Form F-1

As filed with the Securities and Exchange Commission on May 6, 2014

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Alibaba Group Holding Limited

(Exact name of Registrant as Specified in its Charter)

Cayman Islands 5961 Not Applicable (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number)

c/o Alibaba Group Services Limited

26/F Tower One, Times Square

1 Matheson Street

Causeway Bay

Hong Kong

Telephone: +852-2215-5100

(Address and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)

Corporation Service Company

1180 Avenue of the Americas, Suite 210

New York, New York 10036

(800) 927-9801

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Timothy A. Steinert, Esq.

Alibaba Group Holding Limited

c/o Alibaba Group Services Limited

26/F Tower One, Times Square

1 Matheson Street, Causeway Bay

Hong Kong

+852-2215-5100

Leiming Chen, Esq. Daniel Fertig, Esq. Simpson Thacher & Bartlett LLP c/o 35th Floor, ICBC Tower 3 Garden Road Central Hong Kong +852-2514-7600 William H. Hinman, Jr., Esq. Simpson Thacher & Bartlett LLP 2475 Hanover Street Palo Alto, California 94304 U.S.A. 650-251-5000 William Y. Chua, Esq. Sullivan & Cromwell LLP 28th Floor Nine Queens Road Central Hong Kong +852-2826-8688 Jay Clayton, Esq. Sarah P. Payne, Esq. Sullivan & Cromwell LLP 1870 Embarcadero Road Palo Alto, California 94303 U.S.A. 650-461-5700

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered(1)(2) Proposed

Maximum

Aggregate

Offering Price(3) Amount of

Registration Fee Ordinary shares, par value US$0.000025 per share US$1,000,000,000 US$128,800

(1) American depositary shares, or ADSs, evidenced by American depositary receipts issuable upon deposit of the ordinary shares registered hereby will be registered under a separate registration statement on Form F-6. Each ADS represents ordinary shares.

(2) Includes (a) ordinary shares represented by ADSs that may be purchased by the underwriters pursuant to their option to purchase additional ADSs and (b) all ordinary shares represented by ADSs initially offered or sold outside the United States that are thereafter resold from time to time in the United States. Offers and sales of shares outside the United States are being made pursuant to Regulation S under the Securities Act of 1933 and are not covered by this Registration Statement.

(3) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling shareholders may sell these securities until the registration statement filed with the United States Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting any offer to buy these securities in any jurisdiction where the offer or sale is not permitted. 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$0.000025 per share. We expect that the initial public offering price of the ADSs will be between US$ and US$ per ADS. We will not receive any proceeds from the ADSs sold by the selling shareholders. Pursuant to our memorandum and articles of association, a partnership, or the Alibaba Partnership, comprised of certain management members of our company and our related companies and affiliates, will have the exclusive right to nominate a simple majority of the board of directors of our company. See Alibaba Partnership and Description of Share Capital  Ordinary Shares  Nomination, Election and Removal of Directors. Prior to this offering, there has been no public market for our ADSs or ordinary shares. We will apply for listing of our ADSs on the New York Stock Exchange or the Nasdaq Global Market under the symbol  . Investing in our ADSs involves risk. See Risk Factors beginning on page 20. Per ADS Total Price to public US$ US$ Underwriting discounts and commissions US$ US$ Proceeds, before expenses, to us US$ US$ Proceeds, before expenses, to the selling shareholders US$ US$ We and certain selling shareholders have granted the underwriters the right to purchase up to an aggregate of additional ADSs. Neither the United States Securities and Exchange Commission nor any state securities commission or any other regulatory body has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the ADSs against payment in U.S. dollars to purchasers on or about , 2014 Credit Suisse Deutsche Bank Goldman Sachs J.P. Morgan Morgan Stanley Citi , 2014.

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide information different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, ADSs only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our ADSs.

Until , 2014 (25 days after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

PROSPECTUS SUMMARY This summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary may not contain all of the information that you should consider before investing in our ADSs. You should carefully read the entire prospectus, including Risk Factors and the financial statements, before making an investment decision. Our Mission Our mission is to make it easy to do business anywhere. Our founders started our company to champion small businesses, in the belief that the Internet would level the playing field by enabling small enterprises to leverage innovation and technology to grow and compete more effectively in the domestic and global economies. Our decisions are guided by how they serve our mission over the long-term, not by the pursuit of short-term gains. Our Business We are the largest online and mobile commerce company in the world in terms of gross merchandise volume in 2013, according to industry sources. We operate our ecosystem as a platform for third parties, and we do not engage in direct sales, compete with our merchants or hold inventory. We operate Taobao Marketplace, Chinas largest online shopping destination, Tmall, Chinas largest third-party platform for brands and retailers, in each case in terms of gross merchandise volume, and Juhuasuan, Chinas most popular group buying marketplace by its monthly active users, in each case in 2013 according to iResearch. These three marketplaces, which comprise our China retail marketplaces, generated a combined GMV of RMB1,542 billion (US$248 billion) from 231 million active buyers and 8 million active sellers in the twelve months ended December 31, 2013. A significant portion of our customers have begun transacting on our mobile platform, and we are focused on capturing this opportunity. In the three months ended December 31, 2013, mobile GMV accounted for 19.7% of our GMV, up from 7.4% in the same period in the previous year. In addition to our three China retail marketplaces, which accounted for 82.7% of our revenues in the nine months ended December 31, 2013, we operate Alibaba.com, Chinas largest global online wholesale marketplace in 2013 by revenue, according to iResearch, 1688.com, our China wholesale marketplace, and AliExpress, our global consumer marketplace, as well as provide cloud computing services. As a platform, we provide the fundamental technology infrastructure and marketing reach to help businesses leverage the power of the Internet to establish an online presence and conduct commerce with consumers and businesses. We have been a leader in developing online marketplace standards in China. Given the scale we have been able to achieve, an ecosystem has developed around our platform that consists of buyers, sellers, third-party service providers, strategic alliance partners, and investee companies. Our platform and the role we play in connecting buyers and sellers and making it possible for them to do business anytime and anywhere is at the nexus of this ecosystem. Much of our effort, our time and our energy is spent on initiatives that are for the greater good of the ecosystem and the various participants in it. We feel a strong responsibility for the continued development of the ecosystem and we take ownership for this development. Accordingly, we refer to this as our ecosystem. Our ecosystem has strong self-reinforcing network effects that benefit our marketplace participants, who are invested in our ecosystems growth and success. Through this ecosystem, we have transformed how commerce is conducted in China and built a reputation as a trusted partner for the participants in our ecosystem. We have made significant investments in proprietary technologies and infrastructure in order to support our growing ecosystem. Our technology and infrastructure allow us to harness the substantial volume of data generated from our marketplaces and to further develop and optimize the products and services offered on our platform.

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Through, our related company, Alipay, we offer payment and escrow services for buyers and sellers, providing security, trust and convenience to our users. We take a platform approach to shipping and delivery by working with third-party logistics service providers through a central logistics information system operated by Zhejiang Cainiao Supply Chain Management Co., Ltd., or China Smart Logistics, our 48%-owned affiliate. Through our investment in UCWeb, we are able to leverage its expertise as a developer and operator of mobile web browsers to enhance our mobile offerings beyond e-commerce, such as general mobile search. Our revenue is primarily generated from merchants through online marketing services (via Alimama, our proprietary online marketing platform), commissions on transactions and fees for online services. We also generate revenues through fees from memberships, value-added services and cloud computing services. In the nine months ended December 31, 2013, we generated revenue of RMB40.5 billion (US$6.5 billion) and net income of RMB17.7 billion (US$2.9 billion). Our fiscal year ends on March 31. Our Key Metrics We have experienced significant growth across various key metrics for our China retail marketplaces:

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Our business and our ecosystem as a whole have achieved significant scale and size: Our Scale and Size Scale and Size of Our Ecosystem Participants Unless otherwise indicated, all figures in the above charts are for the twelve months ended, or as of, December 31, 2013, and in the case of our scale and size, on our China retail marketplaces. (1) For the three months ended December 31, 2013. (2) According to iResearch. Excluding virtual items. (3) For the month ended December 31, 2013. Based on the aggregate mobile MAUs of apps that contribute to GMV on our China retail marketplaces. (4) Representing 54% of the 9.2 billion packages delivered in 2013 by delivery services in China meeting certain minimum revenue thresholds, according to the State Post Bureau of the PRC. (5) Alibaba Cloud Computing processing capability as of December 31, 2013. (6) The sum of merchants on our (i) China retail marketplaces who paid fees and/or commissions to us in 2013, plus (ii) wholesale marketplaces with current paid memberships as of December 31, 2013. A merchant may have more than one paying relationship with us. (7) Includes registered countries and territories of (i) buyers that sent at least one inquiry to a seller on Alibaba.com and (ii) buyers that settled at least one transaction on AliExpress through Alipay, in each case in 2013. (8) For the twelve months ended December 31, 2013. Approximately 37.6% of Alipays total payment volume in 2013 represented payments processed for our China retail marketplaces. (9) Marketing affiliates who received a revenue share from us in the three months ended December 31, 2013. (10) Based on data provided by our 14 strategic delivery partners companies as of March 2014.

