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What changed in Alibaba Group Holding Ltd's 20-F — 2024 vs 2025

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Paragraph-level year-over-year comparison of Alibaba Group Holding Ltd's 2024 and 2025 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 2025 report.

+111 added−2337 removedSource: 20-F (2025-06-26) vs 20-F (2024-05-23)

Top changes in Alibaba Group Holding Ltd's 2025 20-F

111 paragraphs added · 2337 removed · 71 edited across 4 sections

Item 2. Properties

Properties — owned and leased real estate

69 edited+14 added−904 removed55 unchanged
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$1,619 million) for the years ended March 31, 2022, 2023 and 2024, respectively.
Biggest changeTherefore, our subsidiaries directly capture the significant majority of the profits and associated cash flow from operations, without having to rely on contractual arrangements to transfer cash flow from the variable interest entities to our subsidiaries. 6 Table of Contents For the year ended March 31, 2025 Parent Other Subsidiaries and Consolidated Entities Major VIEs and their Subsidiaries Primary Beneficiaries of Major VIEs Eliminations Consolidated Total RMB RMB RMB RMB RMB RMB US$ (in millions) Revenue from third parties — 833,583 98,433 64,331 — 996,347 137,300 Revenue from group companies — 17,515 19,346 203,620 (240,481 ) — — Total cost and expenses (5,972 ) (890,164 ) (119,725 ) (1) (153,515 ) 313,934 (855,442 ) (117,883 ) Income from subsidiaries and VIEs 142,604 148,152 — 1,439 (292,195 ) — — Income (loss) from operations 136,632 109,086 (1,946 ) 115,875 (218,742 ) 140,905 19,417 Other income and expenses (7,162 ) 46,239 2,293 46,633 (73,453 ) 14,550 2,005 Income tax (expenses) credit — (12,582 ) 1,256 (24,119 ) — (35,445 ) (4,884 ) Share of results of equity method investees — (3,602 ) (195 ) 9,763 — 5,966 822 Net income 129,470 139,141 1,408 148,152 (292,195 ) 125,976 17,360 Net loss attributable to noncontrolling interests — 4,102 31 — — 4,133 569 Accretion of mezzanine equity — (639 ) — — — (639 ) (88 ) Net income attributable to ordinary shareholders 129,470 142,604 1,439 148,152 (292,195 ) 129,470 17,841 For 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 (in millions) Revenue from third parties — 782,497 90,662 68,009 — 941,168 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 ) 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 Other income and expenses (5,989 ) 24,387 31 35,442 (65,625 ) (11,754 ) Income tax (expenses) credit — (6,890 ) 1,428 (17,067 ) — (22,529 ) Share of results of equity method investees — (11,656 ) (17 ) 3,938 — (7,735 ) Net income (loss) 79,741 77,848 (3,293 ) 123,181 (206,145 ) 71,332 Net loss attributable to noncontrolling interests — 8,477 200 — — 8,677 Accretion of mezzanine equity — (268 ) — — — (268 ) Net income (loss) attributable to ordinary shareholders 79,741 86,057 (3,093 ) 123,181 (206,145 ) 79,741 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 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 RMB15,445 million, RMB11,689 million and RMB17,130 million (US$2,361 million) for the years ended March 31, 2023, 2024 and 2025, respectively. 7 Table of Contents For the year ended March 31, 2025 Parent Other Subsidiaries and Consolidated Entities Major VIEs and their Subsidiaries Primary Beneficiaries of Major VIEs Eliminations Consolidated Total RMB RMB RMB RMB RMB RMB US$ (in millions) Net cash provided by (used in) operating activities 51,728 (1) 116,970 (1,446 ) 169,759 (173,502 ) 163,509 22,532 Net cash used in investing activities (54,809 ) (1) (256,326 ) (30,177 ) (2) (115,113 ) 271,010 (185,415 ) (25,551 ) Net cash provided by (used in) financing activities 2,542 (1) 63,534 22,205 (2) (66,988 ) (97,508 ) (76,215 ) (10,502 ) Effect of exchange rate changes on cash and cash equivalents, restricted cash and escrow receivables 43 922 — — — 965 133 Decrease in cash and cash equivalents, restricted cash and escrow receivables (496 ) (74,900 ) (9,418 ) (12,342 ) — (97,156 ) (13,388 ) Cash and cash equivalents, restricted cash and escrow receivables at the beginning of the year 1,114 219,909 11,776 53,625 — 286,424 39,470 Cash and cash equivalents, restricted cash and escrow receivables at the end of the year 618 145,009 2,358 41,283 — 189,268 26,082 Notes: (1) For the year ended March 31, 2025, the cash transfer from the parent to our subsidiaries amounting to RMB94,307 million (US$12,996 million), of which RMB90,858 million (US$12,521 million) and RMB3,449 million (US$475 million) were included in the parent’s net cash used in investing activities and net cash provided by financing activities, respectively.
The VIEs are incorporated and owned by PRC citizens or by PRC entities owned and/or controlled by PRC citizens, and not by our company. We and, through us, our shareholders do not own any equity interests in the VIEs.
The VIEs are incorporated in the PRC and owned by PRC citizens or by PRC entities owned and/or controlled by PRC citizens, and not by our company. We and, through us, our shareholders do not own any equity interests in the VIEs.
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.
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.
As part of increased regulatory focus in the United States on access to audit information, the United States originally enacted the Holding Foreign Companies Accountable Act, as amended, or the HFCA Act, in December 2020.
As part of the increased regulatory focus in the United States on access to audit information, the United States originally enacted the Holding Foreign Companies Accountable Act, as amended, or the HFCA Act, in December 2020.
The VIEs are incorporated and owned by PRC citizens or by PRC entities owned and/or controlled by PRC citizens, and not by our company. We have entered into certain contractual arrangements which collectively enable us to exercise effective control over the VIEs and realize substantially all of the economic risks and benefits arising from the VIEs.
The VIEs are incorporated in the PRC and owned by PRC citizens or by PRC entities owned and/or controlled by PRC citizens, and not by our company. We have entered into certain contractual arrangements which collectively enable us to exercise effective control over the VIEs and realize substantially all of the economic risks and benefits arising from the VIEs.
In connection with our prior securities offerings and overseas listings, under PRC laws and regulations in effect as of the date of this annual report, after consulting our PRC legal counsel, Fangda Partners, we are not aware of any PRC laws or regulations which explicitly require us to obtain any permission from the CSRC or other Chinese authorities, and we, our consolidated subsidiaries and the VIEs in China (i) have not been required to obtain any permission from or complete any filing with any PRC authority, (ii) have not been required to go through a cybersecurity review by the Cyberspace Administration of China, and (iii) have not received or were denied such requisite permissions by any PRC authority.
In connection with our prior securities offerings and overseas listings, under PRC laws and regulations in effect as of the date of this annual report, after consulting our PRC legal counsel, Fangda Partners, we are not aware of any PRC laws or regulations which explicitly require us to obtain any permission from the CSRC or other Chinese authorities, and we, our consolidated subsidiaries and the VIEs in China (i) have not been required to obtain any permission from any PRC authority, (ii) have not been required to go through a cybersecurity review by the Cyberspace Administration of China, and (iii) have not received or were denied such requisite permissions by any PRC authority.
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.
The chart below summarizes our corporate structure as of March 31, 2025 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.
Risks related to our ADSs and Shares include risks and uncertainties associated with the following: • volatilities in the trading prices of our securities, the substantial future sales or perceived potential sales of our securities, and the sustainability of active trading markets for our securities; • changes to our shareholder return initiatives; • different characteristics of the capital markets in Hong Kong and the U.S., and the possibility of a public offering and listing of our equity securities in Shanghai or Shenzhen; • the limited ability of our shareholders and U.S. authorities to bring actions against us; • our exemptions from certain NYSE corporate governance standards and certain disclosure requirements, as well as our different practices as to certain matters compared with many other companies listed in Hong Kong; • potential limitations on the ability of ADS holders to vote, transfer ADSs and receive distributions on our ordinary shares, and our discretionary proxy from the depositary of our ADSs; • the exchange between our Shares and our ADSs that may affect liquidity and/or trading prices of our securities and cause delays; • the possibility that we may be or may become a passive foreign investment company; and • uncertainty as to whether Hong Kong stamp duty will apply to the trading or conversion of our ADSs.
Risks related to our ADSs and Shares include risks and uncertainties associated with the following: • volatilities in the trading prices of our securities, the substantial future sales or perceived potential sales of our securities, the sustainability of active trading markets for our securities, and the conversion of our convertible senior notes as well as the capped call transactions; • changes to our shareholder return initiatives; • different characteristics of the capital markets in Hong Kong and the U.S., and the possibility of a public offering and listing of our equity securities in Shanghai or Shenzhen; • the limited ability of our shareholders and U.S. authorities to bring actions against us; • our exemptions from certain NYSE corporate governance standards and certain disclosure requirements, as well as our different practices as to certain matters compared with many other companies listed in Hong Kong; • potential limitations on the ability of ADS holders to vote, transfer ADSs and receive distributions on our ordinary shares, and our discretionary proxy from the depositary of our ADSs; • the exchange between our Shares and our ADSs that may affect liquidity and/or trading prices of our securities and cause delays; • the possibility that we may be or may become a passive foreign investment company; and • uncertainty as to whether Hong Kong stamp duty will apply to the trading or conversion of our ADSs.
This would likely materially and adversely affect our business, financial results and the trading prices of our ADSs, Shares and/or other securities, including causing the trading prices of such securities to significantly decline or become worthless. Contractual arrangements in relation to VIEs have not been tested in a court of law. See “— D.
This would likely materially and adversely affect our business, financial results and the trading prices of our ADSs, Shares and/or other securities, including causing the trading prices of such securities to significantly decline or become worthless. Contractual arrangements in relation to VIEs have not been tested in a court of law.
The market prices of our ADSs and/or other securities could be adversely affected as a result of anticipated negative impacts of the HFCA Act upon, as well as negative investor sentiment towards, China-based companies listed in the United States, regardless of our actual operating performance. See “— D.
The market prices of our ADSs and/or other securities could be adversely affected as a result of anticipated negative impacts of the HFCA Act upon, as well as negative investor sentiment towards, China-based companies listed in the United States, regardless of our actual operating performance.
Such new regulatory requirements could significantly limit or completely hinder our ability and the ability of our subsidiaries to obtain external financing through the issuance of equity securities overseas and cause the value of our securities, including our ADSs and Shares, to significantly decline or become worthless. See “— D.
Such new regulatory requirements could significantly limit or completely hinder our ability and the ability of our subsidiaries to obtain external financing through the issuance of equity securities overseas and cause the value of our securities, including our ADSs and Shares, to significantly decline or become worthless.
Risks and uncertainties related to our business and industry include risks and uncertainties associated with the following: • our ability to achieve the intended benefits of our reorganization; • our ability to maintain the trusted status of our ecosystem, and to maintain and improve the network effects of our ecosystems; • our ability to maintain or grow our business, as well as the impact of sustained investment in our business on our margins and net income; • our ability to compete effectively and continue to innovate and adapt to changes in our industry; • our ability to manage the significant management, operational and financial challenges in growing our business and operations, and our ability to maintain our culture; • economic conditions, geopolitical tensions and the impact of natural disasters or widespread health epidemics; • national trade or investment policies, barriers to trade or investment and geopolitical conflicts, as well as export control, economic or trade sanctions and the trend towards trade and technology “de-coupling” and “de-risking”; 14 Table of Contents • reputational harm, liabilities and other risks due to business dealings by, or connections of, merchants or consumers on our marketplaces with sanctioned countries or persons; • challenges in expanding our international and cross-border businesses and operations; • risks relating to our acquisitions, investments and alliances, as well as regulatory approval and review requirements for acquisitions; • risks arising from the broad range of evolving laws and regulations that affect our business, including but not limited to, regulations of digital platforms, regulations regarding privacy, data protection and cybersecurity, competition laws, content regulations, and consumer protection laws; • security breaches and cyber-attacks; • alleged pirated, counterfeit or illegal items or content, allegations of infringements of intellectual property rights, and our ability to protect our intellectual property rights; • material litigation and regulatory proceedings; • our ability to maintain or improve our technology infrastructure, risks relating to the performance, reliability and security of the Internet infrastructure and the effect of network interruptions; • risks relating to Ant Group and Alipay, including our reliance on Alipay to conduct substantially all of the payment processing and all of the escrow services on our marketplaces for a significant majority of our commerce business and our potential conflicts of interests with them; • risks relating to third-party service providers and ecosystem participants, and the quality of logistics services provided by logistics service providers and Cainiao; • natural disasters or epidemic; • our ability to attract, motivate and retain our staff, including key management and experienced and capable personnel; • fraudulent or illegal activities by our employees, business partners and service providers, and the effect of any fraud perpetuated and fictitious transactions conducted in our ecosystem; • tax compliance efforts that may affect our merchants; • effects of public scrutiny, or aggressive marketing and communication strategies of our competitors; • quarter-to-quarter fluctuations of our results of operations; • our ability to comply with the terms of our indebtedness and to raise additional capital, as well as interest rate risks; and • the potential insufficiency of insurance coverage.
