[Subject to Completion, Dated , 2014 American Depositary Shares Representing Ordinary Shares Alibaba Group Holding Limited This is the initial public offering of Alibaba Group Holding Limited, or Alibaba Group. We are offering American Depositary Shares, or ADSs, and the selling shareholders named in this prospectus are offering ADSs. Each ADS represents ordinary shares, par value US$0.000025 per share. We] [THE COMPANIES LAW (2011 REVISION) OMPANY IMITED BY HARES C MEMORANDUM & ARTICLES OF ASSOCIATION OF ALIBABA GROUP HOLDING LIMITED (Amended and Restated by Special Resolution adopted on September 15, 2012 with effect from September 18, 2012) ALIBABA GROUP HOLDING LIMITED (Incorporated in the Cayman Islands) SPECIAL RESOLUTION Passed on the 18th day of May, 2013 Company At the extraordinary] [EXECUTION VERSION NEW SHAREHOLDERS AGREEMENT by and among Alibaba Group Holding Limited, Yahoo! Inc., SOFTBANK CORP., the Management Members (as defined herein) and certain other shareholders of Alibaba Group Holding Limited Dated as of September 18, 2012 TABLE OF CONTENTS 1. Definitions 1 2. Corporate Governance 16 2.1 General 16 2.2 Shareholder Actions 16 2.3 Board Composition 17 2.4 18] [EXECUTION VERSION AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED SEPTEMBER 18, 2012 AMONG ALIBABA GROUP HOLDING LIMITED AND THE PERSONS WHOSE NAMES ARE SET OUT IN SCHEDULE 1 Table of Contents Page 1. Definitions 1 2. Amendment of Previous Registration Rights Agreement 8 3. U.S. Qualified IPO Request; Other Demand Registration 8 4. Piggyback Rights 11 5. Registration Form S-3] [EXECUTION VERSION VOTING AGREEMENT Agreement Company Shareholders Yahoo Inc. YHK Yahoo Party Parties THIS VOTING AGREEMENT (this “ WHEREAS, Share Repurchase Agreement WHEREAS, Shares WHEREAS, Voted Shares WHEREAS, 2007 Shareholders Agreement NOW, THEREFORE, Voting Section 1. (a) Each Shareholder, severally and not jointly, hereby covenants and agrees that, until the termination of this Agreement in accordance with the terms hereof,] [EXECUTION VERSION SHARE PURCHASE AND INVESTOR RIGHTS AGREEMENT by and among ALIBABA GROUP HOLDING LIMITED, JACK YUN MA AND JOSEPH C. TSAI (FOR PURPOSES OF THE MANAGEMENT SECTIONS (AS DEFINED HEREIN) ONLY) and EACH OF THE INVESTORS IDENTIFIED ON SCHEDULE I HERETO dated as of August 27, 2012 CONTENTS CLAUSE PAGE ARTICLE I INTERPRETATION 3 EFINITIONS 1.1 D 3 ONSTRUCTION] [EXECUTION VERSION CONVERTIBLE PREFERENCE SHARE PURCHASE AGREEMENT by and between ALIBABA GROUP HOLDING LIMITED and EACH OF THE INVESTORS (AS DEFINED HEREIN) dated as of August 31, 2012 CONTENTS SECTION PAGE ARTICLE I INTERPRETATION 2 EFINITIONS 1.1 D 2 ONSTRUCTION 1.2 C 9 ARTICLE II AUTHORIZATION OF PREFERENCE SHARES 9 ARTICLE III PURCHASE AND SALE OF PREFERENCE SHARES 10 SSUANCE] [EXECUTION VERSION CONVERTIBLE PREFERENCE SHARE PURCHASE AGREEMENT by and among ALIBABA GROUP HOLDING LIMITED and EACH OF THE INVESTORS (AS DEFINED HEREIN) dated as of October 15, 2012 CONTENTS SECTION PAGE ARTICLE I INTERPRETATION 2 EFINITIONS 1.1 D 2 ONSTRUCTION 1.2 C 8 ARTICLE II AUTHORIZATION OF PREFERENCE SHARES 8 ARTICLE III PURCHASE AND SALE OF PREFERENCE SHARES 9 SSUANCE] [Voting Agreement Schedule 1. voting agreement entered into by Dawn VA Ltd. and Yunfeng e-Commerce A Fund, L.P. on September 22, 2011; 2. voting agreement entered into by Dawn VA Ltd. and Yunfeng e-Commerce B Fund, L.P. on September 22, 2011; 3. voting agreement entered into by Dawn VA Ltd., DST China EC V, LP, DST Global II, L.P., DST] [Our ref RDS/604743-000013/7052252v2 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Alibaba Group Holding Limited 26/F Tower One, Times Square 1 Matheson Street Causeway Bay Hong Kong 6 May 2014 Dear Sirs Alibaba Group Holding Limited Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Alibaba Group Holding Limited (the “ 1 Documents Reviewed For the] [AMENDED AND RESTATED ALIBABA.COM CORPORATION 1999 SHARE OPTION PLAN (Adopted as of 15 November 1999 and amended by Directors’ Resolutions passed on 29 October 2002 and 13 May 2004 1. PURPOSE The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of Alibaba.com Corporation] [ALIBABA.COM CORPORATION 2004 SHARE OPTION PLAN As adopted May 13, 2004 Purposes of the Plan 1. The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company’s business. Options granted under the Plan may be] [ALIBABA.COM CORPORATION 2005 SHARE OPTION PLAN As adopted on June 1, 2005 and amended on October 7, 2005 and September 8, 2006 Purposes of the Plan 1. The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success] [ALIBABA.COM CORPORATION 2007 SHARE INCENTIVE PLAN As adopted on April 12, 2007 Purposes of the Plan 1. The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company’s business. Options granted under the Plan may] [ALIBABA GROUP HOLDING LIMITED 2011 EQUITY INCENTIVE PLAN As adopted on March 4, 2011 Purposes of the Plan 1. Plan Company Group The purposes of this Alibaba Group Holding Limited 2011 Equity Incentive Plan (the “ Definitions and Interpretation 2. Definitions (a) Administrator “ Applicable Law “ Award “ Award Agreement “ Board “ Business “ Cause “ (i) any] [Company Alibaba Group Holding Limited (the “ Plan Senior Management Equity Incentive Plan (the “ Background: Alibaba Shares a pool of 15 million shares be reserved for issue to members of management of the Company under a management share purchase plan, subject to such terms and conditions, including an analysis of the accounting impact, to be further proposed by management] [Company Alibaba Group Holding Limited (the “ Plan Partner Capital Investment Plan (the “ Purpose: Partners The purpose of the Plan is to provide senior employees of the Company and its Related Entities (as defined below) who have been elected partners of the Alibaba management partnership (the “ Plan Administrator: 2011 Plan Administrator Board The Plan shall be interpreted in] [Loan Agreement Schedule 1. 2. loan agreement entered into by Jack Ma, Simon Xie (together with Jack Ma, the “VIE Shareholders”) and Zhejiang Tmall Technology Co., Ltd. (the “WFOE”) on March 30, 2011; the agreement will terminate upon (i) 30 years from the effective date of the loan agreement, (ii) the expiry of the business term of the WFOE, or] [Exclusive Call Option Agreement Schedule 1. exclusive call option agreement entered into by Jack Ma, Simon Xie (together with Jack Ma, the “VIE Shareholders”), Taobao (China) Software Co., Ltd. (the “WFOE”) and Zhejiang Taobao Network Co., Ltd. (the “VIE”) on January 21, 2009; the agreement is effective upon signing and becomes null and void until all of equity interests and] [Proxy Agreement Schedule 1. proxy agreement entered into by Jack Ma, Simon Xie, Taobao (China) Software Co., Ltd. and Zhejiang Taobao Network Co., Ltd. on January 21, 2009; the agreement has a term of 8 years, subject to automatic renewal; 2. proxy agreement entered into by Jack Ma, Simon Xie, Zhejiang Tmall Technology Co., Ltd. and Zhejiang Tmall Network Co.,] [Equity Pledge Agreement Schedule 1. 2. 3. 4. 5. Annex A-1 DATED JANUARY 21, 2009 JACK MA SIMON XIE ZHEJIANG TAOBAO NETWORK CO., LTD. AND TAOBAO (CHINA) SOFTWARE CO., LTD. EQUITY PLEDGE AGREEMENT FOR ZHEJIANG TAOBAO NETWORK CO., LTD. EQUITY PLEDGE AGREEMENT THIS EQUITY PLEDGE AGREEMENT ( BETWEEN: (1) Jack Ma Domicile: ID Number: 330106640910009; and (2) Simon Xie Domicile:] [Exclusive Technical Service Agreement Schedule 1. 