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The Network Effect on and across Our Marketplaces The interactions between buyers and sellers create network effects in that more merchants attract more consumers, and more consumers attract more merchants. In addition, our marketplaces are interconnected in that many buyers and sellers on one marketplace also participate in the activities on our other marketplaces, thereby creating a second-order network effect that further strengthens our ecosystem. The chart below depicts this network effect dynamic in our ecosystem. Buyers  Chinese consumers buy on Taobao Marketplace, Tmall and Juhuasuan  While browsing or searching on Taobao Marketplace, consumers see product listings from both Taobao Marketplace and Tmall  Global consumers buy on AliExpress  Global wholesalers buy on Alibaba.com Retail sellers  Small sellers in China sell on Taobao Marketplace and AliExpress  Chinese brands sell on Taobao Marketplace, Tmall, Juhuasuan and AliExpress and global brands sell on Tmall Global  Sellers source products on 1688.com Wholesale sellers  Chinese wholesalers and manufacturers supply retail merchants in China on 1688.com and global wholesale buyers on Alibaba.com  Chinese wholesalers and manufacturers supply directly to global consumers on AliExpress  Global wholesalers and manufacturers supply global wholesale buyers on Alibaba.com

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Our Market Opportunity Our market opportunity is primarily driven by the following factors:  Our business benefits from the rising spending power of Chinese consumers. Chinas real consumption in 2013 was 36.5% of total GDP, which is a rate that is significantly lower than that of other countries, such as the United States, which had a consumption penetration rate of 66.8% in 2013, according to Euromonitor International. We believe that growth in consumption will drive higher levels of online and mobile commerce.  Chinas online shopping population is relatively underpenetrated. According to the China Internet Network Information Center, or CNNIC, China had the worlds largest Internet population with 618 million users as of December 31, 2013. According to CNNIC, China had 302 million online shoppers in 2013. We believe the number of online shoppers will increase, driven by continued growth in Internet users as well as by the higher percentage of Internet users making purchases online.  We believe that consumers are expanding the categories of products and services they are purchasing online, which will further increase online and mobile commerce activity.  We believe that the increased usage of mobile devices will make access to the Internet even more convenient, drive higher online shopper engagement and enable new applications. China has the worlds largest mobile Internet user base with 500 million users as of December 31, 2013, according to CNNIC, and mobile usage is expected to increase, driven by the growing adoption of mobile devices.  Chinas offline retail market faces significant challenges due to few nationwide brick and mortar retailers, an underdeveloped physical retail infrastructure, limited product selection and inconsistent product quality. These challenges in Chinas retail infrastructure, which we believe are particularly acute outside of tier 1 and 2 cities, are causing consumers to leapfrog the offline retail market in favor of online and mobile commerce.  China has an increasingly extensive and rapidly improving logistics infrastructure consisting of nationwide, regional and local delivery services. We believe that the rapid development of Chinas distributed logistics infrastructure and nationwide express delivery networks has been driven in part by the growth of e-commerce and will continue to support the unique demands of consumers and merchants conducting e-commerce transactions on marketplaces. Overall, online shopping, which represented 7.9% of total China consumption in 2013, is projected to grow at a compound annual growth rate, or CAGR, of 27.2% from 2013 to 2016, according to iResearch, as more consumers shop online and e-commerce spending per consumer increases. Our Strengths We believe that the following strengths contribute to our success and are differentiating factors that set us apart from our peers.  Management Team with Owner Mentality and Proven Track Record. Our management teams clear sense of mission, long-term focus and commitment to the values that define the Alibaba culture have been central to our successful track record. Our management team has created and grown leading businesses organically, including Taobao Marketplace, Tmall, Alibaba.com, Alibaba Cloud Computing and our related company Alipay.  Trusted Brands. Alibaba, Taobao, Tmall and Alipay are well recognized and trusted brands in China. Due to the strength of these brands, a majority of our customers navigate directly to our China retail marketplaces to find the products and services they are seeking instead of via third-party search engines.  Thriving Ecosystem with Powerful Network Effects. We are the steward of a thriving ecosystem, which provides us with the following key advantages:  participants in our ecosystem are invested in its success and growth;

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 interactions among participants create value for one another as our ecosystem expands and generates strong network effects; and  the scope of our ecosystem and the network effects it creates, including the significant buyer traffic generated by our Taobao Marketplace, provide low-cost organic traffic for our other marketplaces and services and significantly reduce our reliance on a sales force for our marketing services.  Mobile Leadership. We are the leader in mobile commerce in China in terms of mobile retail GMV, with mobile GMV transacted on our China retail marketplaces accounting for 76.2% of total mobile retail GMV (excluding virtual items) in China in the twelve months ended December 31, 2013, according to iResearch. Our Mobile Taobao App has been the most popular mobile commerce app in China by mobile MAUs every month since August 2012, according to iResearch.  Scalable Logistics Platform. We offer sellers on our marketplaces the benefits of a distributed and scalable logistics platform and information system to provide high quality delivery services to sellers and buyers on a large scale. Our platform approach helps to address the requirements of facilitating the delivery of packages across a wide range of product categories from millions of sellers to millions of buyers in dispersed locations across China. The scalability of this network was demonstrated by its success in handling of 156 million packages generated on our Singles Day promotion in 2013 compared to a daily average of 13.7 million packages generated from transactions on our China retail marketplaces in 2013.  Reliable, Scalable and Cost-effective Proprietary Technology. We have developed proprietary technology that is reliable, scalable and cost-effective. Our technology is designed to handle the large volume of transactions on our marketplaces. For example, we successfully processed 254 million orders within 24 hours during our Singles Day promotion on November 11, 2013.  Data Insights. Data from consumer behavior and transactions completed on our marketplaces and interactions among participants in our ecosystem provide us with valuable insights to help us and our sellers improve the buyer experience, operate more efficiently and create innovative products and services.  Third-party Platform Business Model. Our exclusively third-party platform business model allows us to scale rapidly without the risks and capital requirements of sourcing, merchandising and holding inventory borne by direct sales companies. This business model drives our profitability and strong cash flow, which give us the flexibility to further invest in and improve our platform, expand our ecosystem and aggressively invest in people, technology, innovative products and strategically important assets. Our Strategies The key elements of our strategy to grow our business include:  Increase Active Buyers and Wallet Share. In 2013, the average active buyer on our China retail marketplaces placed 49 orders, up from 39 orders in 2012 and 33 orders in 2011. We will continue to develop and market the value proposition of our retail marketplaces to attract new buyers as well as to increase the wallet share of existing buyers through more frequent buying and buying across more product categories. We intend to achieve growth through customer loyalty programs, high quality customer service, marketing and promotional campaigns, and expansion of marketing affiliates, as well as by promoting the usage of our various mobile commerce apps such as our Mobile Taobao App.  Expand Categories and Offerings. We aim to enhance the shopping experience for consumers, increase consumer engagement and create additional opportunities for merchants by developing and promoting additional categories and offerings. We believe that growth in the number of product and service categories and products and services purchased within each category contributes to higher average spending per customer and increases GMV.

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 Extend Our Mobile Leadership. We intend to build upon our strength in mobile commerce to develop a broader spectrum of consumer offerings, such as location-based services, O2O services and digital content, in order to fulfill our vision of becoming central to the everyday lives of our customers. We will also continue to look for ways to increase our mobile user base and engagement through strategic alliances, investments and acquisitions.  Enhance the Success of Sellers on a Broad Basis. We aim to increase the success of a broad base of sellers on our marketplaces by increasing their exposure to relevant buyer demand and providing them with more tools such as data science applications to manage their relationships with customers.  Enhance Data and Cloud Computing Technologies. We will continue to implement our data strategy through the application of data intelligence and deep learning technologies to several fields, including marketplace design, user interface, search, targeted marketing, logistics, location-based services and financial services, among others. In addition, we will continue to invest heavily in our cloud computing platform to support our own businesses and those of third parties.  Develop Cross-border Commerce Opportunities. Our international strategy is focused on leveraging natural cross-border linkages to our ecosystem. For example, we will continue to grow our international business by connecting overseas branded retailers to Chinese consumers (Tmall Global), connecting Chinese suppliers to international retail markets (AliExpress) and international wholesale markets (Alibaba.com). Alibaba Partnership Since our founders first gathered in Jack Mas apartment in 1999, they and our management have acted in the spirit of partnership. We view our culture as fundamental to our success and our ability to serve our customers, develop our employees and deliver long-term value to our shareholders. In July 2010, in order to preserve this spirit of partnership and to ensure the sustainability of our mission, vision and values, we decided to formalize this partnership as Lakeside Partners, named after the Lakeside Gardens residential community where Jack and our other founders started our company. We refer to the partnership as the Alibaba Partnership. We believe that our partnership approach has helped us to better manage our business, with the peer nature of the partnership enabling senior managers to collaborate and override bureaucracy and hierarchy. The Alibaba Partnership currently has 28 members comprised of 22 members of our management and six members of the management of our related companies and affiliates. The partnership operates under principles, policies and procedures that have evolved with our business and are described below. Our partnership is a dynamic body that rejuvenates itself through admission of new partners each year, ensuring excellence, innovation and sustainability. Unlike dual-class ownership structures that employ a high-vote class of shares to concentrate control in a few founders, our approach is designed to embody the vision of a large group of management partners. This structure is our solution for preserving the culture shaped by our founders while at the same time accounting for the fact that founders will inevitably retire from the company.  New partners are elected annually after a nomination process based on a number of criteria including, in most cases, not less than five years of tenure, and that require a 75% approval of all of the partners. Partnership votes are made on a one-partner-one-vote basis.  Partners are evangelists for our mission, vision and values, both within our organization and externally to customers, business partners and other participants in our ecosystem.  We require each partner to maintain a meaningful level of equity interests in our company during such individuals tenure as a partner.