Risks and uncertainties related to our business and industry include risks and uncertainties associated with the following: • our ability to maintain the trusted status of our ecosystem, and to maintain and improve the network effects of our ecosystems; • our ability to maintain or grow our business, as well as the impact of sustained investment in our business on our margins and net income; • our ability to compete effectively and continue to innovate and adapt to changes in our industry; • our ability to manage the significant management, operational and financial challenges in maintaining and growing our business and operations, and our ability to maintain our culture; 16 Table of Contents • economic conditions, geopolitical tensions and the impact of natural disasters or widespread health epidemics; • national trade or investment policies, barriers to trade or investment and geopolitical conflicts, as well as export control, economic or trade sanctions and the trend towards trade and technology “de-coupling” and “de-risking”; • reputational harm, liabilities and other risks due to business dealings by, or connections of, merchants or consumers on our marketplaces with sanctioned countries or persons; • challenges in expanding our international and cross-border businesses and operations; • risks relating to our acquisitions, investments and alliances, as well as regulatory approval and review requirements for acquisitions; • risks arising from the broad range of evolving laws and regulations that affect our business, including but not limited to, regulations of digital platforms, regulations regarding privacy, data protection and cybersecurity, competition laws, content regulations, and consumer protection laws; • security breaches and cyber-attacks; • alleged pirated, counterfeit or illegal items or content, allegations of infringements of intellectual property rights, and our ability to protect our intellectual property rights; • material litigation and regulatory proceedings; • our ability to maintain or improve our technology infrastructure, risks relating to the performance, reliability and security of the Internet infrastructure and the effect of network and system interruptions; • risks relating to Ant Group and Alipay, including our reliance on Alipay to conduct payment processing and escrow services on our marketplaces for a significant majority of our commerce business and our potential conflicts of interests with them; • risks relating to a wide range and large number of third-party service providers and ecosystem participants; • our ability to attract, motivate and retain our staff, including key management and experienced and capable personnel; • fraudulent or illegal activities by our employees, business partners and service providers, and the effect of any fraud perpetuated and fictitious transactions conducted in our ecosystem; • tax compliance efforts that may affect our merchants; • effects of public scrutiny, or aggressive marketing and communication strategies of our competitors; • quarter-to-quarter fluctuations of our results of operations; • our ability to comply with and the enforcement of the terms of our indebtedness or enforcement of our obligations as a guarantor, our ability to raise additional capital and interest rate risks; and • the potential insufficiency of insurance coverage.
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.”; “— We are subject to complex and evolving laws and regulations regarding privacy and data protection and cybersecurity.
See “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”; “— We are subject to complex and evolving laws and regulations regarding privacy and data protection and cybersecurity.
Any such circumstance may subject us to fines and other regulatory, civil or criminal liabilities, and we may be ordered by the competent PRC authorities to suspend relevant operations, which could materially and adversely affect our business, financial condition, results of operations and prospects. Please see “— D.
Any such circumstance may subject us to fines and other regulatory, civil or criminal liabilities, and we may be ordered by the competent PRC authorities to suspend relevant operations, which could materially and adversely affect our business, financial condition, results of operations and prospects.
(3) See “— Holding Company Structure and Cash Flows through Our Company” for nature of cash transfers mentioned above. 7 Table of Contents 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) Net cash provided by operating activities 71,885 (1) 154,186 3,622 196,309 (226,250 ) 199,752 Net cash used in investing activities (12,290 ) (1) (87,248 ) (2,003 ) (2) (100,132 ) 66,167 (135,506 ) Net cash (used in) provided by financing activities (59,439 ) (1) (83,590 ) 1,766 (2) (84,439 ) 160,083 (65,619 ) Effect of exchange rate changes on cash and cash equivalents, restricted cash and escrow receivables 33 3,495 2 — — 3,530 Increase (Decrease) in cash and cash equivalents, restricted cash and escrow receivables 189 (13,157 ) 3,387 11,738 — 2,157 Cash and cash equivalents, restricted cash and escrow receivables at the beginning of the year 387 175,866 4,537 46,563 — 227,353 Cash and cash equivalents, restricted cash and escrow receivables at the end of the year 576 162,709 7,924 58,301 — 229,510 Notes: (1) For the year ended March 31, 2023, the cash transfer from the parent to our subsidiaries amounting to RMB32,025 million, of which RMB31,088 million and RMB937 million were included in the parent’s net cash used in investing activities and financing activities, respectively.
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) Net cash provided by operating activities 71,885 (1) 154,186 3,622 196,309 (226,250 ) 199,752 Net cash used in investing activities (12,290 ) (1) (87,248 ) (2,003 ) (2) (100,132 ) 66,167 (135,506 ) Net cash (used in) provided by financing activities (59,439 ) (1) (83,590 ) 1,766 (2) (84,439 ) 160,083 (65,619 ) Effect of exchange rate changes on cash and cash equivalents, restricted cash and escrow receivables 33 3,495 2 — — 3,530 Increase (Decrease) in cash and cash equivalents, restricted cash and escrow receivables 189 (13,157 ) 3,387 11,738 — 2,157 Cash and cash equivalents, restricted cash and escrow receivables at the beginning of the year 387 175,866 4,537 46,563 — 227,353 Cash and cash equivalents, restricted cash and escrow receivables at the end of the year 576 162,709 7,924 58,301 — 229,510 Notes: (1) For the year ended March 31, 2023, the cash transfer from the parent to our subsidiaries amounting to RMB32,025 million, of which RMB31,088 million and RMB937 million were included in the parent’s net cash used in investing activities and financing activities, respectively.
For this reason, we were not identified as a Commission-Identified Issuer following the filing of our annual report in 2023, and we do not expect to be identified as a Commission-Identified Issuer following the filing of this annual report in 2024.
For this reason, we were not identified as a Commission-Identified Issuer following the filing of our annual reports in 2023 or 2024, and we do not expect to be identified as a Commission-Identified Issuer following the filing of this annual report in 2025.
For 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) Net cash provided by operating activities 93,308 (1) 112,457 8,994 163,315 (195,481 ) 182,593 25,289 Net cash provided by (used in) investing activities 11,838 (1) 922 (10,596 ) (2) (20,462 ) (3,526 ) (21,824 ) (3,023 ) Net cash (used in) provided by financing activities (104,666 ) (1) (60,507 ) 5,451 (2) (147,529 ) 199,007 (108,244 ) (14,992 ) Effect of exchange rate changes on cash and cash equivalents, restricted cash and escrow receivables 58 4,328 3 — — 4,389 608 Increase (Decrease) in cash and cash equivalents, restricted cash and escrow receivables 538 57,200 3,852 (4,676 ) — 56,914 7,882 Cash and cash equivalents, restricted cash and escrow receivables at the beginning of the year 576 162,709 7,924 58,301 — 229,510 31,787 Cash and cash equivalents, restricted cash and escrow receivables at the end of the year 1,114 219,909 11,776 53,625 — 286,424 39,669 Notes: (1) For the year ended March 31, 2024, the cash transfer from the parent to our subsidiaries amounting to RMB74,951 million (US$10,381 million), of which RMB67,670 million (US$9,373 million) and RMB7,281 million (US$1,008 million) were included in the parent’s net cash provided by investing activities and net cash used in financing activities, respectively.
For 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 (in millions) Net cash provided by operating activities 93,308 (1) 112,457 8,994 163,315 (195,481 ) 182,593 Net cash provided by (used in) investing activities 11,838 (1) 922 (10,596 ) (2) (20,462 ) (3,526 ) (21,824 ) Net cash (used in) provided by financing activities (104,666 ) (1) (60,507 ) 5,451 (2) (147,529 ) 199,007 (108,244 ) Effect of exchange rate changes on cash and cash equivalents, restricted cash and escrow receivables 58 4,328 3 — — 4,389 Increase (Decrease) in cash and cash equivalents, restricted cash and escrow receivables 538 57,200 3,852 (4,676 ) — 56,914 Cash and cash equivalents, restricted cash and escrow receivables at the beginning of the year 576 162,709 7,924 58,301 — 229,510 Cash and cash equivalents, restricted cash and escrow receivables at the end of the year 1,114 219,909 11,776 53,625 — 286,424 Notes: (1) For the year ended March 31, 2024, the cash transfer from the parent to our subsidiaries amounting to RMB74,951 million, of which RMB67,670 million and RMB7,281 million were included in the parent’s net cash provided by investing activities and net cash used in financing activities, respectively.
As a result, we include the financial results of each of the VIEs in our consolidated financial statements in accordance with U.S. GAAP. Investors in our ADSs and Shares are purchasing equity securities of a Cayman Islands holding company rather than equity securities issued by our consolidated subsidiaries and the VIEs. See “Item 4. Information on the Company — C.
As a result, we include the financial results of each of the VIEs in our consolidated financial statements in accordance with U.S. GAAP. Investors in our ADSs and Shares are purchasing equity securities of a Cayman Islands holding company rather than equity securities issued by our consolidated subsidiaries and the VIEs.
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.).
For our representative VIEs, these individuals are 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., Shanghai Rajax Information Technology Co., Ltd. and Alibaba Cloud Computing Ltd.), and Jeff Jianfeng Zhang, Winnie Jia Wen, Jie Song and Yongxin Fang (with respect to Hujing Culture Entertainment Co., Ltd.
Any such circumstance could subject us to penalties, including fines, suspension of business and revocation of required licenses, 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. For more detailed information, see “— D.
Any such circumstance could subject us to penalties, including fines, suspension of business and revocation of required licenses, 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.
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.” Permissions and Approvals Required to be Obtained from PRC Authorities for our Business Operations In the opinion of Fangda Partners, our PRC legal counsel, our consolidated subsidiaries and the VIEs in China have obtained all major licenses, permissions and approvals from the competent PRC authorities that are necessary to the operations of our Taobao and Tmall Group, Cloud Intelligence Group and AIDC Group, which accounted for a substantial majority of our revenue in fiscal year 2024.
See “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 “— We may need additional capital but may not be able to obtain it on favorable terms or at all” of the Hong Kong Annual Report (adjusted version). 11 Table of Contents Permissions and Approvals Required to be Obtained from PRC Authorities for our Business Operations In the opinion of Fangda Partners, our PRC legal counsel, our consolidated subsidiaries and the VIEs in China have obtained all major licenses, permissions and approvals from the competent PRC authorities that are necessary to the operations of our Taobao and Tmall Group, Cloud Intelligence Group, AIDC Group and Local Services Group, which accounted for a substantial majority of our revenue in fiscal year 2025.
We believe this presentation provides a reasonably adequate basis for investors to evaluate the assets, operations and overall significance of the variable interest entities as a group, as well as the nature and amounts associated with intercompany transactions.
We are presenting the condensed consolidating information for the major variable interest entities only. We believe this presentation provides a reasonably adequate basis for investors to evaluate the assets, operations and overall significance of the variable interest entities as a group, as well as the nature and amounts associated with intercompany transactions.
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 12 Table of Contents 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.
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 2023, 2024 and 2025, the significant majority of our revenues were generated by our subsidiaries.
For the year ended March 31, 2024, the cash transfer from our subsidiaries to the parent amounting to RMB193,629 million (US$26,817 million), of which RMB98,174 million (US$13,597 million), RMB81,979 million (US$11,354 million) and RMB13,476 million (US$1,866 million) were included in the parent’s net cash provided by operating activities and investing activities, and net cash used in financing activities, respectively.
For the year ended March 31, 2024, the cash transfer from our subsidiaries to the parent amounting to RMB193,629 million, of which RMB98,174 million, RMB81,979 million and RMB13,476 million were included in the parent’s net cash provided by operating activities and investing activities, and net cash used in financing activities, respectively.
Risk Factors — Risks Related to Our Corporate Structure” for more details on the risks relating to the VIE structure. 1 Table of Contents Our Corporate Structure Like many large scale, multinational companies with businesses around the world and across industries, we conduct our business through a large number of Chinese and foreign operating entities, including VIEs.
See “Risk Factors — Risks Related to Our Corporate Structure” of the 2025 Hong Kong Annual Report (adjusted version) for more details on the risks relating to the VIE structure. 1 Table of Contents Our Corporate Structure Like many large scale, multinational companies with businesses around the world and across industries, we conduct our business through a large number of Chinese and foreign operating entities, including VIEs.
