Alibaba Group (NYSE: BABA) plans 10% buyback, director votes
Rhea-AI Filing Summary
Alibaba Group Holding Limited has convened a virtual annual general meeting for September 22, 2026 to seek shareholder approval for several key mandates and governance items.
The agenda includes a Share Issuance Mandate authorizing the board, until the next annual meeting, to issue or deal with up to 10% of issued ordinary shares (excluding any treasury shares), including in ADS form, at no more than a 10% discount to a defined Benchmarked Price. A parallel Share Repurchase Mandate would permit buybacks of up to 10% of outstanding shares, with repurchased stock either cancelled or held as treasury shares, alongside an existing US$65.0 billion repurchase program effective through March 2027. Shareholders will also vote separately on re‑electing Maggie Wei Wu, Kabir Misra and Weijian Shan as directors, and on appointing PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers as U.S. and Hong Kong auditors, respectively, with estimated audit fees of RMB90 million for the year ending March 31, 2027. Ordinary share holders vote directly, while ADS holders instruct Citibank, N.A., which votes the underlying shares.
Positive
- None.
Negative
- None.
Filing Explained
The meeting seeks authority, not approval of a new transaction; the stated ceiling is 1,917,498,891 shares, alongside separately reported buybacks.
This Form 6-K furnishes Alibaba’s annual-meeting notice, proxy statement and proxy form.
The share issuance and repurchase mandates remain proposals for the
Based on 19,174,988,918 ordinary shares outstanding excluding treasury shares as of
The company separately reports that its existing repurchase program bought 3,916,729 ADSs during the six months before
The filing says full exercise of the proposed repurchase mandate could materially affect working capital or gearing compared with the audited
Key Figures
Key Terms
weighted voting rights structure regulatory
Benchmarked Price financial
Takeovers Code regulatory
ADS Voting Card financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
When is Alibaba Group (BABA) holding its 2026 annual general meeting and how will it be conducted?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 Under
the Securities Exchange Act of 1934
For the month of August, 2026
Commission File Number: 001-36614
Alibaba Group Holding Limited
(Registrant’s name)
26/F Tower One, Times Square
1 Matheson Street
Causeway Bay
Hong Kong S.A.R.
People’s Republic of China
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F Form 40-F
EXHIBITS
Exhibit 99.1 – Notice of Annual General Meeting
Exhibit 99.2 – Proxy Statement for Annual General Meeting
Exhibit 99.3 – Proxy Form for Annual General Meeting
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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ALIBABA GROUP HOLDING LIMITED |
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Date: August 6, 2026 |
By: |
/s/ Kevin Jinwei ZHANG |
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Name: |
Kevin Jinwei ZHANG |
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Title: |
Company Secretary
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Exhibit 99.1
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.
We have one class of shares, and each holder of our shares is entitled to one vote per share. As the Alibaba Partnership’s director nomination rights are categorized as a weighted voting rights structure (the “WVR structure”) under the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange (the “Hong Kong Listing Rules”), we are deemed as a company with a WVR structure. Shareholders and prospective investors should be aware of the potential risks of investing in a company with a WVR structure. Our American depositary shares, each representing eight of our shares, are listed on the New York Stock Exchange in the United States under the symbol BABA.
ALIBABA GROUP HOLDING LIMITED
阿里巴巴集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(NYSE Trading Symbol: BABA;
Hong Kong Stock Code: 9988 (HKD Counter) and 89988 (RMB Counter))
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting (the “General Meeting”) of Alibaba Group Holding Limited (the “Company” or “we”) will be held on September 22, 2026 at 8:00 p.m., Hong Kong Time, or 8:00 a.m., New York Time.
The General Meeting will be held virtually by electronic means. Holders of the Company’s Ordinary Shares and American depositary shares (“ADSs”) as of the relevant record date (as detailed below) are cordially invited to attend, for holders of Ordinary Shares, a live webcast of the General Meeting (the “Ordinary Shares Virtual Meeting”), and for holders of ADSs, a separate virtual meeting (the “ADS Virtual Meeting” and together with the Ordinary Shares Virtual Meeting, the “Virtual Meetings”).
Please see below for further details and instructions on sending your proxy forms or voting instructions, and accessing and attending the Virtual Meetings. Please note that holders of ADSs are not able to attend and vote at the General Meeting, and should instruct Citibank, N.A., the holder of record for all the Ordinary Shares represented by the ADSs (through a nominee), as to how to vote the Ordinary Shares represented by their ADSs, as described below.
You can review and download this meeting notice, the proxy statement and the proxy form at the “Investor Relations – Annual General Meeting” section of the Company’s website at www.alibabagroup.com/en/ir/agm, or request a paper or e-mail copy of the proxy statement and other proxy materials, free of charge, by e-mail to shareholdermeeting@alibaba-inc.com. Unless otherwise defined herein, capitalized terms used in this meeting notice shall have the same meanings as those defined in the proxy statement, which is incorporated by reference into and a part of this notice.
AGENDA
The General Meeting will be held for the purposes of considering, and if thought fit, passing the below matters by ordinary resolutions (which require a simple majority of the votes cast at the General Meeting), and considering and transacting such other business as may properly come before the General Meeting or any adjournment or adjournments thereof.
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Proposal 1: Share Issuance Mandate – grant the Board a general mandate, until the next annual general meeting of the Company, to issue, allot and/or otherwise deal with additional Ordinary Shares not exceeding 10% of the number of issued Ordinary Shares (excluding any Treasury Shares) as of the date of the General Meeting.