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 The Alibaba Partnership will have the exclusive right to nominate for shareholder approval a simple majority of the members of our board of directors. If an Alibaba Partnership director nominee is not elected by our shareholders or departs our board of directors for any reason, the Alibaba Partnership has the right to appoint a different person to serve as an interim director until our next scheduled annual general meeting of shareholders. Our Challenges We believe some of the major risks and uncertainties that may materially and adversely affect us include the following:  any failure to maintain the trusted status of our ecosystem could severely damage our reputation and brand;  we may not be able to maintain or improve the network effects of our ecosystem;  our operating philosophy may negatively influence our short-term financial performance;  we may not be able to successfully monetize our mobile traffic;  we may not be able to maintain our culture, which has been a key to our success;  we may not be able to innovate or compete effectively;  if the services Alipay provides to us are limited or restricted, our business would be harmed;  we may not be able to sustain our revenue growth rate, and increased investments in our business may negatively affect our margins;  our revenue and net income may be materially and adversely affected by any economic slowdown in China as well as globally;  there are risks and uncertainties associated with our variable interest entity structure; and  the regulatory and legal system in China is complex and developing, and future regulations may impose additional requirements on our business. We also face other challenges, risks and uncertainties that may materially and adversely affect our business, financial condition, results of operations and prospects. You should consider the risks discussed in Risk Factors and elsewhere in this prospectus before investing in our ADSs. Corporate History and Structure We have a demonstrated track record of successful organic business creation since our founding in 1999.  In 1999, we founded Alibaba.com and Alibaba.com.cn, the predecessor of 1688.com.  In 2003, we launched Taobao Marketplace.  In 2004, we established Alipay to address the issue of trust between buyers and sellers online.  In 2007, we launched Alimama, our online marketing technology platform.  In 2008, we launched Tmall to address an increasing consumer need for branded products and a premium shopping experience.  In 2009, we established Alibaba Cloud Computing to handle the increasing data management needs on our platform.

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 In 2010, we launched the Mobile Taobao App. Alibaba Group Holding Limited is a Cayman Islands holding company established on June 28, 1999, and we conduct our business in China through our subsidiaries and variable interest entities. Due to PRC legal restrictions on foreign ownership and investment in, among other areas, value-added telecommunications services, which include Internet content providers, or ICPs, we, similar to all other entities with foreign-incorporated holding company structures operating in our industry in China, operate our Internet businesses and other businesses in which foreign investment is restricted or prohibited in the PRC through wholly-foreign owned enterprises, majority-owned entities and variable interest entities. The relevant variable interest entities, which are 100% owned by PRC citizens or by PRC entities owned by PRC citizens, hold the ICP licenses and operate the various websites for our Internet businesses. Specifically, our variable interest entities are generally majority-owned by Jack Ma, our lead founder, executive chairman and one of our principal shareholders, and minority-owned by Simon Xie, one of our founders and a member of our management. These contractual arrangements collectively enable us to exercise effective control over, and realize substantially all of the economic risks and benefits arising from, the variable interest entities. See Our History and Corporate Structure  Contractual Arrangements among Our Wholly-foreign Owned Enterprises, Variable Interest Entities and the Variable Interest Entity Equity Holders. The contractual arrangements may not be as effective in providing operational control as direct ownership. See Risk Factors  Risks Related to Our Corporate Structure. As a result, we include the financial results of each of the variable interest entities in our consolidated financial statements in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, as if they were our wholly-owned subsidiaries. Other than the ICP licenses and other licenses and approvals for businesses in which foreign ownership is restricted or prohibited held by our variable interest entities, we hold our material assets in, and conduct our material operations through, our wholly-foreign owned and majority foreign owned enterprises, which primarily provide technology and other services to our customers. We generate the significant majority of our revenue directly through our wholly-foreign owned enterprises, which directly capture the profits and associated cash flow from operations without having to rely on contractual arrangements to transfer such cash flow from the variable interest entities to the wholly-foreign owned enterprises. Our Corporate Information The principal executive offices of our main operations are located at 969 West Wen Yi Road, Yu Hang District, Hangzhou 311121, Peoples Republic of China. Our telephone number at this address is +86-571-8502-2077. Our registered office in the Cayman Islands is located at the offices of Trident Trust Company (Cayman) Limited, Fourth Floor, One Capital Place, P.O. Box 847, George Town, Grand Cayman, Cayman Islands. Our agent for service of process in the United States is Corporation Service Company located at 1180 Avenue of the Americas, Suite 210, New York, New York 10036. Our corporate website is www.alibabagroup.com. The information contained in our websites is not a part of this prospectus. Conventions that Apply to this Prospectus Unless the context otherwise requires, references in this prospectus to:  active buyers in a given period are to user accounts that confirmed one or more orders on the relevant marketplace in that period, regardless of whether or not the buyer and seller settle the transaction;

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 active sellers in a given period are to seller accounts (representing storefronts) that had one or more orders confirmed by a buyer on the relevant marketplace in that period and that were active at the end of the period, regardless of whether the buyer or seller settle the transaction;  Alipay are to Alipay.com Co., Ltd., a company with which we have a long-term contractual relationship, and that is a wholly-owned subsidiary of Small and Micro Financial Services Company or, where the context requires, its predecessor entities. We do not have any ownership interest in, or control over, either Small and Micro Financial Services Company or Alipay;  ADRs are to the American depositary receipts, which, if issued, evidence our ADSs;  ADSs are to our American depositary shares, each of which represents ordinary shares;  China and the PRC are to the Peoples Republic of China, excluding, for the purposes of this prospectus only, Taiwan and the special administrative regions of Hong Kong and Macau;  China retail marketplaces are to Taobao Marketplace, Tmall and Juhuasuan, collectively;  GMV are to the value of confirmed orders of products and services on our marketplaces, regardless of how, or whether, the buyer and seller settle the transaction. Unless otherwise stated, GMV in reference to our marketplaces includes only GMV transacted on our China retail marketplaces. Our calculation of GMV for our China retail marketplaces includes shipping charges paid by buyers to sellers and excludes vehicle and property transactions with list prices exceeding RMB500,000 (US$80,432) and any other products or services with list prices above RMB100,000 (US$16,086), as well as transactions conducted by buyers who make purchases exceeding RMB1,000,000 (US$160,865) in the aggregate in a single day;  mobile GMV are to that portion of GMV generated by orders that were confirmed using a mobile app or wireless application protocol, or WAP, website;  mobile MAUs in a given month are to the number of unique mobile devices that were used to visit or access certain of our mobile applications at least once during that month;  O2O are to online-to-offline and offline-to-online commerce;  orders are to each confirmed order from a transaction between a buyer and a seller for products and services on our China retail marketplaces, even if such order includes multiple items, during the specified period, whether or not the transaction is settled;  retail marketplaces are to Taobao Marketplace, Tmall, Juhuasuan and AliExpress, collectively;  RMB and Renminbi are to the legal currency of China;  Small and Micro Financial Services Company are to Zhejiang Alibaba E-Commerce Co., Ltd., a company organized under the laws of the PRC;  SoftBank are to SoftBank Corp., SoftBank BB Corp. and SB China Holdings Pte Ltd., collectively;  tier 1 cities are to the term used by the National Bureau of Statistics of China and refer to Beijing, Shanghai, Shenzhen and Guangzhou;  tier 2 cities are to the 32 major cities, other than tier 1 cities, as categorized by the National Bureau of Statistics of China, including provincial capitals, administrative capitals of autonomous regions, direct-controlled municipalities and other major cities designated as municipalities with independent planning by the State Council;