Failure to comply with these laws and regulations could result in claims, regulatory investigations, litigation or penalties, or otherwise negatively affect our business. ”; “— Claims or regulatory actions under competition laws against us may result in our being subject to fines, constraints on our business and damage to our reputation.”; “— PRC regulations regarding acquisitions impose significant regulatory approval and review requirements, which could make it more difficult for us to pursue growth through acquisitions and subject us to fines or other administrative penalties.”; “— We may be subject to liability for content available in our ecosystem that is alleged to be obscene, defamatory, libelous, fraudulent socially destabilizing or otherwise unlawful.” and “— We may be subject to claims under consumer protection laws, including health and safety claims and product liability claims, if property or people are harmed by the products and services sold through our platforms.” The Chinese government may further promulgate relevant laws, rules and regulations that may impose additional and significant obligations and liabilities on Chinese companies.
Failure to comply with these laws and regulations could result in claims, regulatory investigations, litigation or penalties, or otherwise negatively affect our business”; “— Claims or regulatory actions under competition laws against us may result in our being subject to fines, constraints on our business and damage to our reputation”; “— PRC regulations regarding acquisitions impose significant regulatory approval and review requirements, which could make it more difficult for us to pursue growth through acquisitions and subject us to fines or other administrative penalties”; “— We may be subject to liability for content available in our ecosystem that is alleged to be obscene, defamatory, libelous, fraudulent socially destabilizing or otherwise unlawful” and “— We may be subject to claims under consumer protection laws, including health and safety claims and product liability claims, if property or people are harmed by the products and services sold through our platforms” of the 2025 Hong Kong Annual Report (adjusted version).
If the PCAOB is unable to continue to inspect or investigate completely registered public accounting firms headquartered in Chinese mainland or Hong Kong, including our independent registered public accounting firm, for two consecutive years, our securities (including our ADSs and Shares) may be prohibited from trading on or delisted from the NYSE or other U.S. stock exchange under the HFCA Act.
If the PCAOB is unable to continue to inspect or investigate completely registered public accounting firms headquartered in Chinese mainland or Hong Kong, including our independent registered public accounting firm, for two consecutive years, our securities (including our ADSs and Shares) may be prohibited from trading on or delisted from the NYSE or other U.S. stock exchange under the HFCA Act. 13 Table of Contents Delisting of our ADSs would force our U.S.-based shareholders to sell their ADSs or convert them into Shares listed in Hong Kong.
Following that, on December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in Chinese mainland and Hong Kong in 2022.
Following the signing of a Statement of Protocol between the PCAOB and the CSRC and the Ministry of Finance, the PCAOB announced on December 15, 2022 that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in Chinese mainland and Hong Kong in 2022.
Organizational Structure.” If the VIEs or their equity holders fail to perform their respective obligations under the contractual arrangements, we will have to enforce our rights under the contractual arrangements through the operations of PRC law and arbitral or judicial agencies, which may be costly and time-consuming and will be subject to uncertainties in the PRC legal system, including the uncertainty resulting from the fact that these VIE contracts have not been tested in a PRC court.
For a more detailed summary of such contractual arrangements, see “Business Overview — Organizational Structure” of the 2025 Hong Kong Annual Report (adjusted version) If the VIEs or their equity holders fail to perform their respective obligations under the contractual arrangements, we will have to enforce our rights under the contractual arrangements through the operations of PRC law and arbitral or judicial agencies, which may be costly and time-consuming and will be subject to uncertainties in the PRC legal system, including the uncertainty resulting from the fact that these VIE contracts have not been tested in a PRC court.
In exchange, the VIE pays a service fee to our subsidiary, the amount of which shall be determined, to the extent permitted by applicable PRC laws as proposed by our subsidiary, resulting in a transfer of substantially all of the profits from the VIE to our subsidiary. For a more detailed summary of such contractual arrangements, see “Item 4.
In exchange, the VIE pays a service fee to our subsidiary, the amount of which shall be determined, to the extent permitted by applicable PRC laws as proposed by our subsidiary, resulting in a transfer of substantially all of the profits from the VIE to our subsidiary.
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).
Risks and uncertainties related to our corporate structure may arise from the following: • our shareholders’ limited ability to nominate and elect directors; • differences between the interests of the Alibaba Partnership and our shareholders; • anti-takeover provisions in our Articles of Association and provisions of our convertible senior notes discouraging acquisitions; • our shareholders do not hold equity securities of our subsidiaries and the VIEs that have substantive business operations in China; and • risks and uncertainties relating to the VIE structure, including regulatory risks and uncertainties; limitations of contractual arrangements in providing control over the VIEs; potential failure by the VIEs or their equity holders to perform their obligations; potential loss of the ability to use, or otherwise benefit from, the licenses, approvals and assets held by the VIEs; potential conflicts of interests between us and the equity holders, directors and executive officers of the VIEs; as well as potential scrutiny of the contractual arrangements with the VIEs by the PRC tax authority. 17 Table of Contents 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 “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” on page 145 through 146 of the 2025 Hong Kong Annual Report (adjusted version)); • 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 “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” on page 145 through 146 of the 2025 Hong Kong Annual Report (adjusted version)); • 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 “Risk Factors — 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 146 and page 147 of the 2025 Hong Kong Annual Report (adjusted version)); • PRC regulations relating to investments in offshore companies and employee equity incentive plans (see “Risk Factors — 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 148 and page 148 of the 2025 Hong Kong Annual Report (adjusted version)); • 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 “Risk Factors — 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 149 of the 2025 Hong Kong Annual Report (adjusted version)) • 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 “Risk Factors — 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 149 of the 2025 Hong Kong Annual Report (adjusted version)); • 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 “Risk Factors — 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 149 of the 2025 Hong Kong Annual Report (adjusted version)); and 18 Table of Contents • risks relating to the approval, filing or other requirements of PRC regulatory authorities in connection with future issuance of securities overseas (see “Risk Factors — 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 151 through 152 of the 2025 Hong Kong Annual Report (adjusted version)).
(2) For the year ended March 31, 2024, the cash transfer from our subsidiaries and consolidated entities to the major VIEs and their subsidiaries amounting to RMB17,986 million (US$2,491 million), of which RMB8,319 million (US$1,152 million) and RMB9,667 million (US$1,339 million) were included in the major VIEs and their subsidiaries’ net cash used in investing activities and net cash provided by financing activities, respectively.
(2) For the year ended March 31, 2024, the cash transfer from our subsidiaries and consolidated entities to the major VIEs and their subsidiaries amounting to RMB17,986 million, of which RMB8,319 million and RMB9,667 million were included in the major VIEs and their subsidiaries’ net cash used in investing activities and net cash provided by financing activities, respectively. 8 Table of Contents For the year ended March 31, 2024, the cash transfer from the major VIEs and their subsidiaries to our subsidiaries and consolidated entities amounting to RMB25,432 million, of which RMB19,933 million and RMB5,499 million were included in the major VIEs and their subsidiaries’ net cash used in investing activities and net cash provided by financing activities, respectively.
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.
For more detailed information, see “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” of the 2025 Hong Kong Annual Report (adjusted version). 12 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.
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 “— D.
In addition, registered share capital and capital reserve accounts are also restricted from distribution. As of March 31, 2025, these restricted net assets totaled RMB334.8 billion (US$46.1 billion). See note 25 to our audited consolidated financial statements included in this annual report.
For the years ended March 31, 2022, 2023 and 2024, our subsidiaries and consolidated entities provided loans and repaid loans, in the aggregate amounts of RMB2,539 million, RMB21,283 million and RMB17,986 million (US$2,491 million) to the major VIEs and their subsidiaries, and the major VIEs and their subsidiaries provided loans, repaid loans and paid technical service fees to our subsidiaries and consolidated entities in the aggregate amounts of RMB24,404 million, RMB14,172 million and RMB25,432 million (US$3,522 million), respectively.
For the years ended March 31, 2023, 2024 and 2025, our subsidiaries and consolidated entities provided loans and repaid loans, in the aggregate amounts of RMB21,283 million, RMB17,986 million and RMB29,008 million (US$3,997 million) to the major VIEs and their subsidiaries, and the major VIEs and their subsidiaries provided loans, repaid loans and paid technical service fees to our subsidiaries and consolidated entities in the aggregate amounts of RMB14,172 million, RMB25,432 million and RMB38,462 million (US$5,300 million), respectively.
See “— Risks Related to Doing Business in the People’s Republic of China.” A summary of the risk factors is set forth below, you should read this summary together with the detail risk factors set forth in this annual report.
See “Risk Factors — Risks Related to Doing Business in the People’s Republic of China” of the 2025 Hong Kong Annual Report (adjusted version). A summary of the risk factors is set forth below, you should read this summary together with the detailed risk factors set forth in the 2025 Hong Kong Annual Report (adjusted version).
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.
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.
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.
See “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” of the 2025 Hong Kong Annual Report (adjusted version).
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.
Please see “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” of the 2025 Hong Kong Annual Report (adjusted version).
For fiscal year 2024, we declared a cash dividend in the amount of US$0.2075 per Share or US$1.66 per ADS, consisting of (i) a regular dividend in the amount of US$0.125 per Share or US$1.00 per ADS 13 Table of Contents and (ii) a one-time extraordinary dividend in the amount of US$0.0825 per Share or US$0.66 per ADS as a distribution of proceeds from disposition of certain financial investments, for a total amount of US$4 billion.
For fiscal year 2025, we declared a cash dividend in the amount of US$0.25 per Share or US$2.00 per ADS, consisting of (i) a regular dividend in the amount of US$0.13125 per Share or US$1.05 per ADS and (ii) a one-time extraordinary dividend of US$0.11875 per Share or US$0.95 per ADS as a distribution of proceeds from disposition of certain businesses and financial investments, for a total amount of US$4.6 billion.
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). See “Item 5.
As of March 31, 2025, 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 RMB362.6 billion (US$50.0 billion).
Equity Pledge Agreements Pursuant to the relevant equity pledge agreement, the relevant VIE equity holders have pledged all of their interests in the equity of the VIE as a continuing first priority security interest in favor of the corresponding subsidiary to secure the outstanding amounts advanced under the relevant loan agreements described above and to secure the performance of obligations by the VIE and/or its equity holders under the other structure contracts.
Proxy Agreements Pursuant to the relevant proxy agreement, each of the VIE equity holders irrevocably authorizes any person designated by our subsidiary to exercise the rights of the equity holder of the VIE, including without limitation the right to vote and appoint directors. 4 Table of Contents Equity Pledge Agreements Pursuant to the relevant equity pledge agreement, the relevant VIE equity holders have pledged all of their interests in the equity of the VIE as a continuing first priority security interest in favor of the corresponding subsidiary to secure the outstanding amounts advanced under the relevant loan agreements described above and to secure the performance of obligations by the VIE and/or its equity holders under the other structure contracts.
For the years ended March 31, 2022, 2023 and 2024, Alibaba Group Holding Limited provided capital contributions and loans, and repaid loans, in the aggregate amounts of RMB20,188 million, RMB32,025 million and RMB74,951 million (US$10,381 million), respectively, to our subsidiaries, and our subsidiaries provided dividends and loans, and repaid loans, in the aggregate amounts of RMB95,621 million, RMB112,153 million and RMB193,629 million (US$26,817 million), respectively, to Alibaba Group Holding Limited.
For the years ended March 31, 2023, 2024 and 2025, Alibaba Group Holding Limited provided capital contributions and loans, and repaid loans, in the aggregate amounts of RMB32,025 million, RMB74,951 million and RMB94,307 million (US$12,996 million), respectively, to our subsidiaries, and our subsidiaries provided dividends and loans, and repaid loans, in the aggregate amounts of RMB112,153 million, RMB193,629 million and RMB175,208 million (US$24,144 million), respectively, to Alibaba Group Holding Limited.
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.
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 PRC government has significant authority to oversee and regulate the business operations of a China-based company like us, including overseas listing and overseas fundraisings.
In addition, we face various legal and operational risks and uncertainties as a company based in and primarily operating in China. The PRC government has significant authority to oversee and regulate the business operations of a China-based company like us, including overseas listing and overseas fundraisings.
See “— 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.” Consequently, the contractual arrangements may not be as effective in ensuring our control over the relevant portion of our business operations as direct ownership.
See “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” of the 2025 Hong Kong Annual Report (adjusted version).
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.
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.
Operating and Financial Review and Prospects — Components of Results of Operations — Taxation — PRC Withholding Tax.” We do not have specific cash management policies in place that dictate how funds are transferred between Alibaba Group Holding Limited, our subsidiaries, the VIEs or our investors.
See “Management Discussion and Analysis — Operating Results — Taxation — PRC Withholding Tax” of the 2025 Hong Kong Annual Report (adjusted version). We do not have specific cash management policies in place that dictate how funds are transferred between Alibaba Group Holding Limited, our subsidiaries, the VIEs or our investors.
For the year ended March 31, 2024, the cash transfer from the major VIEs and their subsidiaries to our subsidiaries and consolidated entities amounting to RMB25,432 million (US$3,522 million), of which RMB19,933 million (US$2,760 million) and RMB5,499 million (US$762 million) were included in the major VIEs and their subsidiaries’ net cash used in investing activities and net cash provided by financing activities, respectively.
(2) For the year ended March 31, 2025, the cash transfer from our subsidiaries and consolidated entities to the major VIEs and their subsidiaries amounting to RMB29,008 million (US$3,997 million), of which RMB8,268 million (US$1,139 million) and RMB20,740 million (US$2,858 million) were included in the major VIEs and their subsidiaries’ net cash used in investing activities and net cash provided by financing activities, respectively.
Risk Factors — 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.” Holding Company Structure and Cash Flows through Our Company We are a holding company with no operation other than ownership of operating subsidiaries in Chinese mainland, Hong Kong S.A.R., and elsewhere that own and operate our marketplaces and other businesses as well as a portfolio of intellectual property rights.
See “Risk Factors — 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” of the 2025 Hong Kong Annual Report (adjusted version).
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.
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, 2023, 2024 and 2025, and condensed consolidating schedule of balance sheet information as of March 31, 2024 and 2025 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 • other subsidiaries and consolidated entities, which include variable interest entities that are not major variable interest entities. 5 Table of Contents We conduct our business through a large number of subsidiaries and consolidated entities.
Investors in our securities, including our ADSs, Shares and notes, should note that, to the extent cash or assets in our business is in the PRC or a PRC entity, the funds or assets may not be available to fund operations or for other use outside of the PRC due to 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.
Also see “— The VIE Structure Adopted by Our Company — Variable Interest Entity Financial Information” for further financial information of Alibaba Group Holding Limited, the major variable interest entities and their subsidiaries, our subsidiaries that are, for accounting purposes only, the primary beneficiaries of the major variable interest entities, and other subsidiaries and consolidated entities. 14 Table of Contents Investors in our securities, including our ADSs, Shares and notes, should note that, to the extent cash or assets in our business is in the PRC or a PRC entity, the funds or assets may not be available to fund operations or for other use outside of the PRC due to 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.
Exclusive Call Option Agreements Under the Enhanced VIE Structure, each relevant VIE and its equity holders have jointly granted our relevant subsidiary (A) an exclusive call option to request the relevant VIE to decrease its registered capital and (B) an exclusive call option to subscribe for any increased capital of relevant VIE. 4 Table of Contents Proxy Agreements Pursuant to the relevant proxy agreement, each of the VIE equity holders irrevocably authorizes any person designated by our subsidiary to exercise the rights of the equity holder of the VIE, including without limitation the right to vote and appoint directors.
Exclusive Call Option Agreements Under the Enhanced VIE Structure, each relevant VIE and its equity holders have jointly granted our relevant subsidiary (A) an exclusive call option to request the relevant VIE to decrease its registered capital and (B) an exclusive call option to subscribe for any increased capital of relevant VIE.
Risks and uncertainties related to our corporate structure that may arise from the following: • our shareholders’ limited ability to nominate and elect directors; • differences between the interests of the Alibaba Partnership and our shareholders; • anti-takeover provisions in our Articles of Association; • our shareholders do not hold equity securities of our subsidiaries and the VIEs that have substantive business operations in China; and • risks and uncertainties relating to the VIE structure, including regulatory risks and uncertainties; limitations of contractual arrangements in providing control over the VIEs; potential failure by the VIEs or their equity holders to perform their obligations; potential loss of the ability to use, or otherwise benefit from, the licenses, approvals and assets held by the VIEs; potential conflicts of interests between us and the equity holders, directors and executive officers of the VIEs; as well as potential scrutiny of the contractual arrangements with the VIEs by the PRC tax authority.
Other risks and uncertainties related to the VIE structure include regulatory risks and uncertainties; limitations of contractual arrangements in providing control over the VIEs; potential failure by the VIEs or their equity holders to perform their obligations; potential loss of the ability to use, or otherwise benefit from, the licenses, approvals and assets held by the VIEs; potential conflicts of interests between us and the equity holders, directors and executive officers of the VIEs; as well as potential scrutiny of the contractual arrangements with the VIEs by the PRC tax authority.
(2) For the year ended March 31, 2022, the cash transfer from our subsidiaries and consolidated entities to the major VIEs and their subsidiaries amounting to RMB2,539 million, of which RMB35 million and RMB2,504 million were included in the major VIEs and their subsidiaries’ net cash used in investing activities and financing activities, respectively.
For the year ended March 31, 2025, the cash transfer from the major VIEs and their subsidiaries to our subsidiaries and consolidated entities amounting to RMB38,462 million (US$5,300 million), of which RMB32,967 million (US$4,543 million) and RMB5,495 million (US$757 million) were included in the major VIEs and their subsidiaries’ net cash used in investing activities and net cash provided by financing activities, respectively.
Consolidated Statements and Other Financial Information — Taxation of Dividends.” For PRC and United States federal income tax considerations of an investment in our ADS, see “Item 10. Additional Information — E. Taxation.” B. Capitalization and Indebtedness Not Applicable. C. Reasons for the Offer and Use of Proceeds Not Applicable. D.
For PRC and United States federal income tax considerations of an investment in our ADS, see “Other Information for Shareholders —Taxation” of the 2025 Hong Kong Annual Report (adjusted version). B. Capitalization and Indebtedness Not Applicable. C. Reasons for the Offer and Use of Proceeds Not Applicable. D.
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.
Holding Foreign Companies Accountable Act 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.
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.
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 — 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.” Holding Foreign Companies Accountable Act 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.
For more detailed information, see “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” of the 2025 Hong Kong Annual Report (adjusted version).
For a condensed consolidating schedule of financial information that disaggregates the operations and depicts the financial position, cash flows, and results of operations for the same periods for which audited consolidated financial statements are required, see “— The VIE Structure Adopted by Our Company —Variable Interest Entity Financial Information.” Please also see the consolidated financial statements included in this annual report for more financial information.
For a condensed consolidating schedule of financial information that disaggregates the operations and depicts the financial position, cash flows, and results of operations for the same periods for which audited consolidated financial statements are required, see “— The VIE Structure Adopted by Our Company —Variable Interest Entity Financial Information.” Please also see the consolidated financial statements included in this annual report for more financial information. 15 Table of Contents For fiscal year 2024, we declared a cash dividend in the amount of US$0.2075 per Share or US$1.66 per ADS, consisting of (i) a regular dividend in the amount of US$0.125 per Share or US$1.00 per ADS and (ii) a one-time extraordinary dividend in the amount of US$0.0825 per Share or US$0.66 per ADS as a distribution of proceeds from disposition of certain financial investments, for a total amount of US$4 billion.
For example, in recent years, the PRC government has enhanced regulation in areas such as data privacy and personal data protection, anti-monopoly, anti-unfair competition, content and consumer protection. See “— D.
The PRC government has significant oversight and discretion over the conduct of our business, and may intervene in or influence our operations through adopting and enforcing rules and regulatory requirements. For example, in recent years, the PRC government has enhanced regulation in areas such as data privacy and personal data protection, anti-monopoly, anti-unfair competition, content and consumer protection.
Information on the Company — C. Organizational Structure” for a description of these contractual arrangements and the structure of our company.
See “Business Overview — Organizational Structure” of the 2025 Hong Kong Annual Report (adjusted version) for a description of these contractual arrangements and the structure of our company.
Risk Factors — 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.” Remittance of dividends by a wholly foreign-owned enterprise out of China is also subject to certain restrictions on currency exchange or outbound capital flows.
Also see “Risk Factors — 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” of the 2025 Hong Kong Annual Report (adjusted version).
Securities Act, and other representative subsidiaries, which we collectively refer to as our major subsidiaries, as well the corresponding representative VIEs, which we refer to as the representative VIEs: (1) Primarily involved in the operation of Taobao (2) Primarily involved in the operation of Tmall (3) Primarily involved in the operation of Cloud Intelligence Group (4) The holding company of AIDC Group (5) Primarily involved in the operation of Cainiao Smart Logistics Network Limited (6) Primarily involved in the operation of Local Services Group (7) Primarily involved in the operation of Digital Media and Entertainment Group (8) Primarily involved in investment projects (9) A VIE (10) On March 26, 2024, we announced our plan to offer to minority shareholders of Cainiao Smart Logistics Network Limited (including employees) an opportunity to sell all outstanding shares of Cainiao Smart Logistics Network Limited held by them to us.
Securities Act, and other representative subsidiaries, which we collectively refer to as our major subsidiaries, as well the corresponding representative VIEs, which we refer to as the representative VIEs: (1) Primarily involved in the operation of Taobao (2) Primarily involved in the operation of Tmall (3) Primarily involved in the operation of Cloud Intelligence Group (4) The holding company of AIDC Group (5) Primarily involved in the operation of Cainiao Smart Logistics Network Limited (6) Primarily involved in the operation of Local Services Group (7) Primarily involved in the operation of Hujing Digital Media and Entertainment Group (8) A VIE (9) Formerly known as Alibaba Culture Entertainment Co., Ltd VIE Structure The contractual relationships with the VIEs provide us the power to direct the activities of the VIEs and the obligation to absorb losses or the right to receive benefits from the VIEs, such that we are the primary beneficiary for accounting purposes and therefore consolidate the VIEs.
See “Item 8. Financial Information — E. Taxation — Material United States Federal Income Tax Considerations — Taxation of Dividends.” For tax consequences to U.S. investors, see “Item 8. Financial Information — A.
See “Other Information for Shareholders —Taxation — Material United States Federal Income Tax Considerations — Taxation of Dividends” of the 2025 Hong Kong Annual Report (adjusted version). For tax consequences to U.S. investors, see “Other Information for Shareholders —Taxation — Material United States Federal Income Tax Considerations — Taxation of Dividends” of the 2025 Hong Kong Annual Report (adjusted version).
For the year ended March 31, 2022, the cash transfer from the major VIEs and their subsidiaries to our subsidiaries and consolidated entities amounting to RMB24,404 million, of which RMB11,774 million and RMB12,630 million were included in the major VIEs and their subsidiaries’ net cash used in investing activities and financing activities, respectively. 8 Table of Contents As of 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) Cash and cash equivalents and short-term investments 1,114 332,430 21,276 156,260 — 511,080 70,784 Investments in equity method investees and equity securities and other investments — 242,911 27,018 214,093 — 484,022 67,036 Accounts receivable and contract assets, net of allowance — 14,074 15,608 1,004 — 30,686 4,250 Amounts due from group companies 49,096 299,957 31,746 227,363 (608,162 ) — — Prepayments and other assets 527 198,891 24,104 43,729 — 267,251 37,013 Interest in subsidiaries and VIEs 1,180,705 402,275 — 4,983 (1,587,963 ) — — Property and equipment and intangible assets — 186,545 10,053 15,513 — 212,111 29,378 Goodwill — 257,719 1,960 — — 259,679 35,965 Total assets 1,231,442 1,934,802 131,765 662,945 (2,196,125 ) 1,764,829 244,426 Amounts due to group companies 110,867 242,279 75,643 179,373 (608,162 ) — — Accrued and other liabilities 134,031 327,402 36,467 77,443 — 575,343 79,684 Deferred revenue and customer advances — 58,166 14,867 3,854 — 76,887 10,649 Total liabilities 244,898 627,847 126,977 260,670 (608,162 ) 652,230 90,333 Mezzanine equity — 10,728 — — — 10,728 1,486 Total shareholders’ equity 986,544 1,180,705 4,983 402,275 (1,587,963 ) 986,544 136,635 Noncontrolling interests — 115,522 (195 ) — — 115,327 15,972 Total liabilities, mezzanine equity and equity 1,231,442 1,934,802 131,765 662,945 (2,196,125 ) 1,764,829 244,426 As of 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) Cash and cash equivalents and short-term investments 576 301,264 22,301 195,437 — 519,578 Investments in equity method investees and equity securities and other investments — 375,195 32,556 50,258 — 458,009 Accounts receivable and contract assets, net of allowance — 14,165 17,084 885 — 32,134 Amounts due from group companies 99,536 319,591 19,812 208,070 (647,009 ) — Prepayments and other assets 868 186,896 15,334 49,190 — 252,288 Interest in subsidiaries and VIEs 1,123,451 217,954 — 5,850 (1,347,255 ) — Property and equipment and intangible assets — 193,827 8,910 20,207 — 222,944 Goodwill — 266,133 1,958 — — 268,091 Total assets 1,224,431 1,875,025 117,955 529,897 (1,994,264 ) 1,753,044 Amounts due to group companies 103,507 243,398 66,683 233,421 (647,009 ) — Accrued and other liabilities 131,267 317,945 32,040 74,016 — 555,268 Deferred revenue and customer advances — 57,100 13,249 4,506 — 74,855 Total liabilities 234,774 618,443 111,972 311,943 (647,009 ) 630,123 Mezzanine equity — 9,858 — — — 9,858 Total shareholders’ equity 989,657 1,123,451 5,850 217,954 (1,347,255 ) 989,657 Noncontrolling interests — 123,273 133 — — 123,406 Total liabilities, mezzanine equity and equity 1,224,431 1,875,025 117,955 529,897 (1,994,264 ) 1,753,044 Key Information Related to Doing Business in the People’s Republic of China Risks and Uncertainties Related to Doing Business in the People’s Republic of China We face various legal and operational risks and uncertainties as a company based in and primarily operating in China.
As of March 31, 2025 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) Cash and cash equivalents and short-term investments 618 292,918 5,542 75,235 — 374,313 51,582 Investments in equity method investees and equity securities and other investments — 288,039 26,433 306,295 — 620,767 85,544 Accounts receivable and contract assets, net of allowance — 13,676 16,159 1,337 — 31,172 4,295 Amounts due from group companies 15,170 406,817 48,184 285,523 (755,694 ) — — Prepayments and other assets 245 223,039 28,413 46,518 — 298,215 41,095 Interest in subsidiaries and VIEs 1,365,004 422,662 — 3,423 (1,791,089 ) — — Property and equipment and intangible assets — 182,309 18,357 23,593 — 224,259 30,904 Goodwill — 253,475 2,026 — — 255,501 35,209 Total assets 1,381,037 2,082,935 145,114 741,924 (2,546,783 ) 1,804,227 248,629 Amounts due to group companies 184,879 268,040 85,437 217,338 (755,694 ) — — Accrued and other liabilities 186,300 316,759 39,784 98,407 — 641,250 88,367 Deferred revenue and customer advances — 52,685 16,669 3,517 — 72,871 10,042 Total liabilities 371,179 637,484 141,890 319,262 (755,694 ) 714,121 98,409 Mezzanine equity — 11,713 — — — 11,713 1,613 Total shareholders’ equity 1,009,858 1,365,004 3,423 422,662 (1,791,089 ) 1,009,858 139,162 Noncontrolling interests — 68,734 (199 ) — — 68,535 9,445 Total liabilities, mezzanine equity and equity 1,381,037 2,082,935 145,114 741,924 (2,546,783 ) 1,804,227 248,629 9 Table of Contents As of 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 (in millions) Cash and cash equivalents and short-term investments 1,114 332,430 21,276 156,260 — 511,080 Investments in equity method investees and equity securities and other investments — 242,911 27,018 214,093 — 484,022 Accounts receivable and contract assets, net of allowance — 14,074 15,608 1,004 — 30,686 Amounts due from group companies 49,096 299,957 31,746 227,363 (608,162 ) — Prepayments and other assets 527 198,891 24,104 43,729 — 267,251 Interest in subsidiaries and VIEs 1,180,705 402,275 — 4,983 (1,587,963 ) — Property and equipment and intangible assets — 186,545 10,053 15,513 — 212,111 Goodwill — 257,719 1,960 — — 259,679 Total assets 1,231,442 1,934,802 131,765 662,945 (2,196,125 ) 1,764,829 Amounts due to group companies 110,867 242,279 75,643 179,373 (608,162 ) — Accrued and other liabilities 134,031 327,402 36,467 77,443 — 575,343 Deferred revenue and customer advances — 58,166 14,867 3,854 — 76,887 Total liabilities 244,898 627,847 126,977 260,670 (608,162 ) 652,230 Mezzanine equity — 10,728 — — — 10,728 Total shareholders’ equity 986,544 1,180,705 4,983 402,275 (1,587,963 ) 986,544 Noncontrolling interests — 115,522 (195 ) — — 115,327 Total liabilities, mezzanine equity and equity 1,231,442 1,934,802 131,765 662,945 (2,196,125 ) 1,764,829 10 Table of Contents Key Information Related to Doing Business in the People’s Republic of China Risks and Uncertainties Related to Doing Business in the People’s Republic of China We face various legal and operational risks and uncertainties as a company based in and primarily operating in China.
Risk Factors — Risks Related to Doing Business in the People’s Republic of China — There are uncertainties regarding the 9 Table of Contents interpretation and enforcement of PRC laws, rules and regulations, and changes in policies, laws, rules and regulations in the PRC could adversely affect us.” The PRC government has significant oversight and discretion over the conduct of our business, and may intervene in or influence our operations through adopting and enforcing rules and regulatory requirements.
See “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” of the 2025 Hong Kong Annual Report (adjusted version).
For the year ended March 31, 2022, the cash transfer from our subsidiaries to the parent amounting to RMB95,621 million was included in the parent’s net cash provided by financing activities.
For the year ended March 31, 2025, the cash transfer from our subsidiaries to the parent amounting to RMB175,208 million (US$24,144 million), of which RMB59,933 million (US$8,259 million), RMB38,300 million (US$5,278 million) and RMB76,975 million (US$10,607 million) were included in the parent’s net cash provided by operating activities, net cash used in investing activities, and net cash provided by financing activities, respectively.
Regulations on currency exchange or outbound capital flows may limit our ability to utilize our PRC revenue effectively. Substantially all of our revenue is denominated in Renminbi.
See “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” of the 2025 Hong Kong Annual Report (adjusted version).
Removed
The completion of this transaction is subject to negotiations and satisfaction of closing conditions. (11) In April 2024, Hangzhou AliCloud Feitian Information Technology Co., Ltd., a wholly owned subsidiary of Zhejiang Alibaba Cloud Computing Ltd., became the WFOE corresponding to Alibaba Cloud Computing Ltd.
Added
(formerly known as Alibaba Culture Entertainment Co., Ltd.)).
Removed
VIE Structure The contractual relationships with the VIEs provide us the power to direct the activities of the VIEs and the obligation to absorb losses or the right to receive benefits from the VIEs, such that we are the primary beneficiary for accounting purposes and therefore consolidate the VIEs.
Added
(3) See “— Holding Company Structure and Cash Flows through Our Company” for nature of cash transfers mentioned above.
Removed
Because Li Cheng is no longer a member of the Alibaba Partnership, we are in the process of replacing him. In addition, we are in the process of restructuring the VIEs and changing these individuals as part of our Reorganization.
Added
The Chinese government may further promulgate relevant laws, rules and regulations that may impose additional and significant obligations and liabilities on Chinese companies.
Removed
In the event we are unable to enforce the contractual arrangements, we may not be able to exert effective control over the VIEs, and our ability to conduct our business, as well as our financial condition and results of operations, may be materially and adversely affected. See “— D.
Added
Listing Venues Our ADSs have been listed on the NYSE since September 19, 2014 under the symbol “BABA.” Each ADS represents eight Shares.
Removed
We conduct our business through a large number of subsidiaries and consolidated entities. We are presenting the condensed consolidating information for the major variable interest entities only.
Added
Our Shares have been listed on the Hong Kong Stock Exchange since November 26, 2019 under the stock code “9988.” On August 28, 2024, we completed the voluntary conversion of our secondary listing status to a primary listing status on the Hong Kong Stock Exchange, and became a dual-primary listed company on the Hong Kong Stock Exchange and the New York Stock Exchange.
Removed
Therefore, our subsidiaries directly capture the significant majority of the 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.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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ITEM 4. INFORM ATION ON THE COMPANY A. History and Development of the Company Alibaba Group Holding Limited is an exempted company incorporated with limited liability under the laws of the Cayman Islands on June 28, 1999, and we conduct our business through our subsidiaries and variable interest entities.
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ITEM 4. INFORM ATION ON THE COMPANY A. History and Development of the Company The information set forth in the section titled “Business Overview — General Information of the Company” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference. B.
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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.
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Business Overview Our Mission The information set forth in the section titled “Our Mission” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference. Our Vision The information set forth in the section titled “Our Vision” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
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Securities 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.
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Our Values The information set forth in the section titled “Our Values” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference. Company Overview The information set forth in the section titled “Business Overview — Company Overview” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
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The principal executive offices of our main operations are located at 969 West Wen Yi Road, Yu Hang District, Hangzhou 311121, People’s Republic of China. Our telephone number at this address is +86‑571‑8502‑2088. Our registered office in the Cayman Islands is located at the offices of Trident Trust Company (Cayman) Limited, Fourth Floor, One Capital Place, P.O.
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Our Strategies The information set forth in the section titled “Business Overview — Our Strategies” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference. Our Businesses The information set forth in the section titled “Business Overview — Our Businesses” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
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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.
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Sales and Marketing The information set forth in the section titled “Business Overview — Sales and Marketing” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference. Our Technology The information set forth in the section titled “Business Overview — Our Technology” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
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In addition to organic growth, we have made, or have entered into agreements to make strategic investments, acquisitions and alliances that are intended to further our strategic objectives. See “Item 5. Operating and Financial Review and Prospects — A. Operating Results — Recent Investment, Acquisition and Strategic Alliance Activities” for more information.
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Environmental, Social and Governance (ESG) The information set forth in the section titled “Business Overview — Environmental, Social and Governance (ESG)” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
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We are subject to the periodic reporting and other disclosure requirements under the U.S. Exchange Act that are applicable to foreign private issuers in the United States. Under the U.S. Exchange Act, we are required to file periodic reports, financial statements and other information with the SEC.
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Competition The information set forth in the section titled “Business Overview — Competition” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference. 20 Table of Contents Seasonality The information set forth in the section titled “Business Overview — Seasonality” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
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We are required to, among other things, file our annual report on Form 20-F within four months after the end of each fiscal year. However, we are exempt from certain disclosure requirements under the U.S.
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Regulation The information set forth in the section titled “Business Overview — Regulation” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
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Exchange Act that apply to domestic U.S. companies, and we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic U.S. companies with securities registered under the U.S. Exchange Act. See “Item 3. Key Information — D.
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Permissions and Approvals Required to be Obtained from PRC Authorities for our Business Operations The information set forth in the section titled “Business Overview — Permissions and Approvals Required to be Obtained from PRC Authorities for our Business Operations" of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
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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.
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Permissions and Approvals Required to be Obtained from PRC Authorities for our Securities Offerings The information set forth in the section titled “Business Overview — Permissions and Approvals Required to be Obtained from PRC Authorities for our Securities Offerings" of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference. C.
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Exchange Act, which may afford less protection to holders of our ADSs than they would enjoy if we were a domestic U.S. company.” Copies of our periodic reports, financial statements and other information, once filed with the SEC, can be read and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 and at the SEC’s regional offices in New York, New York and Chicago, Illinois.
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Organizational Structure The information set forth in the section titled “Business Overview — Organizational Structure” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference. D.
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You can also request copies of these documents, upon payment of a duplicating fee, by writing information on the operation of the SEC’s Public Reference Room. The SEC also maintains an Internet website at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
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Property, Plant and Equipment The information set forth in the section titled “Business Overview — Property, Plant and Equipment” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference. ITEM 4A. UNRESOL VED STAFF COMMENTS Not Applicable.
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Our annual report and some of the other information submitted by us to the SEC may be accessed through this website. Such information can also be found on our investor relations website at https://www.alibabagroup.com/en-US/investor-relations .
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Share Repurchase Program In May 2019, our board of directors authorized a share repurchase program for an amount of up to US$6.0 billion over a period of two years, which has since been upsized and extended a number of times by our board of directors.
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Most recently, in February 2024, our board of directors authorized a further increase of US$25.0 billion to our share repurchase program effective through March 2027. See “Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers” for more details. B. Business Overview Our Mission Our mission is to make it easy to do business anywhere.
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Our founders started our company to champion small businesses, in the belief that the Internet would level the playing field by enabling small enterprises to leverage innovation and technology to grow and compete more effectively in domestic and global economies.
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We believe that concentrating on customer needs and solving their problems – whether those customers are consumers, merchants or enterprises – ultimately will lead to the best outcome for our business. In the digital era, we are staying true to our mission by helping our customers and business partners harness the power of digital technology.
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We have developed a large ecosystem powered by technology infrastructure that enables participants to create and share value on our platforms. Our decisions are guided by how they serve our mission over the long term, not by the pursuit of short-term gains. Our Vision We aim to build the future infrastructure of commerce.
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We envision that our customers will meet, work and live at Alibaba, and that we will be a good company that lasts for 102 years. Meet @ Alibaba. We enable commercial and social interactions among hundreds of millions of users, between consumers and merchants, and among businesses every day. Work @ Alibaba.
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We empower our customers with the fundamental infrastructure for commerce and new technology, so that they can build businesses and create value that can be shared among our ecosystem participants. Live @ Alibaba. We strive to expand our products and services to become central to the everyday lives of our customers. 102 Years.
