protection through actions by the SEC, the DOJ and other U.S. authorities also may be limited. As a foreign private issuer in the United States, we are permitted to and we will, rely on exemptions from certain NYSE corporate governance standards applicable to domestic U.S. issuers. This may afford less protection to holders of our ADSs.

See “— Risks Related to Doing Business in the People’s Republic of China — Our ADSs will be delisted and our ADSs and shares prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, as amended, if the PCAOB is unable to inspect or investigate completely auditors located in China.” Export control, economic or trade sanctions and a heightened trend towards trade and technology “de-coupling” and “de-risking” could negatively affect our business operations and subject us to regulatory investigations, fines, penalties or other actions and reputational harm, which could materially and adversely affect our competitiveness and business operations, as well as the trading prices of our ADSs, Shares and/or other securities.

Risks and uncertainties related to doing business in the PRC include risks and uncertainties associated with the following: • changes and developments in the political and economic policies of the PRC government, including but not limited to that the PRC government may intervene in or influence our operations through adopting and enforcing rules and regulatory requirements, which may evolve quickly with little advance notice (see “— Risks Related to Doing Business in the People’s Republic of China — There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations, and changes in policies, laws, rules and regulations in the PRC could adversely affect us” on page 55 of this annual report); • uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations, including but not limited to actions the PRC government may take to exert more oversight and control over offerings that are 15 Table of Contents conducted overseas and/or foreign investment in China-based issuers, which could significantly limit or completely hinder our and our subsidiaries' ability to offer securities to investors and cause our securities to decline in value or become worthless (see “— Risks Related to Doing Business in the People’s Republic of China — There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations, and changes in policies, laws, rules and regulations in the PRC could adversely affect us” on page 55 of this annual report); • PCAOB’s ability to inspect our auditor in relation to their audit work performed for our financial statements and potential delisting of our ADSs from the U.S. pursuant to the HFCA Act (see “— Risks Related to Doing Business in the People’s Republic of China — The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements, and the inability of the PCAOB to conduct inspections over our auditor in the future may deprive our investors of the benefits of such inspections” and “— Our ADSs will be delisted and our ADSs and shares prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, as amended, if the PCAOB is unable to inspect or investigate completely auditors located in China” on page 55 through 56 and page 56 through 57 of this annual report); • PRC regulations relating to investments in offshore companies and employee equity incentive plans (see “— Risks Related to Doing Business in the People’s Republic of China — PRC regulations relating to investments in offshore companies by PRC residents may subject our PRC-resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries or limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits” and “— Any failure to comply with PRC regulations regarding our employee equity incentive plans may subject the PRC participants in the plans, us or our overseas and PRC subsidiaries to fines and other legal or administrative sanctions” on page 57 and page 57 through 58 of this annual report); • our reliance on dividends, loans and other distributions on equity paid by our operating subsidiaries in China, the risk that interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries, or the VIEs by the PRC government to transfer cash or assets that are in a business in the PRC or in a PRC entity may limit our ability to fund operations or for other use outside of the PRC and fluctuations in exchange rates (see “— Risks Related to Doing Business in the People’s Republic of China — We rely to a significant extent on dividends, loans and other distributions on equity paid by our operating subsidiaries in China” on page 58 of this annual report); • the potential impact of PRC laws and regulations related to Internet advertisement (see “— Risks Related to Doing Business in the People’s Republic of China — P4P services are considered, in part, to involve Internet advertisement, which subjects us to other laws, rules and regulations as well as additional obligations” on page 58 through 59 of this annual report); • the possibility that we may be subject to PRC income tax on our global income, and potential discontinuation of preferential tax treatments we currently enjoy (see “— Risks Related to Doing Business in the People’s Republic of China — We may be treated as a resident enterprise for PRC tax purposes under the PRC Enterprise Income Tax Law, and we may therefore be subject to PRC income tax on our global income” on page 59 of this annual report); • the possibility that dividends payable to foreign investors and gains on the sale of our securities by our foreign investors may become subject to PRC taxation, and uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises or other assets attributed to a PRC establishment of a non-PRC company (see “— Risks Related to Doing Business in the People’s Republic of China — Dividends payable to foreign investors and gains on the sale of our ADSs and/ or ordinary shares by our foreign investors may become subject to PRC taxation” on page 59 of this annual report); and • risks relating to the approval, filing or other requirements of PRC regulatory authorities in connection with future issuance of securities overseas (see “— Risks Related to Doing Business in the People’s Republic of China — The approval, filing or other requirements of the CSRC or other PRC regulatory authorities may be required under PRC law in connection with any future issuance of securities overseas, and, if required, we cannot predict whether or for how long we or our subsidiaries will be able to obtain such approval or complete such filing” on page 61 through 62 of this annual report).

Risks and uncertainties related to doing business in the PRC include risks and uncertainties associated with the following: 15 Table of Contents • changes and developments in the political and economic policies of the PRC government, including but not limited to that the PRC government may intervene in or influence our operations through adopting and enforcing rules and regulatory requirements, which may evolve quickly with little advance notice (see “— Risks Related to Doing Business in the People’s Republic of China — There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations, and changes in policies, laws, rules and regulations in the PRC could adversely affect us” on page 55 through 56 of this annual report); • uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations, including but not limited to actions the PRC government may take to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, which could significantly limit or completely hinder our and our subsidiaries' ability to offer securities to investors and cause our securities to decline in value or become worthless (see “— Risks Related to Doing Business in the People’s Republic of China — There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations, and changes in policies, laws, rules and regulations in the PRC could adversely affect us” on page 55 through 56 of this annual report); • PCAOB’s ability to inspect our auditors in relation to their audit work performed for our financial statements and potential delisting of our ADSs from the U.S. pursuant to the HFCA Act (see “— Risks Related to Doing Business in the People’s Republic of China — The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements, and the inability of the PCAOB to conduct inspections over our auditor in the future may deprive our investors of the benefits of such inspections” and “— Our ADSs will be delisted and our ADSs and shares prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, as amended, if the PCAOB is unable to inspect or investigate completely auditors located in China” on page 56 and page 56 through 57 of this annual report); • PRC regulations relating to investments in offshore companies and employee equity incentive plans (see “— Risks Related to Doing Business in the People’s Republic of China — PRC regulations relating to investments in offshore companies by PRC residents may subject our PRC-resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries or limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits” and “— Any failure to comply with PRC regulations regarding our or our subsidiaries’ employee equity incentive plans may subject the PRC participants in the plans, us or our overseas and PRC subsidiaries to fines and other legal or administrative sanctions” on page 57 through 58 and page 58 of this annual report); • our reliance on dividends, loans and other distributions on equity paid by our operating subsidiaries in China, the risk that interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries, or the VIEs by the PRC government to transfer cash or assets that are in a business in the PRC or in a PRC entity may limit our ability to fund operations or for other use outside of the PRC and fluctuations in exchange rates (see “— Risks Related to Doing Business in the People’s Republic of China — We rely to a significant extent on dividends, loans and other distributions on equity paid by our operating subsidiaries in China” on page 58 through 59 of this annual report); • the potential impact of PRC laws and regulations related to Internet advertisement (see “— Risks Related to Doing Business in the People’s Republic of China — P4P services are considered, in part, to involve Internet advertisement, which subjects us to other laws, rules and regulations as well as additional obligations” on page 59 of this annual report); • the possibility that we may be subject to PRC income tax on our global income, and potential discontinuation of preferential tax treatments we currently enjoy (see “— Risks Related to Doing Business in the People’s Republic of China — We may be treated as a resident enterprise for PRC tax purposes under the PRC Enterprise Income Tax Law, and we may therefore be subject to PRC income tax on our global income” on page 59 of this annual report); • the possibility that dividends payable to foreign investors and gains on the sale of our securities by our foreign investors may become subject to PRC taxation, and uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises or other assets attributed to a PRC establishment of a non-PRC company (see “— Risks Related to Doing Business in the People’s Republic of China — Dividends payable to foreign investors and gains on the sale of our ADSs and/ or ordinary shares by our foreign investors may become subject to PRC taxation” on page 59 through 60 of this annual report); and • risks relating to the approval, filing or other requirements of PRC regulatory authorities in connection with future issuance of securities overseas (see “— Risks Related to Doing Business in the People’s Republic of China — 16 Table of Contents The approval, filing or other requirements of the CSRC or other PRC regulatory authorities may be required under PRC law in connection with any future issuance of securities overseas, and, if required, we cannot predict whether or for how long we or our subsidiaries will be able to obtain such approval or complete such filing” on page 62 through 63 of this annual report).

Moreover, the PRC government has recently strengthened the administration over illegal securities activities and the supervision on overseas listings by China-based companies and issued new filing obligations and approval requirements in connection with offshore offerings, which will increase our regulatory compliance costs and may limit or hinder our ability and the ability of our subsidiaries to offer or continue to offer securities to investors and cause the value of our securities, including our ADSs, to significantly decline or become worthless.

Moreover, the PRC government has strengthened the administration over illegal securities activities and the supervision on overseas listings by China-based companies and issued new filing obligations and approval requirements in connection with offshore offerings, which will increase our regulatory compliance costs and may limit or hinder our ability and the ability of our subsidiaries to offer or continue to offer securities to investors and cause the value of our securities, including our ADSs, to significantly decline or become worthless.

Due to our role as an operator of online marketplaces, we will also become subject to criminal liabilities or civil liabilities if we are found to have knowingly provided assistance or support, such as Internet access, server escrow or online storage services, commerce facilitation services, payment services or logistics services, or were negligent in not preventing, a third party from using our marketplaces and services to commit certain illegal activities, such as unauthorized sale of pharmaceuticals.

Due to our role as an operator of online marketplaces, we will also become subject to criminal liabilities or civil liabilities if we are found to have provided assistance or support, such as Internet access, server escrow or online storage services, commerce facilitation services, payment services or logistics services, or were negligent in not preventing, a third party from using our marketplaces and services to commit certain illegal activities, such as unauthorized sale of pharmaceuticals.

For our representative VIEs, these individuals are Daniel Yong Zhang, Jessie Junfang Zheng, Xiaofeng Shao, Zeming Wu and Fang Jiang (with respect to each of Zhejiang Taobao Network Co., Ltd., Zhejiang Tmall Network Co., Ltd., Hangzhou Alibaba Advertising Co., Ltd., Hangzhou Ali Venture Capital Co., Ltd., Shanghai Rajax Information Technology Co., Ltd. and Alibaba Cloud Computing Ltd.), and Jeff Jianfeng Zhang, Winnie Jia Wen, Jie Song, Yongxin Fang and Li Cheng (with respect to Alibaba Culture Entertainment Co., Ltd.).

For our representative VIEs, these individuals are Daniel Yong Zhang, Jessie Junfang Zheng, Xiaofeng Shao, Zeming Wu and Fang Jiang (with respect to each of Zhejiang Taobao Network Co., Ltd., Zhejiang Tmall Network Co., Ltd., Hangzhou Ali Venture Capital Co., Ltd., Shanghai Rajax Information Technology Co., Ltd. and Alibaba Cloud Computing Ltd.), and Jeff Jianfeng Zhang, Winnie Jia Wen, Jie Song, Yongxin Fang and Li Cheng (with respect to Alibaba Culture Entertainment Co., Ltd.).

Furthermore, if any of our expanding network of investee companies, global business partners, joint venture partners or other parties that have collaborative relationships with us or our affiliates, including Ant Group, were to become subject to sanctions or export control restrictions, this might result in significant negative publicity, governmental investigations and reputational harm, as well as losses from impairments or write-offs.

Furthermore, if we, any of our expanding network of investee companies, global business partners, joint venture partners or other parties that have collaborative relationships with us or our affiliates, including Ant Group, were to become subject to sanctions or export control restrictions, this might result in significant negative publicity, governmental investigations and reputational harm, as well as losses from impairments or write-offs.

Risk Factors — Risks Related to Our Corporate Structure — Our contractual arrangements may not be as effective in providing control over the VIEs as direct ownership” and “— Any failure by the VIEs or their equity holders to perform their obligations under the contractual arrangements would have a material adverse effect on our business, financial condition and results of operations. ” Variable Interest Entity Financial Information The following tables present the condensed consolidating schedule of operations and cash flows information for the fiscal years ended March 31, 2021, 2022 and 2023, and condensed consolidating schedule of balance sheet information as of March 31,2022 and 2023 for: • Alibaba Group Holding Limited (“Parent”); • the variable interest entities, including their subsidiaries, that together account for a significant majority of total revenue and assets of the variable interest entities as a group, which we collectively refer to as the “major variable interest entities and their subsidiaries”; • subsidiaries that are, for accounting purposes only, the primary beneficiaries of the major variable interest entities; and 5 Table of Contents • other subsidiaries and consolidated entities, which include variable interest entities that are not major variable interest entities.

Risk Factors — Risks Related to Our Corporate Structure — Our contractual arrangements may not be as effective in providing control over the VIEs as direct ownership” and “— Any failure by the VIEs or their equity holders to perform their obligations under the contractual arrangements would have a material adverse effect on our business, financial condition and results of operations. ” Variable Interest Entity Financial Information The following tables present the condensed consolidating schedule of operations and cash flows information for the fiscal years ended March 31, 2022, 2023 and 2024, and condensed consolidating schedule of balance sheet information as of March 31, 2023 and 2024 for: • Alibaba Group Holding Limited (“parent”); • the variable interest entities, including their subsidiaries, that together account for a significant majority of total revenue and assets of the variable interest entities as a group, which we collectively refer to as the “major variable interest entities and their subsidiaries”; • subsidiaries that are, for accounting purposes only, the primary beneficiaries of the major variable interest entities; and 5 Table of Contents • other subsidiaries and consolidated entities, which include variable interest entities that are not major variable interest entities.

These transactions involve significant challenges and risks, including: 25 Table of Contents · difficulties in, and significant and unanticipated additional costs and expenses resulting from, integrating into our business the large number of personnel, operations, products, services, technology, internal controls and financial reporting of the businesses we acquire; · disruption of our ongoing business, distraction of and significant time and attention required from our management and employees and increases in our expenses; · departure of skilled professionals and proven management teams of acquired businesses, as well as the loss of established client relationships of those businesses we invest in or acquire; · for investments over which we may not obtain management and operational control, we may lack influence over the controlling partners or shareholders, or may not have aligned interests with those of our partners or other shareholders; · additional or conflicting regulatory requirements, heightened restrictions on and scrutiny of investments, acquisitions and foreign ownership in other jurisdictions, on national security grounds or for other reasons, regulatory requirements (such as filings and approvals under the anti-monopoly and competition laws, rules and regulations, and review of investments and acquisitions of large Internet platforms under certain policies), the risk that acquisitions or investments may fail to close, due to political and regulatory challenges, as well as related compliance and publicity risks; · actual or alleged misconduct, unscrupulous business practices or non-compliance by us or any company we acquire or invest in or by its affiliates or current or former employees, whether before, during or after our acquisition or investments; · difficulties in identifying and selecting appropriate targets and strategic partners, including potential loss of opportunities for strategic transactions with competitors of our investee companies and strategic partners; · difficulties in conducting sufficient and effective due diligence on potential targets and unforeseen or hidden liabilities or additional incidences of non-compliance, operating losses, costs and expenses that may adversely affect us following our acquisitions or investments or other strategic transactions; · negative impact on our cash and credit profile from loans to or guarantees for the benefit of equity method investees; · losses arising from disposal of investments or de-consolidation of businesses; and · actual or potential impairment charges or write-offs of investments in equity method investees or intangible assets (including intellectual property we acquire), and goodwill recorded in connection with invested businesses, particularly investments in publicly traded companies, in the event that a decline in fair value below the carrying value of our equity method investments is other-than-temporary, or the carrying amount of a reporting unit to which goodwill is allocated exceeds its fair value.

These transactions involve significant challenges and risks, including: • difficulties in, and significant and unanticipated additional costs and expenses resulting from, integrating into our business the large number of personnel, operations, products, services, technology, internal controls and financial reporting of the businesses we acquire; • disruption of our ongoing business, distraction of and significant time and attention required from our management and employees and increases in our expenses; • departure of skilled professionals and proven management teams of acquired businesses, as well as the loss of established client relationships of those businesses we invest in or acquire; • for investments over which we may not obtain management and operational control, we may lack influence over the controlling partners or shareholders, or may not have aligned interests with those of our partners or other shareholders; • additional or conflicting regulatory requirements, heightened restrictions on and scrutiny of investments, acquisitions and foreign ownership in other jurisdictions, on national security grounds or for other reasons, regulatory requirements (such as filings and approvals under the anti-monopoly and competition laws, rules and regulations, and review of investments and acquisitions of large Internet platforms under certain policies), the risk that acquisitions or investments may fail to close, due to political and regulatory challenges, as well as related compliance and publicity risks; • actual or alleged misconduct, unscrupulous business practices or non-compliance by us or any company we acquire or invest in or by its affiliates or current or former employees, whether before, during or after our acquisition or investments; 27 Table of Contents • difficulties in identifying and selecting appropriate targets and strategic partners, including potential loss of opportunities for strategic transactions with competitors of our investee companies and strategic partners; • difficulties in conducting sufficient and effective due diligence on potential targets and unforeseen or hidden liabilities or additional incidences of non-compliance, operating losses, costs and expenses that may adversely affect us following our acquisitions or investments or other strategic transactions; • negative impact on our cash and credit profile from loans to or guarantees for the benefit of equity method investees; • losses arising from disposal of investments or de-consolidation of businesses; and • actual or potential impairment charges or write-offs of investments in equity method investees, intangible assets (including intellectual property we acquire) or real properties, and goodwill recorded in connection with invested businesses, particularly investments in publicly traded companies, in the event that a decline in fair value below the carrying value of our equity method investments is other-than-temporary, or the carrying amount of a reporting unit to which goodwill is allocated exceeds its fair value.

Moreover, AliExpress has been designated as a “very large online platform” under the Digital Services Act, and thus is required to fulfil more stringent obligations, including algorithm transparency, content moderation, mandatory reporting of incidents and measures to tackle illegal content, regular risk assessment, annual independent audit, data sharing with relevant regulators and annual supervisory fee.

AliExpress has been designated as a “very large online platform” under the Digital Services Act, and thus is required to fulfil more stringent obligations, including algorithm transparency, content moderation, mandatory reporting of incidents and measures to tackle illegal content, regular risk assessment, annual independent audit, data sharing with relevant regulators and annual supervisory fee.

See “— Risks Related to Doing Business in the People’s Republic of China — Our ADSs will be delisted and our ADSs and shares prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, as amended, if the PCAOB is unable to inspect or investigate completely auditors located in China.” See also “— Risks Related to Our Business and Industry — Changes in international trade or investment policies and barriers to trade or investment, and any ongoing geopolitical conflict, may have an adverse effect on our business and expansion plans, and could lead to the delisting of our securities from U.S. exchanges and/or other restrictions or prohibitions on investing in our securities.” If an active trading market of our ordinary shares on the Hong Kong Stock Exchange, our ADSs on the NYSE or our other securities is not sustained, the market price and liquidity of our ordinary shares, our ADSs or our other securities, could be materially and adversely affected, and there may be difficulties in enforcing obligations with respect to our other securities.

See “— Risks Related to Doing Business in the People’s Republic of China — Our ADSs will be delisted and our ADSs and shares prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, as amended, if the PCAOB is unable to inspect or investigate completely auditors located in China.” See also “— Risks Related to Our Business and Industry — Changes in national trade or investment policies and barriers to trade or investment, and any ongoing geopolitical conflict, may have an adverse effect on our business and expansion plans, and could lead to the delisting of our securities from U.S. exchanges and/or other restrictions or prohibitions on investing in our securities.” If an active trading market of our ordinary shares on the Hong Kong Stock Exchange, our ADSs on the NYSE or our other securities is not sustained, the market price and liquidity of our ordinary shares, our ADSs or our other securities, could be materially and adversely affected, and there may be difficulties in enforcing obligations with respect to our other securities.

As we further expand into international markets, we will also increasingly become subject to additional legal and regulatory compliance requirements as well as political and regulatory challenges, including scrutiny on data privacy and security and anti-money laundering compliance, on national security grounds or for other reasons, in foreign countries in which we conduct business or investment activities.

As we further expand into international markets, we will also increasingly become subject to additional legal and regulatory compliance requirements as well as political and regulatory challenges, including scrutiny on data privacy and security, tax compliance and anti-money laundering compliance, on national security grounds or for other reasons, in foreign countries in which we conduct business or investment activities.

Certain long-standing practices, such as upstream and downstream investments and mergers as well as horizontal investments and mergers, our cross-platform user ID system, data and algorithm applications, our traffic allocation approach and the manners in which we offer payment, logistics and other services to consumers may be subject to challenges by regulators, consumers, merchants and other parties.

Certain long-standing practices, such as upstream and downstream investments and mergers as well as horizontal investments and mergers, our cross-platform user ID system, data and algorithm applications, our traffic allocation approach, platform protocols and the manners in which we offer payment, logistics and other services to consumers may be subject to challenges by regulators, consumers, merchants and other parties.

Furthermore, the Opinions on Standardizing the Virtual Gifting of Livestreaming and Strengthening the Protection of Minors issued by the Cyberspace Administration of China and several other PRC governmental authorities require platforms not to provide livestreaming hosting services to minors under the age of 16 and adopt “teenager modes” to prevent minors from obsession, block unsuitable content to minors and refrain from providing virtual gift purchase services to minors.

The Opinions on Standardizing the Virtual Gifting of Livestreaming and Strengthening the Protection of Minors issued by the Cyberspace Administration of China and several other PRC governmental authorities require platforms not to provide livestreaming hosting services to minors under the age of 16 and adopt “teenager modes” to prevent minors from obsession, block unsuitable content to minors and refrain from providing virtual gift purchase services to minors.

Developing new businesses, initiatives and models requires significant investments of time and resources, and may increase our costs and present new and difficult technological and operational challenges. We may encounter difficulties or setbacks in the execution of various growth strategies and our growth strategies may not generate the returns we expect within the timeframe we anticipate, or at all.

Developing new businesses, initiatives and models requires significant investments of time and resources, and may increase our costs and present new and difficult technological, operational and regulatory challenges. We may encounter difficulties or setbacks in the execution of various growth strategies and our growth strategies may not generate the returns we expect within the timeframe we anticipate, or at all.

In addition, these laws, rules and regulations in other jurisdictions where we operate may restrict the transfer of data across jurisdictions, which could impose additional and substantial operational, administrative and compliance burdens on us, and may also restrict our business activities and expansion plans, as well as impede our data-driven business strategies.

In addition, laws, rules and regulations in other jurisdictions where we operate may restrict the transfer of data across jurisdictions, which could impose additional and substantial operational, administrative and compliance burdens on us, and may also restrict our business activities and expansion plans, as well as impede our data-driven business strategies.

Since 2016, PRC governmental authorities have imposed more stringent restrictions on outbound capital flows, including heightened scrutiny over “irrational” overseas investments for certain industries, as well as over four kinds of “abnormal” offshore investments, which are: • investments through enterprises established for only a few months without substantive operations; • investments with amounts far exceeding the registered capital of onshore parent and not supported by its business performance shown on financial statements; • investments in targets that are unrelated to the onshore parent’s main business; and • investments with abnormal sources of Renminbi funding suspected to involve illegal transfer of assets or illegal operation of underground banking.

Since 2016, PRC governmental authorities have imposed more stringent regulations on outbound capital flows, including heightened scrutiny over “irrational” overseas investments for certain industries, as well as over four kinds of “abnormal” offshore investments, which are: • investments through enterprises established for only a few months without substantive operations; • investments with amounts far exceeding the registered capital of onshore parent and not supported by its business performance shown on financial statements; • investments in targets that are unrelated to the onshore parent’s main business; and • investments with abnormal sources of Renminbi funding suspected to involve illegal transfer of assets or illegal operation of underground banking.

In particular, the Cayman Islands has a less-developed body of securities laws than the United States and Hong Kong S.A.R. and provides significantly less protection to investors. In addition, shareholders in Cayman Islands companies may not have standing to initiate a shareholder derivative action in U.S. federal courts or Hong Kong courts.

In particular, the Cayman Islands has a less-developed body of securities laws than the United States and Hong Kong and provides significantly less protection to investors. In addition, shareholders in Cayman Islands companies may not have standing to initiate a shareholder derivative action in U.S. federal courts or Hong Kong courts.

The VIE structure has been adopted by many China-based companies, including us and certain of our equity method investees, to obtain licenses and permits necessary to operate in industries that currently are subject to restrictions on or prohibitions for foreign investment in China.

The VIE structure has been adopted by many China-based companies, including us and certain of our equity method investees, to obtain and maintain licenses and permits necessary to operate in industries that currently are subject to restrictions on or prohibitions for foreign investment in China.

There have also been concerns about the relationships among China and other Asian countries, the relationship between China and the United States, as well as the relationship between the United States and certain other Asian countries such as North Korea, which may result in or intensify potential conflicts in relation to territorial, regional security and trade disputes.