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 total payment volume are to the total value amount of the transactions from, to or through any service, offering, system or platform of Alipay during the period;  variable interest entities are to our variable interest entities that are 100% owned by PRC citizens or by PRC entities owned by PRC citizens, where applicable, that hold the Internet content provider licenses, or ICP licenses or other business operation licenses or approvals, and generally operate the various websites for our Internet businesses or other businesses in which foreign investment is restricted or prohibited, and are consolidated into our consolidated financial statements in accordance with U.S. GAAP as if they were our wholly-owned subsidiaries;  we, us, our company and our are to Alibaba Group Holding Limited and its consolidated subsidiaries and its affiliated consolidated entities, including our variable interest entities and their subsidiaries;  wholesale marketplaces are to 1688.com and Alibaba.com, collectively;  Yahoo are to Yahoo! Inc. and Yahoo! Hong Kong Holdings Limited, collectively; and  US$, dollars and U.S. dollars are to the legal currency of the United States. Our reporting currency is the Renminbi. This prospectus also contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Unless otherwise stated, all translations of Renminbi into U.S. dollars were made at RMB6.2164 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on March 31, 2014. We make no representation that the Renminbi or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all. On May 2, 2014, the noon buying rate for Renminbi was RMB6.2591 to US$1.00. The number of our ordinary shares that will be outstanding after this offering is calculated based on 2,321,114,237 ordinary shares (which includes conversion of all outstanding convertible preference shares and 12,077,421 issued but unvested restricted shares as of December 31, 2013) outstanding as of December 31, 2013, and excludes:  54,279,500 ordinary shares issuable upon the exercise of outstanding options to purchase ordinary shares as of December 31, 2013;  47,670,100 ordinary shares subject to unvested restricted share units, or RSUs, as of December 31, 2013; and  an additional 77,861,552 ordinary shares reserved for future issuance under our equity incentive plans. Except as otherwise indicated, all information in this prospectus assumes:  the automatic conversion of all outstanding convertible preference shares into 91,243,243 of our ordinary shares concurrently with the completion of this offering;  the filing and effectiveness of our amended and restated memorandum and articles of association, which will occur immediately prior to the completion of this offering; and  no exercise by the underwriters of their option to purchase up to an additional ADSs representing ordinary shares from us and certain selling shareholders.

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THE OFFERING ADSs offered by us ADSs ADSs offered by the selling shareholders ADSs ADSs outstanding immediately after this offering ADSs (or ADSs if the underwriters exercise in full their option to purchase additional ADSs). Ordinary shares outstanding immediately after this offering ordinary shares. Option to purchase additional ADSs We and certain selling shareholders have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to an aggregate of additional ADSs at the initial public offering price, less underwriting discounts and commissions. The ADSs Each ADS represents ordinary shares. The ADSs will be evidenced by ADRs. The depositary will be the holder of the ordinary shares underlying the ADSs and you will have the rights of an ADR holder as provided in the deposit agreement among us, the depositary and holders and beneficial owners of ADSs from time to time. You may surrender your ADSs to the depositary to withdraw the ordinary shares underlying your ADSs. The depositary will charge you a fee for such an exchange. We may amend or terminate the deposit agreement for any reason without your consent. Any amendment that imposes or increases fees or charges or which materially prejudices any substantial existing right you have as an ADS holder will not become effective as to outstanding ADSs until 30 days after notice of the amendment is given to ADS holders. If an amendment becomes effective, you will be bound by the deposit agreement as amended if you continue to hold your ADSs. To better understand the terms of the ADSs, you should carefully read the section in this prospectus entitled Description of American Depositary Shares. We also encourage you to read the deposit agreement, which is an exhibit to the registration statement that includes this prospectus. Use of proceeds We estimate that we will receive net proceeds of approximately US$ million from this offering, assuming an initial public offering price of US$ per ADS, the mid-point of the estimated

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range of the initial public offering price shown on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We plan to use the net proceeds we will receive from this offering for general corporate purposes. We will not receive any of the proceeds from the sale of the ADSs by the selling shareholders. Risk factors See Risk Factors and other information included in this prospectus for a discussion of the risks relating to investing in our ADSs. You should carefully consider these risks before deciding to invest in our ADSs. New York Stock Exchange or Nasdaq

Global Market trading symbol Lock-up We, our executive officers, directors, the selling shareholders and certain of the other holders of our ordinary shares holding in the aggregate % of our ordinary shares have agreed with the underwriters not to sell, transfer or dispose of any ADSs, ordinary shares or similar securities for a period of days after the date of this prospectus subject to certain exceptions. See Shares Eligible for Future Sale and Underwriting. Depositary

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Summary Consolidated Financial and Operating Data The summary consolidated statements of operations data for the years ended March 31, 2012 and 2013, and the summary consolidated balance sheet data as of March 31, 2012 and 2013 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. Our financial statements have been prepared in accordance with U.S. GAAP. The summary consolidated statement of operations data for the nine months ended December 31, 2012 and 2013 and the summary consolidated balance sheet data as of December 31, 2013 have been derived from our unaudited interim consolidated financial statements included elsewhere in this prospectus. The unaudited interim consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and include all normal recurring adjustments that we consider necessary for a fair statement of our financial position and operating results for the periods presented. The following summary consolidated financial data for the periods and as of the dates indicated are qualified by reference to and should be read in conjunction with our consolidated financial statements and related notes and Managements Discussion and Analysis of Financial Condition and Results of Operations, both of which are included elsewhere in this prospectus. Our historical results for any prior period do not necessarily indicate our results to be expected for any future period. Summary Consolidated Statements of Operations Data: Year ended March 31, Nine months ended December 31, 2012 2013 2012 2013 RMB RMB US$ RMB RMB US$ (in millions, except per share data) Revenue China commerce 15,637 29,167 4,692 21,925 35,167 5,657 International commerce 3,765 4,160 669 3,117 3,557 572 Cloud computing and Internet infrastructure 515 650 105 484 560 90 Others 108 540 87 317 1,189 192 Total 20,025 34,517 5,553 25,843 40,473 6,511 Cost of revenue (6,554 ) (9,719 ) (1,563 ) (7,442 ) (9,899 ) (1,592 ) Product development expenses (2,897 ) (3,753 ) (604 ) (2,899 ) (3,893 ) (626 ) Sales and marketing expenses (3,058 ) (3,613 ) (581 ) (3,092 ) (3,267 ) (526 ) General and administrative expenses(1) (2,211 ) (2,889 ) (465 ) (2,344 ) (3,704 ) (596 ) Amortization of intangible assets (155 ) (130 ) (21 ) (105 ) (197 ) (32 ) Impairment of goodwill and intangible assets (135 ) (175 ) (28 ) (175 ) (44 ) (7 ) Yahoo TIPLA amendment payment(2)  (3,487 ) (561 ) (3,487 )   Income from operations 5,015 10,751 1,730 6,299 19,469 3,132 Interest and investment income (loss), net 258 39 6 (25 ) 1,080 174 Interest expense (68 ) (1,572 ) (253 ) (1,113 ) (1,842 ) (296 ) Other income, net 327 894 144 593 1,178 189 Income before income tax and share of results of equity investees 5,532 10,112 1,627 5,754 19,885 3,199

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Year ended March 31, Nine months ended December 31, 2012 2013 2012 2013 RMB RMB US$ RMB RMB US$ (in millions, except per share data) Income tax expenses (842 ) (1,457 ) (234 ) (1,362 ) (1,969 ) (317 ) Share of results of equity investees (25 ) (6 ) (1 ) (9 ) (174 ) (28 ) Net income 4,665 8,649 1,392 4,383 17,742 2,854 Net income attributable to noncontrolling interests (437 ) (117 ) (19 ) (108 ) (29 ) (5 ) Net income attributable to Alibaba Group Holding Limited 4,228 8,532 1,373 4,275 17,713 2,849 Accretion of convertible preference shares  (17 ) (3 ) (9 ) (24 ) (4 ) Dividends accrued on convertible preference shares  (111 ) (18 ) (59 ) (156 ) (25 ) Net income attributable to ordinary shareholders 4,228 8,404 1,352 4,207 17,533 2,820 Earnings per share attributable to ordinary shareholders: Basic 1.71 3.66 0.59 1.80 8.08 1.30 Diluted 1.67 3.57 0.57 1.76 7.63 1.23 Supplemental information:(3) Adjusted EBITDA 7,274 16,607 2,672 11,698 23,845 3,836 Adjusted income from operations 6,269 15,497 2,494 10,820 22,657 3,645 Adjusted net income 5,919 13,395 2,156 8,904 20,930 3,367 Free cash flow 8,752 19,745 3,177 17,389 29,936 4,816 (1) In the nine months ended December 31, 2013, these expenses included an equity-settled donation expense of RMB1,269 million (US$204 million) relating to the grant of options to purchase 50,000,000 of our ordinary shares to a non-profit organization designated by Jack Ma and Joe Tsai. (2) We entered into the Technology and Intellectual Property Licensing Agreement with Yahoo, or the Yahoo TIPLA, in October 2005, pursuant to which we pay royalty fees to Yahoo. We and Yahoo amended the existing TIPLA in September 2012, pursuant to which we made a lump sum payment in the amount of US$550 million, which is reflected as US$561 million in the convenience translation in the table above as a result of the change in the Renminbi to U.S. dollar exchange rate since the date of payment. (3) See  Non-GAAP Measures below. Non-GAAP Measures We use the non-GAAP financial measures of adjusted EBITDA, adjusted income from operations, adjusted net income and free cash flow in evaluating our operating results and for financial and operational decision-making purposes. We believe that adjusted EBITDA, adjusted income from operations and adjusted net income help identify underlying trends in our business that could otherwise be distorted by the effect of the expenses that we exclude in adjusted EBITDA, adjusted income from operations and adjusted net income. We believe that adjusted EBITDA, adjusted income from operations and adjusted net income provide useful information about our operating results, enhance the overall understanding of our past performance and future prospects and allow for greater visibility with respect to key metrics used by our management in its financial and operational decision-making. We consider free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by our business that can be used for strategic corporate transactions, including investing in our new business initiatives, making strategic investments and acquisitions and strengthening our balance sheet. We use free cash flow to manage our business, make planning decisions, evaluate our performance and allocate resources. A limitation of the utility of free cash flow as a measure of

