Purpose:

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 "Partners") an opportunity to invest in the Company's equity securities in order to align the interests of the Company and the Partners.

Plan Administrator:

The Plan shall be interpreted in a manner consistent with the Alibaba Group Holding Limited 2011 Equity Incentive Plan (the "2011 Plan"). The administrator of the Plan shall be a committee comprised of Jack Yun Ma and Joseph C. Tsai (the "Administrator") (or such other person designated by the board of directors of the Company (the "Board") in the event that Jack Yun Ma or Joseph C. Tsai ceases to be an executive director of the Company).

Participants:

Senior employees of the Company and its Related Entities who have been elected as Partners from time to time, or their related entities or trusts that fall within the definition of a Permitted Transferee (as defined below) (each a "Participant" and collectively, "Participants").

"Related Entities" means Person in or of which the Company or a Subsidiary holds a substantial economic interest, or possesses the power to direct or cause the direction of the management policies, directly or indirectly, through the ownership of voting securities, by contract, or other arrangements as trustee, executor or otherwise, but which, for purposes of the Plan, is not a Subsidiary and which the Administrator designates as a Related Entity. For purposes of the Plan, any Person in or of which the Company or a Subsidiary owns, directly or indirectly, securities or interests representing twenty percent (20%) or more of its total combined voting power of all classes of securities or interests shall be deemed a " Related Entity" unless the Administrator determines otherwise.

"Person" means any natural person, firm, company, corporation, body corporate, partnership, association, government, state or agency of a state, local, municipal or provincial authority or government body, joint venture, trust, individual proprietorship, business trust or other enterprise, entity or organization (whether or not having separate legal personality).

Allocated Shares:

Initially 18,000,000 newly issued ordinary shares, par value US$0.000025 per share, in the Company ("Alibaba Shares"), and in the future such additional Alibaba Shares as the Board shall approve from time to time, will be allocated to the Plan (the "Plan Shares") and this number shall be taken from the pool approved for the 2011 Plan.

Plan Vehicles:

The Plan Shares will be held by Cayman Islands companies established as special-purpose vehicles (the "SPVs"). Each SPV will hold certain number of Plan Shares until they are delivered to Participants upon exchange of the EOS (as defined below) issued by the SPV to the Participants, from time to time, pursuant to the provisions below.

SPV Securities:

Each of the SPVs will issue three classes of securities: