Exhibit 99.2

This document shall also serve as a circular to holders of the ordinary shares of Alibaba Group Holding Limited for the purposes of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.

We have one class of shares, and each holder of our shares is entitled to one vote per share. As the Alibaba Partnership’s director nomination rights are categorized as a weighted voting rights structure (the “WVR structure”) under the Hong Kong Listing Rules, we are deemed as a company with a WVR structure. Shareholders and prospective investors should be aware of the potential risks of investing in a company with a WVR structure. Our American depositary shares, each representing eight of our shares, are listed on the New York Stock Exchange (the “NYSE”) in the United States under the symbol BABA.

ALIBABA GROUP HOLDING LIMITED

阿里巴巴集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(NYSE Trading Symbol: BABA;

Hong Kong Stock Code: 9988 (HKD Counter) and 89988 (RMB Counter))

26/F Tower One, Times Square 1 Matheson Street, Causeway Bay

Hong Kong SAR, China

PROXY STATEMENT

SECTION 1. GENERAL INFORMATION

The board of directors (the “Board”) of Alibaba Group Holding Limited (the “Company” or “we”) is soliciting proxies for the annual general meeting of shareholders of the Company (the “General Meeting”) to be held on August 22, 2024 at 9:00 p.m., Hong Kong Time, or 9:00 a.m., New York Time.

You can review and download this proxy statement and other proxy materials at the “Investor Relations – Annual General Meeting” section of the Company’s website at www.alibabagroup.com/en/ir/agm, or request a paper or e-mail copy of the proxy statement and other proxy materials, free of charge, by e-mail to shareholdermeeting@alibaba-inc.com.

Virtual Meetings

The General Meeting will be held virtually by electronic means. Holders of the Company’s ordinary shares, par value US$0.000003125 per share (“Ordinary Shares”), as of the Ordinary Shares Record Date (as defined below) are cordially invited to attend the General Meeting through accessing the Ordinary Shares Virtual Meeting (as defined below) or send their proxy forms or voting instructions in advance.

Holders of American depositary shares (“ADSs”), with each ADS representing eight Ordinary Shares, as of the ADS Record Date (as defined below), are not entitled to attend the General Meeting, but are cordially invited to attend the ADS Virtual Meeting (as defined below), and should instruct Citibank, N.A., the holder of record of Ordinary Shares (through a nominee) represented by ADSs, as to how to vote the Ordinary Shares represented by their ADSs, as described below.

Ordinary Shares Virtual Meeting

The live webcast of the General Meeting for holders of Ordinary Shares (the “Ordinary Shares Virtual Meeting”) will be accessible at https://meetings.computershare.com/Alibaba2024AGM . This website will be open for login 30 minutes before the commencement of the General Meeting.

ADS Virtual Meeting

There will be a separate live webcast for holders of ADSs (the “ADS Virtual Meeting” and together with the Ordinary Shares Virtual Meeting, the “Virtual Meetings”), accessible at https://www.virtualshareholdermeeting.com/alibaba24. This website will be accessible on or shortly after the date of the proxy statement.

Record Date, Share Ownership and Quorum

Only holders of the Ordinary Shares of record as of the close of business on July 2, 2024, Hong Kong Time (the “Ordinary Shares Record Date”) are entitled to attend and vote at the General Meeting or send their proxy forms or voting instructions in advance. Those who hold the Ordinary Shares indirectly should contact their brokerage firm, bank or other financial institution for further information on how to attend and vote at the General Meeting.

Holders of ADSs issued by Citibank, N.A., as depositary of the ADSs, and representing our Ordinary Shares are not entitled to attend or vote at the General Meeting under the Company’s Memorandum and Articles of Association (the “Memorandum and Articles”). Holders of ADSs as of the close of business on July 2, 2024, New York Time (the “ADS Record Date”) will be able to instruct Citibank, N.A., the holder of record of Ordinary Shares (through a nominee) represented by ADSs, as to how to vote the Ordinary Shares represented by such ADSs. Citibank, N.A., as depositary of the ADSs, will endeavor, to the extent practicable and legally permissible, to vote or cause to be voted at the General Meeting the Ordinary Shares it holds in respect of the ADSs in accordance with the instructions which it has properly received from holders of ADSs.

One or more shareholders holding in aggregate not less than one-third of the voting power of the Ordinary Shares in issue carrying a right to vote at the General Meeting, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative or proxy, and entitled to vote, shall be a quorum for all purposes. As of the close of business on the Ordinary Shares Record Date, 19,008,055,904 Ordinary Shares (equivalent to 2,376,006,988 ADSs) were issued and outstanding. As of the close of business on the ADS Record Date, 7,042,542,704 Ordinary Shares (equivalent to 880,317,838 ADSs) were represented by ADSs.

Voting and Solicitation

Each Ordinary Share issued and outstanding as of the close of business on the Ordinary Shares Record Date is entitled to one vote at the General Meeting. Each resolution put to the vote at the General Meeting will be decided by poll. For the avoidance of doubt, holders of Ordinary Shares repurchased and held by the Company as treasury shares (“Treasury Shares”), if any, shall not be entitled to vote (or, if and to the extent that holder of any such Treasury Shares is entitled to vote, shall abstain from voting) at the General Meeting.

Copies of solicitation materials will be furnished to all holders of Ordinary Shares and ADSs, including banks, brokerage houses, fiduciaries and custodians holding in their names Ordinary Shares or ADSs beneficially owned by others, to forward to those beneficial owners.

Voting by Holders of Ordinary Shares

If you hold Ordinary Shares directly, you are encouraged to send us the proxy form. When proxy forms are properly dated, executed and returned by holders of Ordinary Shares to the mailing or e-mail address set forth in the proxy form before 9:00 p.m., Hong Kong Time, on August 20, 2024 (the deadline for the return of such proxy forms), the Ordinary Shares they represent will be voted by the proxy holder at the General Meeting, or at any adjournment thereof, in accordance with the instructions of the shareholder. If no specific instructions are given in such proxy forms, the proxy holder will vote in such proxy holder’s discretion. The proxy holder will also vote in such proxy holder’s discretion on any other matters that may properly come before the General Meeting, or at any adjournment thereof. Where any holder of Ordinary Shares affirmatively abstains from voting on any particular resolution, the votes attaching to such Ordinary Shares will not be included or counted in the determination of the number of Ordinary Shares present and voting for the purposes of determining whether such resolution has been passed (but they will be counted for the purposes of determining the quorum, as described above).

If you hold Ordinary Shares indirectly through a brokerage firm, bank or other financial institution, you must return a voting instruction form to your brokerage firm, bank or other financial institution. Please separately contact your brokerage firm, bank or other financial institution for information on how to vote.

Voting by Holders of ADSs

As the holder of record for all the Ordinary Shares represented by the ADSs (through a nominee), only Citibank, N.A., in its capacity as depositary of the ADSs, may attend and vote those Ordinary Shares at the General Meeting.

