[Subject to Completion, Dated September 5, 2014 320,106,100 American Depositary Shares Representing 320,106,100 Ordinary Shares Alibaba Group Holding Limited This is the initial public offering of Alibaba Group Holding Limited, or Alibaba Group. We are offering 123,076,931 American Depositary Shares, or ADSs, and the selling shareholders named in this prospectus, including Yahoo, one of our principal shareholders, Jack Ma, our] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ALIBABA GROUP HOLDING LIMITED 阿里巴巴集团控股有限公司 (adopted by a Special Resolution passed on September 2, 2014 and effective on THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION 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)” “Receipt(s)” 2 Section 1.4 “American Depositary Share(s)” “ADS(s)” 2 Section 1.5 “Applicant” 2 Section 1.6 “Articles of Association” 2 Section 1.7 “Beneficial Owner” 3 Section 1.8] [VOTING 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 , 2014 TABLE OF CONTENTS 1. Definitions and Construction 3 1.1 Definitions 3 1.2 Construction 8 2. Voting 8 2.1 8 2.2 Director Designees 9 2.3 SoftBank Observation Rights] [FORM INDEMNIFICATION AGREEMENT Agreement Company Indemnitee THIS INDEMNIFICATION AGREEMENT (this “ WHEREAS, the Indemnitee has agreed to serve as [a director/an executive officer] of the Company and in such capacity will render valuable services to the Company; and Board WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to serve as directors and] [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] [ALIBABA GROUP HOLDING LIMITED 2014 POST-IPO EQUITY INCENTIVE PLAN Effective on 1. Purposes of the Plan Plan Company Group The purposes of this Alibaba Group Holding Limited 2014 Post-IPO Equity Incentive Plan (the “ 2. Definitions and Interpretation Definitions (a) Administrator “ Applicable Law “ Award “ Award Agreement “ Board “ Business “ Cause “ (i) any commission of] [THIRD AMENDMENT TO SHARE REPURCHASE AND PREFERENCE SHARE SALE AGREEMENT Amendment” Agreement AGH Yahoo! YHK THIS AMENDMENT, dated as of July 14, 2014 (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 208,000,000 to 140,000,000; and Section 7.7] [SHARE RETENTION AGREEMENT Agreement Partner Company THIS SHARE RETENTION AGREEMENT (this “ RECITALS Partnership WHEREAS, Partner is a limited partner in Lakeside Partners, L.P., an exempted limited partnership registered under the Exempted Limited Partnership Law (2014 Revision) of the Cayman Islands (the “ WHEREAS, In light of the Partnership’s director nomination and appointment rights and in order to maintain an] [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”] [ALIBABA GROUP HOLDING LIMITED ALIBABA GROUP CODE OF ETHICS Introduction Code Alibaba Group Alibaba Group Company Employee Employees This Alibaba Group Code of Ethics (the “ In this Code, unless otherwise specified, the following terms shall have the following meanings: • Compliance Officer • Related Alibaba Group Policies and Guidelines “ Each Employee is responsible for knowing and understanding the]