[Cayman Islands (Jurisdiction of incorporation or organization) c/o Alibaba Group Services Limited Timothy A. Steinert, Esq., General Counsel and Secretary (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Title of each class Name of each exchange on which registered Ordinary Shares, par value $0.000025 per share American Depositary Shares, each representing None None Indicate the number] [S&C Draft of November 27, 2014 INDENTURE Dated as of November 28, 2014 Between ALIBABA GROUP HOLDING LIMITED as Company and THE BANK OF NEW YORK MELLON as Trustee DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01] [EXECUTION COPY FIRST SUPPLEMENTAL INDENTURE Dated as of November 28, 2014 Between ALIBABA GROUP HOLDING LIMITED as Company and THE BANK OF NEW YORK MELLON as Trustee US$300,000,000 OF FLOATING RATE SENIOR NOTES DUE 2017 Company Trustee FIRST SUPPLEMENTAL INDENTURE dated as of November 28, 2014 between Alibaba Group Holding Limited, an exempted company incorporated in the Cayman Islands (the] [EXECUTION COPY SECOND SUPPLEMENTAL INDENTURE Dated as of November 28, 2014 Between ALIBABA GROUP HOLDING LIMITED as Company and THE BANK OF NEW YORK MELLON as Trustee 1.625% SENIOR NOTES DUE 2017 Company Trustee SECOND SUPPLEMENTAL INDENTURE dated as of November 28, 2014 between Alibaba Group Holding Limited, an exempted company incorporated in the Cayman Islands (the “ WITNESSETH: Base] [EXECUTION COPY THIRD SUPPLEMENTAL INDENTURE Dated as of November 28, 2014 Between ALIBABA GROUP HOLDING LIMITED as Company and THE BANK OF NEW YORK MELLON as Trustee 2.500% SENIOR NOTES DUE 2019 Company Trustee THIRD SUPPLEMENTAL INDENTURE dated as of November 28, 2014 between Alibaba Group Holding Limited, an exempted company incorporated in the Cayman Islands (the “ WITNESSETH: Base] [EXECUTION COPY FOURTH SUPPLEMENTAL INDENTURE Dated as of November 28, 2014 Between ALIBABA GROUP HOLDING LIMITED as Company and THE BANK OF NEW YORK MELLON as Trustee 3.125% SENIOR NOTES DUE 2021 Company Trustee FOURTH SUPPLEMENTAL INDENTURE dated as of November 28, 2014 between Alibaba Group Holding Limited, an exempted company incorporated in the Cayman Islands (the “ WITNESSETH: Base] [EXECUTION COPY FIFTH SUPPLEMENTAL INDENTURE Dated as of November 28, 2014 Between ALIBABA GROUP HOLDING LIMITED as Company and THE BANK OF NEW YORK MELLON as Trustee 3.600% SENIOR NOTES DUE 2024 Company Trustee FIFTH SUPPLEMENTAL INDENTURE dated as of November 28, 2014 between Alibaba Group Holding Limited, an exempted company incorporated in the Cayman Islands (the “ WITNESSETH: Base] [EXECUTION COPY SIXTH SUPPLEMENTAL INDENTURE Dated as of November 28, 2014 Between ALIBABA GROUP HOLDING LIMITED as Company and THE BANK OF NEW YORK MELLON as Trustee 4.500% SENIOR NOTES DUE 2034 Company Trustee SIXTH SUPPLEMENTAL INDENTURE dated as of November 28, 2014 between Alibaba Group Holding Limited, an exempted company incorporated in the Cayman Islands (the “ WITNESSETH: Base] [April 22, 2015 Taobao (China) Software Co., Ltd. (as the lender) and XIE Shihuang (as the borrower) LOAN AGREEMENT TABLE OF CONTENTS 1. LOAN 1 2. RELEASE OF LOAN 1 3. TERM OF LOAN AND EXTENSION 2 4. INTEREST RATE AND INTERSET CALCULATION 2] [GYRXTZ2015-ZQ0022-0005 Contract No.: PLEDGE AGREEMENT Important Note: This Agreement is entered into by and between the parties through consultation on the basis of equality and voluntariness in accordance with law. All the terms hereof are the true expression of the parties’ intentions. To protect the legitimate rights and interests of the pledgor, the creditor hereby calls the pledgor’s full attention] [EXECUTION COPY CONFIDENTIAL SHARE PURCHASE AGREEMENT dated April 8, 2015 among ALIBABA HEALTH INFORMATION TECHNOLOGY LIMITED and ALI JK INVESTMENT HOLDING LIMITED and MR. CHEN WENXIN relating to the sale and purchase of the entire share capital of BEIJING CHUANYUN LOGISTICS INVESTMENT LIMITED TABLE OF CONTENTS Page 1 INTERPRETATION 1 2 SALE OF THE SALE SHARES AND THE CONSIDERATION 8] [List of Significant Subsidiaries and Consolidated Entities 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 (BVI)] [I, Daniel Yong Zhang, Chief Executive Officer of Alibaba Group Holding Limited (the “Company”), certify that: 1. 2. 3. 4. (a) (b) (c) 5. (a) (b) EX-12.1 13 a2225010zex-12_1.htm EX-12.1] [Certification by the Principal Financial Officer I, Maggie Wei Wu, Chief Financial Officer of Alibaba Group Holding Limited (the “Company”), certify that: 1. 2. 3. 4. (a) (b) (c) 5. (a) (b) EX-12.2 14 a2225010zex-12_2.htm EX-12.2] [· · EX-13.1 15 a2225010zex-13_1.htm EX-13.1] [Certification by the Principal Financial Officer · · EX-13.2 16 a2225010zex-13_2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-199133) of Alibaba Group Holding Limited of our report dated June 25, 2015 relating to the financial statements, which appears in this Form 20-F. PricewaterhouseCoopers Hong Kong, June 25, 2015 EX-15.1 17 a2225010zex-15_1.htm EX-15.1] [FANGDA PARTNERS 上海 Shanghai ·北京 Beijing ·深圳 Shenzhen ·香港 Hong Kong http://www.fangdalaw.com 中国上海市南京西路1266号 电子邮件 E-mail: email@fangdalaw.com 恒隆广场一期32楼 电 话 Tel.: 86-21-2208-1166 邮政编码：200040 传 真 Fax: 86-21-5298-5599 文 号 Ref.: 15GC0086 32/F, Plaza 66 Tower 1 1266 Nanjing West Road Shanghai 200040, PRC June 25 Alibaba Group Holding Limited 26/F Tower One, Times Square 1 Matheson Street, Causeway Bay Hong Kong] [Our ref RDS/604743-000001/8321876v1 Direct tel +852 2971 3046 E-mail richard.spooner@maplesandcalder.com Alibaba Group Holding Limited c/o Alibaba Group Services Limited 26/F Tower One, Times Square 1 Matheson Street, Causeway Bay Hong Kong 25 June 2015 Dear Sir Alibaba Group Holding Limited Company We have acted as legal advisors as to the laws of the Cayman Islands to Alibaba Group Holding Limited,]