We have requested Citibank, N.A., as depositary of the ADSs, to distribute to all owners of record of ADSs as of the ADS Record Date, the notice of the General Meeting and an ADS voting card (“ADS Voting Card”). Upon the timely receipt from any holders of record of ADSs of voting instructions in the manner specified, Citibank, N.A. will endeavor, to the extent practicable and legally permissible, to vote or cause to be voted the number of Ordinary Shares represented by the ADSs in accordance with such voting instructions. Under the terms of the deposit agreement for the ADSs (the “Deposit Agreement”), Citibank, N.A. will not vote or attempt to exercise the right to vote other than in accordance with such voting instructions or such deemed instructions as further described in the paragraphs below.

There is no guarantee that a holder of ADSs will receive the materials described above with sufficient time to enable such holder to return voting instructions to Citibank, N.A. in a timely manner, in which case the Ordinary Shares underlying the ADSs may not be voted in accordance with the wishes of the holder of ADSs.

If an ADS Voting Card is missing voting instructions, Citibank, N.A. shall deem the holder of the ADSs in question to have instructed Citibank, N.A. to vote in favor of the items set forth in the ADS Voting Card. If an ADS Voting Card contains conflicting voting instructions as to any issue to be voted on at the General Meeting, Citibank, N.A. shall deem the holder of the ADSs in question to have instructed Citibank, N.A. to abstain from voting on such issue.

If no timely instructions are received by Citibank, N.A. from a holder of ADSs by 10:00 a.m. New York Time, August 14, 2024, Citibank, N.A. will deem such holder of ADSs to have instructed it to give a discretionary proxy to a person designated by the Company to vote the Ordinary Shares represented by such holder’s ADSs, unless the Company has informed Citibank, N.A. that (x) the Company does not wish such proxy to be given, (y) substantial opposition exists, or (z) the rights of holders of Ordinary Shares may be materially adversely affected, in each case in accordance with the terms of the Deposit Agreement.

Revocability of Proxies and ADS Voting Cards

Any proxy given by a holder of Ordinary Shares by means of a proxy form, and any voting instructions given by a holder ADSs by means of an ADS Voting Card, pursuant to this solicitation may be revoked: (a) for holders of Ordinary Shares or ADSs, by such holder submitting a written notice of revocation or a fresh proxy form or fresh ADS Voting Card, as the case may be, bearing a later date, which must be received by the deadlines for returning the proxy forms or ADS Voting Cards set forth above, or (b) for holders of Ordinary Shares only, by such holder attending the General Meeting and voting in person.

If you hold Ordinary Shares indirectly, please contact your brokerage firm, bank or other financial institution for information about how to revoke your voting instructions.

SECTION 2. INTRODUCTION AND PROPOSALS TO THE GENERAL MEETING

Voluntary Conversion to Primary Listing in Hong Kong

On August 8, 2022, we announced that we had made an application to the Hong Kong Stock Exchange to change our secondary listing status on the Main Board of the Hong Kong Stock Exchange to a primary listing (the “Primary Conversion”), and that the Hong Kong Stock Exchange had issued its Primary Conversion Exchange Acknowledgement pursuant to Guidance Letter HKEX-GL112-22 issued by the Hong Kong Stock Exchange (the “Conversion Announcement”). We have been preparing for and currently expect to complete the Primary Conversion by the end of August 2024. We will make a further announcement on the effective date of the Primary Conversion in due course. Upon the Primary Conversion, we will be dual primary listed on the Hong Kong Stock Exchange and the NYSE.

In preparation for the Primary Conversion, we are proposing for approval at this General Meeting, among other things:

The above proposals are described in detail under proposals one to four in this proxy statement. Shareholders’ approval of each and all of the four proposals is a condition to the Primary Conversion. The Primary Conversion shall not become effective if our shareholders fail to approve any of proposals one to four in this proxy statement. We look forward to your support.

Set forth below are details of our proposals for this General Meeting.

Proposal One: Amendment and Restatement of Memorandum and Articles (Special Resolution)

Further to the Conversion Announcement, the Board has proposed to amend and restate the Memorandum and Articles by adopting a new set of Memorandum and Articles in substitution for and to the exclusion of the existing Memorandum and Articles mainly to (i) comply with the Hong Kong Listing Rules in light of the Primary Conversion, with the exception of the relevant provisions pertaining to our WVR structure (including the appointment and removal of directors and the threshold for requisition of shareholders’ meetings); and (ii) incorporate certain consequential and housekeeping amendments, to be effective upon approval by the Company’s shareholders at the General Meeting. The full text of the amended and restated Memorandum and Articles shown as comparison against the existing Memorandum and Articles is attached as Exhibit A hereto.

The Chinese translation of the Memorandum and Articles is for reference only. In case of any discrepancy or inconsistency between the English and Chinese versions of the Memorandum and Articles, the English version shall prevail.

Pursuant to Article 48 and Article 166 of the currently effective Memorandum and Articles, the Company may alter or amend its Memorandum and Articles by a Special Resolution, which requires a majority of not less than three-fourth of the votes by shareholders of the Company who are present, either in person or by proxy, at the General Meeting.

The new Memorandum and Articles will come into effect upon being approved by the shareholders by way of a Special Resolution at the General Meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE PROPOSED AMENDMENT AND RESTATEMENT OF THE MEMORANDUM AND ARTICLES.

Proposal Two: Share Issuance Mandate (Ordinary Resolution)

In order to give us the flexibility to issue Ordinary Shares (including in the form of ADSs) where appropriate, the Board has proposed that the shareholders of the Company grant the Share Issuance Mandate to the Board to issue, allot and/or otherwise deal with additional Ordinary Shares (including in the form of ADSs) of the Company (including any sale or transfer of Treasury Shares) not exceeding 10% of the number of issued Ordinary Shares (excluding any Treasury Shares) as of the date of the General Meeting. Any additional Ordinary Shares to be issued or allotted pursuant to this Share Issuance Mandate shall not be at a discount of more than 10% (instead of 20% as permitted under the Hong Kong Listing Rules) to the Benchmarked Price as described below.

For the purposes of this Share Issuance Mandate, the Benchmarked Price means the price which is the higher of:

As of July 2, 2024, being the latest practicable date prior to the printing of this proxy statement for ascertaining certain information for inclusion herein (the “Latest Practicable Date”), the Company had an aggregate of 19,008,055,904 Ordinary Shares in issue (excluding any Treasury Shares). For illustration purpose only and on the assumption that the number of issued Ordinary Shares remains unchanged between the Latest Practicable Date and the date of the General Meeting, the Company would be allowed under the proposed Share Issuance Mandate to issue or resell (in the case of Treasury Shares) a maximum of 1,900,805,590 Ordinary Shares (including in the form of ADSs) of the Company.

The Share Issuance Mandate shall be effective from the date of the General Meeting until the earlier of (i) the conclusion of the next annual general meeting of the Company, or (ii) the passing of an ordinary resolution by shareholders of the Company in a general meeting revoking or varying the Share Issuance Mandate (the “Issuance Period”).

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” GRANTING THE SHARE ISSUANCE MANDATE TO THE BOARD TO ISSUE, ALLOT AND/OR OTHERWISE DEAL WITH ADDITIONAL ORDINARY SHARES (INCLUDING IN THE FORM OF ADSs) OF THE COMPANY (INCLUDING ANY SALE OR TRANSFER OF TREASURY SHARES) DURING THE ISSUANCE PERIOD NOT EXCEEDING 10% OF THE NUMBER OF ISSUED ORDINARY SHARES OF THE COMPANY (EXCLUDING TREASURY SHARES) AS OF THE DATE OF PASSING OF THIS ORDINARY RESOLUTION AND ANY ORDINARY SHARES TO BE ISSUED AND ALLOTTED PURSUANT TO THIS MANDATE SHALL NOT BE AT A DISCOUNT OF MORE THAN 10% TO THE BENCHMARKED PRICE.

Proposal Three: Share Repurchase Mandate (Ordinary Resolution)

In order to give us the flexibility to repurchase Ordinary Shares (including in the form of ADSs) where appropriate, the Board has proposed that the shareholders of the Company grant the Share Repurchase Mandate to the Board to repurchase our Ordinary Shares (including in the form of ADSs) not exceeding 10% of the number of issued Ordinary Shares as of the date of the General Meeting (excluding any Treasury Shares). For illustration purpose only and on the assumption that the number of issued Ordinary Shares remains unchanged between the Latest Practicable Date and the date of the General Meeting, the Company would be allowed under the proposed Share Repurchase Mandate to repurchase a maximum of 1,900,805,590 Ordinary Shares (including in the form of ADSs) of the Company.

The Share Repurchase Mandate shall be effective from the date of the General Meeting until the earlier of (i) the conclusion of the next annual general meeting of the Company, or (ii) the passing of an ordinary resolution by shareholders of the Company in a general meeting revoking or varying the Share Repurchase Mandate (the “Repurchase Period”).

If the Company repurchases Ordinary Shares (including in the form of ADSs) pursuant to the Share Repurchase Mandate, the Company may (i) cancel the repurchased Ordinary Shares and/or (ii) hold such Ordinary Shares as Treasury Shares, subject to market conditions and the capital management needs of the Company at the relevant time such repurchases of Ordinary Shares are made. Any sale or transfer of such Treasury Shares will be subject to the Share Issuance Mandate as set out in proposal two and made in accordance with the applicable laws and regulations, including the Hong Kong Listing Rules.

An explanatory statement as required under the Hong Kong Listing Rules, giving certain information regarding the Share Repurchase Mandate, is attached as Exhibit B hereto.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” GRANTING THE SHARE REPURCHASE MANDATE TO THE BOARD TO REPURCHASE ORDINARY SHARES (INCLUDING IN THE FORM OF ADSs) OF THE COMPANY DURING THE REPURCHASE PERIOD NOT EXCEEDING 10% OF THE NUMBER OF ISSUED ORDINARY SHARES OF THE COMPANY (EXCLUDING TREASURY SHARES) AS OF THE DATE OF PASSING OF THIS ORDINARY RESOLUTION.

Proposal Four: the 2024 Equity Incentive Plan and the Service Provider Sub-limit (each an Ordinary Resolution)

Further to the Conversion Announcement, our Board has approved our 2024 Equity Incentive Plan (the “2024 Plan”), which will become effective upon approval by our shareholders at the General Meeting. The 2024 Plan is intended to replace the existing 2014 Post-IPO Equity Incentive Plan (the “2014 Plan”) and is substantially similar to the 2014 Plan, but reflects changes, among other things, required to comply with the requirements under Chapter 17 of the Hong Kong Listing Rules in light of the Primary Conversion.

2024 Plan Limit:

Subject to adjustments resulting from subdivision, consolidation of Ordinary Shares, capitalization issue, rights issue or reduction of capital and the terms of the 2024 Plan, the maximum aggregate number of Ordinary Shares (including any transfer of Treasury Shares) which may be subject to Awards (as defined in Exhibit C) under the 2024 Plan is 483,000,000 Ordinary Shares (equivalent to 60,375,000 ADSs), representing approximately 2.5% of the number of issued Ordinary Shares (as issued and outstanding) of the Company, excluding Treasury Shares, as of the Ordinary Share Record Date.

Service Provider Sub-limit:

Out of the maximum aggregate number of Ordinary Shares which may be subject to Awards under the 2024 Plan, the maximum aggregate number of Ordinary Shares which may be issued (or transferred, in the case of Treasury Shares) in respect of all Awards to be granted under the 2024 Plan to Service Providers (as defined in Exhibit C) shall not exceed 0.5% of the number of issued Ordinary Shares (as issued and outstanding) of the Company, excluding Treasury Shares, as of the date of the General Meeting.

For illustrative purposes and on the assumption that the number of issued Ordinary Shares remains unchanged between the Latest Practicable Date and the date of the General Meeting, the Service Provider Sub-limit shall be 95,040,000 Ordinary Shares (equivalent to 11,880,000 ADSs).

General:

A summary of the principal terms of the 2024 Plan is attached as Exhibit C hereto. A copy of the 2024 Plan will be published on the website of the Hong Kong Stock Exchange and the Company for display for a period of not less than 14 days before the date of the General Meeting and will be made available for inspection at the General Meeting.

A trustee independent of the Company and its connected persons will be appointed to administer the 2024 Plan. None of the directors is a trustee of the 2024 Plan or has any direct or indirect interest in the proposed trustee of the 2024 Plan. As of the Latest Practicable Date, no shareholder had a material interest in the adoption of the 2024 Plan, therefore no shareholder is required to abstain from voting on the resolution(s) in relation thereto.

An application will be made to the Hong Kong Stock Exchange for granting the approval for the listing of, and permission to deal in, the shares which may be issued upon the exercise or vesting of the Awards to be granted under the 2024 Plan.

Awards Outstanding Under the 2014 Plan:

The 2014 Plan will remain effective until its term expires on September 18, 2024. While the Company may make further grants under the 2014 Plan until its expiry, no new grants will be made pursuant to the 2014 Plan after the effective date of the Primary Conversion. Any shares authorized but unissued under the 2014 Plan as of effective date of the Primary Conversion will no longer be available for granting. Any awards granted after the Latest Practicable Date under the 2014 Plan will reduce the number of Ordinary Shares available under the 2024 Plan. Any awards canceled before the date of General Meeting under the 2014 Plan shall increase the number of Ordinary Shares available for grant under the 2024 Plan. Share awards and options already granted under the 2014 Plan will remain in full force and effect pursuant to the terms and conditions of the 2014 Plan.

As of the Latest Practicable Date, under the 2014 Plan there were 219,085,240 Ordinary Shares (equivalent to 27,385,655 ADSs) authorized for issuance but unissued. A summary of all outstanding awards relating to Ordinary Shares granted by the Company as of the Latest Practicable Date is as follows:

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE adoptION OF the 2024 Plan AND THE SERVICE PROVIDER SUB-LIMIT REFERRED THEREIN

Proposal Five: Election of Directors (each an Ordinary Resolution)

According to Article 88 of the currently effective Memorandum and Articles, the Board is divided into three groups designated as Group I, Group II and Group III, with as nearly equal a number of directors in each group as possible. Currently, the Board consists of four Group I directors, four Group II directors and two Group III directors. The current term of office of the Group I directors, consisting of Joseph C. TSAI, J. Michael EVANS, Weijian SHAN and Irene Yun-Lien LEE will expire at the General Meeting.