There have been concerns about the relationships among China and other Asian countries, the relationship between China and the United States, as well as the relationship between the United States and certain other Asian countries such as North Korea, which may result in or intensify potential conflicts in relation to territorial, regional security and trade disputes.

On December 16, 2021, the PCAOB issued its report notifying the SEC of its determination that it was unable to inspect or investigate completely registered public accounting firms headquartered in Chinese mainland or Hong Kong, including our independent registered public accounting firm, PricewaterhouseCoopers.

On December 16, 2021, the PCAOB issued its report notifying the SEC of its determination that it was unable to inspect or investigate completely registered public accounting firms headquartered in Chinese mainland or Hong Kong, including our then independent registered public accounting firm, PricewaterhouseCoopers.

The occurrence of a disaster or a prolonged outbreak of an epidemic illness or other adverse public health developments in China or elsewhere in the world could materially disrupt our industry and our business and operations, and have a material adverse effect on our business, financial condition and results of operations.

The occurrence of a natural disaster or a prolonged outbreak of an epidemic illness or other adverse public health developments in China or elsewhere in the world could materially disrupt our industry and our business and operations, and have a material adverse effect on our business, financial condition and results of operations.

These third-party service providers and ecosystem participants may engage in a broad range of other business activities on and outside of our platforms, and may have broad user bases and social influence that create substantial business opportunities and economic returns to themselves and our business.

Third-party service providers and ecosystem participants may engage in a broad range of other business activities on and outside of our platforms, and may have broad user bases and social influence that create substantial business opportunities and economic returns to themselves and our business.

The different characteristics of the capital markets in Hong Kong S.A.R. and the U.S. may negatively affect the trading prices of our ADSs and Shares. As a dual-listed company, we are subject to Hong Kong and NYSE listing and regulatory requirements concurrently.

The different characteristics of the capital markets in Hong Kong and the U.S. may negatively affect the trading prices of our ADSs and Shares. As a dual-listed company, we are subject to Hong Kong and NYSE listing and regulatory requirements concurrently.

As a result, the trading prices of our ADSs and Shares could significantly decline or become worthless. In addition, the PRC government has enhanced its regulatory oversight of Chinese companies listing overseas, including enhanced oversight of overseas equity financing and listing by Chinese companies.

In the meantime, our directors, executive officers and other employees who are PRC citizens or who are non-PRC citizens residing in the PRC for a continuous period of not less than one year, subject to limited exceptions, and whom we or our overseas listed subsidiaries have granted RSUs, options or restricted shares, may follow the Notice on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Company, issued by SAFE in February 2012, to apply for the foreign exchange registration.

In the meantime, our directors, executive officers, other employees and those of our subsidiaries’ who are PRC citizens or who are non-PRC citizens residing in the PRC for a continuous period of not less than one year, subject to limited exceptions, and whom we or our overseas listed subsidiaries have granted RSUs, options or restricted shares, may follow the Notice on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Company, issued by SAFE in February 2012, to apply for the foreign exchange registration.

The expansion of our international and cross-border businesses will also expose us to risks and challenges inherent in operating businesses globally, including: · challenges in replicating or adapting our company policies and procedures to operating environments different from that of China, including technology and logistics infrastructure; · challenges of maintaining efficient and consolidated internal systems, including IT infrastructure, and of achieving customization and integration of these systems with the other parts of our ecosystem; · lack of acceptance of our product and service offerings, and challenges of localizing our offerings to appeal to local tastes; · failure to understand cultural differences, local consumer behaviors and preferences and local business practices; · protectionist or national security policies that restrict our ability to: · invest in or acquire companies; · develop, import or export certain technologies, such as the national AI initiative proposed by the U.S. government; · utilize technologies that are deemed by local governmental regulators to pose a threat to their national security; or · obtain or maintain the necessary licenses and authorizations to operate our businesses; · the need for increased resources to manage regulatory compliance across our international businesses; · failure to attract and retain capable talent with international perspectives who can effectively manage and operate local businesses; · compliance with local laws and regulations, including those relating to e-commerce marketplaces and platforms, digital services, privacy and data security, such as the Digital Markets Act, the Digital Services Act and the General Data Protection Regulation of the EU, consumer and labor protection, and environmental regulations, and increased compliance costs across different legal systems; · changes in applicable cross-border e-commerce tax laws, such as the EU’s removal of value-added tax exemption for cross-border parcels valued below €22, which could negatively affect transactions conducted through our international and cross-border platforms, increase our compliance costs and subject us to additional risks; · heightened restrictions and barriers on the transfer of data between different jurisdictions; · differing, complex and potentially adverse customs, import/export laws, tax rules and regulations or other trade barriers or restrictions, including significant delays in or even suspensions of customs clearance, which may be applicable to transactions conducted through our international and cross-border platforms, related compliance obligations and consequences of non-compliance, and any new developments in these areas; · availability, reliability and security of international and cross-border payment systems and logistics infrastructure; · exchange rate fluctuations, which may have a material adverse effect on cross-border commerce businesses and businesses in the affected countries or regions; and · political instability and general economic or political conditions in particular countries or regions, including territorial or trade disputes, war and terrorism, such as the Russia-Ukraine conflict.

The expansion of our international and cross-border businesses will also expose us to risks and challenges inherent in operating businesses globally, including: • challenges in replicating or adapting our company policies and procedures to operating environments different from that of China, including technology and logistics infrastructure; • challenges of maintaining efficient and consolidated internal systems, including IT infrastructure, and of achieving customization and integration of these systems with the other parts of our ecosystem; • lack of acceptance of our product and service offerings, and challenges of localizing our offerings to appeal to local tastes; • failure to understand cultural differences, local consumer behaviors and preferences and local business practices; • protectionist or national security policies that restrict our ability to: invest in or acquire companies; develop, import or export certain technologies, such as the national AI initiative proposed by the U.S. government; utilize technologies that are deemed by local governmental regulators to pose a threat to their national security; or obtain or maintain the necessary licenses and authorizations to operate our businesses; the need for increased resources to manage regulatory compliance across our international businesses; failure to attract and retain capable talent with international perspectives who can effectively manage and operate local businesses; compliance with local laws and regulations, including those relating to e-commerce marketplaces and platforms, digital services, privacy and data security, such as the Digital Markets Act, the Digital Services Act and the General Data Protection Regulation of the EU, consumer and labor protection, and environmental regulations, and increased compliance costs across different legal systems; changes in applicable cross-border e-commerce tax laws, such as the EU’s removal of value-added tax exemption for cross-border parcels valued below €22 and similar laws in the U.S., which could negatively affect transactions conducted through our international and cross-border platforms, increase our compliance costs and subject us to additional risks; heightened restrictions and barriers on the transfer of data across different jurisdictions; differing, complex and potentially adverse customs, import/export laws, tax rules and regulations or other trade barriers or restrictions, including significant delays in or even suspensions of customs clearance, which may be applicable to transactions conducted through our international and cross-border platforms, 26 Table of Contents related compliance obligations and consequences of non-compliance, and any new developments in these areas; availability, reliability and security of international and cross-border payment systems and logistics infrastructure; exchange rate fluctuations, which may have a material adverse effect on cross-border commerce businesses and businesses in the affected countries or regions; and political instability and general economic or political conditions in particular countries or regions, including territorial or trade disputes, war and terrorism, such as the Russia-Ukraine conflict and the Israel-Hamas conflict.

See “Item 4. Information on the Company — B. Business Overview — Regulation — Regulation of Data and Privacy Protection” and “Item 4. Information on the Company — B. Business Overview — Regulation — Regulation of Mobile Apps.” In the course of our business operations, we collect information of our customers and users, including personal information.

Business Overview — Regulation — Regulation of Data and Privacy Protection” and “Item 4. Information on the Company — B. Business Overview — Regulation — Regulation of Mobile Apps.” In the course of our business operations, we collect information of our customers and users, including personal information.

For example, penalties calculated as a percentage of global revenue may be imposed under the GDPR. The compliance requirements of the GDPR affect a number of our businesses, such as AliExpress, Alibaba.com and Alibaba Cloud.

Any prolonged slowdown in the Chinese economy could lead to a reduction in demand for our services and consequently have a material adverse effect on our businesses, financial condition and results of operations.

Any prolonged slowdown in the economy could lead to a reduction in demand for our services and consequently have a material adverse effect on our businesses, financial condition and results of operations.

Any failure to comply with PRC regulations regarding our employee equity incentive plans may subject the PRC participants in the plans, us or our overseas and PRC subsidiaries to fines and other legal or administrative sanctions.

Any failure to comply with PRC regulations regarding our or our subsidiaries’ employee equity incentive plans may subject the PRC participants in the plans, us or our overseas and PRC subsidiaries to fines and other legal or administrative sanctions.

Our business could be materially and adversely affected by the outbreak of a widespread health epidemic, such as COVID-19, swine flu, avian influenza, severe acute respiratory syndrome, Ebola and Zika; natural disasters, such as earthquakes, snowstorms, storm surges, floods, fires, drought and other extreme weather events and other effects of climate change; or other events, such as wars, acts of terrorism, environmental accidents, power shortages or communication interruptions.

Our business could be materially and adversely affected by natural disasters, such as earthquakes, snowstorms, storm surges, floods, fires, droughts and other extreme weather events and other effects of climate change; the outbreak of a widespread health epidemic, such as COVID-19, swine flu, avian influenza, severe acute respiratory syndrome, Ebola and Zika; or other events, such as wars, acts of terrorism, environmental accidents, power shortages or communication interruptions.

Risk Factors — Risks Related to Doing Business in the People’s Republic of China — Restrictions on currency exchange or outbound capital flows may limit our ability to utilize our PRC revenue effectively.” Under the PRC Enterprise Income Tax Law, a withholding tax of 5% to 10% is generally levied on dividends declared by companies in China to their non-resident enterprise investors.

Risk Factors — Risks Related to Doing Business in the People’s Republic of China — Regulations on currency exchange or outbound capital flows may limit our ability to utilize our PRC revenue effectively.” Under the PRC Enterprise Income Tax Law, a withholding tax of 5% to 10% is generally levied on dividends declared by companies in China to their non-resident enterprise investors.

Cyber-attacks and security breaches, whether or not related to our systems or attributable to us, could subject us to negative publicity, regulatory investigations and significant legal and financial liability, harm our reputation and result in substantial revenue loss from lost sales and customer dissatisfaction, materially decrease our revenue and net income, and negatively affect the trading prices of our ADSs and Shares.

Cyber-attacks and security breaches, whether or not related to our systems or attributable to us, could result in business interruptions and subject us to negative publicity, regulatory investigations and significant legal and financial liability, harm our reputation and result in substantial revenue loss from lost sales and customer dissatisfaction, materially decrease our revenue and net income, and negatively affect the trading prices of our ADSs and Shares.

As a result, it may be difficult or impossible for our shareholders (including holders of our ADSs and Shares) to bring an action against us or against these individuals in the Cayman Islands or in China in the event that they believe that their rights have been infringed under the securities laws of the United States, Hong Kong S.A.R. or otherwise.

Specifically, we will be classified as a PFIC for United States federal income tax purposes for any taxable year if either: (i) 75% or more of our gross income for that taxable year is passive income, or (ii) at least 50% of the value (generally determined on a quarterly basis) of our assets for that taxable year is attributable to assets that produce or are held for the production of passive income.

In addition, if the auditor of a U.S. listed company is not subject to PCAOB inspections for three consecutive “non-inspection” years after the law becomes 11 Table of Contents effective, the SEC is required to prohibit the securities of such issuer from being traded on a U.S. national securities exchange, such as the NYSE, or in U.S. over-the-counter markets.

In addition, if the auditor of a U.S. 56 Table of Contents listed company is not subject to PCAOB inspections for three consecutive “non-inspection” years after the law becomes effective, the SEC is required to prohibit the securities of such issuer from being traded on a U.S. national securities exchange, such as the NYSE, or in U.S. over-the-counter markets.

Operating Results — Recent Investment, Acquisition and Strategic Alliance Activities.” As we continue to invest in our ecosystem, we expect to continue to evaluate and consider a wide array of potential strategic transactions as part of our overall business strategy, including business combinations, acquisitions and dispositions of businesses, technologies, services, products and other assets, as well as strategic investments, joint ventures and alliances.

Operating Results — Recent Investment, Acquisition and Strategic Alliance Activities.” As we continue to invest in our ecosystem, we expect to continue to evaluate and consider a wide array of potential strategic transactions as part of our overall business strategy, including business combinations, acquisitions and dispositions of businesses, technologies, services, products, real properties and other assets, as well as strategic investments, joint ventures and alliances.

We are subject to regulations in a wide range of areas, including, among others, anti-monopoly and anti-unfair competition, privacy and data protection and content.

We are subject to regulations in a wide range of areas, including, among others, data privacy and personal data protection, anti-monopoly and anti-unfair competition and content.

Failure to complete the SAFE registrations may subject them to fines and legal sanctions and may also limit their ability to make payment under the relevant equity incentive plans or receive dividends or sales proceeds related thereto in foreign currencies, or may limit our ability to contribute additional capital into our domestic subsidiaries in China and limit our domestic subsidiaries’ ability to distribute dividends to us.

Failure to complete the SAFE registrations may subject them to fines and legal sanctions and may also limit their ability to make payment under the relevant equity incentive plans or receive dividends or sales proceeds related thereto in foreign currencies, or may limit our ability and the ability of our subsidiaries to contribute additional capital into the domestic subsidiaries in China and limit the ability of the domestic subsidiaries of us and our subsidiaries to distribute dividends to us and our subsidiaries.

The extent to which we are able to maintain and strengthen these network effects depends on our ability to: · offer secure and open platforms for all participants and balance the interests of these participants; · provide a wide range of high-quality product, service and content offerings to consumers; · attract and retain a wide range of consumers, merchants, brands and retailers; · provide effective technologies, infrastructure and services that meet the evolving needs of consumers, merchants, brands, retailers and other ecosystem participants; · arrange secure and trusted payment settlement and escrow services; · comply with legal requirements and address user concerns with respect to data security and privacy; · improve our logistics data platform and coordinate fulfillment and delivery services with logistics service providers; 19 Table of Contents · attract and retain third-party service providers that are able to provide quality services on commercially reasonable terms to our merchants, brands, retailers and other ecosystem participants; · maintain the quality of our customer service; and · continue adapting to the changing demands of the market.

The extent to which we are able to maintain and strengthen these network effects depends on our ability to: • offer secure and open platforms for all participants and balance the interests of these participants; • provide a wide range of high-quality product, service and content offerings to consumers; • attract and retain a wide range of consumers, merchants, brands and retailers; • provide effective technologies, infrastructure and services that meet the evolving needs of consumers, merchants, brands, retailers and other ecosystem participants; • arrange secure and trusted payment settlement and escrow services; • comply with legal requirements and address user concerns with respect to data security and privacy; • improve our logistics data platform and coordinate fulfillment and delivery services with logistics service providers; • attract and retain third-party service providers that are able to provide quality services on commercially reasonable terms to our merchants, brands, retailers and other ecosystem participants; • maintain the quality of our customer service and user experience; and • continue adapting to the changing demands of the market.

If any of the information disseminated through our marketplaces, websites, mobile apps or other businesses we operate, including videos and other content (including user-generated content), or any content that we have produced or 36 Table of Contents acquired, are deemed by the PRC government to violate any content restrictions, we would not be able to continue to display or distribute this content and could suffer losses or become subject to penalties, including confiscation of income, fines, suspension of business and revocation of required licenses, which could materially and adversely affect our business, financial condition and results of operations.

If any of the information disseminated through our marketplaces, websites, mobile apps or other businesses we operate, including videos and other content (including user-generated content), or any content that we have produced or acquired, are deemed by the PRC government to violate any content restrictions, we would not be able to continue to display or distribute this content and could suffer losses or become subject to penalties, including confiscation of income, fines, suspension of business and revocation of required licenses, which could materially and adversely affect our business, financial condition and results of operations.

In recent years, U.S. regulators have continued to express concerns about challenges in their oversight of financial statement audits of U.S.-listed companies with significant operations in China. More recently, as part of increased regulatory focus in the United States on access to audit information, the United States originally enacted the HFCA Act in December 2020.

In recent years, U.S. regulators have continued to express concerns about challenges in their oversight of financial statement audits of U.S.-listed companies with significant operations in China. As part of the increased regulatory focus in the United States on access to audit information, the United States originally enacted the HFCA Act in December 2020.

For instance, in the case of AliExpress, Taobao and Tmall, an insignificant percentage of orders have been placed by consumers from the Sanctioned Countries, with a negligible amount of aggregate GMV in the fiscal year ended March 31, 2023 through transactions conducted voluntarily among merchants and consumers on these marketplaces.

For instance, in the case of AliExpress, Taobao and Tmall, an insignificant percentage of orders have been placed by consumers from the Sanctioned Countries, with a negligible amount of aggregate GMV in the fiscal year ended March 31, 2024 through transactions conducted voluntarily among merchants and consumers on these marketplaces.

For example, the Regulations on the Administration of Minors Program, or the Minors Program Regulation, promulgated by the National Radio and Television Administration of China, or the NRTA, which came into effect on April 30, 2019 and amended on October 8, 2021, provides that radio and television broadcasters and online audiovisual program service providers shall establish relevant protocols and review content of minor-oriented programs to ensure that they do not contain violence, obscenity, superstition, social disruption, drug abuse or other prohibited elements.

To the best of our knowledge, Hong Kong stamp duty has not been levied in practice on the trading or conversion of ADSs of companies that are listed in both the United States and Hong Kong S.A.R. and that have maintained all or a portion of their ordinary shares, including ordinary shares underlying ADSs, in their Hong Kong share registers.

To the best of our knowledge, Hong Kong stamp duty has not been levied in practice on the trading or conversion of ADSs of companies that are listed in both the United States and Hong Kong and that have maintained all or a portion of their ordinary shares, including ordinary shares underlying ADSs, in their Hong Kong share registers.

Competitors have used, and may continue to use, methods such as lodging complaints with regulators, initiating intellectual property and competition claims (whether or not meritorious) or frivolous and nuisance lawsuits, and other forms of attack litigation and “lawfare” that attempt to harm our 47 Table of Contents reputation and brand, hinder our operations, force us to expend resources on responding to and defending against these claims, and otherwise gain a competitive advantage over us by means of litigious and accusatory behavior.

Competitors have used, and may continue to use, methods such as lodging complaints with regulators, initiating intellectual property and competition claims (whether or not meritorious) or frivolous and nuisance lawsuits, and other forms of attack litigation and “lawfare” that attempt to harm our reputation and brand, hinder our operations, force us to expend resources on responding to and defending against these claims, and otherwise gain a competitive advantage over us by means of litigious and accusatory behavior.

We may also be subject to regulatory investigations, fines and other penalties, which could materially and adversely affect our business and reputation. The consequences of violating anti-monopoly and anti-unfair competition laws and regulations could be significant, including, for example, fines of up to 50% of revenue, suspension of business and revocation of business licenses.

We may also be subject to regulatory investigations, fines and other penalties, which could materially and adversely affect our business and reputation. The consequences of violating anti-monopoly and anti-unfair competition laws and regulations could be significant, including, for example, fines of up to 50% of the previous year’s revenue, suspension of business and revocation of business licenses.

As a result of the foregoing, our public shareholders may have more difficulty in protecting their interests through actions against us, our management, our directors, our officers or our major shareholders, than they otherwise would with respect to a corporation incorporated in a jurisdiction in the United States or Hong Kong S.A.R.

Although we believe the impact of these restrictions has not been and will not be significant in terms of the overall volume of payments processed for Taobao 42 Table of Contents and Tmall, and automated payment services linked to bank accounts represent only one of many payment mechanisms that consumers may use to settle transactions, we cannot predict whether these and any additional restrictions that could be put in place would have a material adverse effect on our marketplaces.

Although we believe the impact of these restrictions has not been and will not be significant in terms of the overall volume of payments processed for Taobao and Tmall, and automated payment services linked to bank accounts represent only one of many payment mechanisms that consumers may use to settle transactions, we cannot predict whether these and any additional restrictions that could be put in place would have a material adverse effect on our marketplaces.

In addition, if international players gain greater access to the China market, certain of our businesses, such as our cloud business and digital media and entertainment business, could be subject to greater competition and pricing pressure, which could reduce our margins or otherwise negatively affect our results of operations.

In addition, if international players gain greater access to the China market, certain of our businesses, such as our e-commerce business, cloud business and digital media and entertainment business, could be subject to greater competition and pricing pressure, which could reduce our margins or otherwise negatively affect our results of operations.

Moreover, the Measures for the Security Assessment of Cross-border Data Transmission promulgated by the Cyberspace Administration of China came into effect on September 1, 2022. According to these measures, personal data processors are subject to security assessment conducted by the Cyberspace Administration of China prior to any cross-border transfer of important data and personal information. See “Item 4.

The Measures for the Security Assessment of Cross-border Data Transmission promulgated by the Cybersecurity Administration of China came into effect on September 1, 2022. According to these measures, personal data processors are subject to security assessment conducted by the Cyberspace Administration of China prior to any cross-border transfer of important data and personal information. See “Item 4.

If our merchants do not perform their obligations under these programs, we may use funds that have been deposited by merchants in a buyer protection fund to compensate consumers. If the amounts in the fund are not sufficient, we may choose to compensate consumers for losses, although currently we are not legally obligated to do so.

If our merchants do not perform their obligations under these programs, we may use funds that have been deposited by merchants in a consumer protection fund to compensate consumers. If the amounts in the fund are not sufficient, we may choose to compensate consumers for losses, although currently we are not legally obligated to do so.

The U.S. government imposes broad economic and trade restrictions on dealings with certain countries and regions, including the Crimea, certain regions affected by the Russia-Ukraine conflict, Cuba, Iran, North Korea and Syria, or the Sanctioned Countries, and numerous individuals and entities, including those designated as having engaged in activities relating to 24 Table of Contents terrorism, drug trafficking, cybercrime, the rough diamond trade, proliferation of weapons of mass destruction or human rights violations, or the Sanctioned Persons.

The U.S. government imposes broad economic and trade restrictions on dealings with certain countries and regions, including the Crimea, certain regions affected by the Russia-Ukraine conflict, Cuba, Iran, North Korea and Syria, or the Sanctioned Countries, and numerous individuals and entities, including those designated as having engaged in activities relating to terrorism, drug trafficking, cybercrime, the rough diamond trade, proliferation of weapons of mass destruction or human rights violations, or the Sanctioned Persons.

In addition, our directors, management and employees have been, and continue to be, subject to scrutiny by the media and the public regarding their activities in and outside Alibaba Group, which may result in negative, unverified, inaccurate or misleading information about them being reported by the press.

In addition, our founders, directors, management and employees have been, and continue to be, subject to scrutiny by the media and the public regarding their activities in and outside of Alibaba Group, which may result in negative, unverified, inaccurate or misleading information about them being reported by the press.

Under the Foreign Investment Security Review Measures, investments in military, national defense-related areas or in locations in proximity to military facilities, or investments that would result in acquiring the actual control of assets in certain key sectors, such as critical agricultural products, energy and resources, equipment manufacturing, infrastructure, transport, cultural products and services, IT, Internet products and services, financial services and technology sectors, are required to be approved by designated governmental authorities in advance.

Under the Foreign Investment Security Review Measures, investments in military, national defense-related areas or in locations in proximity to military facilities, or investments that would result in acquiring the actual control of assets in certain key sectors, such as critical agricultural products, energy and resources, 52 Table of Contents equipment manufacturing, infrastructure, transport, cultural products and services, IT, Internet products and services, financial services and technology sectors, are required to be approved by designated governmental authorities in advance.

There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, Hong Kong S.A.R. or Chinese mainland, although the courts of the Cayman Islands will generally recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.

There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, Hong Kong or Chinese mainland, although the courts of the Cayman Islands will generally recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.

The chart below summarizes our corporate structure as of March 31, 2023 and identifies the subsidiaries and VIEs that together are representative of the major businesses operated by our group, including our significant subsidiaries, as that term is defined under Section 1-02 of Regulation S-X under the U.S.

The chart below summarizes our corporate structure as of March 31, 2024 and identifies the subsidiaries and VIEs that together are representative of the major businesses operated by our group, including our significant subsidiaries, as that term is defined under Section 1-02 of Regulation S-X under the U.S.

Changes in international trade or investment policies and barriers to trade or investment, and any ongoing geopolitical conflict, may have an adverse effect on our business and expansion plans, and could lead to the delisting of our securities from U.S. exchanges and/or other restrictions or prohibitions on investing in our securities.