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We do not pursue size or power; we aspire to be a good company that will last for 102 years. For a company that was founded in 1999, lasting for 102 years means we will have spanned three centuries, an achievement that few companies can claim.
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Our culture, business models and systems are built to last, so that we can achieve sustainability in the long run. Our Values Our values are fundamental to the way we operate and how we recruit, evaluate and compensate our people. • Customers first, employees second, shareholders third – This reflects our choice of what’s important, in order of priority.
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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.
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Aliren (阿里人) are straightforward – what you see is what you get. With trust, there is no second-guessing or suspicion, and the result is simplicity and efficiency. • Change is the only constant – Whether you change or not, the world is changing, our customers are changing and the competitive landscape is changing.
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We must face change with respect and humility. Otherwise, we will fail to see it, fail to respect it, fail to understand it and fail to catch up with it. Whether you change yourself or create change, both are the best kinds of change.
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Embracing change is the most unique part of our DNA. • Today’s best performance is tomorrow’s baseline – In Alibaba’s most challenging times, this spirit has helped us overcome difficulties and survive. In bad times, we know how to motivate ourselves; in good times, we dare to set “dream targets” (stretch goals). Face the future, or we regress.
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We must shoot for the moon, challenge ourselves, motivate ourselves and exceed ourselves. • If not now, when? If not me, who? – This was a tagline in Alibaba’s first job advertisement and became our first proverb. It is not a question, but a call of duty.
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This proverb symbolizes the sense of ownership that each Aliren must possess. • Live seriously, work happily – Work is now, life is forever. What you do in your job is up to you, but you have responsibility to the ones who love you. Enjoy work as you enjoy life; treat life seriously as you do work.
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If you live with purpose, you will find reward. You make Alibaba different and make your loved ones proud. Everyone has their own view of work and life; we respect each person’s choice. Whether you live by this value depends on how you live your life.
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Company Overview To fulfill our mission “to make it easy to do business anywhere,” we enable businesses to transform the way they market, sell and operate and improve their efficiencies.
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We provide the technology infrastructure and marketing reach to help merchants, brands, retailers and other businesses to leverage the power of new technology to engage with their users and customers and operate in a more efficient way.
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We also empower enterprises with our leading cloud infrastructure and services and enhanced work collaboration capabilities to facilitate their digital transformation and to support the growth of their businesses.
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In fiscal year 2024, our businesses comprise Taobao and Tmall Group, Cloud Intelligence Group, Alibaba International Digital Commerce Group, Cainiao Smart Logistics Network Limited, Local Services Group, Digital Media and Entertainment Group and All Others. An ecosystem has developed around our platforms and businesses that consists of consumers, merchants, brands, retailers, third-party service providers, strategic alliance partners and other businesses.
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Taobao and Tmall Group China Commerce Retail We are the largest retail commerce business in the world in terms of GMV in the twelve months ended March 31, 2024, according to Analysys.
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Our China commerce retail businesses primarily include Taobao and Tmall, which together constitute the world’s largest digital retail business in terms of GMV for the twelve months ended March 31, 2024, according to Analysys. Our China commerce retail business derives the majority of its revenue from customer management services.
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We generate customer management revenue from merchants by offering an integrated package and a comprehensive solution comprising a diverse array of services to enable them to attract, engage and retain consumers, complete transactions, improve their branding and enhance operating efficiency.
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Customer management revenues are charged primarily on cost-per-click (CPC) basis, cost per-thousand impressions (CPM) basis, time basis and cost-per-sale (CPS) basis.
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Leveraging our product and supply chain capabilities as well as fulfillment and delivery expertise, our consumers can enjoy a broad variety of quality products and services at attractive prices with a wide selection of delivery options that satisfy their varying needs. 73 Table of Contents China Commerce Wholesale 1688.com, China’s largest integrated domestic wholesale marketplace in the twelve months ended March 31, 2024 by net revenue according to Analysys, connects wholesale buyers and sellers across a wide range of categories.
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Cloud Intelligence Group Alibaba Group is the world’s fourth largest and Asia Pacific’s largest Infrastructure-as-a-service provider by revenue in 2023 in U.S. dollars, according to Gartner’s April 2024 report (Source: Gartner®, “Market Share: Services, Worldwide, 2023”, Neha Sethi et al., 12 April 2024, Sorted by Infrastructure-as-a-Service(IaaS), Vendor Revenue Basis) (Asia Pacific refers to Mature Asia/Pacific, China(Region), Emerging Asia/Pacific and Japan(Region), and market share refers to that of Infrastructure-as-a-Service(IaaS)).
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Alibaba Group is also China’s largest provider of public cloud services by revenue in 2023, including PaaS and IaaS services, according to IDC (Source: IDC Semiannual Public Cloud Service Tracker, (2023Q4)).
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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.
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We believe our cloud services’ added value translates into direct and tangible results, and these services have become a critical foundation for our customers, many of whom are reputable industry leaders in their respective verticals. Our proprietary large language model (LLM), Tongyi Qianwen, has been progressively integrated into various business applications across Alibaba’s ecosystem to further enhance user experience.
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To enable enterprise customers to reap the benefits of AI-driven innovation, Cloud Intelligence Group has started offering its clients access to Tongyi Qianwen on the cloud, enabling them to develop customized LLM for their business scenarios.
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Alibaba International Digital Commerce Group Alibaba International Digital Commerce Group operates various retail and wholesale platforms to empower brands, merchants and SMEs to serve global buyers and consumers through wide product selection and differentiated customer experiences.
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International Commerce Retail Our International commerce retail businesses, including AliExpress, Trendyol, Lazada, Daraz and Miravia, empower brands and merchants with local market insights and critical commerce infrastructure. AliExpress, one of our international e-commerce platforms, enables global consumers to buy directly from manufacturers and distributors in China and around the world.
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AliExpress’ new business model, Choice , provides an enhanced experience to consumers by combining better product selection, price and quality with speed of logistics and great customer support.
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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.
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Consumers also enjoy the quality and convenient delivery services provided by Trendyol’s fulfillment and logistics networks. Beyond Türkiye, Trendyol has expanded to other valuable emerging markets, including the Gulf region, by leveraging its abundant product supply and fast and reliable logistics capability.
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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.
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Additionally, Lazada operates one of the leading e-commerce logistics networks in Southeast Asia, which provides reliable, quality and convenient logistics services to its consumers and merchants. We also operate Daraz, a leading e-commerce platform across South Asia with key markets in Pakistan and Bangladesh.
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Additionally, we operate Miravia, an e-commerce platform in Spain that connects brands and content creators with consumers by providing consumers with an innovative and entertaining shopping experience. International Commerce Wholesale We operate Alibaba.com, China’s largest integrated international online wholesale marketplace in the twelve months ended March 31, 2024 by revenue, according to Analysys.
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During fiscal year 2024, buyers who sourced business opportunities or completed transactions on Alibaba.com were located across over 190 countries. Cainiao Smart Logistics Network Limited 74 Table of Contents Our vision for our logistics services is to fulfill consumer orders within 24 hours in China and within 72 hours anywhere else in the world.
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To realize this vision, Cainiao has established a smart logistics network, with end-to-end logistics capabilities, on a global scale. Cainiao controls the key nodes of the logistics network to ensure service quality, efficiency and reliability, while leveraging trusted partners' capabilities to drive scalability and capital efficiency.
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Globally, Cainiao offers a comprehensive suite of cross-border express delivery solutions designed to meet customers' different needs and provides one-stop global supply chain solutions to empower brands and merchants to offer a close-to-local retail experience for consumers.
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In China, Cainiao offers end-to-end standardized supply chain solutions that can be applied on a massive scale across various industries, as well as certain vertical solutions to address the unique requirements of products that need special handling. Cainiao also offers a wide array of technology and other services to remove logistics hurdles and address unfulfilled customer needs.
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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.
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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.
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Digital Media and Entertainment Group Digital Media and Entertainment Group is an extension of our strategy to capture consumption opportunities beyond our commerce businesses.
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Insights we gain from our commerce businesses and our proprietary data technology enable us to deliver relevant digital media and entertainment content to our consumers, which drives a superior entertainment experience, increases customer loyalty and improves monetization for content providers across the ecosystem.
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Digital Media and Entertainment Group comprises the platforms of Youku and Alibaba Pictures, including its wholly-owned subsidiary Damai. Youku, a leading online long-form video platform in China, provides users with captivating online media and interactive experience through its high-quality content, and also promotes the transformation of the media industry by applying AI technologies.
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Alibaba Pictures, including its wholly-owned subsidiary Damai, provides content production, promotion and distribution, performance and event ticketing management, intellectual property-related licensing and commercial operation, cinema ticketing management and Internet data services for the entertainment industry.
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Through Youku and Alibaba Pictures, Digital Media and Entertainment Group extends its reach across online and offline entertainment channels, allowing users to discover and enjoy content as well as interact with each other.
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All Others We continue to innovate and develop new service and product offerings with the goals of meeting the evolving needs of our customers, improving efficiency in their daily lives and creating synergies among our ecosystem participants. DingTalk is our intelligent collaboration workplace and enterprise management platform that offers new ways of working, sharing and collaboration for enterprises and organizations.
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Quark is a leading information services platform for young users in China and provides users with a one-stop platform for information search, storage and consumption. Our Ecosystem An ecosystem has developed around our platforms and businesses, consisting of consumers, merchants, brands, retailers, third-party service providers, strategic alliance partners and other businesses.
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At the nexus of this ecosystem are our technology platform, our marketplace rules and the role we play in connecting these participants to make it possible for them to discover, engage and transact with each other and manage their businesses anytime and anywhere.
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Much of our effort, time and energy is spent on initiatives that are for the greater good of the ecosystem and on balancing the interests of its participants. We feel a strong responsibility for the continued development of the ecosystem and we take ownership in this development.
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Accordingly, we refer to this as “our ecosystem.” Our ecosystem has strong self-reinforcing network effects benefiting its various participants, who are in turn invested in our ecosystem’s growth and success. 75 Table of Contents The following chart sets forth our main businesses for fiscal year 2024 by segment: 76 Table of Contents Our Strategies In an increasingly complex world, digital adoption and transformation of our customers are accelerating across different industries.
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On the consumer retail side, online shopping is no longer deemed merely as a purchase behavior by the consumers but also has been adopted as a necessary sales channel by brick-and-mortar retailers. For enterprises and organizations, digital transformation is accelerating as technology changes the way people live and work.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeOperating 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.
Biggest changeOperating Results — Comparison of Fiscal Years 2023 and 2024” of our annual report on Form 20-F for the fiscal year ended March 31, 2024, filed with the SEC on May 23, 2024. 21 Table of Contents B.
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.
Comparison of Fiscal Years 2023 and 2024 For a discussion of our results of operations for the fiscal year ended March 31, 2023 compared with the fiscal year ended March 31, 2024, see “Item 5. Operating and Financial Review and Prospects — A.
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ITEM 5. OPERATING AND FINAN CIAL REVIEW AND PROSPECTS A. Operating Results The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the related notes included in this annual report and in particular, “Item 4. Information on the Company — B.
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ITEM 5. OPERATING AND FINAN CIAL REVIEW AND PROSPECTS A.
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Business Overview.” This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Item 3. Key Information — D. Risk Factors” and elsewhere in this annual report.
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Operating Results The information set forth in the sections titled “Management Discussion and Analysis — Operating Results — Overview”, “— Our Segments”, “— Our Monetization Model”, “— Factors Affecting Our Results of Operations”, “— Recent Investments, Acquisitions, Dispositions and Strategic Alliance Activities”, “— Components of Results of Operations”, “— Taxation”, “— Share-based Compensation”, “— Results of Operations”, “— Segment Information for Fiscal Years 2023, 2024 and 2025”, “— Non-GAAP Measures”, “— Comparison of Fiscal Years 2024 and 2025” and “Management Discussion and Analysis — Recent Accounting Pronouncements” of the 2025 Hong Kong Annual Report (adjusted version) are incorporated herein by reference.
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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.
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Liquidity and Capital Resources The information set forth in the section titled “Management Discussion and Analysis — Liquidity and Capital Resources” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference. C. Research and Development, Patents and Licenses, etc.
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Overview Our total revenue increased by 2% from RMB853,062 million in fiscal year 2022 to RMB868,687 million in fiscal year 2023, and further increased by 8% to RMB941,168 million (US$130,350 million) in fiscal year 2024.
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The information set forth in the section titled “Management Discussion and Analysis — Research and Development, Patents and Licenses, etc.” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference. D.
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Our net income increased by 39% from RMB47,079 million in fiscal year 2022 to RMB65,573 million in fiscal year 2023, and increased by 9% to RMB71,332 million (US$9,879 million) in fiscal year 2024.
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Trend Information The information set forth in the section titled “Management Discussion and Analysis — Trend Information” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference. E.