Pursuant to Articles 88 and 90 of the currently effective Memorandum and Articles, and to facilitate a near equal number of directors in each group, the Company’s nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”) has nominated (1) Weijian SHAN for election as a Group III director to serve the remaining term of Group III directors, which will end at the Company’s 2026 general meeting, or until his successor is elected or appointed, or his earlier resignation or removal; and (2) Irene Yun-Lien LEE for election as a Group I director for a term of office to expire at the Company’s 2027 general meeting, or until her successor is elected or appointed, or her earlier resignation or removal.

Pursuant to Article 90 of the currently effective Memorandum and Articles, Lakeside Partners L.P. (the “Alibaba Partnership”) has nominated Joseph C. TSAI and J. Michael EVANS (the “Alibaba Partnership Nominees”) for election as Group I directors of the Company to serve for a term of office to expire at the Company’s 2027 general meeting, or until such director’s successor is elected or appointed, or his earlier resignation or removal.

Pursuant to Article 91 of the currently effective Memorandum and Articles, if a director nominee is not elected by the Company’s shareholders, the party or group entitled to nominate or appoint that director has the right to appoint a different person to serve as an interim director until the Company’s next annual general meeting of shareholders.

Pursuant to our commitment to enhance our governance practices, Joseph C. TSAI has notified the Board that he intends to step down from the Nominating and Corporate Governance Committee immediately following this General Meeting, after which the committee will comprise only independent directors.

The Board will continue to comprise a majority of independent directors. Pursuant to provision B.2.3 in the Corporate Governance Code as set out in Appendix C1 to the Hong Kong Listing Rules, which the Company will be subject to upon Primary Conversion, an independent director serving more than nine years in a company could be a factor relevant to the determination of independence of such a director. Both Jerry YANG and Wan Ling MARTELLO have served as our independent directors for nine or more years. The Board has determined that each of Jerry and Wan Ling satisfies the independence requirements set forth in Section 303A of the NYSE Listed Company Manual and Rule 3.13 of the Hong Kong Listing Rules, and the Board is not aware of any circumstances which are likely to put into question their independence as independent directors of the Company. In addition, the Board has considered the following: (i) both Jerry and Wan Ling have been actively attending and participating in meetings of the Board and have discharged their duties as independent directors by providing independent, balanced and objective views in relation to the Company’s matters; and (ii) each of Jerry and Wan Ling has the relevant international experience, business exposure and qualifications in the relevant industries in which the Company conducts its businesses. Both Jerry and Wan Ling have gained in-depth insight into our operations and various initiatives during their tenure and therefore are well-positioned to offer their perspectives and advice. As a result of their comprehensive understanding of the Company’s operations and the macro-environment in which the Company operates, the Company is able to benefit from the valuable insights provided by Jerry and Wan Ling in forming long-term business strategies. Based on the above, the Board believes that the directorships of Jerry and Wan Ling in the Company will continue to provide valuable contributions to the Board.

The election of each director nominee who has been nominated for election at the General Meeting will be proposed and voted on as a separate resolution, and the resolutions to elect each such director nominee shall be independent of the resolutions to elect any other director nominee. Holders of Ordinary Shares and holders of ADSs may cast their votes in respect of any resolution to elect a director nominee differently from how they vote on any other resolution to elect any other director nominee.

Information relating to the director nominees is set forth below.

Joseph C. TSAI joined our company in 1999 as a member of the Alibaba founding team and has served on our board of directors since our inception. He was our chief financial officer until 2013, our executive vice chairman until September 2023 and is currently our chairman of the company. Joe is a founding member of Alibaba Partnership. He is the chairman of Cainiao Smart Logistics Network Limited, a board member of Taobao and Tmall Group and Alibaba International Digital Commerce Group, and a board member of our affiliate Ant Group. From 1995 to 1999, Joe was a private equity investor based in Hong Kong with Investor AB, the main investment vehicle of Sweden's Wallenberg family. Prior to that, he was general counsel of Rosecliff, Inc., a management buyout firm based in New York. From 1990 to 1993, Joe was an associate attorney in the tax group of Sullivan & Cromwell LLP, a New York-based international law firm. Joe is qualified to practice law in the State of New York. Joe received his bachelor's degree in Economics and East Asian Studies from Yale College and a juris doctor degree from Yale Law School.

J. Michael EVANS has been our president since August 2015 and our director since September 2014. Mike is also co-chairman of Alibaba International Digital Commerce Group. Mike served as Vice Chairman of The Goldman Sachs Group, Inc. from February 2008 until his retirement in December 2013. He served as chairman of Asia operations at Goldman Sachs from 2004 to 2013 and was the global head of Growth Markets at Goldman Sachs from January 2011 to December 2013. He also co-chaired the Business Standards Committee of Goldman Sachs from 2010 to 2013. Mike joined Goldman Sachs in 1993, became a partner of the firm in 1994 and held various leadership positions within the firm’s securities business while based in New York and London, including global head of equity capital markets and global co-head of the equities division, and global co-head of the securities business. Mike is a trustee of the Asia Society and a member of the Advisory Council for the Bendheim Center for Finance at Princeton University. Mike received his bachelor’s degree in politics from Princeton University in 1981.

Weijian SHAN has been our director since March 2022. He is the executive chairman and a founder of PAG, a leading private equity firm in Asia. He has been with PAG since 2010. Between 1998 and 2010, he was a partner of the private equity firm TPG and co-managing partner of TPG Asia (formerly known as Newbridge Capital). Previously, he was a managing director of JP Morgan, where he was concurrently the chief representative for China between 1993 and 1998. He was an assistant professor at the Wharton School of the University of Pennsylvania between 1987 and 1993. Shan is a Trustee of the British Museum. He is also a member of the International Advisory Council of Hong Kong Exchanges and Clearing Limited. He served as an independent director of Singapore-listed Wilmar International Limited between 2018 and 2021. He holds an M.A. and a Ph.D. from the University of California, Berkeley, and an M.B.A. from the University of San Francisco. He graduated with a major in English from the Beijing Institute of Foreign Trade (currently the Beijing University of International Business and Economics).

Irene Yun-Lien LEE has been our director since August 2022. Irene is the executive chairman of Hysan Development Limited and is the independent non-executive chairman of Hang Seng Bank Limited, both companies listed on the Hong Kong Stock Exchange. She is an independent non-executive director of Hong Kong and Shanghai Banking Corporation Limited. Irene was on the board of many listed and unlisted companies in Hong Kong, Singapore, UK and Australia. She was a member of the Australian Takeovers Panel, a member of the Advisory Council of JP Morgan Australia and a member of the Exchange Fund Advisory Committee of the Hong Kong Monetary Authority. Until April 2022, she was an independent non-executive director of HSBC Holdings plc. Irene had a long career in financial services and held senior positions at Citibank in New York, London and Sydney. She was the global head of corporate finance at the Commonwealth Bank of Australia and she held other senior positions in investment banking and funds management in a number of international financial institutions. Irene received a Bachelor of Arts degree from Smith College, United States of America, and is a Barrister-at-Law in England and Wales and a member of the Honourable Society of Gray’s Inn, United Kingdom. She was awarded the degree of Doctor of Social Science, honoris causa from the Chinese University of Hong Kong in November 2022.