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financial performance is that it does not represent the total increase or decrease in our cash balance for a reporting period. Adjusted EBITDA, adjusted income from operations, adjusted net income and free cash flow should not be considered in isolation or construed as an alternative to net income, cash flows or any other measure of performance or as an indicator of our operating performance. Adjusted EBITDA, adjusted income from operations, adjusted net income and free cash flow presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to our data. Adjusted EBITDA represents income from operations (which excludes interest and investment income (loss), net, interest expense, other income, net, income tax expenses and share of results of equity investees) before (i) certain non-cash expenses, consisting of share-based compensation expense, amortization of intangible assets, depreciation and impairment of goodwill and intangible assets as well as (ii) one-time expense items consisting of the Yahoo TIPLA amendment payment and an equity-settled donation expense that we do not believe are reflective of our core operating performance during the period presented. Adjusted income from operations represents income from operations (which excludes interest income and investment income (loss), net, interest expense, other income, net, income tax expenses and share of results of equity investees) before share-based compensation expense, one-time expense items consisting of the Yahoo TIPLA amendment payment and an equity-settled donation expense that we do not believe are reflective of our core operating performance during the period presented. Adjusted net income represents net income before share-based compensation expense, one-time expense items consisting of the Yahoo TIPLA amendment payment, as well as an equity-settled donation expense. Free cash flow represents net cash provided by operating activities as presented in our consolidated cash flow statement less purchases of property and equipment (excluding acquisition of land use rights for, and construction of, our office campuses in China) and intangible assets, adjusted for changes in loan receivables relating to micro loans of our SME loan business and the Yahoo TIPLA amendment payment. We present the adjustment for changes in loan receivables because such receivables are reflected under cash flow from operating activities, whereas the secured borrowings and other bank borrowings used to finance them are reflected under cash flows from financing activities, and accordingly, the adjustment is made to show cash flows from operating activities net of the effect of changes in loan receivables. The table below sets forth a reconciliation of our income from operations to adjusted EBITDA for the periods indicated: Year ended March 31, Nine months ended December 31, 2012 2013 2012 2013 RMB RMB US$ RMB RMB US$ (in millions) Income from operations 5,015 10,751 1,730 6,299 19,469 3,132 Add: Share-based compensation expense 1,254 1,259 203 1,034 1,919 309 Add: Amortization of intangible assets 155 130 21 105 197 32 Add: Depreciation and amortization of property and equipment and land use rights 715 805 129 598 947 152 Add: Impairment of goodwill and intangible assets 135 175 28 175 44 7 Add: Yahoo TIPLA amendment payment  3,487 561 3,487   Add: Equity-settled donation expense     1,269 204 Adjusted EBITDA 7,274 16,607 2,672 11,698 23,845 3,836

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The following table sets forth a reconciliation of our income from operations to adjusted income from operations for the periods indicated: Year ended March 31, Nine months ended December 31, 2012 2013 2012 2013 RMB RMB US$ RMB RMB US$ (in millions) Income from operations 5,015 10,751 1,730 6,299 19,469 3,132 Add: Share-based compensation expense 1,254 1,259 203 1,034 1,919 309 Add: Yahoo TIPLA amendment payment  3,487 561 3,487   Add: Equity-settled donation expense     1,269 204 Adjusted income from operations 6,269 15,497 2,494 10,820 22,657 3,645 The following table sets forth a reconciliation of our net income to adjusted net income for the periods indicated: Year ended March 31, Nine months ended December 31, 2012 2013 2012 2013 RMB RMB US$ RMB RMB US$ (in millions) Net income 4,665 8,649 1,392 4,383 17,742 2,854 Add: Share-based compensation expense 1,254 1,259 203 1,034 1,919 309 Add: Yahoo TIPLA amendment payment  3,487 561 3,487   Add: Equity-settled donation expense     1,269 204 Adjusted net income 5,919 13,395 2,156 8,904 20,930 3,367 The following table sets forth a reconciliation of net cash provided by operating activities to free cash flow for the periods indicated: Year ended March 31, Nine months ended December 31, 2012 2013 2012 2013 RMB RMB US$ RMB RMB US$ (in millions) Net cash provided by operating activities 9,275 14,476 2,329 12,396 24,579 3,954 Less: Purchase of property, equipment and intangible assets (excluding land use rights and construction in progress) (749 ) (1,046 ) (168 ) (953 ) (3,010 ) (484 ) Add: Changes in loan receivables, net 226 2,828 455 2,459 8,367 1,346 Add: Yahoo TIPLA amendment payment  3,487 561 3,487   Free cash flow 8,752 19,745 3,177 17,389 29,936 4,816

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Summary Consolidated Balance Sheet Data As of March 31, As of December 31, 2012 2013 2013 2013

(Pro forma)(1) 2013

(Pro forma

as adjusted)(2) RMB RMB US$ RMB US$ RMB US$ RMB US$ (in millions) Cash and cash equivalents and short-term investments(3) 21,744 32,686 5,258 48,962 7,876 48,962 7,876 Investment securities and investment in equity investees(4) 2,483 2,426 390 15,311 2,463 15,311 2,463 Property and equipment, net 2,463 3,808 612 5,973 961 5,973 961 Goodwill and intangible assets 11,791 11,628 1,871 13,250 2,131 13,250 2,131 Total assets 47,210 63,786 10,261 107,058 17,222 107,058 17,222 Current bank borrowings 1,283 3,350 539 1,200 193 1,200 193 Secured borrowings  2,098 337 8,884 1,429 8,884 1,429 Redeemable preference shares  5,191 835     Non-current bank borrowings  22,462 3,613 30,226 4,862 30,226 4,862 Total liabilities 12,797 52,740 8,484 72,805 11,712 72,805 11,712 Convertible preference shares  10,447 1,680 10,235 1,647   Total equity(5) 34,383 513 83 23,892 3,843 34,127 5,490 (1) Reflects the automatic conversion of all of our convertible preference shares into 91,243,243 ordinary shares concurrently with the completion of this offering. (2) Reflects (i) the automatic conversion of all of our convertible preference shares into 91,243,243 ordinary shares concurrently with the completion of this offering and (ii) the sale of ordinary shares in the form of ADSs by us in this offering at an assumed initial public offering price of US$ per ADS, the mid-point of the estimated range of the initial public offering price shown on the front cover of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. (3) Includes both cash and cash equivalents and short-term investments, which comprise fixed deposits with original maturities of between three months and one year. (4) Includes both current and non-current investment securities and investment in equity investees. (5) The decrease from March 31, 2012 to March 31, 2013 was primarily due to the repurchase of our ordinary shares from Yahoo in September 2012 and the privatization of Alibaba.com, partially offset by the issuance of ordinary shares to finance the repurchase. Summary Operating Data GMV The following chart sets forth the GMV transacted on our China retail marketplaces and mobile GMV as a percentage of GMV for the periods indicated: Three months ended Jun. 30,

2012 Sep. 30,

2012 Dec. 31,

2012 Mar. 31,

2013 Jun. 30,

2013 Sep. 30,

2013 Dec. 31,

2013 GMV (in billions of RMB) 209 228 346 294 345 374 529 Mobile GMV (as a percentage of GMV) 4.6 % 5.6 % 7.4 % 10.7 % 12.0 % 14.7 % 19.7 %

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Active buyers The following chart sets forth the number of active buyers on our China retail marketplaces for the periods indicated: Twelve months ended Jun. 30,

2012 Sep. 30,

2012 Dec. 31,

2012 Mar. 31,

2013 Jun. 30,

2013 Sep. 30,

2013 Dec. 31,

2013 Active buyers (in millions) 133 145 160 172 185 202 231

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RISK FACTORS

You should consider carefully all of the information in this prospectus, including the risks and uncertainties described below and our consolidated financial statements and related notes, before making an investment in our ADSs. Any of the following risks and uncertainties could have a material adverse effect on our business, financial condition, results of operations and prospects. The market price of our ADSs could decline significantly as a result of any of these risks and uncertainties, and you may lose all or part of your investment. Additional risks or uncertainties not presently known to us or that we currently deem immaterial may also harm our business.

Risks Related to Our Business and Industry

Maintaining the trusted status of our ecosystem is critical to our success, and any failure to do so could severely damage our reputation and brand, which would have a material adverse effect on our business, financial condition and results of operations.