Changes in national trade or investment policies and barriers to trade or investment, and any ongoing geopolitical conflict, may have an adverse effect on our business and expansion plans, and could lead to the delisting of our securities from U.S. exchanges and/or other restrictions or prohibitions on investing in our securities.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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2023 filing

2024 filing

Biggest changeSecurities Act, include the following entities: • Taobao Holding Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands, which is our wholly-owned subsidiary and a holding company of certain major subsidiaries relating to China commerce and Local consumer services businesses. • Taobao China Holding Limited 淘寶中國控股有限公司, a limited liability company incorporated under the laws of Hong Kong, which is the direct wholly-owned subsidiary of Taobao Holding Limited and a holding company of certain major subsidiaries relating to China commerce and Local consumer services businesses. • Alibaba.com Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands, which is our wholly-owned subsidiary and a holding company of certain major subsidiaries relating to China commerce, International commerce and Cloud businesses. • Alibaba.com Investment Holding Limited, a company incorporated with limited liability under the laws of the British Virgin Islands, which is the direct wholly-owned subsidiary of Alibaba.com Limited and a holding company of certain major subsidiaries relating to China commerce, International commerce and Cloud businesses. • Alibaba.com China Limited 阿里巴巴網絡中國有限公司, a limited liability company incorporated under the laws of Hong Kong, which is the direct wholly-owned subsidiary of Alibaba.com Investment Holding Limited and mainly operates back office and administrative functions. • Alibaba Investment Limited, a company incorporated with limited liability under the laws of the British Virgin Islands, which is our wholly-owned subsidiary and a holding company for strategic investments and major subsidiaries relating to Digital media and entertainment business. • Alibaba Group Services Limited, a limited liability company incorporated under the laws of Hong Kong, which is our wholly-owned subsidiary and operates as our treasury center in Hong Kong. • Taobao (China) Software Co., Ltd. 淘宝（中国）软件有限公司, a limited liability company incorporated under the laws of the PRC, which is a direct wholly-owned subsidiary of Taobao China Holding Limited, and provides software and technology services for Taobao. • Zhejiang Tmall Technology Co., Ltd. 浙江天猫技术有限公司, a limited liability company incorporated under the laws of the PRC, which is a direct wholly-owned subsidiary of Taobao China Holding Limited, and provides software and technology services for Tmall. • Alibaba (China) Technology Co., Ltd. 阿里巴巴（中国）网络技术有限公司, a limited liability company incorporated under the laws of the PRC, which is jointly owned by Taobao (China) Software Co., Ltd., Zhejiang Tmall Technology Co., Ltd. and Alibaba.com China Limited, and mainly operates our wholesale marketplaces and cross-border commerce retail and wholesale businesses. • Alibaba (China) Co., Ltd. 阿里巴巴（中国）有限公司, a limited liability company incorporated under the laws of the PRC, which is a direct wholly-owned subsidiary of Alibaba Group Services Limited, and is mainly involved in our strategic cooperation.

Biggest changeSecurities Act, include the following entities: • Taobao Holding Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands, which is our wholly-owned subsidiary and a holding company of certain major subsidiaries of Taobao and Tmall Group and Local Services Group. • Taobao China Holding Limited 淘寶中國控股有限公司 , a limited liability company incorporated under the laws of Hong Kong, which is a direct wholly-owned subsidiary of Taobao Holding Limited and a holding company of certain major subsidiaries of Taobao and Tmall Group and Local Services Group. • Alibaba.com Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands, which is our wholly-owned subsidiary and a holding company of certain major subsidiaries relating to AIDC Group and Cloud Intelligence Group. • Alibaba.com Investment Holding Limited, a company incorporated with limited liability under the laws of the British Virgin Islands, which is a direct wholly-owned subsidiary of Alibaba.com Limited and a holding company of certain major subsidiaries relating to AIDC Group and Cloud Intelligence Group. 70 Table of Contents • Alibaba.com China Limited 阿里巴巴網絡中國有限公司 , a limited liability company incorporated under the laws of Hong Kong, which is a direct wholly-owned subsidiary of Alibaba.com Investment Holding Limited and mainly operates back office and administrative functions. • Alibaba Investment Limited, a company incorporated with limited liability under the laws of the British Virgin Islands, which is our wholly-owned subsidiary and a holding company for strategic investments, the holding company of AIDC Group and major subsidiaries of Digital Media and Entertainment Group. • Alibaba Group Services Limited, a limited liability company incorporated under the laws of Hong Kong, which is our wholly-owned subsidiary and operates as our treasury center in Hong Kong. • Taobao (China) Software Co., Ltd. 淘寶(中國)軟件有限公司 , a limited liability company incorporated under the laws of the PRC, which is a direct wholly-owned subsidiary of Taobao China Holding Limited and provides software and technology services for Taobao. • Zhejiang Tmall Technology Co., Ltd. 浙江天貓技術有限公司 , a limited liability company incorporated under the laws of the PRC, which is a direct wholly-owned subsidiary of Taobao China Holding Limited and provides software and technology services for Tmall. • Alibaba (China) Co., Ltd. 阿里巴巴(中國)有限公司 , a limited liability company incorporated under the laws of the PRC, which is a direct wholly-owned subsidiary of Alibaba Group Services Limited and is mainly involved in our strategic cooperation. • Alibaba (Beijing) Software Services Co., Ltd. 阿里巴巴（北京）软件軟件服務有限公司 , a limited liability company incorporated under the laws of the PRC, which is a direct wholly-owned subsidiary of Zhejiang Tmall Technology Co., Ltd. and engages in software development activities. • Hanbao E-Commerce Corp., an exempted company incorporated with limited liability under the laws of the Cayman Islands, which is our wholly-owned subsidiary and a holding company of certain subsidiaries. • Hanbao Investment Holding Limited, a company incorporated with limited liability under the laws of the British Virgin Islands, which is a direct wholly-owned subsidiary of Hanbao E-Commerce Corp. and a holding company of certain subsidiaries. • Hanbao China Holding Limited, a limited liability company incorporated under the laws of Hong Kong, which is a direct wholly-owned subsidiary of Hanbao Investment Holding Limited and a holding company.

The revisions include (i) optimizing the governance mechanism, clarifying that the board of directors is the executive body of the company, allowing the company to choose to establish a corporate governance structure composed of “board of directors with an audit committee under the board of directors” or “board of directors and board of 108 Table of Contents supervisors” based on its actual circumstances, and allowing small companies limited by shares to be incorporated without a board of directors; (ii) further improving the company capital system, introducing the authorized capital system for companies limited by shares, clarifying the classes of shares that can be issued by companies limited by shares, strengthening the principle of capital maintenance, and allowing the use of capital reserves to cover losses; (iii) strengthening the fiduciary duties of the directors, supervisors and senior management, including the responsibilities of the directors, supervisors and senior management to maintain adequate company capital and report related party transactions, their joint and several liabilities and liquidation obligations; and (iv) improving the company registration system, clarifying that equity interests and creditor rights can be contributed as capital, allowing the establishment of companies limited by shares with one shareholder, and introducing simplified procedures for capital reduction and de-registration of company to facilitate a company’s operation.

The revisions include (i) optimizing the governance mechanism, clarifying that the board of directors is the executive body of the company, allowing the company to choose to establish a corporate governance structure composed of “board of directors with an audit committee under the board of directors” or “board of directors and board of supervisors” based on its actual circumstances, and allowing small companies limited by shares to be incorporated without a board of directors; (ii) further improving the company capital system, introducing the authorized capital system for companies limited by shares, clarifying the classes of shares that can be issued by companies limited by shares, strengthening the principle of capital maintenance, and allowing the use of capital reserves to cover losses; (iii) strengthening the fiduciary duties of the 108 Table of Contents directors, supervisors and senior management, including the responsibilities of the directors, supervisors and senior management to maintain adequate company capital and report related party transactions, their joint and several liabilities and liquidation obligations; and (iv) improving the company registration system, clarifying that equity interests and creditor rights can be contributed as capital, allowing the establishment of companies limited by shares with one shareholder, and introducing simplified procedures for capital reduction and de-registration of company to facilitate a company’s operation.

The parties to the loan agreement for each of the representative VIEs are the relevant VIE equity holders, on the one hand, and Taobao (China) Software Co., Ltd., Zhejiang Tmall Technology Co., Ltd., Alibaba (China) Technology Co., Ltd., Alibaba (China) Co.

Furthermore, the advertisers and publishers are prohibited from engaging in the following behaviors that affect one-click closure: (i) there is no “close” sign or the timing is over to close the advertisements; (ii) the “close” sign is false, not clearly identifiable or difficult to locate which set up obstacles to close the advertisements; (iii) closing the advertisements requires more than two clicks; (iv) during the process of browsing the same page or document, the advertisements continue to pop up after closing, which affect users normal use of the network.

Furthermore, the advertisers and publishers are prohibited from engaging in the following behaviors that affect one-click closure: (i) there is no "close" sign or the timing is over to close the advertisements; (ii) the "close" sign is false, not clearly identifiable or difficult to locate which set up obstacles to close the advertisements; (iii) closing the advertisements requires more than two clicks; (iv) during the process of browsing the same page or document, the advertisements continue to pop up after closing, which affect users normal use of the network.

For our representative VIEs, these individuals are Daniel Yong Zhang, Jessie Junfang Zheng, Xiaofeng Shao, Zeming Wu and Fang Jiang (with respect to each of Zhejiang Taobao Network Co., Ltd., Zhejiang Tmall Network Co., Ltd., Hangzhou Ali Venture Capital Co., Ltd., Shanghai Rajax Information Technology Co., Ltd. and Alibaba Cloud Computing Ltd.), and Jeff Jianfeng Zhang, Winnie Jia Wen, Jie Song, Yongxin Fang and Li Cheng (with respect to Alibaba Culture Entertainment Co., Ltd..

These manufacturers, wholesale sellers and wholesale buyers typically trade in apparel, accessories, packaging materials, office supplies, home decoration and furnishing materials, electronics and computers, among others. Sellers may purchase a China TrustPass membership for an annual subscription fee to list items on 1688.com, reach customers, provide quotations and transact on the marketplace without any additional charges.

These manufacturers, wholesale sellers and wholesale buyers typically trade office supplies, apparel, accessories, packaging materials, home decoration and furnishing materials, electronics and computers, among others. Sellers may purchase a China TrustPass membership for an annual subscription fee to list items on 1688.com, reach customers, provide quotations and transact on the marketplace without any additional charges.

The massive amount of user and merchant activities taking place every day on our China commerce platforms generate significant consumer insights. By leveraging proprietary AI and data technologies, we are able to aggregate and build on deep consumer insights to provide more accurate search results and relevant recommendation feeds that enhance the shopping experience for our consumers.

The massive amount of user and merchant activities taking place every day on our China commerce retail platforms generate significant consumer insights. By leveraging proprietary AI and data technologies, we are able to aggregate and build on deep consumer insights to provide more accurate search results and relevant recommendation feeds that enhance the shopping experience for our consumers.

Facilitating Participatory Philanthropy We have connected with a wide range of philanthropic ecosystem and leveraged the power of technology to address social challenges. Starting with our employees, we involved stakeholders across our ecosystem to engage in philanthropy via flexible forms and mechanisms, aiming to promote greater social involvement.

Facilitating Participatory Philanthropy We have connected with a wide range of philanthropic ecosystems and leveraged the power of technology to address social challenges. Starting with our employees, we have involved stakeholders across our ecosystem to engage in philanthropy via flexible forms and mechanisms, aiming to promote greater social involvement.

On July 7, 2022, the Cyberspace Administration of China promulgated the Measures for the Security Assessment of Cross-border Data Transmission, which came into effect on September 1, 2022 and regulate the security assessment on the cross-border data transfer by data processor of important data and personal information collected and generated during operations within the PRC.

On July 7, 2022, the Cyberspace Administration of China promulgated the Measures for the Security Assessment of Cross-border Data Transmission, which came into effect on September 1, 2022 and shall regulate the security assessment on the cross-border data transfer by data processor of important data and personal information collected and generated during operations within the PRC.

For example, marketplace platform providers are obligated to make public and file their transaction rules with MOFCOM or its respective provincial counterparts, to enable examination of the legal status of each third-party merchant selling products or services on their platforms and display on a prominent location on the 96 Table of Contents merchant’s web page the information stated in the merchant’s business license or a link to its business license, and group buying website operators must only allow a third-party merchant with a proper business license to sell products or services on their platforms.

For example, marketplace platform providers are obligated to make public and file their transaction rules with MOFCOM or its respective provincial counterparts, to enable examination of the legal status of each third-party merchant selling products or services on their platforms and display on a prominent location on the 95 Table of Contents merchant’s web page the information stated in the merchant’s business license or a link to its business license, and group buying website operators must only allow a third-party merchant with a proper business license to sell products or services on their platforms.

The exclusive call option agreements described above also entitle our subsidiary to all profits, distributions or dividends (after deduction of relevant tax expenses) to be received by the VIE equity holder, and the following amounts, to the extent in excess of the 117 Table of Contents original registered capital that they contributed to the VIE (after deduction of relevant tax expenses) to be received by each VIE equity holder: (i) proceeds from the transfer of its equity interests in the VIE, (ii) proceeds received in connection with a capital decrease in the VIE, and (iii) distributions or liquidation residuals from the disposal of its equity interests in the VIE upon termination or liquidation.

The exclusive call option agreements described above also entitle our subsidiary to all profits, distributions or dividends (after deduction of relevant tax expenses) to be received by the VIE equity holder, and the following amounts, to the extent in excess of the 118 Table of Contents original registered capital that they contributed to the VIE (after deduction of relevant tax expenses) to be received by each VIE equity holder: (i) proceeds from the transfer of its equity interests in the VIE, (ii) proceeds received in connection with a capital decrease in the VIE, and (iii) distributions or liquidation residuals from the disposal of its equity interests in the VIE upon termination or liquidation.

Risk Factors — Risks Related to Doing Business in the People’s Republic of China — There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations, and changes in policies, laws, rules and regulations in the PRC could adversely affect us” and “— Risks Related to Our Business and Industry — We may need additional capital but may not be able to obtain it on favorable terms or at all.” 93 Table of Contents Regulation We operate in an increasingly complex legal and regulatory environment.

Risk Factors — Risks Related to Doing Business in the People’s Republic of China — There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations, and changes in policies, laws, rules and regulations in the PRC could adversely affect us” and “— Risks Related to Our Business and Industry — We may need additional capital but may not be able to obtain it on favorable terms or at all.” 92 Table of Contents Regulation We operate in an increasingly complex legal and regulatory environment.

Nonetheless, these enterprises still need to submit the relevant materials to the MIIT to apply for new telecommunications operating permits or amended permits. 94 Table of Contents Although the Negative List allows foreign investors to hold more than 50% equity interests in a value-added telecommunications service provider engaging in e-commerce, domestic multi-party communications, or storage-and-forward and call center businesses, other requirements provided by the amended Foreign Investment Telecommunications Rules shall still apply.

Nonetheless, these enterprises still need to submit the relevant materials to the MIIT to apply for new telecommunications operating permits or amended permits. 93 Table of Contents Although the Negative List allows foreign investors to hold more than 50% equity interests in a value-added telecommunications service provider engaging in e-commerce, domestic multi-party communications, or storage-and-forward and call center businesses, other requirements provided by the amended Foreign Investment Telecommunications Rules shall still apply.

Also, an online publication service provider is prohibited from lending, leasing, selling or otherwise transferring the Online Publication Service License, or to allow any other online information service provider to provide online publication services in its name. 99 Table of Contents Regulation of Internet Drug Information Service The State Food and Drug Administration, or the SFDA, the predecessor of the National Medical Products Administration, promulgated the Administrative Measures on Internet Drug Information Service in July 2004 and further amended the same in November 2017.

Also, an online publication service provider is prohibited from lending, leasing, selling or otherwise transferring the Online Publication Service License, or to allow any other online information service provider to provide online publication services in its name. 98 Table of Contents Regulation of Internet Drug Information Service The State Food and Drug Administration, or the SFDA, the predecessor of the National Medical Products Administration, promulgated the Administrative Measures on Internet Drug Information Service in July 2004 and further amended the same in November 2017.

The Opinions on Intensifying Crack Down on Illegal Securities Activities issued on July 6, 2021 called for (i) tightening oversight of data security, cross-border data flow and administration of classified information, as well as amendments to relevant regulations to specify responsibilities of overseas listed Chinese companies with respect to data security and information security; (ii) enhanced oversight of overseas listed companies as well as overseas equity fundraising and listing by Chinese companies; and (iii) extraterritorial application of PRC securities laws.

According to the Internet Search Regulations, Internet search service providers must verify paid-search service customers’ qualifications, limit the ratio of paid-search results on each web page, and clearly distinguish paid-search results from natural search results. 95 Table of Contents On February 25, 2023, the SAMR released the Administrative Measures for Internet Advertising, which came into effect from May 1, 2023 and replaced the Internet Advertising Interim Measures promulgated by the SAIC on July 4, 2016.

According to the Internet Search Regulations, Internet search service providers must verify paid-search service customers’ qualifications, limit the ratio of paid-search results on each web page, and clearly distinguish paid-search results from natural search results. 94 Table of Contents On February 25, 2023, the SAMR released the Administrative Measures for Internet Advertising, which came into effect from May 1, 2023 and replaced the Internet Advertising Interim Measures promulgated by the SAIC on July 4, 2016.

The Data Security Law also introduces a data 106 Table of Contents classification and hierarchical protection system based on the importance of data in economic and social development, as well as the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, or illegally acquired or used, and an appropriate level of protection measures is required to be taken for the respective categories of data, for example, the processor of important data shall designate the personnel and management institution responsible for the data security, carry out risk assessment for its data processing activities and file the risk assessment report with the competent authorities.

The Data Security Law also introduces a data classification and hierarchical protection system based on the importance of data in economic and social development, as well as the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, or illegally acquired or used, and an appropriate level of protection measures is required to be taken for the respective categories of data, for example, the processor of important data shall designate the personnel and management institution responsible for the data security, carry out risk assessment for its data processing activities and file the risk assessment report with the competent authorities.

Risk Factors — Risks Related to Our Corporate Structure.” The following is a summary of our typical contractual arrangements. 116 Table of Contents Loan Agreements Pursuant to the relevant loan agreement, our respective subsidiary has granted a loan to the relevant VIE equity holders, which may only be used for the purpose of its business operation activities agreed by our subsidiary or the acquisition of the relevant VIE.

Risk Factors — Risks Related to Our Corporate Structure.” The following is a summary of our typical contractual arrangements. 117 Table of Contents Loan Agreements Pursuant to the relevant loan agreement, our respective subsidiary has granted a loan to the relevant VIE equity holders, which may only be used for the purpose of its business operation activities agreed by our subsidiary or the acquisition of the relevant VIE.

Key Information — The VIE Structure Adopted by Our Company— Variable Interest Entity Financial Information.” Contractual Arrangements among Our Subsidiaries, Variable Interest Entities and the Variable Interest Entity Equity Holders Due to legal restrictions on foreign ownership and investment in, among other areas, value‑added telecommunications services, which include the operations of ICPs, we, similar to all other entities with foreign‑incorporated holding company structures operating in our industry in China, operate our Internet businesses and other businesses in which foreign investment is restricted or prohibited in the PRC through various contractual arrangements with VIEs that are incorporated and owned by PRC citizens or by PRC entities owned and/or controlled by PRC citizens.

Key Information — The VIE Structure Adopted by Our Company— Variable Interest Entity Financial Information.” 114 Table of Contents Contractual Arrangements among Our Subsidiaries, the Variable Interest Entities and Variable Interest Entity Equity Holders Due to legal restrictions on foreign ownership and investment in, among other areas, value added telecommunications services, which include the operations of ICPs, we, similar to all other entities with foreign incorporated holding company structures operating in our industry in China, operate our Internet businesses and other businesses in which foreign investment is restricted or prohibited in the PRC through various contractual arrangements with VIEs that are incorporated and owned by PRC citizens or by PRC entities owned and/or controlled by PRC citizens.

If an ICP violates these measures, the PRC government may impose fines and revoke any relevant business operation licenses. 98 Table of Contents Regulation of Broadcasting Audio/Video Programs through the Internet We are subject to various laws and regulations in connection with providing online audio/video programs and livestreaming via our platform.

If an ICP violates these measures, the PRC government may impose fines and revoke any relevant business operation licenses. 97 Table of Contents Regulation of Broadcasting Audio/Video Programs through the Internet We are subject to various laws and regulations in connection with providing online audio/video programs and livestreaming via our platform.

They also establish the SARFT as the sector’s regulatory authority, and serve as the foundation for all other legislation promulgated in this area. 100 Table of Contents The Film Regulations provide the framework for an industry-wide licensing system operated by the SARFT, under which separate permits (and permit application procedures) apply.

They also establish the SARFT as the sector’s regulatory authority, and serve as the foundation for all other legislation promulgated in this area. 99 Table of Contents The Film Regulations provide the framework for an industry-wide licensing system operated by the SARFT, under which separate permits (and permit application procedures) apply.

Trendyol, which we believe is by far the leading e-commerce platform in Türkiye in terms of both GMV and order volume in 2022, serves consumers with a broad selection of products and services through its e-commerce business as well as local consumer services for food and groceries.

Trendyol, which we believe is by far the leading e-commerce platform in Türkiye in terms of both GMV and order volume in 2023, serves consumers with a broad selection of products and services through its e-commerce business as well as local consumer services for food and groceries.

Trendyol Trendyol, which we believe is by far the leading e-commerce platform in Türkiye in terms of both GMV and order volume in 2022, serves consumers with a broad selection of products and services through its e-commerce business as well as local consumer services for food and groceries.

Trendyol Trendyol, which we believe is by far the leading e-commerce platform in Türkiye in terms of both GMV and order volume in 2023, serves consumers with a broad selection of products and services through its e-commerce business as well as local consumer services for food and groceries.

We also expect to enhance our monetization capability through leveraging our data technologies to develop and offer more personalized and innovative services, so as to improve customer experience and wallet share. Furthermore, our major business segments and other elements in our ecosystem provide synergetic advantages and create cross-promotional opportunities.

We also expect to enhance our monetization capability through leveraging our data technologies to develop and offer more personalized and innovative services, so as to improve customer experience and wallet share. Furthermore, our major business segments and other elements in our ecosystem provide synergistic advantages and create cross-promotional opportunities.

Regulation of Internet Security The Decision in Relation to Protection of Internet Security enacted by the Standing Committee of the National People’s Congress of China on December 28, 2000, as amended, provides that the following activities conducted through the Internet are subject to criminal punishment: • gaining improper entry into a computer or system of strategic importance; • disseminating politically disruptive information or obscenities; • leaking state secrets; • spreading false commercial information; or • infringing intellectual property rights.

Under the Foreign Investment Security Review Measures, foreign investments in military, national 109 Table of Contents defense-related areas or in locations in proximity to military facilities, or foreign investments that would result in acquiring the actual control of assets in certain key sectors, such as critical agricultural products, energy and resources, equipment manufacturing, infrastructure, transport, cultural products and services, IT, Internet products and services, financial services and technology sectors, are required to obtain approval from designated governmental authorities in advance.

Under the Foreign Investment Security Review Measures, foreign investments in military, national defense-related areas or in locations in proximity to military facilities, or foreign investments that would result in acquiring the actual control of assets in certain key sectors, such as critical agricultural products, energy and resources, equipment manufacturing, infrastructure, transport, cultural products and services, IT, Internet products and services, financial services and technology sectors, are required to obtain approval from designated governmental authorities in advance.

Risk Factors — Risks Related to Our Corporate Structure — Substantial uncertainties exist with respect to the interpretation and implementation of the PRC Foreign Investment Law and its implementing rules and other regulations and how they may impact the viability of our current corporate structure, business, financial condition and results of operations.” Given the uncertainties relating to the interpretation and enforcement of PRC laws, rules and regulations, it is possible that our existing operations may be found not to be in full compliance with relevant laws and regulations in the future.

Risk Factors — Risks Related to Our Corporate Structure — Substantial uncertainties exist with respect to the interpretation and implementation of the PRC Foreign Investment Law and its implementing rules and other regulations and how they may impact the viability of our current corporate structure, business, financial condition and results of operations.” 91 Table of Contents Given the uncertainties relating to the interpretation and enforcement of PRC laws, rules and regulations, it is possible that our existing operations may be found not to be in full compliance with relevant laws and regulations in the future.

Consumers visit over 300 Freshippo Supermarket stores for the touch and feel of quality fresh goods, join tasting events for new products, and shop for private label or exclusive products that are not available elsewhere or simply spend time with family.

Consumers visit over 360 Freshippo Supermarket stores for the touch and feel of quality fresh goods, join tasting events for new products, and shop for private label or exclusive products that are not available elsewhere or simply spend time with family.

Risk Factors — Risks Related to Doing Business in the People’s Republic of China — There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations, and changes in policies, laws, rules and regulations in the PRC could adversely affect us.” 92 Table of Contents Permissions and Approvals Required to be Obtained from PRC Authorities for our Securities Offerings The PRC government has enhanced its regulatory oversight of Chinese companies listing overseas.

Risk Factors — Risks Related to Doing Business in the People’s Republic of China — There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations, and changes in policies, laws, rules and regulations in the PRC could adversely affect us.” Permissions and Approvals Required to be Obtained from PRC Authorities for our Securities Offerings The PRC government has enhanced its regulatory oversight of Chinese companies listing overseas.

Lazada, a leading and fast-growing e-commerce platform in Southeast Asia, serves one of the largest user bases among the global e-commerce platforms by providing consumers with access to a broad range of offerings from local SMEs, and regional and global brands.

Lazada, a leading e-commerce platform in Southeast Asia, serves one of the largest user bases among the global e-commerce platforms by providing consumers with access to a broad range of offerings from local SMEs, and regional and global brands.