Each of Shan and Irene has confirmed to the Company that (a) he or she meets the independence factors as set out in Rule 3.13(1) to (8) of the Hong Kong Listing Rules; (b) he or she does not have any past or present financial or other interest in the business of the Company and its consolidated subsidiaries or any connection with any core connected person of the Company that requires disclosure; and (c) there are no other factors that may affect each of their independence at the time of his or her appointment.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION TO THE BOARD OF DIRECTORS OF EACH OF THE ABOVEMENTIONED NOMINEES.

Proposal Six: Ratification and Approval of Appointments of Independent Registered Public Accounting Firms of the Company for the Fiscal Year Ending March 31, 2025 and until the conclusion of the next annual general meeting of the Company (Ordinary Resolution)

The Company’s audit committee (“Audit Committee”) proposes to ratify and approve the appointments of PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers as the Company’s U.S. and Hong Kong independent registered public accounting firms, respectively, for the fiscal year ending March 31, 2025 and until the conclusion of the next annual general meeting of the Company.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION AND APPROVAL OF APPOINTMENTS OF PRICEWATERHOUSECOOPERS ZHONG TIAN LLP AND PRICEWATERHOUSECOOPERS AS THE U.S. AND HONG KONG INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS OF THE COMPANY, RESPECTIVELY, FOR THE FISCAL YEAR ENDING MARCH 31, 2025 AND UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY.

OTHER MATTERS

This proxy statement, for which the directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. The directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this proxy statement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this proxy statement misleading.

We know of no other matters to be submitted to the General Meeting. If any other matters properly come before the General Meeting, it is the intention of the persons named in the form of proxy to vote the Ordinary Shares they represent as the Board may recommend.

Hong Kong, China

July 5, 2024

As at the date of this document, our board of directors comprises Mr. Joseph C. TSAI as the chairman, Mr. Eddie Yongming WU, Mr. J. Michael EVANS and Ms. Maggie Wei WU as directors, and Mr. Jerry YANG, Ms. Wan Ling MARTELLO, Mr. Weijian SHAN, Ms. Irene Yun-Lien LEE, Mr. Albert Kong Ping NG and Mr. Kabir MISRA as independent directors.

THE COMPANIES LAW (2020 REVISIONACT (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

ALIBABA GROUP HOLDING LIMITED

阿里巴巴集團控股有限公司

(adopted by a Special Resolution passed on September 30, 2020[●] 2024)

THE COMPANIES LAW (2020 REVISIONACT (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

ALIBABA GROUP HOLDING LIMITED

阿里巴巴集團控股有限公司

(adopted by a Special Resolution passed on September 30, 2020[●] 2024)

TABLE OF CONTENTS

THE COMPANIES LAW (2020 REVISIONACT (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

ALIBABA GROUP HOLDING LIMITED

阿里巴巴集團控股有限公司

(adopted by a Special Resolution passed on September 30, 2020[●] 2024)

TABLE A

The Regulations contained or incorporated in Table "‘A’ in the First Schedule of the LawCompanies Act shall not apply to the Company and the following Articles shall comprise the Articles of Association of the Company.

INTERPRETATION

PRELIMINARY

SHARES

MODIFICATION OF RIGHTS

CERTIFICATES

FRACTIONAL SHARES

LIEN

CALLS ON SHARES

FORFEITURE OF SHARES

TRANSFER OF SHARES

TRANSMISSION OF SHARES

ALTERATION OF SHARE CAPITAL

REDEMPTION, PURCHASE AND SURRENDER OF SHARES

TREASURY SHARES

GENERAL MEETINGS

NOTICE OF GENERAL MEETINGS

PROCEEDINGS AT GENERAL MEETINGS

VOTES OF SHAREHOLDERS

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

CLEARING HOUSES

DIRECTORS

POWERS AND DUTIES OF DIRECTORS

BORROWING POWERS OF DIRECTORS

THE SEAL

DISQUALIFICATION OF DIRECTORS

PROCEEDINGS OF DIRECTORS

PRESUMPTION OF ASSENT

DIVIDENDS

ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION

CAPITALIZATION

SHARE PREMIUM ACCOUNT

NOTICES

In proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier service.

No other Person shall be entitled to receive notices of general meetings.

INFORMATION

INDEMNITY

unless the same shall happen through such Indemnified Person’s own dishonesty, willful default or fraud.

FINANCIAL YEAR

NON-RECOGNITION OF TRUSTS

WINDING UP

AMENDMENT OF ARTICLES OF ASSOCIATION

MERGERS AND CONSOLIDATIONS

CLOSING OF REGISTER OR FIXING RECORD DATE

CLAIMS AGAINST THE COMPANY

REGISTRATION BY WAY OF CONTINUATION

DISCLOSURE

This explanatory statement contains all the information required pursuant to Rule 10.06(1)(b) of the Hong Kong Listing Rules.

As of the Latest Practicable Date, the total number of Ordinary Shares in issue and remaining outstanding were 19,008,055,904 (excluding Treasury Shares). Subject to the passing of the Share Repurchase Mandate, for illustration purposes only, on the assumption that no further Ordinary Shares are issued or repurchased between the Latest Practicable Date and the date of the General Meeting, the Company would be allowed under the Share Repurchase Mandate to repurchase a maximum of 1,900,805,590 Ordinary Shares during the Repurchase Period. Taking into consideration the Ordinary Shares that may be issued or repurchased between the Latest Practicable Date and the date of the General Meeting, the actual maximum number of Ordinary Shares allowed under the Share Repurchase Mandate (if passed) will be disclosed in the poll results announcement to be published after the General Meeting.

The directors believe that it is in the best interests of the Company and its shareholders as a whole to have a general authority from its shareholders to enable the directors to repurchase the Ordinary Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value attributable per Ordinary Share to the shareholders and/or earnings per Ordinary Share and will only be made when the directors believe that such a repurchase will benefit the Company and its shareholders.

Repurchases of Ordinary Shares must be funded out of funds legally available for such purpose in accordance with our Memorandum and Articles, the Hong Kong Listing Rules and all applicable laws and regulations of the Cayman Islands.

In the event that the Share Repurchase Mandate was to be exercised in full at any time during the Repurchase Period, there might be a material adverse impact on the working capital and/or gearing position of the Company as compared with the position of the Company as disclosed in the audited financial statements for the year ended March 31, 2024 contained in the fiscal year 2024 annual report of the Company. However, the directors do not propose to exercise the Share Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital and/or the gearing levels which in the opinion of the directors are from time to time appropriate for the Company.

The highest and lowest prices at which the Ordinary Shares were traded on the Hong Kong Stock Exchange during each of the previous 12 months up to the Latest Practicable Date were as follows:

The directors will exercise the power of the Company to make repurchases pursuant to the Share Repurchase Mandate and in accordance with the Hong Kong Listing Rules as well as the applicable laws of the Cayman Islands. Neither this explanatory statement nor the proposed repurchases pursuant to the Share Repurchase Mandate has any unusual features.