We have established a strong brand name and reputation for our ecosystem in China. Any loss of trust in our platform could harm the value of our brand and result in buyers and sellers ceasing to transact business on our marketplaces as well as participants reducing the level of their commercial activity in our ecosystem, which could materially reduce our revenue and profitability. Our ability to maintain our position as a trusted platform for online and mobile commerce is based in large part upon:

 the reliability and security of our platform;

 the functionality of products and the wide range of services and functionality we make available to participants on our platform;

 the rules governing our marketplaces;

 the quality and breadth of products and services offered by sellers through our marketplaces;

 the strength of our consumer protection measures; and

 our ability to provide reliable and trusted payment and escrow services through our arrangements with our related company Alipay.

We may not be able to maintain and improve the network effects of our ecosystem, which could negatively affect our business and prospects.

Our ability to maintain a healthy and vibrant ecosystem that creates strong network effects between buyers, sellers and other participants is critical to our success. The extent to which we are able to maintain and strengthen these network effects depends on our ability to:

 offer a secure and open platform for all participants;

 provide tools and services that meet the evolving needs of buyers and sellers;

 provide a wide range of high-quality product and service offerings to buyers;

 provide sellers with a high level of traffic flow with strong commercial intent and effective online marketing services;

 enhance the attractiveness of our mobile platform;

 arrange secure and trusted payment settlement and escrow services;

 coordinate fulfillment and delivery services with third-party logistics and delivery companies;

 attract and retain third party service providers who are able to provide quality services on commercially reasonable terms to our sellers;

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 maintain the quality of our customer service; and

 continue adapting to the changing demands of the market.

In addition, changes we may make to enhance and improve our ecosystem and balance the needs and interests of the various participants on our ecosystem may be viewed positively from one participant groups perspective (such as buyers) but may have negative effects from another groups perspective (such as sellers). If we fail to balance the interests of all participants in our ecosystem, buyers, sellers and other participants may stop visiting our marketplaces, conduct fewer transactions or use alternative platforms, any of which could result in a material decrease in our revenue and net income.

Our operating philosophy and interest in maintaining the health of our ecosystem may negatively influence our short-term financial performance.

Consistent with our operating philosophy and focus on the long-term interests of our ecosystem participants, we may take actions that fail to generate short-term financial results and we cannot assure you that these actions will produce long-term benefits. For example, in order to focus on creating a thriving marketplace, we have not introduced a commission-based fee or mandatory fee for Taobao Marketplace. We also share a significant portion of the revenue generated from the Taobao Affiliate Network with our third-party marketing partners. In addition, our efforts relating to our mobile platform have emphasized expanding our user base and enhancing user experience, rather than prioritizing monetization of user traffic on our mobile platform. We also make investments in new products and services that may not provide economic benefits to us in the short-term or at all.

User behavior on mobile devices is rapidly evolving, and if we fail to successfully adapt to these changes, our competitiveness and market position may suffer.

Buyers, sellers and other participants are increasingly using mobile devices in China for a wide range of purposes, including for e-commerce. While a significant and growing portion of participants access our platforms through mobile devices, this area is relatively new and developing rapidly and we may not be able to continue to increase the level of mobile access to and engagement on our marketplaces. The variety of technical and other configurations across different mobile devices and platforms increases the challenges associated with this environment. Our ability to successfully expand the use of mobile devices to access our platform is affected by the following factors:

 our ability to continue to provide compelling commerce platforms and tools in a multi-device environment;

 the quality of our mobile offerings, or mobile-based payment services provided by our related company Alipay;

 our ability to successfully deploy apps on popular mobile operating systems that we do not control, such as iOS and Android;

 our ability to adapt to the device standards used by third-party manufacturers and distributors; and

 the attractiveness of alternative platforms.

If we are unable to attract significant numbers of new mobile buyers and increase levels of mobile engagement, our ability to maintain or grow our business would be materially and adversely affected.

We may not be able to successfully monetize traffic on our mobile platform, which could have a material adverse effect on our business.

An increasing percentage of our users are accessing our marketplaces through mobile devices, a trend that we expect to continue. Our ability to monetize our mobile user traffic is critical to our business and our growth. We face a number of challenges to successfully monetizing our mobile user traffic, including:

 providing marketing services in a compelling and effective manner on mobile devices;

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 developing alternative sources of revenue generated from mobile access to our marketplaces;

 offering a comprehensive user experience on our mobile apps; and

 ensuring that the mobile services we provide are secure and trusted.

If we experience increased use of mobile devices for mobile commerce but are unable to monetize that increased use, our business may not grow or could decline, and our revenues and net income would be materially reduced. For instance, we have chosen not to display as many marketing impressions on our mobile apps as compared to on our personal computer-based websites. Although we do not believe the increasing use of mobile devices to conduct commerce has had an adverse effect on our business, our rapid overall growth may make less apparent any adverse effects of this trend on our near-term financial performance. We expect mobile GMV as a percentage of total GMV will grow and that our monetization rates for mobile interfaces in the near term will be lower than those we have achieved from websites because our current focus is not on maximizing short-term mobile monetization. Going forward we believe our financial results will become increasingly dependent on our ability to monetize the use of mobile devices to access our marketplaces. We expect this trend will have a greater effect on our business to the extent that shopping on mobile devices displaces transactions that could have occurred on personal computers.

We may not be able to maintain our culture, which has been a key to our success.

Since our founding, our culture has been defined by our mission, vision and values, and we believe that our culture has been critical to our success. In particular, our culture has helped us serve the long-term interests of our customers, attract, retain and motivate employees and create value for our shareholders. We face a number of challenges that may affect our ability to sustain our corporate culture, including:

 failure to identify and promote people in leadership positions in our organization who share our culture, values and mission;

 failure to execute a management succession plan to replace our current generation of management leaders;

 the increasing size and geographic diversity of our workforce;

 competitive pressures to move in directions that may divert us from our mission, vision and values;

 the continued challenges of an ever-changing business environment;

 the pressure from the public markets to focus on short-term results instead of long-term value creation;

 the increasing need to develop expertise in new areas of business that affect us; and

 the integration of new personnel and businesses from acquisitions.

If we are not able to maintain our culture or if our culture fails to deliver the long-term results we expect to achieve, our business, financial condition, results of operations and prospects could be materially and adversely affected.

If we are unable to compete effectively, our business, financial condition and results of operations would be materially and adversely affected.

We face intense competition from Chinese and global Internet companies as well as from offline retailers, particularly those establishing online marketplaces. We compete to attract, engage and retain buyers based on the variety and value of products and services listed on our marketplaces, overall user experience and convenience and availability of payment settlement and logistics services. We compete to attract and retain sellers based on our size and the engagement of buyers, and the effectiveness and value of the marketing services we offer. We also compete based on the usefulness of the services we provide, including marketing data and data science, cloud computing services, the availability of supporting services including payment settlement and logistics services and the quality of our customer service. We also compete for motivated and effective talent and personnel, including engineers and product developers that serve critical functions in the development of our products and our ecosystem.

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Our ability to compete depends on a number of other factors as well, some of which may be out of our control, including:

 the timely introduction and market acceptance of the services we offer, compared to those of our competitors;

 our ability to innovate and develop new technologies;

 our ability to maintain and enhance our leading position in mobile commerce in China;

 our ability to benefit from new business initiatives; and

 alliances, acquisitions or consolidations within the Internet industry that may result in stronger competitors.

If we are not able to compete effectively, the GMV transacted on our marketplaces and the user activity level on our platform may decrease significantly, which could materially and adversely affect our business, financial condition and results of operations as well as our brand.

We rely on Alipay to conduct substantially all of the payment processing and escrow services on our marketplaces. Alipays business is highly regulated, and it is also subject to a range of risks. If Alipays services are limited, restricted, curtailed or degraded in any way or become unavailable to us for any reason, our business may be materially and adversely affected.

Alipay is our related company that provides payment processing and escrow services that are critical to our platform. In the twelve months ended December 31, 2013, 78.6% of GMV on our China retail marketplaces was settled through Alipay, and the settlement and escrow services and convenient payment mechanisms provided by Alipay are a critical factor contributing to our success and the development of our ecosystem. Pursuant to our agreement with Alipay, Alipay provides payment services to us on terms preferential to us. See Related Party Transactions  Agreements and Transactions Related to Small and Micro Financial Services Company and its Subsidiaries.

Alipays business is highly regulated, and it is also subject to a number of risks that could materially and adversely affect its ability to provide payment processing and escrow services to us, including:

 increased regulatory focus and the requirement to comply with numerous complex and evolving laws, rules and regulations;

 increasing costs to Alipay, including fees charged by banks to process funds through Alipay, which would also increase our cost of revenues;

 dissatisfaction with Alipays services or lower use of Alipay by consumers and merchants;

 changes to rules or practices applicable to payment card systems that link to Alipay;

 leakage of customers personal information and concerns over the use and security of any collected information;

 system failures or failure to effectively scale the system to handle large and growing transaction volumes;

 failure to manage funds accurately or loss of funds, whether due to employee fraud, security breaches, technical errors or otherwise; and

 failure to manage business and regulatory risks.