We pay special attention to being accessible and senior-friendly. We understand the difficulties of the disabled community in using digital technology and help provide them with equal access to digital technologies. We also provide well-designed, convenient and efficient digital services to senior consumers.

For instance, we pay special attention to being accessible and senior-friendly. We understand the difficulties of the disabled community in using digital technology and help provide them with equal access to digital technologies. We also provide well-designed, convenient and efficient digital services to senior consumers.

The Provisions on Technological Measures for Internet Security Protection, or the Internet Security Protection Measures, promulgated on December 13, 2005 by the Ministry of Public Security require all ICPs to keep records of certain information about their users (including user registration 103 Table of Contents information, log in and log out time, IP address, content and time of posts by users) for at least 60 days and submit the above information as required by laws and regulations.

The Provisions on Technological Measures for Internet Security Protection, or the Internet Security Protection Measures, promulgated on December 13, 2005 by the Ministry of Public Security require all ICPs to keep records of certain information about their users (including user registration information, log in and log out time, IP address, content and time of posts by users) for at least 60 days and submit the above information as required by laws and regulations.

In general, a VAT at the rate of 17% (before May 1, 2018) or 16% (from May 1, 2018 to March 31, 2019) or 13% (from April 1, 2019 onwards) is levied on most goods imported via cross-border e-commerce platforms and a 15% consumption tax is levied on high-end cosmetics and high-end skincare products, while no consumption tax is 110 Table of Contents levied on regular skin care products, maternity or baby care products.

In general, a VAT at the rate of 17% (before May 1, 2018) or 16% (from May 1, 2018 to March 31, 2019) or 13% (from April 1, 2019 onwards) is levied on most goods imported via cross-border e-commerce platforms and a 15% consumption tax is levied on high-end cosmetics and high-end skincare products, while no consumption tax is levied on regular skin care products, maternity or baby care products.

According to the Cybersecurity Review Measures, the purchase of cyber products and services including core network equipment, high-performance computers and servers, mass storage devices, large databases and application software, network security equipment, cloud computing services, and other products and services that have an important impact on the security of critical information 104 Table of Contents infrastructure which affects or may affect national security is subject to cybersecurity review by the Cybersecurity Review Office.

According to the Cybersecurity Review Measures, the purchase of cyber products and services including core network equipment, high-performance computers and servers, mass storage devices, large databases and application software, network security equipment, cloud computing services, and other products and services that have an important impact on the security of critical information infrastructure which affects or may affect national security is subject to cybersecurity review by the Cybersecurity Review Office.

In addition, we are in the process of restructuring the VIEs and changing these individuals as part of our Reorganization. 115 Table of Contents The following diagram is a simplified illustration of the typical ownership structure and contractual arrangements of the VIEs under the Enhanced VIE Structure.

In addition, we are in the process of restructuring the VIEs and changing these individuals as part of our Reorganization. 116 Table of Contents The following diagram is a simplified illustration of the typical ownership structure and contractual arrangements of the VIEs under the Enhanced VIE Structure.

We leverage these capabilities and technologies to support our ecosystem and provide our customers across various verticals with industry-specific solutions, including those for commerce, financial services, and industrial applications. In addition, as part of our globalization strategy, Alibaba Cloud continued to expand our international cloud computing infrastructure to better serve our customers’ needs in overseas markets.

We leverage these capabilities and technologies to support our ecosystem and provide our customers across various verticals with industry-specific solutions, including those for commerce, financial services, and industrial applications. In addition, as part of our globalization strategy, Cloud Intelligence Group continued to expand our international cloud computing infrastructure to better serve our customers’ needs in overseas markets.

Risk Factors — Risks Related to Our Business and Industry — If we are unable to compete effectively, our business, financial condition and results of operations would be materially and adversely affected.” Seasonality Our overall operating results fluctuate from quarter to quarter as a result of a variety of factors, including seasonal factors and economic cycles that influence consumer spending as well as promotions.

Risk Factors — Risks Related to Our Business and Industry — If we are unable to compete effectively, our business, financial condition and results of operations would be materially and adversely affected.” 90 Table of Contents Seasonality Our overall operating results fluctuate from quarter to quarter as a result of a variety of factors, including seasonal factors and economic cycles that influence consumer spending as well as promotions.

Box 847, George Town, Grand Cayman, Cayman Islands. Our agent for service of process in the United States is Corporation Service Company located at 1180 Avenue of the Americas, Suite 210, New York, New York 10036. Our corporate website is www.alibabagroup.com . 70 Table of Contents We have a demonstrated track record of successful organic business creation.

Box 847, George Town, Grand Cayman, Cayman Islands. Our agent for service of process in the United States is Corporation Service Company located at 1180 Avenue of the Americas, Suite 210, New York, New York 10036. Our corporate website is www.alibabagroup.com . We have a demonstrated track record of successful organic business creation.

In addition, Fengniao Logistics, Ele.me’s on-demand delivery network, provides last-mile logistics services, including delivery of food, groceries, FMCG and pharmaceutical products for Freshippo, Sun Art, as well as Alibaba Health.

By leveraging the power of our ecosystem, merchants, brands and retailers on Taobao and Tmall can acquire, retain and further deepen their engagement with consumers in an efficient and effective manner, build brand awareness and deliver seamless consumer experience with our logistics and fulfillment capabilities. This enhances merchants’, brands’ and retailers’ loyalty to our platforms.

By leveraging the power of our ecosystem, merchants, brands and retailers on Taobao and Tmall can acquire, retain and further deepen their engagement with consumers in an efficient and effective manner, build brand awareness and deliver seamless consumer experience with our logistics and fulfillment capabilities. This enhances the loyalty of merchants, brands and retailers to our platforms.

In addition, online marketplace platform providers may, pursuant to PRC consumer protection laws, be subject to liabilities if the lawful rights and interests of consumers are infringed in connection with consumers’ purchase of goods or acceptance of services on online marketplace platforms and the platform service providers fail to provide consumers with the contact information of the merchant or manufacturer.

In addition, online marketplace platform providers may, pursuant to PRC consumer protection laws, be subject to liabilities if the lawful rights and interests of consumers are infringed in connection with consumers’ purchase of goods or acceptance of services on online marketplace 107 Table of Contents platforms and the platform service providers fail to provide consumers with the contact information of the merchant or manufacturer.

In addition, online livestreaming marketing platforms are also required to 97 Table of Contents establish and maintain risk management systems to guard against high-risk marketing activities, including taking measures such as pop-up warnings, limiting traffic, suspending livestreaming, and prominently alerting users of the risks involved in transactions that are conducted outside livestreaming platforms.

In addition, online livestreaming marketing platforms are also required to establish and maintain risk management systems to guard against high-risk marketing activities, including taking measures such as pop-up warnings, limiting traffic, suspending livestreaming, and prominently alerting users of the risks involved in transactions that are conducted outside livestreaming platforms.

In addition, when introducing health and wellness knowledge, information such as the address or contact information of commodity operators or service providers and shopping links related to these products must not appear on the same page or at the same time; • advertisements for medical treatments, pharmaceuticals, health foods, special medical purpose formula foods, medical devices, cosmetics, alcohol, beauty advertisements, and online game advertisements that are detrimental to the physical and mental health of minors shall not be published on Internet media targeted to minors; • Internet advertisements must be visibly marked as “advertisement”, while paid-search results must be obviously distinguished from natural search results; • when promoting commodities or services through knowledge introduction, experience sharing or consumer evaluation, and purchase methods such as shopping links are attached, the advertisements publishers shall visibly mark them as “advertisements”; • “pop-up ads” must be clearly marked with a “close” sign and be closable with one click.

In addition, when introducing health and wellness knowledge, information such as the address or contact information of commodity operators or service providers and shopping links related to these products must not appear on the same page or at the same time; • advertisements for medical treatments, pharmaceuticals, health foods, special medical purpose formula foods, medical devices, cosmetics, alcohol, beauty advertisements, and online game advertisements that are detrimental to the physical and mental health of minors shall not be published on Internet media targeted to minors; • Internet advertisements must be visibly marked as “advertisement”, while paid-search results must be obviously distinguished from natural search results; • when promoting commodities or services through knowledge introduction, experience sharing or consumer evaluation, and purchase methods such as shopping links are attached, the advertisements publishers shall visibly mark them as "advertisements"; • "pop-up ads" must be clearly marked with a "close" sign and be closable with one click.

Our ESG strategy has seven dimensions, corresponding to all of the 17 Sustainable Development Goals (SDGs) issued by the United Nations and closely tied to China's modernization goals. We have devised our ESG strategy to be pragmatic, long-term and action-oriented, regimented by a transparent and rigorous indicator system.

Our ESG strategy has seven dimensions, corresponding to all of the 17 Sustainable Development Goals (SDGs) issued by the United Nations and closely tied to China's modernization goals. 88 Table of Contents We have devised our ESG strategy to be pragmatic, long-term and action-oriented, regimented by a transparent and rigorous indicator system.

These major subsidiaries have obtained all material approvals required for their business operations. The Negative List does not apply to our major subsidiaries that are registered and domiciled in Hong Kong S.A.R., the British Virgin Islands or the Cayman Islands, and operate outside of Chinese mainland.

These major subsidiaries have obtained all material approvals required for their business operations. The Negative List does not apply to our major subsidiaries that are registered and domiciled in Hong Kong, the British Virgin Islands or the Cayman Islands, and operate outside of Chinese mainland.

Only by creating sustained customer value can employees grow and shareholders achieve long-term benefit. • Trust makes everything simple – Trust is both the most precious and fragile thing in the world. The story of Alibaba is a story of building and cherishing trust. Complexity begets complexity, and simplicity breeds simplicity.

Only by creating sustained customer value can employees grow and shareholders achieve long-term benefit. 72 Table of Contents • Trust makes everything simple – Trust is both the most precious and fragile thing in the world. The story of Alibaba is a story of building and cherishing trust. Complexity begets complexity, and simplicity breeds simplicity.

ESG Governance Structure 90 Table of Contents Alibaba’s over 20 years of business success has been predicated on a thoughtful system of governance to oversee our wide array of brands, platforms and services. We recognize that no ESG strategy can reach its full potential without a dedicated structure of governance.

ESG Governance Structure Alibaba’s over 20 years of business success has been predicated on a thoughtful system of governance to oversee our wide array of brands, platforms and services. We recognize that no ESG strategy can reach its full potential without a dedicated structure of governance.

On March 10, 2023, the SAMR issued the Provisions on the Prohibition of Monopoly Agreements, which came into effect from April 15, 2023 and replaced the Interim Provisions on the Prohibition of Monopoly Agreements to further enhance the enforcement on the supervision of monopoly agreements. 102 Table of Contents In addition, the amended PRC Anti-monopoly Law further regulates monopolistic behaviors in the Internet sector.

On March 10, 2023, the SAMR issued the Provisions on the Prohibition of Monopoly Agreements, which came into effect from April 15, 2023 and replaced the Interim Provisions on the Prohibition of Monopoly Agreements to further enhance the enforcement on the supervision of monopoly agreements. In addition, the amended PRC Anti-monopoly Law further regulates monopolistic behaviors in the Internet sector.

Although the term “actual control” is not clearly defined under the Foreign Investment Security Review Measures, it is possible that control through contractual arrangement may be regarded as a form of actual control and therefore requires approval from the competent governmental authority.

Although the term “actual control” is not clearly defined under 109 Table of Contents the Foreign Investment Security Review Measures, it is possible that control through contractual arrangement may be regarded as a form of actual control and therefore requires approval from the competent governmental authority.

We are listed on 69 Table of Contents the NYSE under the symbol “BABA” and on the Hong Kong Stock Exchange under the stock codes “9988 (HKD Counter)” and “89988 (RMB Counter).” Our significant subsidiaries, as that term is defined under Section 1‑02 of Regulation S‑X under the U.S.

We are listed on the NYSE under the symbol “BABA” and on the Hong Kong Stock Exchange under the stock codes “9988 (HKD Counter)” and “89988 (RMB Counter).” Our significant subsidiaries, as that term is defined under Section 1‑02 of Regulation S‑X under the U.S.

Alibaba Cloud offers a complete suite of cloud services, including proprietary servers, computing, storage, network, security, database, big data, container, machine learning, and model training and inference, serving our ecosystem and beyond. We leverage these capabilities and technologies to provide our customers across various verticals with industry-specific solutions, enabling intelligent business decisions and operations.

Cloud Intelligence Group offers a complete suite of cloud services, including proprietary servers, computing, storage, network, security, database, big data and AI, container, machine learning, and model training and inference, serving our ecosystem and beyond. We leverage these capabilities and technologies to provide our customers across various verticals with industry-specific solutions, enabling intelligent business decisions and operations.

The Draft Cyber Data Security Regulations further require data processors processing important data or going public overseas to conduct annual data security self-assessment, and submit the data security assessment report to their respective local branch of the Cyberspace Administration of China before January 31 each year.

The Draft Cyber Data Security Regulations further require data processors processing important data or going public overseas to conduct annual data security self-assessment, and submit the 106 Table of Contents data security assessment report to their respective local branch of the Cyberspace Administration of China before January 31 each year.

Specifically, for fiscal year 2023, our representative VIEs are Zhejiang Taobao Network Co., Ltd., Zhejiang Tmall Network Co., Ltd., Hangzhou Alibaba Advertising Co., Ltd., Hangzhou Ali Venture Capital Co., Ltd., Shanghai Rajax Information Technology Co., Ltd., Alibaba Cloud Computing Ltd. and Alibaba Culture Entertainment Co., Ltd. See “— C. Organizational Structure” above.

Specifically, for fiscal year 2024, our representative VIEs are Zhejiang Taobao Network Co., Ltd., Zhejiang Tmall Network Co., Ltd., Hangzhou Ali Venture Capital Co., Ltd., Shanghai Rajax Information Technology Co., Ltd., Alibaba Cloud Computing Ltd. and Alibaba Culture Entertainment Co., Ltd. See “— C. Organizational Structure” above.

On December 31, 2021, the Cyberspace Administration of China, the MIIT, the Ministry of Public Security and the SAMR jointly promulgated the Administrative Provisions on Internet Information Service Algorithm Recommendation, or the Algorithm Recommendation Provisions, which came into effect on March 1, 2022.

On December 31, 2021, the Cyberspace Administration of China, the MIIT, the Ministry of Public Security and the SAMR jointly promulgated the Administrative Provisions on Internet 104 Table of Contents Information Service Algorithm Recommendation, or the Algorithm Recommendation Provisions, which came into effect on March 1, 2022.

Risk Factors – Risks Related to Our Corporate Structure.” VIE Structure Overview The following diagram is a simplified illustration of the typical ownership structure and contractual arrangements for VIEs: 114 Table of Contents For most of the VIEs, our group uses a different structure, or the Enhanced VIE Structure.

Risk Factors – Risks Related to Our Corporate Structure.” VIE Structure Overview The following diagram is a simplified illustration of the typical ownership structure and contractual arrangements for VIEs: For most of the VIEs, our group uses a different structure, or the Enhanced VIE Structure.

On July 10, 2023, the Cyberspace Administration of China, together with other relevant authorities, released the Interim Measures on Generative AI Services, which will come into effect on August 15, 2023 and mainly impose compliance requirements on providers of generative AI services.

On July 10, 2023, the Cyberspace Administration of China, together with other relevant authorities, released the Interim Measures on Generative AI Services, which came into effect on August 15, 2023 and mainly impose compliance requirements on providers of generative AI services.

Our in-feed and display marketing services take these factors into consideration, along with other consumer insights generated across our ecosystem, to further deliver an engaging and relevant content discovery process and shopping experience to our consumers through livestreaming, short-form videos, interactive games and other formats.

Our in-feed and display marketing services take these factors into consideration, along with other consumer insights generated across our ecosystem, to further deliver an engaging and relevant content discovery 80 Table of Contents process and shopping experience to our consumers through livestreaming, short-form videos, interactive games and other formats.

According to the Administrative Measures on Online Livestreaming (Trial), online livestreaming marketing platforms are required, among other things, to set up a system to internally rank streamers by metrics such as views and transaction volumes, and take heightened regulatory measures in relation to key livestreaming operators.

According to the Administrative Measures on Online Livestreaming (Trial), online livestreaming marketing platforms are required, among other things, 96 Table of Contents to set up a system to internally rank streamers by metrics such as views and transaction volumes, and take heightened regulatory measures in relation to key livestreaming operators.

Under these laws, rules and regulations, foreign-invested enterprises may pay dividends only out of their accumulated profit, if any, as determined in accordance 111 Table of Contents with PRC accounting standards and regulations.

Under these laws, rules and regulations, foreign-invested enterprises may pay dividends only out of their accumulated profit, if any, as determined in accordance with PRC accounting standards and regulations.

Profits retained from prior fiscal years may be distributed together with distributable profits from the current fiscal year. Regulation of Overseas Listing The PRC government has enhanced its regulatory oversight of Chinese companies listing overseas.

Profits retained from prior fiscal years may be distributed together with distributable profits from the current fiscal year. 111 Table of Contents Regulation of Overseas Listing The PRC government has enhanced its regulatory oversight of Chinese companies listing overseas.

The amended PRC Anti-monopoly Law, among others: • provides in general provisions that enterprises must not engage in monopolistic behaviors through data and algorithms, technology, capital advantages, or platform rules; and • provides that enterprises with dominant market position must not abuse their dominant positions through data and algorithms, technology, capital advantages, or platform rules.

The amended PRC Anti-monopoly Law, among others: • provides in general provisions that enterprises must not engage in monopolistic behaviors through data and algorithms, technology, capital advantages, or platform rules; and 101 Table of Contents • provides that enterprises with dominant market position must not abuse their dominant positions through data and algorithms, technology, capital advantages, or platform rules.

We are committed to assuming greater responsibility while pursuing business excellence as the operator of a platform economy. See “— Environmental, Social and Governance (ESG).” Our Businesses China Commerce China Commerce Retail We operate the largest retail commerce business in the world in terms of GMV in the twelve months ended March 31, 2023, according to Analysys.

We are committed to assuming greater responsibility while pursuing business excellence as the operator of a platform economy. See “— Environmental, Social and Governance (ESG).” Our Businesses Taobao and Tmall Group China Commerce Retail We operate the largest retail commerce business in the world in terms of GMV in the twelve months ended March 31, 2024, according to Analysys.

Our “To-Destination” businesses, including Amap, Fliggy and Koubei, provide consumers with convenient access to quality services at their destinations. Amap, a leading provider of mobile digital map, navigation and real-time traffic information in China, provides users with a simple one-stop access point to services such as navigation, local services and ride-hailing.

Our “To-Destination” businesses provide consumers with convenient access to quality services to and at their destinations primarily through Amap, a leading provider of mobile digital map, navigation and real-time traffic information in China. Amap provides users with a simple one-stop access point to services such as navigation, local services and ride-hailing.

Tmall has driven the digitalization and transformation of brands and retailers by enabling them to digitalize their operations, engage, acquire and retain consumers, increase brand recognition, innovate product offerings, manage supply chains and enhance operating efficiency.

Taobao and Tmall have driven the digitalization and transformation of merchants, brands and retailers by enabling them to digitalize their operations, engage, acquire and retain consumers, increase brand recognition, innovate product offerings, manage supply chains and enhance operating efficiency.

In 2022, the revenue of China’s public cloud service market, including IaaS, PaaS and SaaS markets, only accounted for 0.2% of China’s GDP in 2022, significantly lower than that of the U.S., indicating tremendous room for growth. The industry has experienced significant growth in recent years with increasing adoption of both basic infrastructural services and value-added services by enterprises.

In 2023, the revenue of China’s public cloud service market, including IaaS, PaaS and SaaS markets, only accounted for 0.2% of China’s GDP, which is significantly lower than that of the U.S. and indicates tremendous room for growth. The industry has experienced significant growth in recent years with increasing adoption of both basic infrastructural services and value-added services by enterprises.

To-Home Our “To-Home” business enables consumers to easily access merchants’ services at home through Ele.me , a leading local services and on-demand delivery platform in China. Ele.me enables consumers to use Ele.me, Alipay, Taobao mobile apps to order meals, food, groceries, FMCG, flowers and pharmaceutical products online.

To-Home Our “To-Home” business enables consumers to easily access merchants’ services at home through Ele.me, a leading local services and on-demand delivery platform in China. Ele.me enables consumers to use Ele.me, Alipay, Taobao apps to order 84 Table of Contents meals, food, groceries, FMCG, flowers and pharmaceutical products online.

Local Consumer Services 73 Table of Contents We use mobile and online technology to enhance the efficiency, effectiveness and convenience of consumer services for both service providers and their customers in two distinct scenarios: “To-Home” and “To-Destination.” Our “To-Home” business enables consumers to order food and beverages, groceries, FMCG, flowers and pharmaceutical products anytime and anywhere through Ele.me, a leading local services and on-demand delivery platform.

Local Services Group We leverage our proprietary mobile and online technology to enhance the efficiency, effectiveness and convenience of consumer services for both service providers and their customers in two distinct scenarios: “To-Home” and “To-Destination.” Our “To-Home” business enables consumers to order food and beverages, groceries, FMCG, flowers and pharmaceutical products anytime and anywhere through Ele.me, a leading local services and on-demand delivery platform.

Quark Quark provides young users with a one-stop platform for information search, storage and consumption. It offers tools and services, such as smart search, Quark cloud drive, AI camera, Quark learning and Quark documents, to help users better acquire and utilize a variety of digital content and information for learning and work purposes.

Quark provides young users with a one-stop platform for information search, storage and consumption with its suite of AI-enabled tools and services, such as smart search, Quark cloud drive, AI camera, Quark learning and Quark documents, to help users better acquire and utilize a variety of digital content and information for learning and work purposes.

Compared with the prior VIE structure adopted by many peer companies in our industry, which uses natural persons to serve as direct or indirect equity holders of the VIE, we have designed the Enhanced VIE Structure to: • reduce the key man and succession risks associated with natural person VIE equity holders, through a new structure that has widely dispersed interests among natural person interest holders; and • create a VIE ownership structure that is more stable and self‑sustaining, by distancing the natural person interest holders with the VIE with multiple layers of legal entities, including a partnership structure and multiple layers of contractual arrangements.

We may also create additional holding structures in the future. 115 Table of Contents Compared with the prior VIE structure adopted by many peer companies in our industry, which uses natural persons to serve as direct or indirect equity holders of the VIE, we have designed the Enhanced VIE Structure to: • reduce the key man and succession risks associated with natural person VIE equity holders, through a new structure that has widely dispersed interests among natural person interest holders; and • create a VIE ownership structure that is more stable and self‑sustaining, by distancing the natural person interest holders with the VIE with multiple layers of legal entities, including a partnership structure and multiple layers of contractual arrangements.

The uniqueness of our technology lies in the unparalleled large-scale application 87 Table of Contents environment due to the scale of our businesses as well as our diverse range of product and service offerings. By continuously applying our technology across our businesses, we generate knowledge and innovations that drive improvements and further technological development.

The uniqueness of our technology lies in the unparalleled large-scale application environment due to the scale of our businesses as well as our diverse range of product and service offerings. By continually applying our technology across our businesses, we generate knowledge and innovations that drive improvements and further technological development.

Risk Factors — Risks Related to Our ADSs and Shares — As a foreign private issuer in the United States, we are exempt from certain disclosure requirements under the U.S.

Risk Factors — Risks Related to Our ADSs and Shares — As a foreign 71 Table of Contents private issuer in the United States, we are exempt from certain disclosure requirements under the U.S.

Empowered by our commerce technologies and services, we appeal to a massive base of consumers by connecting them with diversified and comprehensive offerings in highly engaging and social formats. • Consumers. We serve a large and diversified consumer base in China, across both large cities and less-developed areas.

Empowered by our commerce technologies and services, we appeal to a massive base of consumers by providing them with diversified and comprehensive offerings at attractive prices in highly engaging and social formats. • Consumers. We serve a large and diversified consumer base in China, across both large cities and less-developed areas.

Many of Freshippo’s consumers also place orders online and have fresh goods delivered to door as quickly as within 30 minutes. In fiscal year 2023, online transactions contributed more than 65% of Freshippo's GMV.

Many of Freshippo’s consumers also place orders online and have fresh goods delivered to door as quickly as within 30 minutes. In fiscal year 2024, online transactions contributed more than 63% of Freshippo's GMV.

Current PRC laws, rules and regulations generally restrict foreign ownership in value-added telecommunication services.

Current PRC laws, rules and regulations restrict foreign ownership in certain value-added telecommunication services.

The creation of a new shopping experience is attributable to Freshippo’s significant retail expertise, including supply chain management, proprietary technology, and robust multi-layer and multi-temperature logistics and fulfillment infrastructure, all specifically designed for Freshippo’s offerings. Freshippo demonstrates scalability and sustainability with Freshippo's overall GMV reaching over RMB55 billion (US$8.0 billion) in fiscal year 2023.

Leveraging our full-stack cloud capabilities and proprietary products portfolio, Alibaba Cloud offers a comprehensive suite of cloud services based on a three-tier architecture of infrastructure-as-a-service (IaaS), platform-as-a-service (PaaS) and model-as-a-service (MaaS) to customers worldwide.