None of the directors nor, to the best of their knowledge having made all reasonable enquires, their close associates, have any present intention to sell any Ordinary Shares to the Company under the Share Repurchase Mandate if such is approved by the shareholders.

No core connected persons of the Company have notified the Company that they have a present intention to sell Ordinary Shares to the Company, or have undertaken not to do so, in the event that the Share Repurchase Mandate is approved by the shareholders.

If the Company repurchases Ordinary Shares (including in the form of ADSs) pursuant to the Share Repurchase Mandate, the Company may (i) cancel the repurchased Ordinary Shares and/or (ii) hold such Ordinary Shares as Treasury Shares, subject to market conditions and the capital management needs of the Company at the relevant time such repurchases of Ordinary Shares are made. Any sale or transfer of such Treasury Shares will be subject to the Share Issuance Mandate as set out in proposal two and made in accordance with the applicable laws and regulations, including the Hong Kong Listing Rules.

For any Treasury Shares deposited with the Central Clearing and Settlement System used within the market system of Hong Kong Exchanges and Clearing Limited (“CCASS”), the Company shall (i) procure its broker not to give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings of the Company for the Treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the Treasury Shares from CCASS, and either re-register them in its own name as Treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders’ rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Ordinary Shares were registered in its own name as Treasury Shares.

Upon the Primary Conversion becoming effective and if on the exercise of the power to repurchase Ordinary Shares pursuant to the Share Repurchase Mandate, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 26 of the Code on Takeovers and Mergers and Share Buy-backs published by the Securities and Futures Commission of Hong Kong (the “Takeovers Code”).

As a result, a shareholder or group of shareholders acting in concert, depending on the level of increase in the shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

Save as aforesaid, the Board is not aware of any consequences which would arise under the Takeovers Code as a result of an exercise of the Share Repurchase Mandate.

In May 2019, our Board authorized a share repurchase program for an amount of up to US$6.0 billion over a period of two years, which has since been upsized and extended a number of times by our Board. Most recently, in February 2024, our Board authorized a further upsize of our share repurchase program to US$65.0 billion which is effective through March 2027.

During the quarter ended June 30, 2024, we repurchased a total of 613 million Ordinary Shares (equivalent of 77 million ADSs) for a total of US$5.8 billion, including the repurchase of approximately 14.8 million ADSs at US$80.80 per ADS through privately negotiated transactions concurrently with the pricing of our convertible senior notes offering on May 23, 2024. These purchases were made in both the U.S. and Hong Kong markets under our share repurchase program. For the fiscal year ended March 31, 2024, we repurchased a total of 1,249 million Ordinary Shares (equivalent of 156 million ADSs) for a total of US$12.5 billion in both the U.S. and Hong Kong markets under our share repurchase program.

The following is a general summary of the principal terms of the 2024 Plan proposed to be adopted and approved at the General Meeting. This summary is for reference only and is subject to the specific provisions contained in the full text of the 2024 Plan. Unless otherwise defined herein, capitalized terms used in this summary shall have the same meanings as those defined in the 2024 Plan.

Purpose

The 2024 Plan is designed to provide additional incentives to attract and retain the services of the employees, directors and consultants of the Company, its subsidiaries or related entities (each a “Group Member”) that are considered essential to the success of the Company and its subsidiaries (the “Group”) as a whole. The 2024 Plan will be administered by the compensation committee of the Board (the “Compensation Committee”), or in the absence of the Compensation Committee, the Board (the “Administrator”). The 2024 Plan provides for the granting of awards (in the form of restricted share units and restricted shares), options (in the form of incentive stock options and nonstatutory stock options) and share appreciation rights, that may be vested or exercised into Ordinary Shares (including in the form of ADS) (the “Awards”). The 2024 Plan will be funded by the issuance of Ordinary Shares or the transfer of Treasury Shares, as applicable and determined by the Company.

Participants

Awards may be granted to any service personnel from time to time. A “Service Personnel” means any participant who is an Employee (as defined below), an Executive Director or a Service Provider (as defined below) of the Group; provided, that Awards shall not be granted to any Service Provider or Executive Director in any jurisdiction in which, pursuant to applicable laws, grants to non-employees are not permitted.

An “Employee” means any person who has an employment relationship with any Group Member (including persons who are granted Awards under the 2024 Plan as an inducement to enter into employment contracts with any Group Member).

An “Executive Director” means an Employee who is a member of the board of directors of a Group Member.

An Employee or Executive Director of any holding company, fellow subsidiary or associated company of the Company is, for the purposes of the Hong Kong Listing Rules, referred to as a “Related Entity Participant” herein.

A “Service Provider” means any person, such as an independent contractor, consultant, agent, adviser and supplier, who (i) is engaged by the Group to render consulting or advisory services to the Group; and (ii) provides services to the Group on a continuing or recurring basis in its ordinary and usual course of business which are in the interests of the long term growth of the Group, and in particular, any person who is engaged by the Group under a service or consultant service contract to provide services or consulting services, including but not limited to any person who is engaged by the Group under a service or consultant service contract or contracts of similar nature to provide services or consulting services to a Group Member on matters such as (but not limited to) legal, IT, finance, tax, e-commerce, technology, business operations, business development, logistics, data center and strategic planning.

Since the Related Entity Participants and the Service Providers have provided, or may provide, valuable services and advice to the Group, and such services and advice are related to our core business and are material to the long-term development of the Group, the Board (including the independent directors) considers that they can be eligible to receive Awards in light of such services and their inclusion in the 2024 Plan aligns with the purpose of the 2024 Plan, industry norms, as well as the long-term interests of the Company and its shareholders as a whole. This will allow the Company the flexibility to provide incentives to such eligible persons who will contribute their knowledge, experience and expertise to the Group. In assessing the eligibility of the Related Party Participants and the Service Providers, the Compensation Committee will take into account a wide range of factors, including but not limited to, their potential and/or actual contribution (directly or indirectly) to the success and growth of the Group, the specific skills or technical knowledge possessed by the Service Providers, industry norms and the importance to the Group to retain their services, the participation and involvement in promoting the business of the Group, the provision of quality services as well as timely market intelligence to the Group in their capacity, and whether they will contribute to the medium to long term business development of the Group.

Term of the 2024 Plan

The 2024 Plan shall continue in effect for a term of ten (10) years from its effective date (being the date on which the 2024 Plan is approved and adopted by an ordinary resolution by the Shareholders at the General Meeting), unless sooner terminated in accordance with the terms of the 2024 Plan.

Shares available under the 2024 Plan

2024 Plan Limit:

Subject to adjustments resulting from subdivision, consolidation of Ordinary Shares, capitalization issue, rights issue or reduction of capital and the terms of the 2024 Plan, the maximum aggregate number of Ordinary Shares (including any transfer of Treasury Shares) which may be subject to Awards under the 2024 Plan is 483,000,000 Ordinary Shares (equivalent to 60,375,000 ADSs), representing approximately 2.5% of the number of issued Ordinary Shares (as issued and outstanding) of the Company, excluding Treasury Shares, as of the Ordinary Share Record Date.