Regulators and third parties in China have been increasing their focus on online and mobile payment services, such as those provided by Alipay, and recent regulatory and other developments could reduce the convenience or utility of Alipay users accounts, including the following:

 In March 2014, it was reported that the Peoples Bank of China, or the PBOC, had prepared a further draft of regulations relating to online and mobile payment services. The new draft of the regulations

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includes a number of proposed provisions relating to account management, security measures and other matters. These provisions would, if adopted, prohibit individuals from using the funds in their online and mobile payment accounts with third-party payment providers such as Alipay to make purchases in excess of RMB5,000 (US$804) in any single transaction or over RMB10,000 (US$1,609) in aggregate purchases per month. In addition, these provisions, if adopted, would limit transfers without any underlying e-commerce transaction from an individuals account with third-party payment providers to other accounts to RMB1,000 (US$161) per transaction and RMB10,000 (US$1,609) in aggregate transfers per year. If the draft regulations were to be adopted in their current or similar form, or other limits were imposed on the size of transactions that may be processed through Alipay, the ability of buyers to pay for purchases on our marketplaces using Alipay payment accounts could be materially limited. The draft regulations, however, do not affect Alipays escrow services. Buyers on our marketplaces could continue to pay for purchases through other means, such as online bank transfers and credit cards, and continue to fund their Alipay escrow accounts. So long as payments are not made outside of the Alipay escrow system, we would continue to collect commissions on such purchases if they were made on marketplaces on which we collect commissions. The PBOC has indicated that the purpose of these provisions and other parts of the draft regulations is prudential and that final regulations, including these provisions, would be subject to public consultation and revision.

 In March 2014, certain large commercial banks in China reduced their existing limits on the amounts that may be transferred by automatic payment from customers bank accounts to their linked accounts with third-party payment services. Certain of these banks imposed lower limits on Alipay than on other payment services.

 In April 2014, the China Banking Regulatory Commission, or the CBRC, and the PBOC issued Joint Circular 10, which, effective June 30, 2014, will require commercial banks and other financial institutions in China to conduct additional customer verification procedures prior to establishing an automatic payment link between customers bank accounts and their accounts with third-party payment services, such as Alipay. As of March 31, 2014, Alipay had established automatic payment links with approximately 70% of Alipays active accounts. Once the accounts have been linked, Joint Circular 10 also requires commercial banks and other financial institutions in China to, upon the customers request, adjust any limits imposed on the amounts that may be transferred to the linked accounts. It is unclear how commercial banks and other financial institutions will implement the additional customer verification procedures or the requirement to adjust the transfer limits.

We rely on the convenience and ease of use that Alipay provides to our users. If the quality, utility, convenience or attractiveness of Alipays services declines as a result of these limitations or for any other reason, the attractiveness of our marketplaces could be materially and adversely affected.

If we need to migrate to another third-party payment service for any reason, the transition would require significant time and management resources, and the third-party payment service may not be as effective, efficient or well-received by buyers and sellers on our marketplaces. These third-party payment services also may not provide escrow services, and we may not be able to receive commissions based on GMV transacted through these systems. In addition, we would no longer have the benefit of the terms preferential to us under our commercial agreement with Alipay and would likely be required to pay more for payment processing and escrow services than we are currently paying. There can be no assurance that we would be able to reach agreement with an alternative online payments service on acceptable terms or at all.

Moreover, because of our close association with Alipay and overlapping user base, events that negatively affect Alipay could also negatively affect customers, regulators and other third parties perception of us. In addition, any actual or perceived conflict of interest between us and Alipay or any other related company could also materially harm our reputation as well as our business and prospects.

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If we are not able to continue to innovate or if we fail to adapt to changes in our industry, our business, financial condition and results of operations would be materially and adversely affected.

The Internet industry is characterized by rapidly changing technology, evolving industry standards, new service and product introductions and changing customer demands. Furthermore, our competitors are constantly developing innovations in Internet search, online marketing, communications, social networking and other services to enhance users online experience. We continue to invest significant resources in our infrastructure, research and development and other areas in order to enhance our platform technology and our existing products and services as well as to introduce new high quality products and services that will attract more participants to our marketplaces. The changes and developments taking place in our industry may also require us to re-evaluate our business model and adopt significant changes to our long-term strategies and business plan. Our failure to innovate and adapt to these changes would have a material adverse effect on our business, financial condition and results of operations.

Our business generates and processes a large amount of data, and the improper use or disclosure of such data could harm our reputation as well as have a material adverse effect on our business and prospects.

Our marketplaces and platform generate and process a large quantity of transaction, demographic and behavioral data. We face risks inherent in handling large volumes of data and in protecting the security of such data. In particular, we face a number of challenges relating to data from transactions and other activities on our platform, including:

 protecting the data in and hosted on our system, including against attacks on our system by outside parties or fraudulent behavior by our employees;

 addressing concerns related to privacy and sharing, safety, security and other factors; and

 complying with applicable laws, rules and regulations relating to the collection, use, disclosure or security of personal information, including any requests from regulatory and government authorities relating to such data.

Any systems failure or security breach or lapse that results in the release of user data could harm our reputation and brand and, consequently, our business, in addition to exposing us to potential legal liability.

As we expand our operations, we may be subject to these laws in other jurisdictions where our sellers, buyers and other participants are located. The laws, rules and regulations of other jurisdictions may impose more stringent or conflicting requirements and penalties than those in China, compliance with which could require significant resources and costs. Our privacy policies and practices concerning the collection, use and disclosure of user data are posted on our websites. Any failure, or perceived failure, by us to comply with our posted privacy policies or with any regulatory requirements or privacy protection-related laws, rules and regulations could result in proceedings or actions against us by governmental entities or others. These proceedings or actions may subject us to significant penalties and negative publicity, require us to change our business practices, increase our costs and severely disrupt our business.

We may not be able to maintain or grow our revenue or our business.

We primarily derive our revenue from online marketing services, commissions based on transaction value derived from certain of our marketplaces and fees from the sale of memberships on our wholesale marketplaces, and we have experienced significant growth in our revenue. In particular, our revenue grew 72.4% from fiscal year 2012 to fiscal year 2013, and 56.6% from the nine months ended December 31, 2012 to the nine months ended December 31, 2013.

Our marketing customers are typically brand owners, distributors and merchants who are sellers on our marketplaces. Marketing customers do not have long-term marketing commitments with us. The price a merchant is

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willing to pay for online marketing services generally depends on its expected GMV, profit margins and lifetime value of customers derived from such marketing investment. If those services do not generate the rate of return expected by the seller or rates that are competitive to alternatives, the seller may reduce its spending on the marketing services we offer. In addition, as we currently display fewer marketing impressions on our mobile applications as compared to our personal computer-based applications, our revenue growth rate may be affected by the rising usage of mobile devices.

Sellers on Tmall and Juhuasuan are required to pay a commission typically ranging from 0.5% to 5% of GMV settled through Alipay depending on the product category. If less GMV is transacted through such marketplaces or more GMV is generated from product categories with lower commission rates, or if more transactions are settled directly between buyers and sellers without using Alipays payment processing and escrow services, the commissions we receive from transactions would decrease.

For our wholesale marketplaces, we primarily derive revenues from membership fees. Potential changes in our strategy for monetizing our wholesale marketplaces could result in prolonged reductions in revenue from those marketplaces.

In addition, our revenue growth may slow or our revenues may decline for other reasons, including decreasing consumer spending, increasing competition, slowing growth of the China retail or China online retail industry, changes in government policies or general economic conditions. In addition, our revenue growth rate will likely decline as our revenue grows to higher levels.

Increased investments in our business may negatively affect our margins.

We have experienced significant growth in our profit margins and net income. For example, our operating profit and net income grew 114.4% and 85.4% from fiscal year 2012 to fiscal year 2013, respectively. Our operating profit and net income grew 209.1% and 304.8% from the nine months ended December 31, 2012 to the same period in 2013, respectively. We cannot assure you that we will be able to maintain our growth at these levels, or at all.

Furthermore, we have made, and intend to continue to make, strategic investments and acquisitions to expand our user base, enhance our cloud computing business, add complementary products and technologies and further strengthen our ecosystem. For example, we expect to continue to make strategic investments and acquisitions relating to mobile, O2O services, digital media, category expansion as well as logistics services. Our strategic investments and acquisitions may affect our future financial results, including by decreasing our margins and net income. Historically, our costs have increased each year due to these factors and we expect to continue to incur increasing costs, which may be greater than we anticipate. Increases in our costs may materially and adversely affect our business and profitability and there can be no assurance that we will be able to sustain our net income growth rates or our margins.

Failure to maintain or improve our technology infrastructure could harm our business and prospects.

We are constantly upgrading our marketplaces and platform to provide increased scale, improved performance for both online and mobile use of our platform, additional built-in functionality and additional capacity for our cloud computing services. To adapt to new products and upgrade our ecosystem infrastructure requires significant investment of time and resources, including adding new hardware, updating software and recruiting and training new engineering personnel. Maintaining and improving our technology infrastructure requires significant levels of investment. Adverse consequences could include unanticipated system disruptions, slower response times, impaired quality of buyers and sellers experiences and delays in reporting accurate operating and financial information. For example, on Singles Day, there is significantly higher than normal activity on our marketplaces that our systems must handle. In addition, much of the software and interfaces we use are internally developed and proprietary technology. If we experience problems with the functionality and

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effectiveness of our software or platforms, or are unable to maintain and constantly improve our technology infrastructure to handle our business needs, our business, financial condition, results of operation and prospects, as well as our reputation, could be materially and adversely affected.