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Our non-GAAP net income, which excludes the effect of share-based compensation expense, amortization and impairment of intangible assets, gain or loss on deemed disposals/disposals/revaluation of investments, impairment of goodwill and investments and others, and adjustments for the tax effects, increased by 4% from RMB136,388 million in fiscal year 2022 to RMB141,379 million in fiscal year 2023.
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Critical Accounting Estimates The information set forth in the section titled “Management Discussion and Analysis — Critical Accounting Policies and Estimates” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference. 22 Table of Contents ITE M 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A.
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Non-GAAP net income increased by 11% to RMB157,479 million (US$21,811 million) in fiscal year 2024.
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Directors and Senior Management The information set forth in the section titled “Directors, Senior Management and Employees — Directors and Senior Management” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference. B.
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For 119 Table of Contents further information on non-GAAP financial measures we use in evaluating our operating results and for financial and operational decision-making purposes, see “— Non-GAAP Measures.” Our Segments We organize and report our business in the following segments: • Taobao and Tmall Group; • Cloud Intelligence Group; • Alibaba International Digital Commerce Group; • Cainiao Smart Logistics Network Limited; • Local Services Group; • Digital Media and Entertainment Group; and • All others.
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Compensation The information set forth in the section titled “Directors, Senior Management and Employees — Compensation” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference. C.
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This presentation reflects how we manage our business to maximize efficiency in allocating resources. This presentation also provides further transparency to our various businesses that are executing different phases of growth and operating leverage trajectories. In general, revenue, cost of revenue and operating expenses are directly attributable, or are allocated, to each segment.
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Board Practices The information set forth in the section titled “Directors, Senior Management and Employees — Board Practices” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference. D.
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We allocate costs and expenses that are not directly attributable to individual segments, such as those that support infrastructure across different operating segments, to different operating segments mainly on the basis of usage, revenue or headcount, depending on the nature of the relevant costs and expenses.
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Employees The information set forth in the section titled “Directors, Senior Management and Employees — Employees” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference. E.
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In discussing the operating results of these segments, we present each segment’s revenue and adjusted earnings before interest, taxes and amortization, or adjusted EBITA.
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Share Ownership The information set forth in the section titled “Directors, Senior Management and Employees — Share Ownership” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference. F. Disclosure of a registrant’s action to recover erroneously awarded compensation Not applicable.
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Our reported segments are described below: • Taobao and Tmall Group, which includes Taobao, Tmall, Xianyu, 1688.com and other businesses. • Cloud Intelligence Group , which includes Alibaba Cloud and other businesses. • Alibaba International Digital Commerce Group , which includes AliExpress, Trendyol, Lazada, Alibaba.com and other businesses. • Cainiao Smart Logistics Network Limited, which mainly includes our domestic and international one-stop-shop logistics services and supply chain management solutions. • Local Services Group, which mainly includes “To-Home” business of Ele.me and the “To-Destination” business of Amap. • Digital Media and Entertainment Group, which includes Youku and Alibaba Pictures. • All others, which includes Sun Art, Freshippo, Alibaba Health, Lingxi Games, Intime, Intelligent Information Platform (which mainly consists of UCWeb and Quark businesses), Fliggy, DingTalk (previously reported under Cloud Intelligence Group segment) and other businesses.
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Accordingly, our segment reporting has been updated to reflect how our chief operating decision maker (“CODM”) reviews information under this new structure. Our Monetization Model Our marketplaces and businesses are highly synergistic, which create an ecosystem that enables consumers, merchants, brands, retailers, other businesses, third party service providers and strategic partners to interconnect and interact with each other.
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We leverage our leading technologies to provide various value propositions to participants in our ecosystem and realize monetization by offering different services and creating value under each of our business segments.
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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.
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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.
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Customer management We derive a majority of our China commerce retail revenue from customer management services. We generate customer management revenue from merchants by offering an integrated package and a comprehensive solution comprising a diverse array of services to enable them to attract, engage and retain consumers, complete transactions, improve their branding and enhance operating efficiency.
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The customer management revenue are charged primarily on cost-per-click (CPC) basis, cost-per-thousand impressions (CPM) basis, time basis and cost-per-sale (CPS) basis (e.g., fees charged based on the GMV transacted, including commission on transactions). • Cost-per-click (CPC), Cost-per-thousand impressions (CPM) and time-based marketing services , where merchants primarily bid for keywords or bid to market to groups of consumers with similar profiles that match product or service listings appearing in search results or browser results through our online auction system on a CPC basis or CPM basis.
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We provide these services directly on our marketplaces or through collaboration with third-party marketing affiliates program. • Cost-per-sale (CPS) marketing services , where we charged fees from merchants when transactions are completed on Taobao, Tmall and certain other retail marketplaces of the Company.
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The fees are generally determined as a percentage based on the value of merchandise sold by the merchants and typically range from 0.3% to 5.0% for Tmall depending on the product category.
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Direct sales and others Direct sales and others revenue from our China commerce retail businesses is primarily generated by our direct sales businesses, comprising mainly Tmall Supermarket and Tmall Global’s direct sales businesses, and primarily consists of revenue from product sales.
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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.
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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. Revenue from customer management services is primarily derived from P4P marketing services.
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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.
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Enterprise customers can pay for these services on a consumption or subscription basis, such as on-demand delivery of computing services and storage capacities. • Non-public cloud services , where we generate revenue through packaged cloud services, including hardware, software license, software installation service, application development and maintenance service. 121 Table of Contents Alibaba International Digital Commerce Group International Commerce Retail Business We generate revenue from our International commerce retail businesses primarily through customer management services, direct sales and logistics services.
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Our revenue from customer management services is mainly contributed by AliExpress, Lazada and Trendyol. We generate direct sales revenue primarily from AliExpress, Trendyol and Lazada. We generate logistics services revenue primarily from Lazada and Trendyol. International Commerce Wholesale Business We generate revenue from our International wholesale commerce businesses primarily through membership fees, value-added services and customer management services.
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Revenue from membership fees are primarily fixed annual fees from the sale of memberships for paying members to reach customers, provide quotations and transact. Revenue from value-added services primarily consists of fees for services such as trade assurance services, the prices of which are determined based on the types, usage and duration of the value-added services.
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Revenue from customer management services is primarily derived from P4P marketing services. Cainiao Smart Logistics Network Limited We generate revenue from Cainiao business primarily through express delivery and supply chain services.
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Cainiao charges merchants delivery fees on a per-parcel basis for express delivery services, and charges merchants service fees based on the service selected, such as storage, processing, delivery and various value-added services. In addition, Cainiao generates revenue by providing technology and other value-added services.
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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.
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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.
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Digital Media and Entertainment Group Revenue from Digital Media and Entertainment Group primarily comprises membership subscription fees, content investment income, customer management revenue and ticketing services revenue. Membership subscription fees are mainly generated from paying subscribers. Content investment income is mainly generated from box office income of movie investment projects.
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Customer management revenue is mainly generated from businesses and advertising agencies and the monetization model is substantially similar to the customer management revenue for our China commerce retail business. Ticketing services revenue is mainly generated from ticketing online sales commissions.
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All Others All others include Sun Art, Freshippo, Alibaba Health, Lingxi Games, Intime, Intelligent Information Platform (which mainly consists of UCWeb and Quark businesses), Fliggy, DingTalk (previously reported under Cloud Intelligence Group segment) and other businesses. The majority of revenue within All others consists of direct sales revenue, which is recorded on a gross basis.
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Factors Affecting Our Results of Operations Our Ability to Create Value for Our Users and Generate Revenue . Our ability to create value for our users and generate revenue is driven by the factors described below: • Number and engagement of consumers .
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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 122 Table of Contents our Taobao app and entertainment content on Youku.
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Consumers enjoy an engaging social experience by interacting with each other and with merchants, brands and KOLs on our platforms. We leverage our consumer insights to further optimize the relevance of this rich content we provide to our users.
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The engagement of consumers in our ecosystem is affected by our ability to continue to enhance and expand our product and service offerings and improve user experience. • Broader value offered to merchants, brands, retailers and other businesses .
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Merchants, brands, retailers and other businesses use our products and services to help them reach, acquire and retain customers, build brand awareness and engagement, complete transactions, and enhance their operating efficiency.
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We offer merchants and retailers a complete suite of services and tools, powered by our consumer insights, to help them effectively engage consumers, efficiently manage their operations and provide a seamless online and offline consumer experience. With our proprietary data and technologies, we also facilitate the digital transformation of traditional merchants and retailers.
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In addition, we empower businesses of different sizes across various industries through our comprehensive enterprise cloud service offerings. • Empowering data and technology .
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Our ability to engage consumers and empower merchants, brands, retailers and other businesses is affected by the breadth and depth of our consumer insights, such as the accuracy of our shopping recommendations and of our targeted marketing, and our technology capabilities and infrastructure, such as cloud computing, and our continued ability to develop scalable products and services that adapt to the quickly evolving industry trends and consumer preferences.
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Operating Leverage of Our Business Model . Our primary business model has significant operating leverage and our ecosystem enables us to realize structural cost savings. For example, Taobao drives significant traffic to Tmall as Tmall product listings also appear on Taobao search result pages.
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Furthermore, the large number of consumers on our marketplaces attracts a large number of merchants, who become customers for our customer management and storefront services. In addition, the vast consumer base of our ecosystem presents cross-selling opportunities across our various platforms.
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For example, we can offer consumer services, such as Ele.me, and promote our digital media and entertainment services, including Youku, to consumers on our marketplaces. These network effects allow for lower traffic acquisition costs and provide synergies across our businesses. Our Investment in User Base, Technology, People, Infrastructure, and Innovative Business Model .
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We have made, and will continue to make, significant investments in our platforms and ecosystem to attract consumers and merchants, enhance user experience and expand the capabilities and scope of our platforms.
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We expect our investments will include expanding our China and international offerings, implementing our local consumer service businesses, strengthening our logistics and fulfillment capabilities, enhancing our Cloud business, investing in content and user acquisition to further develop our digital media and entertainment business, cultivating innovation initiatives and new technologies as well as executing our globalization strategy.
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Our operating leverage and profitability enable us to continue to invest in our people, particularly engineers, scientists and product management personnel, as well as in our technology capabilities and infrastructure. Our investment in the above-mentioned new and existing businesses has and will continue to lower our margins but we believe the investment will deliver overall long-term growth.
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Strategic Investments and Acquisitions . We have made, and intend to make, strategic investments and acquisitions. Our investment and acquisition strategy is focused on strengthening our ecosystem, creating strategic synergies across our businesses, and enhancing our overall value.
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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. We have incurred impairment charges in the past and may incur impairment charges in the future.
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Recent Investment, Acquisition and Strategic Alliance Activities In addition to organic growth, we have made, or have entered into agreements to make, strategic investments, acquisitions and alliances that are intended to further our strategic objectives. The financial results for these strategic transactions that were completed are reflected in our operating results beginning with the period of their respective completion.
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Investments in which we did not obtain control are generally accounted for under the equity method if we have significant influence over the investee through investment in common stock or in-substance common stock.
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Otherwise, investments are generally carried at fair value with unrealized gains and losses recorded in the consolidated income statements or accounted for using the measurement alternative based on our accounting policies over different categories of investments.
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For the details of our accounting policies for each category of our investments, see notes 2(d), 2(t) and 2(u) to our audited consolidated financial statements included in this annual report. We have developed focused investment strategies, targeting to invest, acquire or form alliances that will either complement our existing businesses or drive innovation initiatives.
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In some cases, we may take a staged approach to our investment and acquisition strategy, by beginning with an initial minority investment followed by business cooperation.
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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.
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Our debt financing primarily consists of unsecured senior notes and bank borrowings, including an aggregate of 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$0.7 billion was repaid in June 2023, an aggregate of US$5.0 billion unsecured senior notes issued in February 2021, a five-year term loan facility of US$4.0 billion drawn down in fiscal year 2017, the maturity of which has been extended to May 2024 in May 2019 and has been further extended to May 2028 in July 2023, as well as a US$6.5 billion revolving credit facility which we have not yet drawn.
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Going forward, we expect to fund additional investments through cash generated from our operations and through debt and equity financing when opportunities arise in the future.
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Although we expect our margins to be negatively affected by acquisitions of target companies with lower or negative margins, we do not expect our investment activities to have any significant negative impact on our liquidity or operations.
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We believe acquired businesses operating at a loss do not detract from our total value because they bring clear strategic value to us in the long run. However, there can be no assurance that our future financial results would not be materially and adversely affected if our strategic investments and acquisitions are not successful. See “Item 3.
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Key Information — D. Risk Factors — Risks Related to Our Business and Industry — Sustained investment in our businesses and our focus on long-term performance and maintaining the health of our ecosystem may negatively affect our margins and our net income” and “Item 3. Key Information — D.
