[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] [Our ref RDS/604743-000013/7052252v3 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 16 June 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] [[DATE] [NAME] Present Dear [NAME], Re: Offer of Employment We are pleased to extend our offer of employment to you. This letter agreement (the “Agreement”) sets forth the terms and conditions of your employment with 1. Duties 1.1 You shall be employed as 1.2 You shall diligently and faithfully perform all duties required in your position. You shall devote your] [Dated April 8, 2014 Loan Agreement Between Zhejiang Tmall Technology Co., Ltd. (as Lender) and Simon Xie (谢世煌) (as Borrower) Table of Contents 1. Loan Commitment 1 2. Grant of Loan and Purpose 1 3. Term of Loan and Renewal 2 4. Interest and Payment 2 5. Repayment; Voluntary Prepayment; Mandatory Prepayment 3 6. Guarantee 3 7. 3 8. Undertakings] [STRICTLY CONFIDENTIAL EXECUTION VERSION INVESTMENT AGREEMENT dated as of April 28, 2014 by and between YOUKU TUDOU INC., 1LOOK HOLDINGS LTD., ALI YK INVESTMENT HOLDING LIMITED, and Solely for purposes of Sections 11.4, 11.5 and 11.16 hereof, ALIBABA GROUP HOLDING LIMITED TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.1 Definitions 1 Section 1.2 Interpretation and Rules] [STRICTLY CONFIDENTIAL EXECUTION VERSION INVESTOR RIGHTS AGREEMENT dated as of April 28, 2014 by and among YOUKU TUDOU INC., ALI YK INVESTMENT HOLDING LIMITED, and Solely for purposes of Sections 7.1 and 7.2 and Article VIII hereof, ALIBABA GROUP HOLDING LIMITED and YF VENUS LTD TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.1 Definitions 1 Section] [STRICTLY CONFIDENTIAL EXECUTION VERSION SHAREHOLDERS AGREEMENT dated as of April 28, 2014 by and among ALI YK INVESTMENT HOLDING LIMITED and Each of the persons 1 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION 1 Section 1.1 Definitions 1 Section 1.2 Interpretation and Rules of Construction 9 ARTICLE II VOTING RESTRICTIONS 9 Section 2.1 Shareholder Voting Restrictions 9 Section] [STRICTLY CONFIDENTIAL EXECUTION COPY AMENDED AND RESTATED SHARE PURCHASE AND SHAREHOLDERS AGREEMENT dated as of May 21, 2014 by and among ALI YK INVESTMENT HOLDING LIMITED, YF VENUS LTD, and ALIBABA INVESTMENT LIMITED TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION 2 Section 1.1. Definitions 2 Section 1.2. Interpretation and Rules of Construction 7 ARTICLE II PURCHASE AND SALE] [EXECUTION VERSION SHARE PURCHASE AGREEMENT Agreement THIS SHARE PURCHASE AGREEMENT (the “ Purchaser (a) Ali UC Investment Holding Limited, an exempted company organized under the laws of the Cayman Islands (the “ Management (b) He, Xiaopeng, a PRC citizen whose PRC ID number is 440203197711032118, Liang, Jie, a PRC citizen whose PRC ID number is 440106197502111817, Yu, Yongfu, a PRC] [Schedules of Material Differences of Contractual Arrangements of Material Variable Entities I. Loan Agreement Schedule The material differences in the loan agreements by and among the VIE Shareholders and the WFOEs in connection with our material contractual arrangements are set forth below. 1. 2. loan agreement entered into by Jack Ma, Simon Xie (together with Jack Ma, the “VIE Shareholders”)] [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”] [April 17, 2014 Alibaba Group Holding Limited th 26 Times Square 1 Matheson Street Causeway Bay, Hong Kong Re: Alibaba Group Holding Limited Ladies and Gentlemen, We hereby consent to the references to our name and the inclusion of, summary of and reference to (i) any data or statements contained in the reports and materials and amendments thereto we provided] [Alibaba Group Holding Limited c/o Alibaba Group Services Limited 26/F Tower One, Times Square 1 Matheson Street Causeway Bay Hong Kong June 16, 2014 Ladies and Gentlemen: Sincerely yours, EX-23.5 13 d709111dex235.htm EX-23.5] [Alibaba Group Holding Limited c/o Alibaba Group Services Limited 26/F Tower One, Times Square 1 Matheson Street Causeway Bay Hong Kong June 16, 2014 Ladies and Gentlemen: Sincerely yours, EX-23.6 14 d709111dex236.htm EX-23.6] [Alibaba Group Holding Limited c/o Alibaba Group Services Limited 26/F Tower One, Times Square 1 Matheson Street Causeway Bay Hong Kong June 16, 2014 Ladies and Gentlemen: Sincerely yours, EX-23.7 15 d709111dex237.htm EX-23.7] [Alibaba Group Holding Limited c/o Alibaba Group Services Limited 26/F Tower One, Times Square 1 Matheson Street Causeway Bay Hong Kong June 14, 2014 Ladies and Gentlemen: Sincerely yours, EX-23.8 16 d709111dex238.htm EX-23.8] [Alibaba Group Holding Limited c/o Alibaba Group Services Limited 26/F Tower One, Times Square 1 Matheson Street Causeway Bay Hong Kong June 15, 2014 Ladies and Gentlemen: Sincerely yours, EX-23.9 17 d709111dex239.htm EX-23.9] [Alibaba Group Holding Limited c/o Alibaba Group Services Limited 26/F Tower One, Times Square 1 Matheson Street Causeway Bay Hong Kong June 14, 2014 Ladies and Gentlemen: Sincerely yours, EX-23.10 18 d709111dex2310.htm EX-23.10]