Service Provider Sub-limit:

Out of the maximum aggregate number of Ordinary Shares which may be subject to Awards under the 2024 Plan, the maximum aggregate number of Ordinary Shares which may be issued (or transferred, in the case of Treasury Shares) in respect of all Awards to be granted under the 2024 Plan to Service Providers shall not exceed 0.5% of the total number of Ordinary Shares (as issued and outstanding, excluding Treasury Shares) as of the date of the General Meeting.

For illustrative purposes and on the assumption that the number of issued Ordinary Shares remains unchanged between the Ordinary Shares Record Date and the date of the General Meeting, the Service Provider Sub-limit shall be 95,040,000 Ordinary Shares (equivalent to 11,880,000 ADSs).

The basis for determining the Service Provider Sub-limit includes (i) the potential dilution effect arising from the Awards to be granted to the Service Providers; (ii) the importance of striking a balance between achieving the purpose of the 2024 Plan and protecting the shareholders from the dilution effect from granting of Awards to the Service Providers; (iii) the extent of use of Service Providers’ services or consultant services by the Group, the current payment and/or settlement arrangement with the Service Providers; and (iv) the expected contribution to the development and growth of the Group attributable to the Service Providers.

Considering that the Service Providers have contributed to the success and growth of the Group, the specific skills or technical knowledge possessed by the Service Providers and the valuable services and advice provided by the Service Providers to the Group, the Board (including independent directors) is of the view that the Service Provider Sub-limit is appropriate and reasonable given the nature of the Group’s business needs, which is in line with the purpose of the 2024 Plan.

If an Award (or any portion thereof) lapses, any Ordinary Shares subject to the Award (or such portion thereof) shall again be available for the grant of an Award pursuant to the 2024 Plan (unless the 2024 Plan has been terminated). For the avoidance of doubt, if the Company conducts a consolidation or subdivision with respect to the Ordinary Shares, the number of Ordinary Shares subject to the 2024 Plan Limit and the Service Provider Sub-limit shall be proportionally and equitably adjusted to comply with, among other things, the Hong Kong Listing Rules.

No Liberal Share Recycling:

In no event shall any of the following Ordinary Shares again become available for other Awards under the 2024 Plan: (i) Ordinary Shares tendered or withheld on the exercise of options or other Awards for the payment of the exercise price or purchase price thereof, as applicable; (ii) Ordinary Shares tendered by a participant to satisfy withholding taxes in connection with the exercise of options or share appreciation rights or in settlement of any other Award; (iii) Ordinary Shares not issued upon the settlement of a share appreciation right that settles in Ordinary Shares (or could settle in Ordinary Shares); and (iv) Ordinary Shares purchased on the open market with cash proceeds from the exercise of options or share appreciation rights.

Maximum Individual Limit

No individual grantee shall be granted Awards where such grant will result in the aggregate number of Ordinary Shares issued and to be issued to such grantee (excluding any Awards lapsed in accordance with the terms of the 2024 Plan) in the 12 month period up to and including the date of such grant to exceed 1% of the total number of Ordinary Shares in issue (excluding, for the avoidance of doubt, any Treasury Shares held by the Company, which shall not be deemed issued or outstanding for any purposes), unless such grant is approved by the Shareholders (with such grantee and his or her associates abstaining from voting).

Term of the Award

The term of each Award shall be stated in the written agreement, contract, or other instrument or document evidencing an Award (the “Award Agreement”); provided, that the term shall be no more than ten (10) years from the date of grant thereof.

Vesting Period

The period during which an Award, in whole or in part, vests, shall be set by the Administrator, and the Administrator may determine that an Award may not vest in whole or in part for a specified period after it is granted. Such vesting may be based on service with a Group Member or any other criteria selected by the Administrator.

The vesting period of an Award shall be not less than twelve (12) months, but the Board may, at its discretion, determine a period shorter than twelve (12) months during which an Award vests or that an Award may be vested upon the grant of the Award with respect to the following Awards granted to employee participants:

To ensure the practicability in fully attaining the purpose of the 2024 Plan, the Board and the Compensation Committee are of the view that (i) there are certain instances where a strict twelve (12)-month vesting requirement would not work or would not be fair to the holders of the Awards as set out above; (ii) there is a need for the Company to retain flexibility in certain cases to provide a competitive remuneration package to attract and retain individuals to provide services to the Group, to provide for succession planning and the effective transition of employee responsibilities and to reward exceptional performers with accelerated vesting or in exceptional circumstances where justified; and (iii) the Company should be allowed discretion to formulate its own talent recruitment and retention strategies in response to changing market conditions and industry competition, and thus should have flexibility to impose vesting conditions such as performance-based vesting conditions instead of time-based vesting criteria depending on individual circumstances.

Hence, the Board and the Compensation Committee are of the view that the circumstances in which the Board may determine a shorter period as prescribed above in this circular are in line with market practice and are appropriate and align with the purposes of the 2024 Plan.

Performance Targets

All Awards shall be evidenced by an Award Agreement setting forth the number of Ordinary Shares subject to the Award and the terms and conditions of the Award, including any performance target (based on various key performance indicators with respect to operations, finance, business and/or other metrics which are designed to motivate and reward contribution to the Group) that needs to be achieved before the Award can vest.

Key performance indicators for assessment of performance targets include any one or more of the following corporate-wide or subsidiary, division, operating unit, line of business, project, geographic or individual measures: cash flow; earnings; earnings per share; market value added or economic value added; profits; return on assets; revenue; gross merchandize value; growth rate; return on equity; return on investment; sales; revenue; stock price; total shareholder return; customer satisfaction metrics; business unit development; or such other goals as the Administrator or the Board may determine from time to time.

The Board may, in its sole discretion, amend or adjust the key performance indicators and establish any special rules and conditions to which the key performance indicators shall be subject at any time.

Determination of the Exercise Price

The exercise price for each option shall be determined by the Administrator and set forth in the Award Agreement which, unless otherwise determined by the Administrator, may be a fixed or variable price determined by reference to the Fair Market Value (as defined below) of the Ordinary Shares over which such option is granted; provided, that (i) in the event that the option is issued with an exercise price denominated in Hong Kong dollars, its exercise price per Ordinary Share must be at least the Fair Market Value of such Ordinary Shares on the date of grant, which must be a business day; (ii) no option may be granted to a U.S. Person with an exercise price per Ordinary Share which is less than the Fair Market Value of such Ordinary Shares on the date of grant, without compliance with Section 409A of the Code; (iii) a nonstatutory stock option (i.e. an option not intended to qualify as an incentive stock option) may be granted with an exercise price per Ordinary Share that is lower than the Fair Market Value of such Ordinary Shares on the date of grant if such option is granted pursuant to an assumption or substitution for an option granted by another company, whether in connection with an acquisition of such other company or otherwise; (iv) in the case of an incentive stock option granted to an employee who, at the time of the grant of such option, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any parent or subsidiary corporation of the Company, the exercise price per Ordinary Share shall be no less than 110% of the Fair Market Value per Ordinary Share on the date of grant; (v) the exercise price per Ordinary Share shall not in any circumstances be less than the par value of the Ordinary Share; and (vi) the determination of the exercise price shall be subject to compliance with applicable laws and the requirements of any exchange on which the Ordinary Shares are listed or traded.