The successful operation of our business depends upon the performance and reliability of the Internet infrastructure in China.

Our business depends on the performance and reliability of the Internet infrastructure in China. Almost all access to the Internet is maintained through state-owned telecommunication operators under the administrative control and regulatory supervision of the Ministry of Industry and Information Technology of China. In addition, the national networks in China are connected to the Internet through state-owned international gateways, which are the only channels through which a domestic user can connect to the Internet outside of China. We may not have access to alternative networks in the event of disruptions, failures or other problems with Chinas Internet infrastructure. In addition, the Internet infrastructure in China may not support the demands associated with continued growth in Internet usage.

The failure of telecommunications network operators to provide us with the requisite bandwidth could also interfere with the speed and availability of our websites. We have no control over the costs of the services provided by the national telecommunications operators. If the prices that we pay for telecommunications and Internet services rise significantly, our gross margins could be adversely affected. In addition, if Internet access fees or other charges to Internet users increase, our user traffic may decrease, which in turn may significantly decrease our revenues.

Our ecosystem could be disrupted by network interruptions.

Our ecosystem depends on the efficient and uninterrupted operation of our computer and communications systems. Substantially all of our computer hardware and our cloud computing services is currently located in China. In addition, a large number of sellers maintain their enterprise resource planning, or ERP, and customer relationship management, or CRM, systems on our cloud computing platform, which contains substantial quantities of data relating to their accounts, transaction data, buyer information and other data that enables sellers to operate and manage their businesses. Although we have prepared for contingencies through redundancy measures and disaster recovery plans, such preparation may not be sufficient and we do not carry business interruption insurance. Despite any precautions we may take, the occurrence of a natural disaster, such as an earthquake, flood or fire, or other unanticipated problems at our facilities in China, including power outages, telecommunications delays or failures, break-ins to our systems or computer viruses, could result in delays or interruptions to our marketplaces and platforms, loss of our and customers data and business interruption for us and our customers. Any of these events could damage our reputation, significantly disrupt our operations and the operations of the sellers and other participants in our ecosystem and subject us to liability, which could materially and adversely affect our business, financial condition and results of operations.

Our sellers use third-party logistics and delivery companies to fulfill and deliver their orders. If these logistics and delivery companies fail to provide reliable delivery services, or our logistics information platform were to malfunction, suffer an outage or otherwise fail, our business and prospects, as well as our financial condition and results of operations, may be materially and adversely affected.

We cooperate with a number of third-party logistics and delivery companies to help our sellers fulfill orders and deliver their products to buyers. We have established a logistics information platform that is operated by China Smart Logistics, our 48%-owned affiliate, that links our information system to those of our logistics partners. Interruptions to or failures in these third-parties logistics and delivery services, or in our logistics information platform, could prevent the timely or proper delivery of products to buyers, which would harm the reputation of our marketplaces and our ecosystem. These interruptions may be due to events that are beyond our control or the control of these logistics and delivery companies, such as inclement weather, natural disasters, transportation disruptions or labor unrest. These logistics and delivery services could also be affected or

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interrupted by industry consolidation, insolvency or government shut-downs. We do not have agreements with logistics and delivery companies that require them to offer services to our sellers. The sellers on our marketplaces may not be able to find alternative logistics and delivery companies to provide logistics and delivery services in a timely and reliable manner, or at all. If the logistics information platform we use were to fail for any reason, our logistics providers would be severely hindered from or unable to connect with our sellers, and their services and the functionality of our ecosystem could be severely affected. If the products sold on our marketplaces are not delivered in proper condition, on a timely basis or at shipping rates that marketplace participants are willing to bear, our business and prospects, as well as our financial condition and results of operations could be materially and adversely affected.

If third-party service providers on our ecosystem fail to provide reliable or satisfactory services, our business, financial condition and results of operations may be materially and adversely affected.

In addition to the services provided to our ecosystem by Alipay and logistics providers, a number of third-party participants, including marketing affiliates, retail operational partners, independent software vendors, or ISVs, and various professional service providers, also provide services to sellers. We do not have any agreements that require these third-party participants to provide services to sellers. To the extent these third-party service providers are unable to provide satisfactory services to sellers on commercially acceptable terms or at all or if we fail to retain existing or attract new quality service providers to our marketplaces, our ability to retain or attract sellers and buyers may be severely limited, which may have a material and adverse effect on our business, financial condition and results of operations.

We depend on key management as well as experienced and capable personnel generally, and any failure to attract, motivate and retain our staff could severely hinder our ability to maintain and grow our business.

Our future success is significantly dependent upon the continued service of our key executives and other key employees. If we lose the services of any member of management or key personnel, we may not be able to locate suitable or qualified replacements, and may incur additional expenses to recruit and train new staff, which could severely disrupt our business and growth. In particular, Jack Ma, our lead founder, executive chairman and one of our principal shareholders, has been crucial to the development of our culture and strategic direction.

In addition, we have a number of employees, including many members of management, whose equity ownership in our company could give them a substantial amount of personal wealth following our initial public offering. As a result, it may be difficult for us to continue to retain and motivate these employees, and this wealth could affect their decisions about whether or not they continue to remain with us. If we are unable to motivate or retain these employees, our business may be severely disrupted and our prospects could suffer.

The size and scope of our ecosystem also require us to hire and retain a wide range of effective and experienced personnel who can adapt to a dynamic, competitive and challenging business environment. We will need to continue to attract and retain experienced and capable personnel at all levels as we expand our business and operations. Competition for talent in the PRC Internet industry is intense, and the availability of suitable and qualified candidates in China is limited. Competition for these individuals could cause us to offer higher compensation and other benefits to attract and retain them. Even if we were to offer higher compensation and other benefits, there is no assurance that these individuals will choose to join or continue to work for us. Any failure to attract or retain key management and personnel could severely disrupt our business and growth.

Security breaches and attacks against our systems and network, and any potentially resulting breach or failure to otherwise protect confidential and proprietary information, could damage our reputation and negatively impact our business, as well as materially and adversely affect our financial condition and results of operations.

Although we have employed significant resources to develop our security measures against breaches, our cybersecurity measures may not detect or prevent all attempts to compromise our systems, including distributed

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denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches or other attacks and similar disruptions that may jeopardize the security of information stored in and transmitted by our systems or that we otherwise maintain. Breaches of our cybersecurity measures could result in unauthorized access to our systems, misappropriation of information or data, deletion or modification of client information, or a denial-of-service or other interruption to our business operations. As techniques used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against us or our third-party service providers, we may be unable to anticipate, or implement adequate measures to protect against, these attacks.

We have in the past and are likely again in the future to be subject to these types of attacks, although to date no such attack has resulted in any material damages or remediation costs. If we are unable to avert these attacks and security breaches, we could be subject to significant legal and financial liability, our reputation would be harmed and we could sustain substantial revenue loss from lost sales and customer dissatisfaction. We may not have the resources or technical sophistication to anticipate or prevent rapidly evolving types of cyber-attacks. Cyber-attacks may target us, our sellers, buyers or other participants, or the communication infrastructure on which we depend. Actual or anticipated attacks and risks may cause us to incur significantly higher costs, including costs to deploy additional personnel and network protection technologies, train employees, and engage third-party experts and consultants. Cybersecurity breaches would not only harm our reputation and business, but also could materially decrease our revenue and net income.

Our failure to manage the growth of our business and operations could harm us.

Our business has become increasingly complex, both in the types of businesses we operate and their scale. We have significantly expanded our headcount, office facilities and infrastructure, and anticipate that further expansion in certain areas and geographies will be required. This expansion increases the complexity of our operations and places a significant strain on our management, operational and financial resources. We must continue to effectively hire, train and manage new employees. If our new hires perform poorly or if we are unsuccessful in hiring, training, managing and integrating new employees, our business, financial condition and results of operations may be materially harmed.

Moreover, our current and planned personnel, systems, procedures and controls may not be adequate to support our future operations. To effectively manage the expected growth of our operations and personnel, we will need to continue to improve our transaction processing, operational and financial systems, procedures and controls, which could be particularly challenging as we acquire new operations with different and incompatible systems. These efforts will require significant managerial, financial and human resources. We cannot assure you that we will be able to effectively manage our growth or to implement all these systems, procedures and control measures successfully. If we are not able to manage our growth effectively, our business and prospects may be materially and adversely affected.

We face risks relating to our acquisitions, investments and alliances.

We have recently acquired and invested in a significant number of businesses, technologies, services and products in recent years and have a number of pending investments and acquisitions that are subject to closing conditions. See Managements Discussion and Analysis of Financial Condition and Results of Operations  Recent Investment, Acquisition and Strategic Alliance Activities. We expect to continue to evaluate and consider a wide array of potential strategic transactions as part of our overall business strategy, including business combinations, acquisitions and dispositions of businesses, technologies, services, products and other assets, as well as strategic investments and alliances. At any given 