Leveraging our full-stack cloud capabilities and proprietary products portfolio, Cloud Intelligence Group offers a comprehensive suite of cloud services based on a three-tiered architecture of infrastructure-as-a-service (IaaS), platform-as-a-service (PaaS) and model-as-a-service (MaaS) to customers worldwide.

On June 14, 2022, the Cyberspace Administration of China promulgated the revised Regulations for the Administration of Mobile Application Information Services, which came into effect on August 1, 2022 and replaced the then effective Administration of Mobile Application Information Services.

Sellers on Alibaba.com may purchase an annual Gold Supplier membership to reach customers, provide quotations and transact on the marketplace. As of March 31, 2023, Alibaba.com had over 220,000 paying members from China and around the world.

Sellers on Alibaba.com may purchase an annual membership to reach customers, provide quotations and transact on the marketplace. As of March 31, 2024, Alibaba.com had over 230,000 paying members from China and around the world.

Cloud Operating System Apsara (our proprietary general-purpose distributed computing operating system), ShenlongCompute (our hardware virtualization architecture), and Pangu (our distributed cloud storage system), together, provide Alibaba Cloud’s customers and our core businesses with enhanced computing power and storage capabilities to support their and our business growth in the new technology era.

Cloud Operating System Apsara (our proprietary general-purpose distributed computing operating system), ShenlongCompute (our hardware virtualization architecture), Pangu (our distributed cloud storage system) and Luoshen (our cloud network structure), together, provide Cloud Intelligence Group’s customers and our core businesses with enhanced computing power and storage capabilities to support their and our business growth in the new technology era.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

211 edited+62 added−87 removed232 unchanged

2023 filing

2024 filing

Biggest changeSee “— Critical Accounting Policies and Estimates — Share-based Compensation Expense and Valuation of the Underlying Awards” below for additional information regarding our share-based compensation expense. 128 Table of Contents Results of Operations The following tables set out our consolidated results of operations for the periods indicated: Year ended March 31, 2021 2022 2023 RMB RMB RMB US$ (in millions, except per share data) Revenue China commerce 501,379 591,580 582,731 84,852 International commerce 48,851 61,078 69,204 10,077 Local consumer services 35,746 44,616 50,112 7,297 Cainiao 37,258 46,107 55,681 8,108 Cloud 60,558 74,568 77,203 11,242 Digital media and entertainment 31,186 32,272 31,482 4,584 Innovation initiatives and others 2,311 2,841 2,274 331 Total 717,289 853,062 868,687 126,491 Cost of revenue (421,205 ) (539,450 ) (549,695 ) (80,042 ) Product development expenses (57,236 ) (55,465 ) (56,744 ) (8,263 ) Sales and marketing expenses (81,519 ) (119,799 ) (103,496 ) (15,070 ) General and administrative expenses (55,224 ) (31,922 ) (42,183 ) (6,142 ) Amortization and impairment of intangible assets (12,427 ) (11,647 ) (13,504 ) (1,967 ) Impairment of goodwill — (25,141 ) (2,714 ) (395 ) Income from operations 89,678 69,638 100,351 14,612 Interest and investment income, net 72,794 (15,702 ) (11,071 ) (1,612 ) Interest expense (4,476 ) (4,909 ) (5,918 ) (862 ) Other income, net 7,582 10,523 5,823 848 Income before income tax and share of results of equity method investees 165,578 59,550 89,185 12,986 Income tax expenses (29,278 ) (26,815 ) (15,549 ) (2,264 ) Share of results of equity method investees 6,984 14,344 (8,063 ) (1,174 ) Net income 143,284 47,079 65,573 9,548 Net loss attributable to noncontrolling interests 7,294 15,170 7,210 1,050 Net income attributable to Alibaba Group Holding Limited 150,578 62,249 72,783 10,598 Accretion of mezzanine equity (270 ) (290 ) (274 ) (40 ) Net income attributable to ordinary shareholders 150,308 61,959 72,509 10,558 Earnings per share attributable to ordinary shareholders: (1) Basic 6.95 2.87 3.46 0.50 Diluted 6.84 2.84 3.43 0.50 Earnings per ADS attributable to ordinary shareholders: (1) Basic 55.63 22.99 27.65 4.03 Diluted 54.70 22.74 27.46 4.00 (1) Each ADS represents eight Shares. 129 Table of Contents Year ended March 31, 2021 2022 2023 % % % (as percentage of revenue) Revenue China commerce 70 69 67 International commerce 7 7 8 Local consumer services 5 5 6 Cainiao 5 5 6 Cloud 8 9 9 Digital media and entertainment 4 4 4 Innovation initiatives and others 1 1 — Total 100 100 100 Cost of revenue (59 ) (63 ) (63 ) Product development expenses (8 ) (7 ) (7 ) Sales and marketing expenses (11 ) (14 ) (12 ) General and administrative expenses (8 ) (4 ) (5 ) Amortization and impairment of intangible assets (1 ) (1 ) (1 ) Impairment of goodwill — (3 ) — Income from operations 13 8 12 Interest and investment income, net 10 (1 ) (1 ) Interest expense (1 ) (1 ) (1 ) Other income, net 1 1 — Income before income tax and share of results of equity method investees 23 7 10 Income tax expenses (4 ) (3 ) (1 ) Share of results of equity method investees 1 2 (1 ) Net income 20 6 8 Net loss attributable to noncontrolling interests 1 2 — Net income attributable to Alibaba Group Holding Limited 21 8 8 Accretion of mezzanine equity — — — Net income attributable to ordinary shareholders 21 8 8 Segment Information for Fiscal Years 2021, 2022 and 2023 The tables below set forth certain financial information of our operating segments for the periods indicated: Year ended March 31, 2023 China commerce (1) International commerce Local consumer services (1) Cainiao Cloud Digital media and entertainment Innovation initiatives and others Unallocated (2) Consolidated RMB RMB RMB RMB RMB RMB RMB RMB RMB US$ (in millions, except percentages) Revenue 582,731 69,204 50,112 55,681 77,203 31,482 2,274 — 868,687 126,491 Income (Loss) from operations 172,191 (8,429 ) (23,302 ) (3,622 ) (5,151 ) (4,638 ) (9,409 ) (17,289 ) 100,351 14,612 Add: Share-based compensation expense 7,969 2,716 3,672 2,218 6,561 1,756 1,658 4,281 30,831 4,489 Add: Amortization and impairment of intangible assets 4,702 93 5,609 1,013 12 1,008 844 223 13,504 1,967 Add: Impairment of goodwill — — — — — — — 2,714 2,714 395 Add: Equity-settled donation expense — — — — — — — 511 511 75 Adjusted EBITA 184,862 (5,620 ) (14,021 ) (391 ) 1,422 (1,874 ) (6,907 ) (9,560 ) 147,911 21,538 Adjusted EBITA margin 32 % (8 )% (28 )% (1 )% 2 % (6 )% (304 )% N/A 17 % 130 Table of Contents Year ended March 31, 2022 China commerce (1) International commerce Local consumer services (1) Cainiao Cloud Digital media and entertainment Innovation initiatives and others Unallocated (2) Consolidated RMB RMB RMB RMB RMB RMB RMB RMB RMB (in millions, except percentages) Revenue 591,580 61,078 44,616 46,107 74,568 32,272 2,841 — 853,062 Income (Loss) from operations 172,536 (10,655 ) (30,802 ) (3,920 ) (5,167 ) (7,019 ) (9,424 ) (35,911 ) 69,638 Add: Share-based compensation expense 7,078 1,569 2,556 1,396 6,297 1,520 1,839 1,716 23,971 Add: Amortization of intangible assets 2,817 95 6,154 1,059 16 809 456 241 11,647 Add: Impairment of goodwill — — — — — — — 25,141 25,141 Adjusted EBITA 182,431 (8,991 ) (22,092 ) (1,465 ) 1,146 (4,690 ) (7,129 ) (8,813 ) 130,397 Adjusted EBITA margin 31 % (15 )% (50 )% (3 )% 2 % (15 )% (251 )% N/A 15 % Year ended March 31, 2021 China commerce (1) International commerce Local consumer services (1) Cainiao Cloud Digital media and entertainment Innovation initiatives and others Unallocated (2) Consolidated RMB RMB RMB RMB RMB RMB RMB RMB RMB (in millions, except percentages) Revenue 501,379 48,851 35,746 37,258 60,558 31,186 2,311 — 717,289 Income (Loss) from operations 197,232 (9,361 ) (29,197 ) (3,964 ) (12,479 ) (10,321 ) (7,802 ) (34,430 ) 89,678 Add: Share-based compensation expense 14,505 4,223 4,972 1,956 10,205 3,281 2,518 8,460 50,120 Add: Amortization of intangible assets 1,922 206 7,852 1,195 23 922 83 224 12,427 Add: Anti-monopoly Fine (3) — — — — — — — 18,228 18,228 Adjusted EBITA 213,659 (4,932 ) (16,373 ) (813 ) (2,251 ) (6,118 ) (5,201 ) (7,518 ) 170,453 Adjusted EBITA margin 43 % (10 )% (46 )% (2 )% (4 )% (20 )% (225 )% N/A 24 % (1) Beginning on October 1, 2022, we reclassified the results of our Instant Supermarket Delivery (全能超市) business, which was previously reported under China commerce segment, to Local consumer services segment following the strategy refinement of Instant Supermarket Delivery business to focus on building customer mindshare for grocery delivery services through Ele.me platform.

China Commerce Wholesale We generate revenue from our China commerce wholesale business primarily through membership fees, value-added services and customer management services. Revenue from membership fees are primarily fixed annual fees from the sale of China TrustPass memberships for paying members to reach customers, provide quotations and transact.

China Commerce Wholesale Business We generate revenue from our China commerce wholesale business primarily through membership fees, value-added services and customer management services. Revenue from membership fees are primarily fixed annual fees from the sale of China TrustPass memberships for paying members to reach customers, provide quotations and transact.

Interest Expense Our interest expense is comprised of interest payments and amortization of upfront fees and incidental charges primarily associated with our US$8.0 billion unsecured senior notes issued in November 2014, of which US$5.05 billion was repaid in 2017, 2019 and 2021, the US$4.0 billion five-year term loan facility drawn down in fiscal year 2017 and extended in 2023, an aggregate of US$7.0 billion unsecured senior notes issued in December 2017, of which US$700 million was repaid in June 2023, as well as an aggregate of US$5.0 billion unsecured senior notes issued in February 2021.

Interest Expense Our interest expense is comprised of interest payments and amortization of upfront fees and incidental charges primarily associated with our US$8.0 billion unsecured senior notes issued in November 2014, of which US$5.05 billion was repaid in 2017, 2019 and 2021, an aggregate of US$7.0 billion unsecured senior notes issued in December 2017, of which US$700 million was repaid in June 2023, an aggregate of US$5.0 billion unsecured senior notes issued in February 2021, as well as the US$4.0 billion five-year term loan facility drawn down in fiscal year 2017 and extended in 2023.

Lin WAN ( 万霖 ) currently serves as the director and the chief executive officer of Cainiao Smart Logistics Network Limited, a global smart logistics company and the logistics arm of Alibaba Group, overseeing the company’s strategic planning and business operations. He is also a member of the Alibaba Partnership.

Lin WAN ( 萬霖 ) currently serves as director and chief executive officer of Cainiao Smart Logistics Network Limited, a global smart logistics company and the logistics arm of Alibaba Group, overseeing the company’s strategic planning and business operations. He is also a member of the Alibaba Partnership.

Prior to joining Cainiao, he was a senior executive at Amazon’s global logistics division. Lin holds a Ph.D. degree in operational research from The University of Texas in Austin. Luyuan FAN ( 樊路远 ) currently serves as chairman and chief executive officer of Digital Media and Entertainment Group and is a member of the Alibaba Partnership.

Prior to joining Cainiao, he was a senior executive at Amazon’s global logistics division. Lin holds a Ph.D. in operational research from The University of Texas in Austin. Luyuan FAN ( 樊路遠 ) currently serves as chairman and chief executive officer of Digital Media and Entertainment Group and is a member of the Alibaba Partnership.

Non‑GAAP diluted earnings per share represents non‑GAAP net income attributable to ordinary shareholders divided by the weighted average number of shares for computing non-GAAP diluted earnings per share, on a diluted basis. Non-GAAP diluted earnings per ADS represents non-GAAP diluted earnings per share after adjusting for the ordinary share-to-ADS ratio.

Non‑GAAP diluted earnings per share represents non-GAAP net income attributable to ordinary shareholders divided by the weighted average number of outstanding ordinary shares for computing non-GAAP diluted earnings per share on a diluted basis. Non-GAAP diluted earnings per ADS represents non-GAAP diluted earnings per share after adjusting for the ordinary share-to-ADS ratio.

In addition, our award agreements generally provide that, in the event of a grantee’s termination for cause (including any commission of an act of fraud, dishonesty or ethical breach) or violation of a non‑competition undertaking, we will have the right to terminate or cancel grants, forfeit the shares acquired by the grantee or, if applicable, repurchase the shares acquired by the grantee, generally at the original purchase price or the exercise price paid for the shares.

Clawback Our award agreements generally provide that, in the event of a grantee’s termination for cause (including any commission of an act of fraud, dishonesty or ethical breach) or violation of a non‑competition undertaking, we will have the right to terminate or cancel grants, forfeit the shares acquired by the grantee or, if applicable, repurchase the shares acquired by the grantee, generally at the original purchase price or the exercise price paid for the shares.

Our compensation committee is responsible for, among other things: • determining the proportion of annual cash bonus pool allocated and payable to our management for the year and determining the amount of cash bonus payable to our executive officers and directors and members of the partnership committee; • reviewing, evaluating and, if necessary, revising our overall compensation policies; • reviewing and evaluating the performance of our directors and executive officers and determining the compensation of our directors and executive officers; • reviewing and approving our executive officers’ employment agreements with us; • determining performance targets for our executive officers with respect to our incentive compensation plan and share‑based compensation plans; • administering our share‑based compensation plans in accordance with the terms thereof; and • carrying out other matters that are specifically delegated to the compensation committee by our board of directors from time to time.

Our compensation committee is responsible for, among other things: • determining the proportion of annual cash bonus pool allocated and payable to our management for the year and determining the amount of cash bonus payable to our executive officers and directors and members of the partnership committee; • reviewing, evaluating and, if necessary, revising our overall compensation policies; • reviewing and evaluating the performance of our directors and executive officers and determining the compensation of our directors and executive officers; • reviewing and approving our executive officers’ employment agreements with us; 163 Table of Contents • determining performance targets for our executive officers with respect to our incentive compensation plan and share‑based compensation plans; • administering our share‑based compensation plans in accordance with the terms thereof; and • carrying out other matters that are specifically delegated to the compensation committee by our board of directors from time to time.

Our nominating and corporate governance committee is responsible for, among other things: • selecting the board nominees (other than the director nominees to be nominated by the Alibaba Partnership) for election by the shareholders or appointment by the board; 166 Table of Contents • periodically reviewing with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity; • making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and • advising the board periodically with regards to significant developments in corporate governance law and practices as well as our compliance with applicable laws and regulations, and making recommendations to the board on corporate governance matters.

Our nominating and corporate governance committee is responsible for, among other things: • selecting the board nominees (other than the director nominees to be nominated by the Alibaba Partnership) for election by the shareholders or appointment by the board; • periodically reviewing with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity; • making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and • advising the board periodically with regards to significant developments in corporate governance law and practices as well as our compliance with applicable laws and regulations, and making recommendations to the board on corporate governance matters.

(1) Represents RSUs. (2) Represents options. C. Board Practices Nomination and Terms of Directors Pursuant to our Articles of Association, our board of directors is classified into three classes of directors designated as Group I, Group II and Group III, each generally serving a three‑year term unless earlier removed. The Group I directors currently consist of Joe Tsai, J.

(2) Represents options. C. Board Practices Nomination and Terms of Directors Pursuant to our Articles of Association, our board of directors is classified into three classes of directors designated as Group I, Group II and Group III, each generally serving a three‑year term unless earlier removed. The Group I directors currently consist of Joe Tsai, J.

Local Consumer Services We generate revenue from Local consumer services primarily through platform commissions and on-demand delivery services by our “To-home” business. Our revenue from platform commissions is mainly contributed by transactions on Ele.me, where merchants pay a commission based on a percentage of the transaction value. The commission percentages vary depending on product category.

Local Services Group We generate revenue from Local Services Group primarily through platform commissions and on-demand delivery services by our “To-home” business. Our revenue from platform commissions is mainly contributed by transactions on Ele.me, where merchants pay a commission based on a percentage of the transaction value. The commission percentages vary depending on product category.

Following the initial three‑year holding period and for so long as he or she remains a partner, we 159 Table of Contents require that the partner retain at least 40% of the equity interests (including shares underlying vested and unvested awards) that he or she held on the starting date of the initial three‑year holding period.

Following the initial three‑year holding period and for so long as he or she remains a partner, we require that the partner retain at least 40% of the equity interests (including shares underlying vested and unvested awards) that he or 157 Table of Contents she held on the starting date of the initial three‑year holding period.

TSAI ( 蔡崇信 ) joined our company in 1999 as a member of the Alibaba founding team and has served on our board of directors since our inception. He was chief financial officer until 2013 and is currently our executive vice chairman. Joe is a founding member of the Alibaba Partnership.

TSAI ( 蔡崇信 ) joined our company in 1999 as a member of the Alibaba founding team and has served on our board of directors since our inception. He was chief financial officer until 2013, our executive vice chairman until September 2023 and is currently our chairman. Joe is a founding member of the Alibaba Partnership.

As a result, we rely on dividends and other distributions paid by our operating subsidiaries for our cash and financing requirements, including the funds necessary to pay dividends and other cash distribution to our shareholders, fund inter-company loans, service outstanding debts and pay our expenses.

As a result, we rely on dividends and other distributions paid by our operating subsidiaries for our cash and financing requirements, including the funds necessary to repurchase shares, to pay dividends and other cash distribution to our shareholders, fund inter-company loans, service outstanding debts and pay our expenses.

We believe that our partnership approach has helped us to better manage our business, with the peer nature of the partnership enabling senior managers to collaborate and override bureaucracy and hierarchy. As of the date of this annual report, the Alibaba Partnership has a total of 28 members.

The board may at any time terminate or amend the 2014 Plan in any respect, including amendment of any form of any award agreement or instrument to be executed, provided, however, that to the extent necessary and desirable to comply with applicable laws or stock exchange rules, shareholder approval of any amendment to the 2014 Plan shall be obtained in the manner and to the degree required. 162 Table of Contents Share‑based Awards Held by Our Directors and Officers The following table summarizes the outstanding RSUs and options held as of March 31, 2023 by our directors and executive officers, as well as by their affiliates, under our equity incentive plan.

The board may at any time terminate or amend the 2014 Plan in any respect, including amendment of any form of any award agreement or instrument to be executed, provided, however, that to the extent necessary and desirable to comply with applicable laws or stock exchange rules, shareholder approval of any amendment to the 2014 Plan shall be obtained in the manner and to the degree required. 160 Table of Contents Share‑based Awards Held by Our Directors and Officers The following table summarizes the outstanding RSUs and options held as of March 31, 2024 by our directors and executive officers, as well as by their affiliates, under our equity incentive plan.

The terms of office of the current Group I, Group II and Group III directors will expire, respectively, at our 2024 annual general meeting, 2025 annual general meeting and 2023 annual general meeting. Unless otherwise determined by the shareholders in a general meeting, our board will consist of not less than nine directors.

The terms of office of the current Group I, Group II and Group III directors will expire, respectively, at our 2024 annual general meeting, 2025 annual general meeting and 2026 annual general meeting. Unless otherwise determined by the shareholders in a general meeting, our board will consist of not less than nine directors.

If at any time our board of directors consists of less than a simple majority of directors nominated or appointed by the Alibaba Partnership for any reason, including because a director previously nominated by the Alibaba Partnership ceases to be a member of our board of directors or because the Alibaba Partnership had previously not exercised its right to nominate 164 Table of Contents or appoint a simple majority of our board of directors, the Alibaba Partnership shall be entitled (in its sole discretion) to appoint such number of additional directors to the board as necessary to ensure that the directors nominated or appointed by the Alibaba Partnership comprise a simple majority of our board of directors.

If at any time our board of directors consists of less than a simple majority of directors nominated or appointed by the Alibaba Partnership for any reason, including because a director previously nominated by the Alibaba Partnership ceases to be a member of our board of directors or because the Alibaba Partnership had previously not exercised its right to nominate or appoint a simple majority of our board of directors, the Alibaba Partnership shall be entitled (in its sole discretion) to appoint such number of additional directors to the board as necessary to ensure that the directors nominated or appointed by the Alibaba Partnership comprise a simple majority of our board of directors.

To be eligible for election, a partner candidate must have demonstrated the following attributes: • a high standard of personal character and integrity; • continued service with Alibaba Group for not less than five years; • a track record of contribution to the business of Alibaba Group; and • being a “culture carrier” who shows a consistent commitment to, and traits and actions consonant with, our mission, vision and values.

To be eligible for election, a partner candidate must have demonstrated the following attributes: • a high standard of personal character and integrity; 153 Table of Contents • continued service with Alibaba Group for not less than five years; • a track record of contribution to the business of Alibaba Group; and • being a “culture carrier” who shows a consistent commitment to, and traits and actions consonant with, our mission, vision and values.

The expenses relating to these awards are re-measured at the fair value on each reporting date until their settlement dates. See note 8(b) to our audited consolidated financial statements included in this annual report. Share-based compensation expense will be affected by changes in the fair value of awards granted to our employees by Junhan and Ant Group.

The expenses relating to these awards are remeasured at the fair value on each reporting date until their settlement dates. See note 8(b) to our audited consolidated financial statements included in this annual report. Share-based compensation expense will be affected by changes in the fair value of awards granted to our employees by Junhan and Ant Group.

Partnership Committee The partnership committee must consist of at least five but no more than seven partners, including partnership committee continuity members, and is currently comprised of Jack Ma, Joe Tsai, Daniel Zhang, Lucy Peng, Xiaofeng Shao and Eddie Wu.

For performance obligations that are satisfied at a point in time, we also consider the following indicators to assess whether control of a promised good or service is transferred to the customer: (i) right to payment, (ii) legal title, (iii) physical possession, (iv) significant risks and rewards of ownership and (v) acceptance of the good or service.

For performance obligations that are satisfied at a point in time, we also consider the following indicators to assess whether control of a promised good or service is transferred to the customer: (i) right to payment, (ii) 145 Table of Contents legal title, (iii) physical possession, (iv) significant risks and rewards of ownership and (v) acceptance of the good or service.

If an Alibaba Partnership director nominee is not elected by our shareholders or after election departs our board of directors for any reason, the Alibaba Partnership has the right to appoint a different person to serve as an interim director of the class in which the vacancy exists until our next scheduled annual general meeting 155 Table of Contents of shareholders.

In addition, during the term of the 2014 Plan, starting from April 1, 2015 and on each anniversary thereof, an additional amount equal to the lesser of 200,000,000 ordinary shares (equivalent to 25,000,000 ADSs) and such lesser number of ordinary shares as is determined by our board of directors will be included in the shares available for issuance under the 2014 Plan.

Under the 2014 Plan, starting from April 1, 2015 and on each anniversary thereof, an additional amount equal to the lesser of 200,000,000 ordinary shares (equivalent to 25,000,000 ADSs) and such lesser number of ordinary shares as is determined by our board of directors will be included in the shares available for issuance under the 2014 Plan.

We have prepared our consolidated financial statements in accordance with U.S. GAAP. Our fiscal year ends on March 31 and references to fiscal years 2021, 2022 and 2023 are to the fiscal years ended March 31, 2021, 2022 and 2023, respectively.

We have prepared our consolidated financial statements in accordance with U.S. GAAP. Our fiscal year ends on March 31 and references to fiscal years 2022, 2023 and 2024 are to the fiscal years ended March 31, 2022, 2023 and 2024, respectively.

When the business results, cooperation and the overall relationship established with the management of the investee company show increasing value to our ongoing business strategy, we may increase our investment or acquire the investee company completely. We have funded our strategic acquisitions and investments primarily from cash generated from our operations and through debt and equity financing.

When the business results, cooperation and the overall relationship established with the management of the investee company show increasing value to our ongoing business strategy, we may increase our investment or acquire the investee company completely. 123 Table of Contents We have funded our strategic acquisitions and investments primarily from cash generated from our operations and through debt and equity financing.

Nominating and Corporate Governance Committee Our nominating and corporate governance committee currently consists of Irene Lee, Joe Tsai and Jerry Yang. Ms. Lee is the chairwoman of our nominating and corporate governance committee. Ms. Lee and Mr. Yang satisfy the “independence” requirements of Section 303A of the NYSE Listed Company Manual.

Nominating and Corporate Governance Committee Our nominating and corporate governance committee currently consists of Irene Lee, Joe Tsai and Jerry Yang. Ms. Lee is the chairman of our nominating and corporate governance committee. Ms. Lee and Mr. Yang satisfy the “independence” requirements of Section 303A of the NYSE Listed Company Manual.

