[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] [EXECUTION COPY SHARE AND ASSET PURCHASE AGREEMENT by and among ALIBABA GROUP HOLDING LIMITED, 浙江蚂蚁小微金融服务集团有限公司 (ZHEJIANG ANT SMALL AND MICRO FINANCIAL SERVICES GROUP CO., LTD.), and THE OTHER PARTIES NAMED HEREIN Dated as of August 12, 2014 TABLE OF CONTENTS ARTICLE I DEFINITIONS AND TERMS Section 1.1 General 4 Section 1.2 Cross-Reference of Other Definitions 12 Section 1.3 Construction 15] [EXECUTION COPY SECOND AMENDMENT TO COMMERCIAL AGREEMENT Commercial Agreement Recipient HoldCo Provider Party Parties WHEREAS Framework Agreement WHEREAS WHEREAS Purchase Agreement WHEREAS NOW THEREFORE 1. Section 1.2 is deleted in its entirety and replaced with the following: Actions “‘ 2. Section 1.24 is deleted in its entirety and replaced with the following: Final Payment Date “‘ 3. Section 1.30 is] [EXECUTION COPY AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AND SOFTWARE TECHNOLOGY SERVICES AGREEMENT by and among ALIBABA GROUP HOLDING LIMITED, 浙江蚂蚁小微金融服务集团有限公司 (ZHEJIANG ANT SMALL AND MICRO FINANCIAL SERVICES GROUP CO., LTD.), and 支付宝（中国）网络技术有限公司 (ALIPAY.COM CO., LTD.), Dated as of August 12, 2014 TABLE OF CONTENTS ARTICLE I DEFINITIONS AND CONSTRUCTIONS Section 1.1 Definitions 2 Section 1.2 Cross-Reference of Other Definitions] [EXECUTION COPY DATA SHARING AGREEMENT by and between ALIBABA GROUP HOLDING LIMITED, and 浙江蚂蚁小微金融服务集团有限公司 (ZHEJIANG ANT SMALL AND MICRO FINANCIAL SERVICES GROUP CO., LTD.), Dated as of August 12, 2014 EXECUTION COPY TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND TERMS Section 1.1 General 2 Section 1.2 Cross-Reference of Other Definitions 5 Section 1.3 Construction 6 Section 1.4 Schedules 6] [Confidential ALIBABA (CHINA) CO., LTD. AND CHONGQING ALIBABA SMALL LOAN CO., LTD. SOFTWARE SYSTEM USE AND SERVICE AGREEMENT SOFTWARE SYSTEM USE AND SERVICE AGREEMENT Agreement Alibaba (China) Co., Ltd. Party A Chongqing Alibaba Small Loan Co., Ltd. Party B Parties Party THIS SOFTWARE SYSTEM USE AND SERVICE AGREEMENT (this “ Recitals WHEREAS Software Systems WHEREAS NOW, THEREFORE ARTICLE 1 DEFINITIONS] [20 August 2014 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 US$3,000,000,000 FACILITY AGREEMENT dated 20 August 2014 for ALIBABA GROUP HOLDING LIMITED CONTENT Clause Page 1. DEFINITIONS AND INTERPRETATION 1] [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 June 16, 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”]