“Fair Market Value” means, as of any date, the value of Ordinary Shares determined as follows:

With respect to the exercise price of options to be granted pursuant to the 2024 Plan, the Company has applied for a waiver from strict compliance with Note (1) to Rule 17.03(9) of the Hong Kong Listing Rules. For more details on the waiver, please refer to the Conversion Announcement.

Rights of holders of Awards

Until such holder of the Awards is registered as a holder of Ordinary Shares (by entry in the Company’s register of members), no right to vote or receive dividends (or distributions made upon the liquidation of the Company) or any other rights as a shareholder shall exist with respect to the Ordinary Shares, notwithstanding the vesting of the Award.

Lapse of Awards

Adjustment Upon Changes in Capitalization

Subject to any required action by the shareholders of the Company, the number of Ordinary Shares which are the subject of each outstanding Award (or each outstanding restricted share unit, option or share appreciation right if it covers more than one Ordinary Share), the number of Ordinary Shares which have been authorized for issuance under the 2024 Plan but as to which no Awards have yet been granted or which have been returned to the 2024 Plan upon expiration and lapse of an Award, and the number of Shares subject to grant as incentive stock options, as well as the price per Ordinary Share covered by each such outstanding Award and the number of Ordinary Shares in the shares pool, shall be proportionally and equitably adjusted for any increase or decrease in the number of issued Ordinary Shares resulting from a subdivision, consolidation, capitalization issue, rights issue, reduction of capital. The manner in which such adjustments are to be accomplished shall be determined by the Board in accordance with, for so long as the Company remains listed on the Hong Kong Stock Exchange as a primary issuer, the requirements under the Hong Kong Listing Rules, whose determination shall be final, binding and conclusive. Except as expressly provided in the 2024 Plan, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Ordinary Shares subject to an Award. For the avoidance of doubt, in the case of any extraordinary cash dividend and distribution in specie, the Board may make an equitable or proportionate adjustment to outstanding Awards to reflect the effect of such extraordinary cash dividend.

Cancellation of Awards

The Administrator may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions and/or blockage and/or other market considerations would make the Company’s or the holding vehicle’s acquisition of Ordinary Shares from the public markets, the Company's issuance or transfer of the Ordinary Shares to the participant, the holding vehicle’s distribution, disposition or delivery of the Ordinary Shares to or for the benefit of the participant, the participant’s acquisition of the Ordinary Shares from the Company or the holding vehicle and/or the participant’s sale of Ordinary Shares to the public markets, illegal, impracticable or inadvisable.

For the avoidance of doubt, where the Company cancels an Award granted to a participant, such Awards cancelled will be regarded as utilized for the purpose of calculating the number of Ordinary Shares subject to the 2024 Plan (and, if applicable, the Service Provider Sub-limit). Any new and additional Awards granted to the same participant may only be made if there are remaining Ordinary Shares available for granting under the 2024 Plan (and, if applicable, the Service Provider Sub-limit).

Transferability

Awards, and any interest therein, shall be personal to each participant and shall not be transferable or assignable by a participant, and may not be made subject to execution, attachment or similar process; provided, that (i) subject to the waiver or agreement of the relevant regulatory authorities (for the avoidance of doubt, including the Hong Kong Stock Exchange), during a participant’s lifetime, with the consent of the Administrator (on such terms and conditions as the Administrator determines appropriate), the Participant may transfer nonstatutory stock options, restricted shares, restricted share units and share appreciation rights to his or her family members (including family trusts) by gift or pursuant to domestic relations order in the settlement of marital property rights, and (ii) following a participant’s death, Awards, to the extent they are vested upon the participant’s death, may be transferred by will or by the laws of descent and distribution. Notwithstanding the above, Awards, and any interest therein, will not be transferable or assignable by a participant, and may not be made subject to execution, attachment or similar process unless such transfer or assignment is made in compliance with applicable laws and the requirements of any exchange on which the Ordinary Shares are listed or traded.

Amendment and Termination

The Board in its sole discretion may terminate this 2024 Plan at any time. The Board may amend this 2024 Plan at any time in such respects as the Board may deem advisable; provided, that to the extent necessary and desirable to comply with applicable laws, or stock exchange rules (including, for the avoidance of doubt, the Hong Kong Listing Rules), for any alterations to (i) the terms and conditions of the 2024 Plan which are of a material nature; (ii) the advantage of the participants or prospective participants relating to the matters set out in Rule 17.03 of the Hong Kong Listing Rules; or (iii) the authority of the Board’s authority to alter the terms of the 2024 Plan, the Company shall obtain shareholder approval of any 2024 Plan amendment in such a manner and to such a degree as required. To the extent any grant of Awards to a person was approved by the Board, the Compensation Committee, the independent directors and/or the shareholders (as applicable and as the case may be) in the first place, any change to the terms of such Awards must be approved by the same authority, except any alterations to the Awards that would take effect automatically under the 2024 Plan.

Any refreshment of the 2024 Plan Limit and the Service Provider Sub-limit should be conducted in accordance with the requirements of the applicable laws, or stock exchange rules (including, for the avoidance of doubt, the Hong Kong Listing Rules).

For the avoidance of doubt, for so long as the Company remains listed on the Hong Kong Stock Exchange as a primary issuer, such amended terms and conditions of the 2024 Plan shall still comply with the relevant requirements of the Hong Kong Listing Rules.

Effect of Termination

Except as otherwise provided in the 2024 Plan, any termination of this 2024 Plan shall not affect Awards previously granted, including those granted which remain unexercised, unvested, or those Ordinary Shares that are not yet issued, as the case may be, and such Awards shall remain in full force and effect as if this 2024 Plan had not been terminated, unless mutually agreed otherwise between the affected participant and the Company, which agreement must be in writing and signed by such participant and the Company.

Clawback Mechanism

Subject to applicable laws, (i) all of a participant’s options or share appreciation rights, whether vested or unvested, and all other Awards granted to such participant shall become ab initio void and the exercise of any such options or share appreciation rights shall therefore be automatically rescinded and void and (ii) considering that all of such participant’s Awards, whether vested or unvested, are ab initio void, such Participant shall forthwith return to the Company (A) all Ordinary Shares received in settlement or upon the exercise of such void Awards, (B) all cash, or other property that was received in settlement or upon the exercise of such void Awards, and/or (C) any proceeds, gains and/or economic benefits such participant realized in connection with the sale, transfer or other disposition of the Ordinary Shares or other property received in settlement or upon the exercise of such void Awards, and the Company shall have the right to take all actions to effect the return from such participant of all such Ordinary Shares, cash or other property, and/or proceeds, gains and/or economic benefits, upon the occurrence of any applicable event as may be specified in the applicable Award Agreements, including but not limited to termination for cause, breaches of restrictive covenants, or commission of specified tortious conduct.