2. exclusive technical service agreement entered into by Zhejiang Tmall Technology Co., Ltd. (the “WFOE”) and Zhejiang Tmall Network Co., Ltd. (the “VIE”) on March 30, 2011; the agreement becomes effective on March 30, 2011 and has a term of 20 years; since the date of operation of Taobao Marketplace, the VIE shall pay] [EXECUTION VERSION SHARE REPURCHASE AND PREFERENCE SHARE SALE AGREEMENT by and between ALIBABA GROUP HOLDING LIMITED, YAHOO! INC., and YAHOO! HONG KONG HOLDINGS LIMITED dated as of May 20, 2012 TABLE OF CONTENTS Page ARTICLE I THE SHARE REPURCHASE, PREFERENCE SHARE ISSUANCE, AND TIPLA AMENDMENT 1.1 Initial Repurchase 1 1.2 Initial Repurchase Consideration and Issuance of Preference Shares 2 1.3] [FIRST AMENDMENT TO SHARE REPURCHASE AND PREFERENCE SHARE SALE AGREEMENT Amendment Agreement AGH Purchaser Yahoo! YHK Seller Sellers This Amendment, dated as of September 11, 2012 (this “ WHEREAS, the Series A Convertible Preference Shares to be sold by Purchaser as part of the financing for the Initial Repurchase (which preference shares are Equity Interests) contain certain features or provisions] [SECOND AMENDMENT TO SHARE REPURCHASE AND PREFERENCE SHARE SALE AGREEMENT Amendment Agreement AGH Yahoo! YHK THIS AMENDMENT, dated as of October 14, 2013 (the “ WHEREAS, the parties desire to reduce the maximum number of IPO Shares that Yahoo! and YHK may be required to dispose of in connection with a Qualified IPO from 261,500,000 to 208,000,000; and Section 7.7] [EXECUTION VERSION AMENDED AND RESTATED TECHNOLOGY AND INTELLECTUAL PROPERTY LICENSE AGREEMENT by and between YAHOO! INC. and ALIBABA GROUP HOLDING LIMITED September 18, 2012 TABLE OF CONTENTS Page Article I DEFINITIONS: RULES OF CONSTRUCTION 2 1.1 Definitions 2 1.2 Rules of Construction 9 Article II GRANT OF RIGHTS; OWNERSHIP OF INTELLECTUAL PROPERTY 10 2.1 Yahoo! Transitional Trademark License to Alibaba] [EXECUTION VERSION FRAMEWORK AGREEMENT by and among ALIBABA GROUP HOLDING LIMITED, SOFTBANK CORP., YAHOO! INC., 支付宝（中国）网络技术有限公司 (ALIPAY.COM CO., LTD.), APN LTD., Jack Ma Yun, Joseph Chung Tsai, 浙江阿里巴巴电子商务有限公司 (ZHEJIANG ALIBABA E-COMMERCE CO., LTD.) and the Joinder Parties DATED JULY 29, 2011 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND TERMS Section 1.01 Definitions 3 Section 1.02 Construction 16 Section 1.03] [AMENDMENT TO THE ALIPAY FRAMEWORK AGREEMENT Alipay Framework Agreement Alibaba WHEREAS, reference is hereby made to that certain Framework Agreement, dated as of July 29, 2011 (the “ Amendment WHEREAS, the Parties desire and intend that this Amendment to the Alipay Framework Agreement (this “ WHEREAS, capitalized terms used herein and not otherwise defined will have the meanings specified in] [EXECUTION COPY SECOND AMENDMENT TO THE ALIPAY FRAMEWORK AGREEMENT Amendment Alibaba SoftBank Yahoo OpCo IPCo HoldCo JMY JT Party Parties This Second Amendment to the Alipay Framework Agreement, dated as of May 3, 2014 (this “ RECITALS WHEREAS Framework Agreement WHEREAS WHEREAS, IPCo Promissory Note WHEREAS Commercial Agreement WHEREAS Intellectual Property License and Software Technology Services Agreement WHEREAS, Shared Services] [WAIVER AND CONSENT AGREEMENT Waiver and Consent Alibaba SoftBank Yahoo ! OpCo IPCo HoldCo JM JT Shareholders Agreement Party Parties This Waiver and Consent Agreement (this “ Agreement Newco WHEREAS, HoldCo desires to, directly or indirectly, form, capitalize and operate, and own not less than a 60% stake in, a new direct or indirect subsidiary of HoldCo (“ Subco WHEREAS,] [COMMERCIAL AGREEMENT COMMERCIAL AGREEMENT Agreement Recipient HoldCo Provider Party Parties This WHEREAS Provider WHEREAS Framework Agreement WHEREAS NOW THEREFORE 1. DEFINITIONS 1.1 Acquired Business 1.2 Actions 1.3 Affiliate provided 1.4 Agreement 1.5 Applicable Bank Fees Schedule 7.1 1.6 Appointed Banks Schedule 7.1 1.7 Approved Fee Rate Schedule 7.1 1.8 Arrow Decrease Schedule 7.1 1.9 Bank Fees Schedule 7.1 1.10 Bank] [AMENDMENT TO THE COMMERCIAL AGREEMENT Agreement Recipient Alibaba HoldCo Provider OpCo Framework Agreement