As of March 31, 2023, we have accrued the withholding tax on substantially all of the distributable earnings of the PRC subsidiaries, except for those undistributed earnings that we intend to invest indefinitely in the PRC.

As of March 31, 2024, we have accrued the withholding tax on substantially all of the distributable earnings of the PRC subsidiaries, except for those undistributed earnings that we intend to invest indefinitely in the PRC.

The partnership is governed by a partnership agreement and operates under principles, policies and procedures that have evolved with our business and are further described below. 154 Table of Contents Nomination and Election of Partners The Alibaba Partnership elects new partners annually after a nomination process whereby existing partners propose candidates to the partnership committee as described below.

The partnership is governed by a partnership agreement and operates under principles, policies and procedures that have evolved with our business and are further described below. Nomination and Election of Partners The Alibaba Partnership elects new partners annually after a nomination process whereby existing partners propose candidates to the partnership committee as described below.

Consumers are attracted to our platforms by the breadth of curated products and services, personalized content and the interactive user experience these platforms offer. Our platforms include a comprehensive selection of product and service offerings as well as engaging content, such as recommendation feeds on our Taobao app and entertainment content on Youku.

Comparison of Fiscal Years 2021 and 2022 For a discussion of our results of operations for the fiscal year ended March 31, 2021 compared with the fiscal year ended March 31, 2022, see “Item 5. Operating and Financial Review and Prospects — A.

Comparison of Fiscal Years 2022 and 2023 For a discussion of our results of operations for the fiscal year ended March 31, 2022 compared with the fiscal year ended March 31, 2023, see “Item 5. Operating and Financial Review and Prospects — A.

We further amended the pricing of the loan to 80 basis points over SOFR with a credit adjustment spread in 140 Table of Contents May 2023 and extended the maturity to May 2028 in July 2023. The use of proceeds of the loan is for general corporate and working capital purposes (including funding our acquisitions).

We further amended the pricing of the loan to 80 basis points over SOFR with a credit adjustment spread in May 2023 and extended the maturity to May 2028 in July 2023. The use of proceeds of the loan is for general corporate and working capital purposes (including funding our acquisitions).

For multiple element arrangements with customers, which primarily relate to the provision of hybrid cloud services, which include hardware, software licenses, software installation services, application development and maintenance services, significant judgment is required to determine whether each good and service element is a distinct performance obligation and is separately accounted for.

For multiple element arrangements with customers, which primarily relate to the provision of non-public cloud services, which include hardware, software licenses, software installation services, application development and maintenance services, significant judgment is required to determine whether each good and service element is a distinct performance obligation and is separately accounted for.

He is also a member of the International Advisory Council of Hong Kong Exchanges and Clearing Limited. He served as an independent director of Singapore-listed Wilmar International Limited between 2018 and 2021. He holds an M.A. and a Ph.D. from the University of 151 Table of Contents California, Berkeley, and an M.B.A. from the University of San Francisco.

He is also a member of the International Advisory Council of Hong Kong Exchanges and Clearing Limited. He served as an independent director of Singapore-listed Wilmar International Limited between 2018 and 2021. He holds an M.A. and a Ph.D. from the University of California, Berkeley, and an M.B.A. from the University of San Francisco.

We rely on a combination of trademark, fair trade practice, copyright and trade secret protection laws and patent protection in China and other jurisdictions, as well as confidentiality procedures and contractual provisions to protect our intellectual property and our trademarks.

(a) Group I directors. Current term of office will expire at our 2024 annual general meeting. (b) Group II directors. Current term of office will expire at our 2025 annual general meeting. (c) Group III directors. Current term of office will expire at our 2023 annual general meeting.

Our audit committee is responsible for, among other things: • selecting, and evaluating the qualifications, performance and independence of, the independent auditor; 165 Table of Contents • pre‑approving or, as permitted, approving auditing and non‑auditing services permitted to be performed by the independent auditor; • considering the adequacy of our internal accounting controls and audit procedures; • reviewing with the independent auditor any audit problems or difficulties and management’s response; • reviewing and approving related party transactions between us and our directors, senior management and other persons specified in Item 6B of Form 20‑F as required by the U.S.

Our audit committee is responsible for, among other things: • selecting, and evaluating the qualifications, performance and independence of, the independent auditor; • pre‑approving or, as permitted, approving auditing and non‑auditing services permitted to be performed by the independent auditor; • considering the adequacy of our internal accounting controls and audit procedures; • reviewing with the independent auditor any audit problems or difficulties and management’s response; • reviewing and approving related party transactions between us and our directors, senior management and other persons specified in Item 6.B. of Form 20‑F as required by the U.S.

The partnership committee reviews the nominations and determines whether the nomination of a candidate will be proposed to the entire partnership for election. Election of new partners requires the approval of at least 75% of all of the partners. Partners should be employees of Alibaba Group.

Since a partner nominee must have been our employee for at least five years, as of the time he or she becomes a partner, he or she will typically already own or have been awarded a personally meaningful level of equity interest in our company through our equity incentive and share purchase or investment plans.

Since a partner nominee must have been employed by us for at least five years, as of the time he or she becomes a partner, he or she will typically already own or have been awarded a personally meaningful level of equity interest in our company through our equity incentive and share purchase or investment plans.

Michael Evans, Weijian Shan and Irene Yun-Lien Lee; the Group II directors currently consist of Daniel Zhang, Jerry Yang, Wan Ling Martello and Albert Kong Ping Ng; and the Group III directors currently consist of Maggie Wu and Kabir Misra.

Michael Evans, Weijian Shan and Irene Yun-Lien Lee; the Group II directors currently consist of Eddie Wu, Jerry Yang, Wan Ling Martello and Albert Kong Ping Ng; and the Group III directors currently consist of Maggie Wu and Kabir Misra.

Related Party Transactions — Agreements and Transactions Related to Ant Group and Its Subsidiaries — Our Commercial Arrangements with Ant Group and Alipay — Share‑based Award Arrangements.” These awards meet the definition of a financial derivative.

Related Party Transactions — Agreements 146 Table of Contents and Transactions Related to Ant Group and Its Subsidiaries — Our Commercial Arrangements with Ant Group and Alipay — Share‑based Award Arrangements.” These awards meet the definition of a financial derivative.

We also generate revenue through on-demand delivery services, including delivery of meals, food, groceries, FMCG, flowers and pharmaceutical products, for merchants and customers through Fengniao Logistics, Ele.me’s on-demand delivery network. In addition, our “To-destination” businesses mainly generate revenue from Amap and Fliggy. Amap primarily charges a software service fee and technology service fee to enterprise customers.

We also generate revenue through on-demand delivery services, including delivery of meals, food, groceries, FMCG, flowers and pharmaceutical products, for merchants and customers through Fengniao Logistics, Ele.me’s on-demand delivery network. In addition, our “To-destination” businesses mainly generate revenue from Amap, by charging a software service fee and technology service fee to enterprise customers.

Short-term investments include investments in fixed deposits with original maturities between three months and one year and certain investments in wealth management products, marketable debt securities and other investments whereby we have the intention to redeem within one year. Other treasury investments include investments in fixed deposits and certificates of deposits with original maturities over one year for treasury purposes.

Short-term investments include investments in fixed deposits with original maturities between three months and one year and certain investments in wealth management products, certificates of deposits, marketable debt securities and other investments whereby we have the intention to redeem within one year.

Therefore, our subsidiaries directly capture the significant majority of profits and associated cash flow from operations, 142 Table of Contents without having to rely on contractual arrangements to transfer cash flow from the variable interest entities to our subsidiaries. In fiscal years 2021, 2022 and 2023, the significant majority of our revenues were generated by our subsidiaries. See “Item 4.

Therefore, our subsidiaries directly capture the significant majority of profits and associated cash flow from operations, without having to rely on contractual arrangements to transfer cash flow from the variable interest entities to our subsidiaries. In fiscal years 2022, 2023 and 2024, the significant majority of our revenues were generated by our subsidiaries. See “Item 4.

We revise our estimated forfeiture rate if actual forfeitures significantly differ from the initial estimates. 146 Table of Contents To the extent the actual forfeiture rate is different from what we have anticipated, share-based compensation expense related to these awards will be different.

We revise our estimated forfeiture rate if actual forfeitures significantly differ from the initial estimates. To the extent the actual forfeiture rate is different from what we have anticipated, share-based compensation expense related to these awards will be different.

Cloud Our Cloud businesses primarily generate revenue from the provision of public cloud services and hybrid cloud services to our domestic and international enterprise customers: • Public cloud services , where we generate revenue from a wide range of cloud services, including, among others, elastic computing, storage, network, database, big data, security and proprietary servers.

Cloud Intelligence Group Our Cloud businesses primarily generate revenue from the provision of public and non-public cloud services to our domestic and international enterprise customers: • Public cloud services , where we generate revenue from a wide range of cloud services, including, among others, elastic computing, storage, network, database, big data and AI, security and proprietary servers.

Recognition of Revenue Revenue is principally comprised of customer management services revenue, membership fees, logistics services revenue, cloud services revenue, sales of goods and other revenue. Revenue represents the amount of consideration we are entitled to upon the transfer of promised goods or services in the ordinary course of our activities and is recorded net of VAT.

Recognition of Revenue Revenue is principally generated from customer management services, membership fees and value-added services, logistics services, cloud services, sales of goods and other revenue. Revenue represents the amount of consideration we are entitled to upon the transfer of promised goods or services in the ordinary course of our activities and is recorded net of VAT.

Mike joined Goldman Sachs in 1993, became a partner of the firm in 1994 and held various leadership positions within the firm’s securities business while based in New York and London, including global head of equity capital markets and global co-head of the equities division, and global co-head of the securities business. Mike is a board member of City Harvest.

Operating Results — Comparison of Fiscal Years 2021 and 2022” of our annual report on Form 20-F for the fiscal year ended March 31, 2022, filed with the SEC on July 26, 2022. B. Liquidity and Capital Resources We fund our operations and strategic investments from cash generated from our operations and through debt and equity financing.

Operating Results — Comparison of Fiscal Years 2022 and 2023” of our annual report on Form 20-F for the fiscal year ended March 31, 2023, filed with the SEC on July 21, 2023. B. Liquidity and Capital Resources We fund our operations and strategic investments from cash generated from our operations and through debt and equity financing.

On the consumer side, leveraging these insights and technologies, as well as our supply chain capabilities, we also generate revenue from product sales for our direct sales businesses. 120 Table of Contents The revenue of our China commerce retail business primarily consists of customer management revenue and direct sales and other revenue.

On the consumer side, leveraging these insights and technologies, as well as our supply chain capabilities, we also generate revenue from product sales for our direct sales businesses. The revenue of our China commerce retail business primarily consists of customer management revenue and direct sales and others revenue.

Periodic reviews could result in a change in estimated useful lives and therefore depreciation and amortization expenses in future periods. 149 Table of Contents ITE M 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Senior Management The following table sets forth certain information relating to our directors and executive officers.

Our monetization and profit model primarily consists of the following elements: China Commerce China Commerce Retail We generate revenue from merchants by leveraging our consumer insights and data technologies which enable brands and merchants to attract, engage and retain consumers, complete transactions, improve their branding, enhance operating efficiency, and offer various services.

Our monetization and profit model primarily consists of the following elements: 120 Table of Contents Taobao and Tmall Group China Commerce Retail Business We generate revenue from merchants by leveraging our consumer insights and data technologies which enable brands and merchants to attract, engage and retain consumers, complete transactions, improve their branding, enhance operating efficiency and offer various services.

Impairment Assessment on Investments in Equity Method Investees We continually review our investments in equity method investees to determine whether a decline in fair value below the carrying value is “other‑than‑temporary.” The primary factors that we consider include: • the severity and length of time that the fair value of the investment is below its carrying value; • the stage of development, the business plan, the financial condition, the sufficiency of funding, the operating performance and the prospects of the investee companies; • the geographic region, market and industry in which the investee companies operate, including consideration of the impact of the COVID-19 pandemic and Russia-Ukraine conflict; and • other entity specific information such as recent financing rounds completed by the investee companies and post balance sheet date fair value of the investment.

Impairment Assessment on Investments in Equity Method Investees We continually review our investments in equity method investees to determine whether a decline in fair value below the carrying value is “other‑than‑temporary.” The primary factors that we consider include: • the severity and length of time that the fair value of the investment is below its carrying value; 148 Table of Contents • the stage of development, the business plan, the financial condition, the sufficiency of funding, the operating performance and the prospects of the investee companies; • the geographic region, market and industry in which the investee companies operate; and • other entity specific information such as recent financing rounds completed by the investee companies and post balance sheet date fair value of the investment.

(2) Diluted earnings per share is derived from dividing net income attributable to ordinary shareholders by the weighted average number of shares, on a diluted basis. Diluted earnings per ADS is derived from the diluted earnings per share after adjusting for the ordinary share-to-ADS ratio.

(2) Each ADS represents eight ordinary shares. (3) Diluted earnings per share is derived from dividing net income attributable to ordinary shareholders by the weighted average number of outstanding ordinary shares, on a diluted basis. Diluted earnings per ADS is derived from the diluted earnings per share after adjusting for the ordinary share-to-ADS ratio.

He is chairman of Cainiao Smart Logistics Network Limited, a board member of Taobao and 150 Table of Contents Tmall Group, and a board member of our affiliate Ant Group. From 1995 to 1999, Joe was a private equity investor based in Hong Kong with Investor AB, the main investment vehicle of Sweden’s Wallenberg family.

He is chairman of Cainiao Smart Logistics Network Limited, a board member of Taobao and Tmall Group and Alibaba International Digital Commerce Group, and a board member of our affiliate Ant Group. From 1995 to 1999, Joe was a private equity investor based in Hong Kong with Investor AB, the main investment vehicle of Sweden’s Wallenberg family.

Adjustments for non-cash items primarily included share-based compensation expense of RMB30,831 million (US$4,489 million), depreciation and impairment of property and equipment, and operating lease cost relating to land use rights of RMB27,799 million (U$4,047 million), amortization of intangible assets and licensed copyrights of RMB19,139 million (US$2,787 million) and loss related to equity securities and other investments of RMB14,911 million (US$2,171 million).

Adjustments for non-cash items primarily included share-based compensation expense of RMB30,831 million, depreciation and impairment of property and equipment, and operating lease cost relating to land use rights of RMB27,799 million, amortization of intangible assets and licensed copyrights of RMB19,139 million and loss related to equity securities and other investments of RMB14,911 million.

Equity Incentive Plan Our 2014 Post-IPO Equity Incentive Plan, or the 2014 Plan (which we adopted in September 2014, amended and restated in February 2020 to reflect the Share Split and other administrative changes, and further amended and restated in May 2022 to reflect administrative changes) provides for the granting of share-based awards to eligible grantees.

See “— Equity Incentive Plan” below. 158 Table of Contents Equity Incentive Plan Our 2014 Post-IPO Equity Incentive Plan, or the 2014 Plan (which we adopted in September 2014, amended and restated in February 2020 to reflect the Share Split and other administrative changes, and further amended and restated in May 2022 to reflect administrative changes) provides for the granting of share-based awards to eligible grantees.

In this assessment, we identify the reporting units, consider factors such as macroeconomic conditions, industry and market considerations, overall financial performance of the reporting units, and other specific information related to the operations, business plans and strategies of the reporting units, including consideration of the impact of the COVID-19 pandemic.

She was with the firm from 1998 to 2005. She also worked at Borden Foods Corporation and Kraft Inc. where she held various senior management positions. She is currently a director of Uber Technologies, Inc., a company listed on the NYSE and Stellantis N.V., a company listed on the NYSE, the Italian Stock Exchange and Euronext, Paris.

She also worked at Borden Foods Corporation and Kraft Inc. where she held various senior management positions. She is currently a director of Uber Technologies, Inc., a company listed on the NYSE and Stellantis N.V., a company listed on the NYSE, the Italian Stock Exchange and Euronext, Paris.

Compliance and Risk Committee Our compliance and risk committee currently consists of Irene Lee, Albert Ng, Kabir Misra, Daniel Zhang and J. Michael Evans. Ms. Lee is the chairwoman of our compliance and risk committee. Ms. Lee, Mr. Ng and Mr. Misra satisfy the “independence” requirements of Section 303A of the NYSE Listed Company Manual.

Compliance and Risk Committee Our compliance and risk committee currently consists of Irene Lee, Albert Ng, Kabir Misra, Eddie Wu and J. Michael Evans. Ms. Lee is the chairman of our compliance and risk committee. Ms. Lee, Mr. Ng and Mr. Misra satisfy the “independence” requirements of Section 303A of the NYSE Listed Company Manual.

Compensation.” In addition, Junhan and Ant Group have granted share-based awards to our employees, and the awards will be settled by Junhan or Ant Group respectively. See “Item 7. Major Shareholders and Related Party Transactions — B.

Compensation.” In addition, prior to 2023, Junhan and Ant Group granted share-based awards to our employees, and the awards are settled by Junhan or Ant Group respectively. See “Item 7. Major Shareholders and Related Party Transactions — B.

(3) Non-GAAP diluted earnings per share is derived from dividing non-GAAP net income attributable to ordinary shareholders by the weighted average number of outstanding shares for computing non-GAAP diluted earnings per share, on a diluted basis. Non-GAAP diluted earnings per ADS is derived from the non-GAAP diluted earnings per share after adjusting for the ordinary share-to-ADS ratio.

(4) Non-GAAP diluted earnings per share is derived from dividing non-GAAP net income attributable to ordinary shareholders by the weighted average number of outstanding ordinary shares for computing non-GAAP diluted earnings per share, on a diluted basis.

Sara Siying YU ( 俞思瑛 ) has been our general counsel since April 2020. Sara joined our company in April 2005 and became one of the first partners of the Alibaba Partnership. Prior to her current role, she served as deputy general counsel, responsible for domestic legal affairs.

Sara Siying YU ( 俞思瑛 ) has been our general counsel since April 2020. Sara joined our company in April 2005 and became one of the first partners of the Alibaba Partnership. Sara is also a director of Digital Media and Entertainment Group. Prior to her current role, she served as deputy general counsel, responsible for domestic legal affairs.

As of March 31, 2023, we also had other bank borrowings of RMB32,096 million (US$4,674 million), primarily used for our capital expenditures in relation to the construction of corporate campuses, office facilities and infrastructure for logistics business, and for other working capital purposes. See note 20 to our audited consolidated financial statements included in this annual report for further information.

As of March 31, 2024, we also had other bank borrowings of RMB39,607 million (US$5,486 million), primarily used for our capital expenditures in relation to the construction of corporate campuses, office facilities and infrastructure for logistics business, and for other working capital purposes. See note 20 to our audited consolidated financial statements included in this annual report for further information.

In addition, registered share capital and capital reserve accounts are also restricted from distribution. As of March 31, 2023, these restricted net assets totaled RMB194.6 billion (US$28.3 billion). See note 23 to our audited consolidated financial statements included in this annual report. Also see “Item 3. Key Information — D.

In addition, registered share capital and capital reserve accounts are also restricted from distribution. As of March 31, 2024, these restricted net assets totaled RMB317.0 billion (US$43.9 billion). See note 23 to our audited consolidated financial statements included in this annual report. Also see “Item 3. Key Information — D.

Employees As of March 31, 2021, 2022 and 2023, we had a total of 251,462, 254,941 and 235,216 full‑time employees, respectively. A substantial majority of our employees are based in China. We believe that we have a good working relationship with our employees and we have not experienced any significant labor disputes. 167 Table of Contents E.

Employees As of March 31, 2022, 2023 and 2024, we had a total of 254,941, 235,216 and 204,891 full‑time employees, respectively. A substantial majority of our employees are based in China. We believe that we have a good working relationship with our employees and we have not experienced any significant labor disputes. E.

Share‑based awards relating to Ant Group Junhan and Ant Group have granted share-based awards to our employees, and the awards will be settled by Junhan or Ant Group respectively. See “Item 7. Major Shareholders and Related Party Transactions — B.

Share‑based awards relating to Ant Group Prior to 2023, Junhan and Ant Group granted share-based awards to our employees, and the awards are settled by Junhan or Ant Group respectively. See “Item 7. Major Shareholders and Related Party Transactions — B.

Cash Flows from Investing Activities Net cash used in investing activities in fiscal year 2023 was RMB135,506 million (US$19,731 million), and was primarily attributable to an increase in short-term investments by RMB61,086 million (US$8,895 million), an increase in other treasury investments by RMB40,794 million (US$5,940 million), capital expenditures of RMB34,330 million (US$4,999 million) primarily in connection with the acquisitions of land use rights, property and equipment, and cash outflow of RMB23,574 million (US$3,433 million) for investment and acquisition activities, partially offset by cash inflow of RMB22,734 million (US$3,310 million) from disposal of investments.

Net cash used in investing activities in fiscal year 2023 was RMB135,506 million, and was primarily attributable to an increase in short-term investments by RMB61,086 million, an increase in other treasury investments by RMB40,794 million, capital expenditures of RMB34,330 million primarily in connection with the acquisitions of land use rights, property and equipment, and cash outflow of RMB23,574 million for investment and acquisition activities, partially offset by cash inflow of RMB22,734 million from disposal of investments.

As of March 31, 2023, we have accrued the withholding tax on substantially all of the earnings distributable by our subsidiaries in China, except for those being reserved for permanent reinvestment in China of RMB233.6 billion (US$34.0 billion). Share-based Compensation Our equity incentive plans provide the granting of share-based awards to eligible grantees.

As of March 31, 2024, we have accrued the withholding tax on substantially all of the earnings distributable by our subsidiaries in China, except for those being reserved for permanent reinvestment in China of RMB304.7 billion (US$42.2 billion). Share-based Compensation Our equity incentive plans provide the granting of share-based awards to eligible grantees.

Four of our subsidiaries in China, Alibaba (China) Technology Co., Ltd., Taobao (China) Software Co., Ltd., Zhejiang Tmall Technology Co., Ltd., and Alibaba (China) Co., Ltd, which are our wholly-owned entities primarily involved in the operations of wholesale marketplaces, Taobao, Tmall, and technology, software research and development and relevant services, respectively, were recognized as Key Software Enterprises in calendar year of 2019 and they were subject to an EIT rate of 10%.

Four of our subsidiaries in China, Alibaba (China) Technology Co., Ltd., Taobao (China) Software Co., Ltd., Zhejiang Tmall Technology Co., Ltd., and Alibaba (China) Co., Ltd, which are our wholly-owned entities primarily involved in the operations of wholesale marketplaces, Taobao, Tmall, and technology, software research and development and relevant services, respectively, were qualified as High and New Technology Enterprises and they were subject to an EIT rate of 15%.

Our strategic investments and acquisitions may adversely affect our future financial results, including our margins and our net income, at least in the short term. In addition, some of our acquisitions and investments may not be successful.

Fair Value Determination Related to Financial Instruments Accounted for at Fair Value We have a significant amount of financial instruments that are categorized within Level 2 and Level 3 according to ASC 820 “Fair Value Measurement.” The valuations for certain financial instruments categorized within Level 2, such as interest rate swap contracts and certain option agreements, are performed based on inputs derived from or corroborated by observable market data.

However, these assumptions are inherently uncertain and actual results could differ from those estimates. 147 Table of Contents Fair Value Determination Related to Financial Instruments Accounted for at Fair Value We have a significant amount of financial instruments that are categorized within Level 2 and Level 3 according to ASC 820 “Fair Value Measurement.” The valuations for certain financial instruments categorized within Level 2, such as interest rate swap contracts and certain option agreements, are performed based on inputs derived from or corroborated by observable market data.

Jerry also served as an independent director of Cisco Systems, Inc. from July 2000 to November 2012. He is currently an independent director of Workday Inc., a company listed on the NYSE, and Lenovo Group Ltd., a company listed on the Hong Kong Stock Exchange. He also serves as a director of various private companies and foundations.

Jerry also served as an independent director of Cisco Systems, Inc. from July 2000 to November 2012 and Lenovo Group Limited, a company listed on the Hong Kong Stock Exchange, from November 2014 to November 2023. He is currently an independent director of Workday Inc., a company listed on the NYSE.

Paying members may also purchase premium memberships and additional value-added services, such as premium data analytics and upgraded storefront management tools, the prices of which are determined based on the types and duration of the value-added services.

Our compliance and risk committee is responsible for, among other things: • overseeing our overall compliance and risk management requirements and issuing overall compliance and risk management framework; • evaluating key risk exposures and vulnerabilities and oversee the implementation of compliance and risk policies and procedures; and • assessing the performance of members of management responsible for compliance and risk, and advise our compensation committee to align the compensation of the chief executive officers of our subsidiary businesses with performance on compliance and risk.

Irene is the executive chairman of Hysan Development Limited and is the independent non-executive chairman of Hang Seng Bank Limited, both companies listed on the Hong Kong Stock Exchange. She is an independent non-executive director of Hong Kong and Shanghai Banking Corporation Limited. She is also a member of the Exchange Fund Advisory Committee of the Hong Kong Monetary Authority.