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Risk Factors — Risks Related to Our Business and Industry — We face risks relating to our acquisitions, investments and alliances.” Our significant strategic investments and acquisitions (including those that are under definitive agreement but have not closed, and excluding equity transactions in subsidiaries) in fiscal year 2024 and the period through the date of this annual report are set forth below.
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Moonshot AI Ltd or Moonshot, is an artificial intelligence company in the PRC. During the fiscal year 2024, we invested a total of approximately US$0.8 billion for an approximately 36% equity interest, representing a preferred stock investment in Moonshot.
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Intangible Assets and Goodwill When we make an acquisition, consideration that exceeds the acquisition date amounts of the acquired assets and liabilities is allocated to intangible assets and goodwill. We have and will continue to incur amortization expenses as we amortize intangible assets over their estimated useful life on a straight-line basis. We do not amortize goodwill.
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We test intangible assets and goodwill periodically or whenever necessary for impairment, and any impairment may materially and adversely affect our financial condition and results of operations. Some of our acquisitions and investments may not be successful, and we may incur impairment charges in the future.
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We recognized an impairment of intangible assets of RMB2,811 million in fiscal year 2023 and RMB12,089 million (US$1,674 million) in fiscal year 2024 , mainly relating to one of our import e-commerce platform in China and Sun Art within All others segment, respectively.
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We recognized an impairment of goodwill of RMB2,714 million and RMB10,521 million (US$1,457 million) in fiscal years 2023 and 2024 respectively, mainly in relation to Digital Media and Entertainment Group. For additional information, see “— Critical Accounting Policies and Estimates — Impairment Assessment on Goodwill and Intangible Assets” and “Item 3. Key Information — D.

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Item 7. Management's Discussion & Analysis

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

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ITEM 7. MAJ OR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A.
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ITEM 7. MAJ OR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS The information set forth in the section titled “Major Shareholders and Related Party Transactions” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference. A.
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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.
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Major Shareholders The information set forth in the section titled “Major Shareholders and Related Party Transactions — Major Shareholders” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference. B.
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In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included Shares underlying the ADSs and Shares in CCASS held by the person.
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Related Party Transactions The information set forth in the section titled “Major Shareholders and Related Party Transactions — Related Party Transactions” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference. C. Interests of Experts and Counsel Not applicable.
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We have also included Shares that the person has the right to acquire within 60 days of this annual report, including through the vesting of RSUs and options. These Shares, however, are not included in the computation of the percentage ownership of any other person.
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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.
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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.
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(1) Does not include 15,660,000 ordinary shares held by a vehicle managed by Blue Pool Capital Limited, Joe Tsai’s family office.
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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.
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Box N-492, Nassau, The Bahamas, and over which, Joe Tsai, as a director of Parufam Limited, has been delegated sole voting and disposition power and (iv) 113,539,168 ordinary shares held by PMH Holding Limited, a British Virgin Islands corporation with its registered address at Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands, and over which, Joe Tsai, as sole director of PMH Holding Limited, has voting and dispositive power.
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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.
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(2) Represents ordinary shares owned indirectly by SoftBank Group Corp., with its registered office at 1-7-1, Kaigan, Minato-Ku, Tokyo, 105-7537, Japan. These ordinary shares are beneficially owned via direct or indirect subsidiaries of SoftBank Group Corp.
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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.
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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.
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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.
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We are not aware of any arrangement that may at a subsequent date, result in a change of control of our company. B.
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Related Party Transactions Our Related Party Transaction Policy In order to prevent risks of conflicts of interest or the appearance of conflicts of interest, all of our directors and employees are subject to our code of business conduct and other policies which require, among other things, that any potential transaction between us and an employee or director, their relatives and closely connected persons and certain entities in which they, their relatives or closely connected persons have an interest be approved in writing by an appropriate supervisor or compliance officer.
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We have also adopted a related party transaction policy to which all of our directors, senior management and other key management personnel, all close family members (as defined in the policy) of the foregoing individuals, Ant Group and its subsidiaries as well as the Alibaba Partnership and certain other related entities are subject.
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Related party transactions defined under this policy, as required by Form 20‑F, include transactions with our directors, senior management and major shareholders and their affiliates, as well as transactions with parties that do not pose risks of conflicts of interest, such as transactions with our investee companies that are not otherwise affiliated with any of the foregoing individuals.
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This policy is intended to supplement the procedures set forth in our code of business conduct and our other corporate governance policies and does not exempt any person from more restrictive provisions that may exist in our existing procedures and policies.
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This related party transaction policy provides, among other things, that, unless otherwise pre‑approved by our board of directors: • each related party transaction, and any material amendment or modification to a related party transaction, shall be adequately disclosed to, and reviewed and approved or ratified by, our audit committee or any committee composed solely of disinterested independent directors or by the disinterested members of such committee; and • any employment relationship or similar transaction involving our directors or senior management and any related compensation shall be approved by the disinterested members of our compensation committee or recommended by the disinterested members of the compensation committee to our board for its approval.
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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.
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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.
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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.
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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.
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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.
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Investment funds affiliated with Jack Ma • Various investments involving the Yunfeng Funds, investment funds affiliated with Jack Ma. Jack Ma • Jack Ma, formerly one of our directors made certain commitments to us relating to his interest in Ant Group, the Yunfeng Funds and other entities.
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Investees • We extended loans to and provided a guarantee for certain of our investees. • We have made co‑investments with certain of our investees. Variable interest entities and variable interest entity equity holders • We operate certain of our businesses in China through contractual arrangements between our relevant subsidiaries, the variable interest entities and variable interest entity equity holders.
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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.
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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.
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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.
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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.
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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.
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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$102 million), respectively, for these marketing services. In fiscal year 2024, these costs and expenses accounted for 0.1% of our costs and expenses.
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Other than the foregoing, the aggregate service fees we paid to other related parties accounted for less than 1% of total costs and expenses in each of fiscal years 2022, 2023 and 2024. The following table summarizes the services fees received from Ant Group and its affiliates in fiscal years 2022, 2023 and 2024.
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Year ended March 31, Related Party Transaction 2022 2023 2024 RMB RMB RMB US$ (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.
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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.
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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.
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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.
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Agreements and Transactions Related to Ant Group and Its Subsidiaries Ownership of Ant Group and Alipay We originally established Alipay in December 2004 to operate our payment services business. In June 2010, the PBOC issued new regulations that required non-bank payment companies to obtain a license in order to operate in China.
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These regulations provided specific guidelines for license applications only for domestic PRC-owned entities.
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These regulations stipulated that, in order for any foreign-invested payment company to obtain a license, the scope of business, the qualifications of any foreign investor and any level of foreign ownership would be subject to future regulations to be issued, which in addition would require approval by the State Council of the PRC.
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Furthermore, these regulations required that any payment company that failed to obtain a license must cease operations by September 1, 2011. Although Alipay was prepared to submit its license application in early 2011, at that time the PBOC had not issued any guidelines applicable to license applications for foreign-invested payment companies.
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In light of the uncertainties relating to the license qualification and application process for a foreign-invested payment company, our management determined that it was necessary to restructure Alipay as a company wholly-owned by PRC citizens in order to avail Alipay of the specific licensing guidelines applicable only to domestic PRC-owned entities.
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Accordingly, we divested all of our interest in and control over Alipay in 2011, which resulted in deconsolidation of Alipay from our financial statements. This action enabled Alipay to obtain a payment business license in May 2011 without delay and without any detrimental impact to our China retail marketplaces or to Alipay.
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Following the divestment of our interest in and control over Alipay, effective in the first calendar quarter of 2011, the ownership structure of Alipay’s parent entity, Ant Group, was changed so that Jack Ma held a substantial majority of the equity ownership interest in Ant Group. The ownership structure of Ant Group subsequently was further restructured.
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Ant Group also completed several rounds of equity financing. In September 2019, we received a newly issued 33% equity interest (on a fully diluted basis) in Ant Group following the satisfaction of the closing conditions set forth in the SAPA, as amended in 2018 and 2019.
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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.
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In August 2020, Jack Ma transferred 66% of the equity interest in such general partner entity but retained control over the equity interests in Ant Group held by Junhan and Junao.
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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.
Removed
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.
Removed
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.
Removed
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.
Removed
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
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.
Removed
We understand that it is the intention of the shareholders of Ant Group that: • Jack Ma’s direct and indirect economic interest in Ant Group (for the avoidance of doubt, other than the equity stake in Ant Group held by our company) will be reduced over time to a percentage that does not exceed his and his affiliates’ interest in our company as of the time immediately prior to the completion of our initial public offering (the percentage of our ordinary shares Jack Ma and his affiliates beneficially owned immediately prior to the completion of our initial public offering was 8.8%) and that this reduction will be caused in a manner by which neither Jack Ma nor any of his affiliates would receive any economic benefit thereby.
Removed
See “— Commitments of Jack Ma to Alibaba Group” below.
Removed
We have been informed by Ant Group that the proposed reduction of Jack Ma’s economic interest is expected to be accomplished through a combination of future share-based awards to employees and dilutive issuances of equity in Ant Group, among others; • from time to time, additional economic interests in Ant Group in the form of interests similar to share appreciation rights issued by Junhan will be transferred to employees of Ant Group and our employees; and • Ant Group may raise equity capital from investors in the future in order to finance its business expansion, with the effect that the shareholding of Junao and Junhan in Ant Group will be reduced through dilution (the amount of dilution would depend on future valuations and the amount of equity capital to be raised).
Removed
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.
Removed
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!
Removed
Inc.), Alipay, Ant Group, Jack Ma and Joe Tsai and certain of their affiliates.
Removed
At the same time, we also entered into various implementation agreements that included a commercial agreement, or the Alipay commercial agreement, an intellectual property license and software technology service agreement, or the 2011 IPLA, and a shared services agreement, which together governed our financial and commercial relationships with Ant Group and Alipay.
Removed
Restructuring of Our Relationship with Ant Group and Alipay, 2019 Equity Issuance, and Related Amendments On August 12, 2014, we entered into a share and asset purchase agreement, which we refer to as the SAPA, and entered into or amended certain ancillary agreements including an amendment and restatement of the 2011 IPLA, or the 2014 IPLA.
Removed
Pursuant to these agreements, we restructured our relationships with Ant Group and Alipay and terminated the 2011 framework agreement. On February 1, 2018, we amended both the SAPA and the Alipay commercial agreement, and agreed with Ant Group and certain other parties on forms of certain ancillary agreements. On September 23, 2019, we further amended the SAPA.
Removed
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 170 Table of Contents Amendments.
Removed
The 2020 Amendments were made primarily to facilitate Ant Group’s planned IPO on the Science and Technology Innovation Board of the Shanghai Stock Exchange and on the Main Board of the Hong Kong Stock Exchange.
Removed
On July 25, 2022, we and Ant Group further amended the SAPA and the Alipay commercial agreement (such further amendments, the “2022 Amendments”), with certain amendments that took effect on August 13, 2022.
Removed
The 2022 Amendments were made primarily to improve our ability to maximize our competitive advantage, enhance the economic benefit from 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.
Removed
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.
Removed
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
In addition, pursuant to software system use and service agreements relating to the know-how and related intellectual property that we agreed to sell together with the SME loan business and related services, we received annual fees for a term of seven years, commencing in 2015 and ending in 2021.
Removed
These fees, which were recognized as other revenue, were determined as follows: for calendar years 2015 to 2017, the entities operating the SME loan business paid an annual fee equal to 2.5% of the average daily balance of the SME loans provided by these entities, and in calendar years 2018 to 2021, these entities paid an annual fee equal to the amount of the fees paid in calendar year 2017.
Removed
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.
Removed
These loans have been repaid. We do not intend to conduct any new SME loan business going forward.
Removed
Issuance of Equity Interest In September 2019, following the satisfaction of the closing conditions, we received through an onshore PRC subsidiary the issuance of a 33% equity interest (on a fully diluted basis) in Ant Group pursuant to the SAPA, as amended in 2018 and 2019, or the Issuance.
Removed
We believe that the acquisition of the 33% equity interest (on a fully diluted basis) in Ant Group has strengthened our strategic relationship pursuant to the series of agreements initially reached with Ant Group in 2014.
Removed
Pursuant to the SAPA, as amended in 2018 and 2019, the consideration we paid to receive the newly issued 33% equity interest (on a fully diluted basis) in Ant Group was fully funded by payments from Ant Group and its subsidiaries to us in consideration for certain intellectual property and assets that we transferred under the SAPA, as amended in 2018 and 2019.
Removed
In connection with the receipt of the Issuance, we entered into a cross license agreement with Ant Group providing for a license by each of Ant Group and us to each other of certain patents, trademarks, software and other technologies (including but not limited to patents and software transferred at the Issuance closing).

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