Reference is made to that certain Commercial Agreement, dated as of July 29, 2011 (the “ Alibaba, HoldCo and OpCo hereby agree to amend the Agreement as follows: 1. All references in the Agreement to the term “Arrow Decrease” are replaced with references to the term “Recipient] [EXECUTION VERSION INTELLECTUAL PROPERTY LICENSE AND SOFTWARE TECHNOLOGY SERVICES AGREEMENT THIS INTELLECTUAL PROPERTY LICENSE AND SOFTWARE TECHNOLOGY SERVICES AGREEMENT Agreement ALIBABA GROUP HOLDING LIMITED Alibaba Opco RECITALS WHEREAS WHEREAS WHEREAS Framework Agreement WHEREAS NOW, THEREFORE AGREEMENT 1. DEFINITIONS AND CONSTRUCTION 1.1 Definitions (a) Affiliate provided (b) Alipay Software Ltd. (c) Subsidiary Sublicensee (d) Alibaba Group (e) Alibaba IT (f) Business] [EXECUTION COPY SHARE SUBSCRIPTION AND PURCHASE AGREEMENT among ALI WB INVESTMENT HOLDING LIMITED, SINA CORPORATION and WEIBO CORPORATION Dated as of April 29, 2013 CONFIDENTIAL TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.01. Certain Defined Terms 2 SECTION 1.02. Definitions 9 SECTION 1.03. Interpretation and Rules of Construction 10 ARTICLE II SUBSCRIPTION, PURCHASE AND SALE SECTION 2.01.] [Execution Version AGREEMENT AND PLAN OF MERGER among ALIBABA INVESTMENT LIMITED, ALI ET INVESTMENT HOLDING LIMITED and AUTONAVI HOLDINGS LIMITED Dated as of April 11, 2014 TABLE OF CONTENTS ARTICLE I THE MERGER Page SECTION 1.01 The Merger 1 SECTION 1.02 Closing; Closing Date 2 SECTION 1.03 Effective Time 2 SECTION 1.04 Memorandum and Articles of Association of Surviving Company] [EXECUTION VERSION VOTING AGREEMENT by and among ALIBABA INVESTMENT LIMITED, ALI ET INVESTMENT HOLDING LIMITED and the Shareholders listed on Schedule A hereto Dated as of April 11 , 2014 TABLE OF CONTENTS Page ARTICLE I GENERAL 2 Section 1.1. Defined Terms 2 ARTICLE II VOTING 4 Section 2.1. Agreement to Vote 4 Section 2.2. Grant of Proxy 5 Section] [EXECUTION VERSION 30 April 2013 ALIBABA GROUP HOLDING LIMITED THE COMPANIES NAMED HEREIN as Original Guarantors arranged by THE FINANCIAL INSTITUTIONS NAMED HEREIN as Mandated Lead Arrangers THE FINANCIAL INSTITUTIONS NAMED HEREIN as Original Lenders with CITICORP INTERNATIONAL LIMITED acting as Agent CITICORP INTERNATIONAL LIMITED acting as Security Agent US$8,000,000,000 FACILITIES AGREEMENT dated 30 April 2013 for ALIBABA GROUP HOLDING] [List of Significant Subsidiaries and Consolidated Entities of Alibaba Group Holding Limited Alibaba Investment Limited (BVI) Alibaba Group Properties Limited (Cayman Islands) Alibaba Group Treasury Limited (BVI) Des Voeux Investment Company Limited (BVI) Alibaba Group Services Limited (Hong Kong) Alibaba (China) Co., Ltd. (PRC) Hangzhou Ali Venture Capital Co., Ltd. (PRC) Alibaba.com International (Cayman) Holding Limited (Cayman Islands) Alibaba.com International] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of Alibaba Group Holding Limited of our report dated May 6, 2014 relating to the financial statements of Alibaba Group Holding Limited, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts”] [Alibaba Holdings Group Limited To: May 6, 2014 Re: Legal Opinion on Certain PRC Law Matters Dear Sirs, PRC We are lawyers qualified in the People’s Republic of China (the “ Company ADSs Listing Ordinary Share Offering”). PRC Authorities PRC Laws Governmental Authorizations Material PRC Subsidiaries Appendix A Material Variable Interest Entities Appendix B M&A Rules CSRC As used in] [See also International Reporting and Disclosure Issues in the Division of Corporation Finance In connection with this waiver request, the Company represents to the Commission that: 1. The Company is not currently a public reporting company in any jurisdiction. 2. 3. Full compliance with Item 8.A.4 of Form 20-F at present is impracticable and involves undue hardship for the Company.]