TSAI (蔡崇信)* 59 M 1999 Executive Vice Chairman; Chairman, Cainiao Smart Logistics Network Limited; Director, Taobao and Tmall Group Lin WAN (万霖) 48 M 2014 Director and Chief Executive Officer, Cainiao Smart Logistics Network Limited Hai WANG (汪海) 43 M 2003 Vice President, Taobao and Tmall Group Lei WANG (王磊) 43 M 2003 Senior Vice President, Cloud Intelligence Group Winnie Jia WEN (闻佳) 46 F 2007 President, Public Affairs; Director, Digital Media and Entertainment Group Maggie Wei WU (武卫) 55 F 2007 Director; Director, Digital Media and Entertainment Group Eddie Yongming WU (吴泳铭)* 48 M 1999 Senior Vice President; Chairman, Taobao and Tmall Group; Director, Local Services Group; Director, Alibaba International Digital Commerce Group Zeming WU (吴泽明) 43 M 2004 Group Chief Technology Officer; Deputy Head of Alibaba DAMO Academy; Chief Technology Officer, Local Services Group; Director, Cloud Intelligence Group; Director, Taobao and Tmall Group; Director, Local Services Group Sara Siying YU (俞思瑛) 48 F 2005 Group General Counsel; Director, Digital Media and Entertainment Group Yongfu YU (俞永福) 46 M 2007 Chairman and Chief Executive Officer, Local Services Group 158 Table of Contents Name Age Gender Year Joined Alibaba Group Current position with Alibaba Group Jeff Jianfeng ZHANG (张建锋) 50 M 2004 Head of Alibaba DAMO Academy Daniel Yong ZHANG (张勇)* 51 M 2007 Group Chairman and Chief Executive Officer; Chairman and Chief Executive Officer, Cloud Intelligence Group Jessie Junfang ZHENG (郑俊芳) 49 F 2010 Director and Chief Risk Officer, Cloud Intelligence Group Shunyan ZHU (朱顺炎) 52 M 2014 Chairman and Chief Executive Officer, Alibaba Health; Director, Local Services Group Member of the partnership committee. * Effective September 10, 2023, Joe Tsai will succeed Daniel Zhang as Group Chairman and Eddie Wu will succeed Daniel Zhang as Group Chief Executive Officer.

TSAI (蔡崇信) 60 M 1999 Group Chairman; Chairman, Cainiao Smart Logistics Network Limited; Director, Taobao and Tmall Group; Director, Alibaba International Digital Commerce Group Lin WAN (萬霖) 49 M 2014 Director and Chief Executive Officer, Cainiao Smart Logistics Network Limited Lei WANG (王磊) 44 M 2003 Senior Vice President, Cloud Intelligence Group Winnie Jia WEN (聞佳) 47 F 2007 President, Group Public Affairs; Director, Digital Media and Entertainment Group Maggie Wei WU (武衛) 56 F 2007 Group Director; Director, Digital Media and Entertainment Group Eddie Yongming WU (吴泳銘) 49 M 1999 Group Director and Chief Executive Officer; Chairman and Chief Executive Officer, Taobao and Tmall Group; Chairman and Chief Executive Officer, Cloud Intelligence Group; Director, Local Services Group; Director, Alibaba International Digital Commerce Group Zeming WU (吴澤明) 43 M 2004 Group Chief Technology Officer; Deputy Head of Alibaba DAMO Academy; Co-Chairman, Local Services Group; Chairman, Ele.me; Director, Taobao and Tmall Group; Director, Cloud Intelligence Group Sara Siying YU ( 俞思瑛 ) 49 F 2005 Group General Counsel; Director, Digital Media and Entertainment Group 156 Table of Contents Name Age Gender Year Joined Alibaba Group Current position with Alibaba Group Yongfu YU ( 俞永福) 47 M 2007 Partner, Alibaba Partnership Jeff Jianfeng ZHANG (張建鋒) 50 M 2004 Head of Alibaba DAMO Academy Daniel Yong ZHANG (張勇) 52 M 2007 Partner, Alibaba Partnership Jessie Junfang ZHENG (鄭俊芳) 50 F 2010 Director and Chief Financial Officer, Cloud Intelligence Group Shunyan ZHU (朱順炎) 53 M 2014 Chairman, Alibaba Health; Director, Local Services Group Member of the partnership committee.

Cost of Revenue The principal components of our cost of revenue include: cost of inventories; logistics costs; expenses associated with the operation of our mobile platforms and websites, such as depreciation and maintenance expenses for our servers and computers, call centers and other equipment, as well as bandwidth and co-location fees; salaries, bonuses, benefits and share-based compensation expense relating to customer service, mobile platform and platform operation personnel as well as payment processing consultants; traffic acquisition costs paid to third-party marketing affiliates either at a fixed price or on a revenue-sharing basis; content acquisition costs paid to third parties and production costs of original content for our online media properties; payment processing fees paid to Alipay or other financial institutions; and other miscellaneous costs. 125 Table of Contents Product Development Expenses Product development expenses primarily include salaries, bonuses, benefits and share-based compensation expense for research and development personnel and other expenses that are directly attributable to the development of new technologies and products for our businesses, such as the development of the Internet infrastructure, applications, operating systems, software, databases and networks.

Michael EVANS (2)(a) 65 Director and President; Chairman, Alibaba International Digital Commerce Group Maggie Wei WU (2)(c) 55 Director Jerry YANG (2)(b) 54 Independent director Wan Ling MARTELLO (2)(b) 65 Independent director Weijian SHAN (2)(a) 69 Independent director Irene Yun-Lien LEE (2)(a) 69 Independent director Albert Kong Ping NG (2)(b) 65 Independent director Kabir MISRA (2)(c) 54 Independent director Toby Hong XU (1) 50 Chief Financial Officer Jane Fang JIANG (1) 49 Chief People Officer Zeming WU (1) 43 Chief Technology Officer Sara Siying YU (1) 48 General Counsel Trudy Shan DAI (1) 47 Chief Executive Officer, Taobao and Tmall Group Yongfu YU (1) 46 Chief Executive Officer, Local Services Group Fan JIANG (1) 37 Chief Executive Officer, Alibaba International Digital Commerce Group Lin WAN (1) 48 Chief Executive Officer, Cainiao Smart Logistics Network Limited Luyuan FAN (1) 50 Chief Executive Officer, Digital Media and Entertainment Group Director nominated by the Alibaba Partnership.

Michael EVANS (2)(a) 66 Director and President; Co-Chairman, Alibaba International Digital Commerce Group Maggie Wei WU (2)(c) 56 Director Jerry YANG (2)(b) 55 Independent director Wan Ling MARTELLO (2)(b) 66 Independent director Weijian SHAN (2)(a) 70 Independent director Irene Yun-Lien LEE (2)(a) 70 Independent director Albert Kong Ping NG (2)(b) 66 Independent director Kabir MISRA (2)(c) 54 Independent director Toby Hong XU (1) 51 Chief Financial Officer Jane Fang JIANG (1) 50 Chief People Officer Sara Siying YU (1) 49 General Counsel Fan JIANG (1) 38 Co-Chairman and Chief Executive Officer, Alibaba International Digital Commerce Group Lin WAN (1) 49 Chief Executive Officer, Cainiao Smart Logistics Network Limited Luyuan FAN (1) 51 Chairman and Chief Executive Officer, Digital Media and Entertainment Group Director nominated by the Alibaba Partnership.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

62 edited+13 added−15 removed104 unchanged

2023 filing

2024 filing

Biggest changeWe have also agreed to permit Ant Group to provide technology services in facilitation of the operations of any payment or financial services business to financial institutions and merchants using Ant Group’s payment services, except that Ant Group may not provide any IaaS-related cloud services, and we are allowed to provide services and products relating to payment accounts outside of Chinese mainland that Ant Group is unable to provide to us or our customers and to provide and distribute credit and insurance in cooperation with financial services business operators to facilitate businesses on our platforms, among other things. 175 Table of Contents Corporate Governance Provisions The SAPA provides that we and Ant Group will recommend one independent nominee who, subject to the vetting by the nomination and remuneration committee of the board of Ant Group, to the extent required by such committee’s charter (subject to any amendments required by any applicable law or requested by any applicable governmental authority), and subject further to the vetting by applicable governmental authorities, as required by applicable law, will be nominated as a member of its board and serve on the board’s audit committee, and Jack Ma, Joe Tsai (in case he holds any equity interest in Ant Group), Junhan and Junao will agree to vote the equity interests in Ant Group controlled by them in favor of the nomination.

Biggest changeCorporate Governance Provisions The SAPA provides that we and Ant Group will recommend one independent nominee who, subject to the vetting by the nomination and remuneration committee of the board of Ant Group, to the extent required by such committee’s charter (subject to any amendments required by any applicable law or requested by any applicable governmental authority), and subject further to the vetting by applicable governmental authorities, as required by applicable law, will be nominated as a member of its board and serve on the board’s audit committee, and Jack Ma, Joe Tsai (in case he holds any equity interest in Ant Group), Junhan and Junao will agree to vote the equity interests in Ant Group controlled by them in favor of the nomination.

Other Commercial Transactions with Investees Other than the transactions disclosed above, we also have commercial arrangements with certain of our investees and other related parties in which: • we recorded cost and expenses paid to investees for cloud computing services, content acquisition, purchase of inventory and various other services; and • we recorded income generated from investees for providing marketing, commission and other services.

Other than the transactions disclosed above, we also have commercial arrangements with certain of our investees and other related parties in which: • we recorded cost and expenses paid to investees for cloud computing services, content acquisition, purchase of inventory and various other services; and • we recorded income generated from investees for providing marketing, commission and other services.

Contractual Arrangements among Our Subsidiaries, Variable Interest Entities and the Variable Interest Entity Equity Holders Chinese law restricts foreign ownership in enterprises that provide value‑added telecommunications services, which includes the ICPs.

Contractual Arrangements among Our Subsidiaries, the Variable Interest Entities and Variable Interest Entity Equity Holders Chinese law restricts foreign ownership in enterprises that provide value‑added telecommunications services, which includes the ICPs.

Starting from April 2020, the parties agreed to settle with each other the cost associated with certain share-based awards granted to each other’s employees upon vesting. The settlement amounts under this arrangement will depend on the values of Ant Group share-based awards granted to our employees and our share-based awards granted to employees of Ant Group.

Starting from April 2020, the parties agreed to settle with each other the cost associated with certain share-based awards granted to each other’s employees upon vesting. The settlement amounts under this arrangement depend on the values of Ant Group share-based awards granted to our employees and our share-based awards granted to employees of Ant Group.

See “— Commercial Arrangements with Investees and Ant Group and Its Affiliates.” In addition, as disclosed in greater detail in the following paragraphs, we have entered into or continued certain major related party transactions in fiscal years 2021, 2022 and 2023, which are summarized in the table below.

See “— Commercial Arrangements with Investees and Ant Group and Its Affiliates.” In addition, as disclosed in greater detail in the following paragraphs, we have entered into or continued certain major related party transactions in fiscal years 2022, 2023 and 2024, which are summarized in the table below.

Other than the foregoing, the aggregate service fees we paid to other related parties accounted for less than 1% of total costs and expenses in each of fiscal years 2021, 2022 and 2023. The following table summarizes the services fees received from Ant Group and its affiliates in fiscal years 2021, 2022 and 2023.

Other than the foregoing, the aggregate service fees we paid to other related parties accounted for less than 1% of total costs and expenses in each of fiscal years 2022, 2023 and 2024. The following table summarizes the services fees received from Ant Group and its affiliates in fiscal years 2022, 2023 and 2024.

It is expected that the net settlement amount would be insignificant to us. Transactions with Entities Affiliated with Our Directors and Officers Joe Tsai, our executive vice chairman, has purchased his own aircraft for both business and personal use.

It is expected that the net settlement amount would be insignificant to us. Transactions with Entities Affiliated with Our Directors and Officers Joe Tsai, our chairman, has purchased his own aircraft for both business and personal use.

In addition, Junhan and Ant Group have the right to repurchase 179 Table of Contents the vested awards (or any underlying equity for the settlement of the vested awards) granted by them, as applicable, from the holders upon an initial public offering of Ant Group or the termination of the holders’ employment with us at a price to be determined based on the then fair market value of Ant Group.

In addition, Junhan and Ant Group have the right to repurchase the vested awards (or any underlying equity for the settlement of the vested awards) granted by them, as applicable, from the holders upon an initial public offering of Ant Group or the termination of the holders’ employment with us at a price to be determined based on the then fair market value of Ant Group.

Our related party transaction policy, code of business conduct and our other corporate governance policies are subject to periodic review and revision by our board. 169 Table of Contents Summary of Major Related Party Transactions We have entered into various commercial arrangements with certain of our investees, Ant Group and its affiliates, pursuant to which we receive and provide certain services to these parties.

Our related party transaction policy, code of business conduct and our other corporate governance policies are subject to periodic review and revision by our board. Summary of Major Related Party Transactions We have entered into various commercial arrangements with certain of our investees, Ant Group and its affiliates, pursuant to which we receive and provide certain services to these parties.

Pursuant to the 2020 Amendments, the following rights under the SAPA, as amended in 2018 and 2019, will terminate upon the completion of a qualified IPO of Ant Group: • our rights to participate in any qualified IPO of Ant Group or Alipay; • the Independent Committee’s approval rights over: 176 Table of Contents • voluntary transfers of any equity securities of Alipay; • increases to the size of Ant Group board resulting in the number of board seats exceeding a certain number; and • any Alipay IPO.

Pursuant to the 2020 Amendments, the following rights under the SAPA, as amended in 2018 and 2019, will terminate upon the completion of a qualified IPO of Ant Group: • our rights to participate in any qualified IPO of Ant Group or Alipay; • the Independent Committee’s approval rights over: • voluntary transfers of any equity securities of Alipay; • increases to the size of Ant Group board resulting in the number of board seats exceeding a certain number; and • any Alipay IPO.

The amounts relating to these services provided and received represent less than 1% of our revenue and total costs and expenses, respectively, for the years ended March 31, 2021, 2022 and 2023.

The amounts relating to these services provided and received represent less than 1% of our revenue and total costs and expenses, respectively, for the years ended March 31, 2022, 2023 and 2024.

The relevant amendments were entered into or agreed to facilitate our acquisition of a 33% equity interest (on a fully diluted basis) in Ant Group. On August 24, 2020, we further amended the SAPA, the Alipay commercial agreement and certain other agreements, referred to as the 2020 Amendments.

In fiscal years 2021, 2022 and 2023, the annual fees we received from Ant Group and its affiliates in connection with the SME loan business amounted to RMB954 million, RMB708 million and nil, respectively. For regulatory reasons, we retained approximately RMB1,225 million of the existing SME loan portfolio upon the completion of the transfer of the SME loan business.

In fiscal years 2022, 2023 and 2024, the annual fees we received from Ant Group and its affiliates in connection with the SME loan business amounted to RMB708 million, nil and nil, respectively. For regulatory reasons, we retained approximately RMB1,225 million of the existing SME loan portfolio upon the completion of the transfer of the SME loan business.

In addition, the SAPA, as amended in 2018 and 2019, provides that, in connection with Ant Group or Alipay commencing an IPO process, we and Ant Group will discuss in good faith the amendment or termination of our rights to the extent necessary or advisable to achieve an efficient and successful IPO.

For a description of these contractual arrangements, see “Item 4. Information on the Company — C. Organizational Structure — Contractual Arrangements among Our Subsidiaries, Variable Interest Entities and the Variable Interest Entity Equity Holders.” Indemnification Agreements We have entered into indemnification agreements with our directors and executive officers.

For a description of these contractual arrangements, see “Item 4. Information on the Company — C. Organizational Structure — Contractual Arrangements among Our Subsidiaries, the Variable Interest Entities and Variable Interest Entity Equity Holders.” 178 Table of Contents Indemnification Agreements We have entered into indemnification agreements with our directors and executive officers.

On January 7, 2023, Ant Group announced that Junhan and Junao will undergo certain changes in their voting structures, pursuant to which this agreement among Jack Ma and the other shareholders of the general partner entity of Junhan and Junao will be terminated.

On January 7, 2023, Ant Group announced that Junhan and Junao agreed to undergo certain changes in their voting structures, pursuant to which this agreement among Jack Ma and the other shareholders of the general partner entity of Junhan and Junao were to be terminated.

Ant Group and its affiliates • The SAPA, which was amended in 2018, 2019, 2020 and 2022, pursuant to which we received a 33% equity interest (on a fully diluted basis) in Ant Group, and which sets forth, among other things, our rights in Ant Group. • The Alipay commercial agreement, pursuant to which Alipay provides payment and escrow services to us. • The 2014 IPLA, an amendment to which was subsequently entered into in 2019 upon our receipt of the 33% equity interest (on a fully diluted basis) in Ant Group, or the Amended IPLA, provides that we and our subsidiaries license to Ant Group and/or its subsidiaries certain intellectual property rights and provide various software technology services, and, prior to our receipt of the 33% equity interest (on a fully diluted basis) in Ant Group, Ant Group paid us profit share payments; pursuant to the SAPA, a cross-license agreement was entered into in September 2019 upon our receipt of the 33% equity interest (on a fully diluted basis) in Ant Group. • We and Ant Group cooperate with each other with respect to the enforcement of each other’s rights and the provision of certain financial services to our customers and merchants in connection with the SME loan business. • We granted Ant Group a license for it to continue to use certain trademarks and domain names. • Various investments involving Ant Group. • We have granted share-based awards to employees of Ant Group; Junhan, a major equity holder of Ant Group, and Ant Group have granted share-based awards to our employees.

Related Party Transaction Description Ant Group and its affiliates • The SAPA, which was amended in 2018, 2019, 2020 and 2022, pursuant to which we received a 33% equity interest (on a fully diluted basis) in Ant Group, and which sets forth, among other things, our rights in Ant Group. • The Alipay commercial agreement, pursuant to which Alipay provides payment and escrow services to us. • The 2014 IPLA, an amendment to which was subsequently entered into in 2019 upon our receipt of the 33% equity interest (on a fully diluted basis) in Ant Group, or the Amended IPLA, provides that we and our subsidiaries license to Ant Group and/or its subsidiaries certain intellectual property rights and provide various software technology services, and, prior to our receipt of the 33% equity interest (on a fully diluted basis) in Ant Group, Ant Group paid us profit share payments; pursuant to the SAPA, a cross-license agreement was entered into in September 2019 upon our receipt of the 33% equity interest (on a fully diluted basis) in Ant Group. 167 Table of Contents Related Party Transaction Description • We and Ant Group cooperate with each other with respect to the enforcement of each other’s rights and the provision of certain financial services to our customers and merchants in connection with the SME loan business. • We granted Ant Group a license for it to continue to use certain trademarks and domain names. • Various investments involving Ant Group. • Prior to 2023, we granted share-based awards to employees of Ant Group; Junhan, a major equity holder of Ant Group, and Ant Group granted share-based awards to our employees.

He has waived any leasing fees for the use of such aircraft in connection with the performance of his duties, and we have agreed to assume the cost of maintenance, crew and operation of the aircraft where the cost is allocated for business purposes.

He has waived any leasing fees for the use of such aircraft in connection with the performance of his duties as our chairman, and we have agreed to assume the cost of maintenance, crew and operation of the aircraft where the cost is allocated for business purposes.

Joe Tsai does not have any pecuniary interests in the 20,307,176 ordinary shares held by Joe and Clara Tsai Foundation Limited. Joe Tsai’s business address is 26/F Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong S.A.R., the People’s Republic of China.

Joe Tsai does not have any pecuniary interests in the 13,907,176 ordinary shares held by Joe and Clara Tsai Foundation Limited. Joe Tsai’s business address is 26/F Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong S.A.R., the People’s Republic of China.

Commitments of Jack Ma to Alibaba Group Jack Ma, formerly one of our directors, has confirmed the following commitments to our board of directors: • He intends to reduce and thereafter limit his direct and indirect economic interest in Ant Group over time (for the avoidance of doubt, other than the equity stake in Ant Group held by our company), to a percentage that does not exceed his and his affiliates’ interest in our company immediately prior to our initial public offering and that the reduction will occur in a manner by which neither Jack Ma nor any of his affiliates would receive any economic benefit; • He will donate all of his Yunfeng GP Distributions to, or for the benefit of, the Alibaba Group Charitable Fund or other entities identified by him that serve charitable purposes; • Other than his income tax obligations arising from recognition of income from Yunfeng GP Distributions, he will not claim any charitable deductions with respect to donations of his Yunfeng GP Distributions against his other income tax obligations; and • If required by us, while he remains an Alibaba executive, he will assume for our benefit legal ownership of investment vehicles, holding companies and variable interest entities that further our business interests in Internet, media and telecom related businesses and, in this case, he will disclaim all economic benefits from his ownership and enter into agreements to transfer any benefits to us (or as we may direct) when permitted by applicable law. 180 Table of Contents Transactions with Other Investees We have extended loans to certain of our investees for working capital and other uses in conjunction with our investments.

We have also invested in other businesses in which the Yunfeng Funds are shareholders. 177 Table of Contents Commitments of Jack Ma to Alibaba Group Jack Ma, formerly one of our directors, has confirmed the following commitments to our board of directors: • He intends to reduce and thereafter limit his direct and indirect economic interest in Ant Group over time (for the avoidance of doubt, other than the equity stake in Ant Group held by our company), to a percentage that does not exceed his and his affiliates’ interest in our company immediately prior to our initial public offering and that the reduction will occur in a manner by which neither Jack Ma nor any of his affiliates would receive any economic benefit; • He will donate all of his Yunfeng GP Distributions to, or for the benefit of, the Alibaba Group Charitable Fund or other entities identified by him that serve charitable purposes; • Other than his income tax obligations arising from recognition of income from Yunfeng GP Distributions, he will not claim any charitable deductions with respect to donations of his Yunfeng GP Distributions against his other income tax obligations; and • If required by us, while he remains an Alibaba executive, he will assume for our benefit legal ownership of investment vehicles, holding companies and variable interest entities that further our business interests in Internet, media and telecom related businesses and, in this case, he will disclaim all economic benefits from his ownership and enter into agreements to transfer any benefits to us (or as we may direct) when permitted by applicable law.

In fiscal year 2023, these costs and expenses accounted for 1.9% of our costs and expenses. Certain of our investees have also entered into commercial arrangements with us in connection with certain marketing services they provide to our business.

In fiscal year 2024, these costs and expenses accounted for 1.8% of our costs and expenses. Certain of our investees have also entered into commercial arrangements with us in connection with certain marketing services they provide to our business.

(1) Represents (i) 443,736 ordinary shares held directly by Joe Tsai, (ii) 20,307,176 ordinary shares held by Joe and Clara Tsai Foundation Limited, a company incorporated under the law of the Island of Guernsey with its registered address at PO Box 186, Royal Chambers, St Julian's Avenue, St Peter Port, Guernsey GY1 4HP, that has granted Joe Tsai a revocable proxy over these shares and which is wholly-owned by Joe and Clara Tsai Foundation, (iii) 147,385,672 ordinary shares held by Parufam Limited, a Bahamas corporation with its registered address at 303 Shirley Street, P.O.

Represents (i) 470,400 ordinary shares held directly by Joe Tsai, (ii) 13,907,176 ordinary shares held by Joe and Clara Tsai Foundation Limited, a company incorporated under the law of the Island of Guernsey with its registered address at PO Box 186, Royal Chambers, St Julian's Avenue, St Peter Port, Guernsey GY1 4HP, that has granted Joe Tsai a revocable proxy over these shares and which is wholly-owned by Joe and Clara Tsai Foundation, (iii) 147,385,672 ordinary shares held by Parufam Limited, a Bahamas corporation with its registered address at 303 Shirley Street, P.O.

As of March 31, 2023, Junhan and Junao held approximately 31% and 22% of Ant Group’s equity interest, respectively, we held 33% and other shareholders held the remaining equity interest. The general partner of Junhan and Junao is an entity that was previously wholly-owned by Jack Ma.

As of March 31, 2024, Junhan and Junao held approximately 31% and 22% of Ant Group’s equity interest, respectively, we held 33% and other shareholders held the remaining equity interest. The general partner of Junhan and Junao is an entity that was previously wholly-owned by Jack 169 Table of Contents Ma.

The fee rates for the immediately preceding year remain in effect until such time as the annual approval by the Independent Committee has been obtained. In fiscal years 2021, 2022 and 2023, service fees in connection with the payment services provided by Alipay under this agreement amounted to RMB10,598 million, RMB11,824 million and RMB12,484 million (US$1,818 million), respectively.

The fee rates for the immediately preceding year remain in effect until such time as the annual approval by the Independent Committee has been obtained. In fiscal years 2022, 2023 and 2024, service fees in connection with the payment services provided by Alipay under this agreement amounted to RMB11,824 million, RMB12,484 million and RMB13,164 million (US$1,823 million), respectively.

As of July 12, 2023, none of the subsidiaries of SoftBank Group Corp. holding our ordinary shares beneficially owned more than 5% of our outstanding ordinary shares. According to public disclosure by SoftBank, SoftBank has entered into forward contracts using our shares. (3) Each ADS represents eight Shares.

