[_____________________ FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS __________ Alibaba Group Holding Limited (Exact name of issuer of deposited securities as specified in its charter) __________ N/A __________ Cayman Islands ) (Jurisdiction of incorporation or organization of issuer _____________________ CITIBANK, N.A. ) (Exact name of depositary as specified] [DEPOSIT AGREEMENT by and among ALIBABA GROUP HOLDING LIMITED AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER [DATE] Dated as of TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 “ADS Record Date” 1 Section 1.2 “Affiliate” 2 Section 1.3 “American Depositary Receipt(s)”, “ADR(s)” and “Receipt(s)” 2 Section 1.4 “American Depositary] [August 27 Citibank, N.A. – ADR Department 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Registration Statement SEC Securities Act 2,000,000,000 ADSs Company Deposit Agreement ADR(s) one (1) Shares We refer to the Registration Statement on Form F-6 (the “ IRS Assuming that, at the time of their issuance, the Registration Statement will have been declared effective]