As of May 20, 2024, none of the subsidiaries of SoftBank Group Corp. holding our ordinary shares beneficially owned more than 5% of our outstanding ordinary shares. According to public disclosure by SoftBank, SoftBank has entered into forward contracts using our shares. (3) Each ADS represents eight Shares.

Through an agreement with the transferees as well as the articles of association of the general partner entity, Jack Ma has control over resolutions passed at general meetings of the general partner entity that relate to the exercise of rights by Junhan and Junao as shareholders of Ant Group.

Through an agreement with the transferees as well as the articles of association of the general partner entity then in effect, Jack Ma had control over resolutions passed at general meetings of the general partner entity that would relate to the exercise of rights by Junhan and Junao as shareholders of Ant Group.

We believe that, through its expertise, knowledge base and extensive network of contacts in private equity in China, Yunfeng will assist us in developing a range of relevant strategic investment opportunities. The Yunfeng Funds have historically entered into co‑investment transactions with us and third parties. We have also invested in other businesses in which the Yunfeng Funds are shareholders.

Each party may, however, make passive investments in competing businesses below specified thresholds, in some cases after offering the investment opportunity to the other party.

Each party may, however, make passive investments in competing businesses below specified thresholds, in some cases after offering the 172 Table of Contents investment opportunity to the other party.

He also holds minority interests in certain investment advisor entities of certain Yunfeng Funds. In addition, Jack Ma, his wife, certain trusts established for the benefit of his family and certain entities controlled by Jack Ma and his wife have committed, or are expected to commit, funds to the general partners or as limited partners of certain Yunfeng Funds.

He also holds minority interests in certain investment advisor entities of certain Yunfeng Funds. In addition, Jack Ma, his wife and certain entities controlled by them have committed, or are expected to commit, funds to the general partners or as limited partners of certain Yunfeng Funds.

Certain of our investees have entered into commercial arrangements with us in connection with certain logistics services they provide to us. In fiscal years 2021, 2022 and 2023, we incurred costs and expenses of RMB11,068 million, RMB13,120 million and RMB14,750 million (US$2,148 million), respectively, for these logistics services.

Certain of our investees have entered into commercial arrangements with us in connection with certain logistics services they provide to us. In fiscal years 2022, 2023 and 2024, we incurred costs and expenses of RMB13,120 million, RMB14,750 million and RMB14,864 million (US$2,059 million), respectively, for these logistics services.

Regulatory Unwind Prior to the 2020 Amendments, the SAPA as amended in 2018 and 2019, provided that, if a relevant governmental authority prohibits us from owning all or a portion of our equity interest in Ant Group after the equity issuance has occurred through enactment of a law, rule or regulation, or explicitly requires Ant Group to redeem this equity interest, and the prohibition or request is not subject to appeal and cannot otherwise be resolved, then to the extent necessary, Ant Group will redeem the equity interest; the related intellectual property and asset transfers, and ancillary transactions under the SAPA will be unwound; and the terms of the SAPA, the 2014 IPLA, and other related agreements will be restored, including the prior profit share payments and liquidity event payment (which would be payable to us in the event of a qualified IPO of Ant Group or Alipay, in an amount equal to 37.5% of the equity value of Ant Group as a whole, immediately prior to the qualified IPO).

Subsequent to the Issuance, we record our proportionate share of results of Ant Group in “Share of results of equity method investees” in our consolidated income statements on a one quarter in-arrears basis. 171 Table of Contents Regulatory Unwind Prior to the 2020 Amendments, the SAPA as amended in 2018 and 2019, provided that, if a relevant governmental authority prohibits us from owning all or a portion of our equity interest in Ant Group after the equity issuance has occurred through enactment of a law, rule or regulation, or explicitly requires Ant Group to redeem this equity interest, and the prohibition or request is not subject to appeal and cannot otherwise be resolved, then to the extent necessary, Ant Group will redeem the equity interest; the related intellectual property and asset transfers, and ancillary transactions under the SAPA will be unwound; and the terms of the SAPA, the 2014 IPLA, and other related agreements will be restored, including the prior profit share payments and liquidity event payment (which would be payable to us in the event of a qualified IPO of Ant Group or Alipay, in an amount equal to 37.5% of the equity value of Ant Group as a whole, immediately prior to the qualified IPO).

Pursuant to the 2020 Amendments, these provisions would terminate upon the completion of a qualified IPO of Ant Group. 174 Table of Contents However, pursuant to the 2020 Amendments and the 2022 Amendments, if a qualified IPO of Ant Group has not been completed within the prescribed period of time, the foregoing rights will no longer be subject to termination upon the completion of a qualified IPO of Ant Group.

However, pursuant to the 2020 Amendments and the 2022 Amendments, if a qualified IPO of Ant Group has not been completed within the prescribed period of time, the foregoing rights will no longer be subject to termination upon the completion of a qualified IPO of Ant Group.

Compensation — Equity Incentive Plan.” C. Interests of Experts and Counsel Not applicable. 181 Table of Contents

Compensation — Equity Incentive Plan.” C. Interests of Experts and Counsel Not applicable.

We have entered into commercial arrangements with certain of our investees related to logistics services. In fiscal years 2021, 2022 and 2023, we recognized revenue of RMB1,732 million, RMB1,728 million and RMB1,140 million (US$166 million), respectively, in connection with these logistics services. In fiscal year 2023, this revenue accounted for 0.1% of our revenue.

We have entered into commercial arrangements with certain of our investees related to logistics services. In fiscal years 2022, 2023 and 2024, we recognized revenue of RMB1,728 million, RMB1,140 million and RMB2,540 million (US$352 million), respectively, in connection with these logistics services. In fiscal year 2024, this revenue accounted for 0.3% of our revenue.

Relationship with Investment Funds Affiliated with Jack Ma Jack Ma currently holds minority interests in the general partners of a number of Yunfeng investment funds, in which he is entitled to receive a portion of carried interest proceeds. We refer to these funds collectively as the Yunfeng Funds.

Relationship with Investment Funds Affiliated with Jack Ma Jack Ma currently holds minority interests in the general partners of a number of Yunfeng investment funds that were established prior to his retirement from our company in 2020, in which he is entitled to receive a portion of carried interest proceeds. We refer to these funds collectively as the Yunfeng Funds.

Year ended March 31, Related Party Transaction 2021 2022 2023 RMB RMB RMB US$ (in millions) Ant Group and its affiliates Annual fee for SME loan business (1) 954 708 — — Administrative and support services 1,208 1,165 565 82 Cloud services fee 3,916 5,536 8,409 1,224 Marketplace software technology services fee and others 2,427 2,358 2,831 412 Note: (1) Pursuant to our agreement with Ant Group, we received these annual fees for a term of seven years, commencing in 2015 and ending in 2021.

Year ended March 31, Related Party Transaction 2022 2023 2024 RMB RMB RMB US$ (in millions) Ant Group and its affiliates Annual fee for SME loan business (1) 708 — — — Administrative and support services 1,165 565 807 112 Cloud services fee 5,536 8,409 8,814 1,221 Marketplace software technology services fee and others 2,358 2,831 3,244 449 Note: (1) Pursuant to our agreement with Ant Group, we received these annual fees for a term of seven years, which commenced in 2015 and ended in 2021.

Pursuant to the 2022 Amendments, having considered the relevant insignificance of such intellectual property to us and the uncertainties associated with any such requirements to transfer such intellectual property back to us in light of the regulatory and operational changes, we agreed that Ant Group would no longer be required to transfer such intellectual property to us regardless of whether the IPO of Ant Group is completed.

In fiscal year 2023, this revenue accounted for 0.2% of our revenue. 171 Table of Contents Other than the related party transactions summarized above, the aggregate payments we received from other related parties accounted for less than 1% of total revenue in each of the fiscal years 2021, 2022 and 2023.

Other than the related party transactions summarized above, the aggregate payments we received from other related parties accounted for less than 1% of total revenue in each of the fiscal years 2022, 2023 and 2024.

We have also entered into commercial arrangements with certain of our investees related to cloud services. In fiscal years 2021, 2022 and 2023, we recognized revenue of RMB2,411 million, RMB1,826 million and RMB1,462 million (US$213 million), respectively, for these cloud services.

We have also entered into commercial arrangements with certain of our investees related to cloud services. In fiscal years 2022, 2023 and 2024, we recognized revenue of RMB1,826 million, RMB1,462 million and RMB984 million (US$136 million), respectively, for these cloud services. In fiscal year 2024, this revenue accounted for 0.1% of our revenue.

In fiscal years 2021, 2022 and 2023, we incurred costs and expenses of RMB1,394 million, RMB976 million and RMB382 million (US$56 million), respectively, for these marketing services. In fiscal year 2023, these costs and expenses accounted for 0.1% of our costs and expenses.

In fiscal years 2022, 2023 and 2024, we incurred costs and expenses of RMB976 million, RMB382 million 168 Table of Contents and RMB736 million (US$102 million), respectively, for these marketing services. In fiscal year 2024, these costs and expenses accounted for 0.1% of our costs and expenses.

As a result of the changes, (i) Jack Ma will no longer control the majority voting interests in Ant Group held by Junhan and Junao, (ii) each of Junhan and Junao will be controlled by a separate general partner entity that is not controlled by any single person, (iii) our equity interest in Ant Group remains unchanged, and (iv) neither we nor any other shareholder will have control over Ant Group. 172 Table of Contents Economic interests of Ant Group through Junhan are owned by Jack Ma, Simon Xie and other employees and former employees of us and Ant Group and its affiliates and investee companies.

As a result of the changes, (i) Jack Ma no longer controls the majority voting interests in Ant Group held by Junhan and Junao, (ii) each of Junhan and Junao is controlled by a separate general partner entity that is not controlled by any single person, (iii) our equity interest in Ant Group remains unchanged, and (iv) neither we nor any other shareholder has control over Ant Group.

Year ended March 31, Related Party Transaction 2021 2022 2023 RMB RMB RMB US$ (in millions) Ant Group and its affiliates Payment processing and escrow services fee 10,598 11,824 12,484 1,818 Administrative and support services 218 161 230 33 Marketplace software technology services fee and others (1) 4,291 3,381 2,041 297 Note: (1) Marketplace software technology services fee and others primarily relates to marketing support services in connection with our retail marketplaces.

Year ended March 31, Related Party Transaction 2022 2023 2024 RMB RMB RMB US$ (in millions) Ant Group and its affiliates Payment processing and escrow services fee 11,824 12,484 13,164 1,823 Marketplace software technology services fee and others (1) 3,542 2,271 3,050 422 Note: (1) Marketplace software technology services fee and others primarily relates to marketing support services in connection with our retail marketplaces.

These economic interests are in the form of limited partnership interests and interests similar to share appreciation rights tied to potential appreciation in the value of Ant Group. The economic interests in Junao are held in the form of limited partnership interests by certain members of the Alibaba Partnership and Ant Group's management.

The economic interests in Junao are held in the form of limited partnership interests by certain members of the Alibaba Partnership and Ant Group's management.

Neither party is required to pay any fees in 178 Table of Contents consideration for the services provided by the other party, and apart from the provision of these services, there will be no other exchange of value in connection with this agreement.

Neither party is required to pay any fees in consideration for the services provided by the other party, and apart from the provision of these services, there will be no other exchange of value in connection with this agreement. The cooperation agreement has an initial term of five years, with automatic renewals upon expiry for additional five-year periods.

To our knowledge, 6,571,492,864 ordinary shares (equivalent to 821,436,608 ADSs), representing approximately 32.3% of our total outstanding shares, were held by 184 record shareholders with registered addresses in the United States, including brokers and banks that hold securities in street name on behalf of their customers.

To our knowledge, 6,722,077,128 ordinary shares (equivalent to 840,259,641 ADSs), representing approximately 34.7% of our total outstanding shares, were held by 171 record shareholders with registered addresses in the United States, including brokers and banks that hold securities 166 Table of Contents in street name on behalf of their customers.

In addition, Junhan will change its general partner to a newly established entity while Junao will keep the existing general partner entity. The changes are subject to regulatory approval.

In addition, Junhan were to change its general partner to a newly established entity while Junao would keep the existing general partner entity. The changes were completed in December 2023.

Michael EVANS * * * Maggie Wei WU * * * Jerry YANG * * * Wan Ling MARTELLO * * * Weijian SHAN * * * Irene Yun-Lien LEE * * * Albert Kong Ping NG * * * Kabir MISRA * * * Toby Hong XU * * * Jane Fang JIANG * * * Zeming WU * * * Sara Siying YU * * * Trudy Shan DAI * * * Yongfu YU * * * Fan JIANG * * * Lin WAN * * * Luyuan FAN * * * All directors and executive officers as a group 447,894,628 55,986,829 2.2% Greater than 5% Beneficial Owners: SoftBank (2) 2,839,209,112 354,901,139 13.9% 168 Table of Contents Notes: * This person beneficially owns less than 1% of our outstanding ordinary shares.

Michael EVANS * * * Maggie Wei WU * * * Jerry YANG * * * Wan Ling MARTELLO * * * Weijian SHAN * * * Irene Yun-Lien LEE * * * Albert Kong Ping NG * * * Kabir MISRA * * * Toby Hong XU * * * Jane Fang JIANG * * * Sara Siying YU * * * Fan JIANG * * * Lin WAN * * * Luyuan FAN * * * All directors and executive officers as a group 355,606,738 44,450,842 1.8% Greater than 5% Beneficial Owners: SoftBank (2) 2,743,375,976 342,921,997 14.2% Notes: * This person beneficially owns less than 1% of our outstanding ordinary shares.

The cooperation agreement has an initial term of five years, with automatic renewals upon expiry for additional five-year periods. From time to time, we expect to enter into similar commercial arrangements with respect to cooperation matters and the provision of services between us and Ant Group and to our respective customers.

From time to time, we expect to enter into similar commercial arrangements with respect to cooperation matters and the provision of services between us and Ant Group and to our respective customers.

Major Shareholders The following table sets forth information with respect to beneficial ownership of our ordinary shares as of July 12, 2023, except otherwise noted, by: • each of our directors and executive officers; • our directors and executive officers as a group; and • each person known to us to beneficially own 5% or more of our ordinary shares.

Major Shareholders The following table sets forth information with respect to beneficial ownership of our ordinary shares as of May 20, 2024, except otherwise noted, by: • each of our directors and executive officers; • our directors and executive officers as a group; and • each person known to us to beneficially own 5% or more of our ordinary shares. 165 Table of Contents Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes the power to direct the voting or the disposition of the securities or to receive the economic benefit of the ownership of the securities.

We believe that an amendment to the Alipay commercial agreement to remove Ant Group’s obligation to pay such one-time payment will ultimately enhance the economic benefit that we may receive from Ant Group as a result of our equity interest in Ant Group and help us better manage related party and other risks arising from changes in the regulatory and operational environment. 174 Table of Contents Pursuant to the 2022 Amendments, from August 13, 2023, with respect to any payment processing and escrow services to be provided by Ant Group to us outside of Chinese mainland, the fee rates and payment-related terms for such services will no longer be governed by the Alipay commercial agreement and will instead be agreed upon between Ant Group and us separately.

We, Junhan and Ant Group agreed to settle with each other the cost associated with certain share-based awards granted to each other’s employees upon vesting. Our executive vice chairman • We agreed to assume the cost of maintenance, crew and operation of personal aircraft of our executive vice chairman where the cost is allocated for business purposes.

We, Junhan and Ant Group agreed to settle with each other the cost associated with certain share-based awards granted to each other’s employees upon vesting.

We have one class of ordinary shares, and each holder of our ordinary shares is entitled to one vote per share. As of July 12, 2023, 20,374,238,040 of our ordinary shares (equivalent to 2,546,779,755 ADSs) were outstanding.

We have one class of ordinary shares, and each holder of our ordinary shares is entitled to one vote per share. As of May 20, 2024, 19,345,485,396 of our ordinary shares (equivalent to 2,418,185,675 ADSs) were outstanding.

In July 2023, we received notice from Ant Group of a shareholder meeting to approve, among other things, a proposal by Ant Group to repurchase from all of its shareholders up to 7.6% of its equity interest. We understand that any repurchased shares will be transferred into Ant Group’s equity incentive pool.

In July 2023, we received notice from Ant Group that a shareholder meeting held on July 23, 2023 had approved, among other things, a proposal by Ant Group to repurchase from all of its shareholders up to 7.6% of its equity interest. We did not participate in such share repurchase.

Our Commercial Arrangements with Ant Group and Alipay After the divestment of our interest in and control over Alipay, we entered into a framework agreement in July 2011, or the 2011 framework agreement, with SoftBank, Altaba, Alipay, Ant Group, Jack Ma and Joe Tsai and certain of their affiliates.

We understand the repurchased shares were transferred into Ant Group’s equity incentive pool. Our Commercial Arrangements with Ant Group and Alipay After the divestment of our interest in and control over Alipay, we entered into a framework agreement in July 2011, or the 2011 framework agreement, with SoftBank, Altaba Inc. (formerly known as Yahoo!

SME Loan Cooperation Framework Agreement We and Ant Group entered into a SME loan cooperation framework agreement in August 2014, pursuant to which each party agreed to cooperate with, and provide certain services with respect to, the other party’s enforcement of certain rights of the other party against users of its platforms and services and with respect to the provision of certain financial services to our customers and merchants.

The Amended IPLA will terminate upon the earliest of: • the full payment of all pre-emptive rights funded payments under the SAPA; • the closing of a qualified IPO of Ant Group or Alipay; and • our transfer to Ant Group of any remaining intellectual property we own that is exclusively related to the business of Ant Group. 175 Table of Contents SME Loan Cooperation Framework Agreement We and Ant Group entered into a SME loan cooperation framework agreement in August 2014, pursuant to which each party agreed to cooperate with, and provide certain services with respect to, the other party’s enforcement of certain rights of the other party against users of its platforms and services and with respect to the provision of certain financial services to our customers and merchants.

Apart from the 2018, 2019, 2020 and 2022 amendments to our agreements with Ant Group described below, the key terms of our agreements with Ant Group and Alipay from the 2014 restructuring remain substantially unchanged. 173 Table of Contents Sale of SME Loan Business and Certain Other Assets Pursuant to the SAPA, we sold certain securities and assets primarily relating to our SME loan business and other related services to Ant Group in February 2015.

Directors and executive officers • We entered into indemnification agreements with our directors and executive officers. • We entered into employment agreements with our directors and executive officers. • We grant equity incentive awards to our directors and executive officers. 170 Table of Contents Commercial Arrangements with Investees and Ant Group and Its Affiliates The following table summarizes the services fees paid to Ant Group and its affiliates in fiscal years 2021, 2022 and 2023.

Commercial Arrangements with Investees and Ant Group and Its Affiliates The following table summarizes the services fees paid to Ant Group and its affiliates in fiscal years 2022, 2023 and 2024.

As of March 31, 2023, the aggregate outstanding balance of these loans was RMB2,345 million (US$341 million), with remaining terms of up to four years and interest rates of up to 10% per annum.

Other Transactions with Investees We have extended loans to certain of our investees for working capital and other uses in conjunction with our investments. As of March 31, 2024, the aggregate outstanding balance of these loans was RMB2,628 million (US$364 million), with remaining terms of up to two years and interest rates of up to 10% per annum.

It is intended that we and Ant Group will, to the extent necessary for each party to provide services to our respective customers, instead negotiate the terms of data sharing arrangements on a case-by-case basis and as permitted by applicable laws and regulations. 177 Table of Contents Pursuant to the SAPA, as amended in 2018 and 2019, upon the Issuance we also entered into the Amended IPLA, a cross license agreement and various intellectual property transfer agreements in connection with, and to implement, the contemplated intellectual property and asset transfers described in “— Issuance of Equity Interest” above.

The calculations of percentage ownership in the table below are based on 20,374,238,040 ordinary shares (equivalent to 2,546,779,755 ADSs) outstanding as of July 12, 2023. Name Beneficial ownership (Ordinary shares) Beneficial ownership (ADSs) (3) Percent Directors and Executive Officers: Daniel Yong ZHANG * * * Joseph C. TSAI (1) 281,675,752 35,209,469 1.4% J.

The calculations of percentage ownership in the table below are based on 19,345,485,396 ordinary shares (equivalent to 2,418,185,675 ADSs) outstanding as of May 20, 2024. Name Beneficial ownership (Ordinary shares) Beneficial ownership (ADSs) (3) Percent Directors and Executive Officers: Joseph C. TSAI (1) 275,302,416 34,412,802 1.4% Eddie Yongming WU * * * J.

These awards will be settled by respective grantors upon disposal of these awards by the holders, vesting or exercise of these awards, depending on the forms of these awards.

Share-based Award Arrangements Prior to 2023, certain of our employees were granted share-based awards by Junhan and Ant Group, and certain employees of Ant Group were granted share-based awards by us. These awards are settled by respective grantors upon disposal of these awards by the holders, vesting or exercise of these awards, depending on the forms of these awards.

As of the date of this annual report, HK$5,233 million (US$669 million) was drawn down by that entity under this facility. We have also co‑invested with certain of our investees in other businesses. For example, we have made co‑investments with Hangzhou Hanyun Xinling Equity Investment Fund Partnership and New Retail Strategic Opportunities Fund, L.P.

In May 2024, the loan facility was modified to a revolving loan facility and the facility amount was reduced to HK$6.5 billion. As of the date of this annual report, HK$4,875 million was drawn down by that entity under this facility. Also, we co‑invested and may from time to time co-invest with certain of our investees in other businesses.

Removed

Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes the power to direct the voting or the disposition of the securities or to receive the economic benefit of the ownership of the securities.

Added

(1) Does not include 15,660,000 ordinary shares held by a vehicle managed by Blue Pool Capital Limited, Joe Tsai’s family office.

Removed

Related Party Transaction Description SoftBank • Amended voting agreement among us, Joe Tsai and SoftBank, and, solely for limited purposes, Jack Ma, which, among others, provides that SoftBank has the right to nominate a director, and that Softbank and Joe Tsai will vote their shares in favor of Alibaba Partnership director nominees and the Softbank director nominee, respectively.

Added

Entities affiliated with our directors and officers • We agreed to assume the cost of maintenance, crew and operation of personal aircraft of our chairman where the cost is allocated for business purposes. • Investments in and various investments involving the Vision Plus Capital Funds, investment funds affiliated with our director and chief executive officer.

Removed

Softbank's director nomination right and the voting arrangement have effectively terminated. • Various investments involving SoftBank.

Added

Removed

Transactions and Agreements with SoftBank Based on our understanding of SoftBank's forward contracts using our Shares, SoftBank controls less than 10% of the voting interest in our company. In addition, SoftBank no longer nominates a director to our board of directors, as further discussed below. Accordingly, we no longer consider SoftBank as a related party.

Added

Economic interests of Ant Group through Junhan are owned by Jack Ma, Simon Xie and other employees and former employees of us and Ant Group and its affiliates and investee companies. These economic interests are in the form of limited partnership interests and interests similar to share appreciation rights tied to potential appreciation in the value of Ant Group.

Removed

Amended Voting Agreement We entered into a voting agreement, which was amended and restated in December 2021, or the amended voting agreement.

Added

Inc.), Alipay, Ant Group, Jack Ma and Joe Tsai and certain of their affiliates.

Removed

The terms of the amended voting agreement, by and among us, Joe Tsai and SoftBank, and, solely for limited purposes, Jack Ma, provides, amongst other things, that for so long as SoftBank owns 15% or more of our outstanding shares, SoftBank has the right to nominate one director to our board of directors, Softbank will vote their shares in favor of Alibaba Partnership director nominees and Joe Tsai will vote his shares in favor of the SoftBank director nominee.

Added

Sale of SME Loan Business and Certain Other Assets Pursuant to the SAPA, we sold certain securities and assets primarily relating to our SME loan business and other related services to Ant Group in February 2015.

Removed

As of December 31, 2022, as reported in their Schedule 13G/A, filed on February 14, 2023, SoftBank beneficially owned 13.7% of our outstanding shares, and accordingly, their director nomination right and the voting arrangements have effectively terminated.

Added

Pursuant to the 2020 Amendments, these provisions would terminate upon the completion of a qualified IPO of Ant Group.

Removed

Investments Involving SoftBank We have invested in businesses in which SoftBank or one or more of its affiliates is a shareholder or co‑invested with SoftBank or one or more of its affiliates in other businesses. SoftBank has also invested in businesses in which we are shareholders.

Added

We have also agreed to permit Ant Group to provide technology services in facilitation of the operations of any payment or financial services business to financial institutions and merchants using Ant Group’s payment services, except that Ant Group may not provide any IaaS-related cloud services, and we are allowed to provide services and products relating to payment accounts outside of Chinese mainland that Ant Group is unable to provide to us or our customers and to provide and distribute credit and insurance in cooperation with financial services business operators to facilitate businesses on our platforms, among other things.

Removed

We may continue to co‑invest with SoftBank, invest in businesses in which SoftBank is already an existing investor, and may also bring SoftBank as an investor into new businesses or businesses in which we are an existing investor.

Added

Pursuant to the SAPA, as amended in 2018 and 2019, upon the Issuance we also entered into the Amended IPLA, a cross license agreement and various intellectual property transfer agreements in connection with, and to implement, the contemplated intellectual property and asset transfers described in “— Issuance of Equity Interest” above.

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