Proposal 2: Share Repurchase Mandate – grant the Board a general mandate, until the next annual general meeting of the Company, to repurchase Ordinary Shares not exceeding 10% of the number of issued Ordinary Shares of the Company (excluding any Treasury Shares) as of the date of the General Meeting.
Proposal 3: Election of Directors – elect, as separate resolutions, each of Maggie Wei WU, Kabir MISRA and Weijian SHAN as directors, to serve until the Company’s 2029 annual general meeting.
Proposal 4: Appointment of Independent Registered Public Accounting Firms – appoint PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers as the Company’s U.S. and Hong Kong independent registered public accounting firms, respectively, until the next annual general meeting of the Company.
Further details of the above proposals are set out in the proxy statement.
RECORD DATES AND QUORUM
Holders of Ordinary Shares
The Board has fixed the close of business on August 5, 2026, Hong Kong Time, as the record date of Ordinary Shares (the “Ordinary Shares Record Date”). Holders of record of the Company’s Ordinary Shares as of the Ordinary Shares Record Date are entitled to attend and vote at the General Meeting and any adjourned meeting thereof or send their proxy forms or voting instructions in advance.
Holders of ADSs
Holders of record of the Company's ADSs as of the close of business on August 5, 2026, New York Time (the “ADS Record Date”), who wish to exercise their voting rights for the underlying Ordinary Shares represented by the ADSs must give voting instructions to Citibank, N.A., the depositary of the ADSs.
Quorum
One or more shareholders holding in aggregate not less than one-third of the voting power of the Ordinary Shares in issue carrying a right to vote at the General Meeting, present in person or by proxy, or if a corporation or other non-natural person, by its duly authorized representative or proxy, and entitled to vote, shall be quorum for all purposes.
VOTING AND SOLICITATION
Each Ordinary Share issued and outstanding as of the close of business on the Ordinary Shares Record Date is entitled to one vote at the General Meeting. Each resolution put to the vote at the General Meeting will be decided by poll. For the avoidance of doubt, holders of record of Treasury Shares held by the Company, if any, shall not be entitled to vote (or, if
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and to the extent that holder of any such Treasury Shares is entitled to vote, shall abstain from voting) at the General Meeting.
Copies of solicitation materials will be furnished to all holders of Ordinary Shares and ADSs, including banks, brokerage houses, fiduciaries and custodians holding in their names Ordinary Shares or ADSs beneficially owned by others, to forward to those beneficial owners.
Voting by Holders of Ordinary Shares
If you hold Ordinary Shares directly, you are encouraged to send us the proxy form, which is incorporated by reference into and a part of this notice. When proxy forms are properly dated, executed and returned by holders of Ordinary Shares to the mailing or e-mail address set forth in the proxy form before 8:00 p.m., Hong Kong Time, on September 20, 2026 (the deadline for the return of such proxy forms), the Ordinary Shares they represent will be voted by the proxy holder at the General Meeting, or at any adjournment thereof, in accordance with the instructions of the shareholder. If no specific instructions are given in such proxy forms, the proxy holder will vote in such proxy holder’s discretion. The proxy holder will also vote in such proxy holder’s discretion on any other matters that may properly come before the General Meeting, or at any adjournment thereof. Where any holder of Ordinary Shares affirmatively abstains from voting on any particular resolution, the votes attaching to such Ordinary Shares will not be included or counted in the determination of the number of Ordinary Shares present and voting for the purpose of determining whether such resolution has been passed (but they will be counted for the purpose of determining the quorum, as described above). Holders of record of Ordinary Shares may also attend and vote at the General Meeting. Please see information about attending the General Meeting below.
If you hold Ordinary Shares indirectly through a brokerage firm, bank or other financial institution, you must return a voting instruction form to your brokerage firm, bank or other financial institution. Please separately contact your brokerage firm, bank or other financial institution for information on how to vote or attend the General Meeting.
Voting by Holders of ADSs
As the holder of record for all the Ordinary Shares represented by the ADSs (through a nominee), only Citibank, N.A., in its capacity as depositary of the ADSs, may attend and vote those Ordinary Shares at the General Meeting.
We have requested Citibank, N.A., as depositary of the ADSs, to distribute to all holders of record of ADSs as of the ADS Record Date, the notice of the General Meeting and an ADS voting card (“ADS Voting Card”), which is incorporated by reference into and a part of this notice. Upon the timely receipt from any holders of record of ADSs of voting instructions in the manner specified, Citibank, N.A. will endeavor, to the extent practicable and legally permissible, to vote or cause to be voted the number of Ordinary Shares represented by the ADSs in accordance with such voting instructions. Under the terms of the deposit agreement for the ADSs (the “Deposit Agreement”), Citibank, N.A. will not vote or attempt to exercise the right to vote other than in accordance with such voting instructions or such deemed instructions as further described in the paragraphs below.
There is no guarantee that a holder of ADSs will receive the materials described above with sufficient time to enable such holder to return voting instructions to Citibank, N.A. in a timely manner, in which case the Ordinary Shares underlying the ADSs may not be voted in accordance with the wishes of the holder of ADSs.
If an ADS Voting Card is missing voting instructions, Citibank, N.A. shall deem the holder of the ADSs in question to have instructed Citibank, N.A. to vote in favor of the items set forth in the ADS Voting Card. If an ADS Voting Card
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contains conflicting voting instructions as to any issue to be voted on at the General Meeting, Citibank, N.A. shall deem the holder of the ADSs in question to have instructed Citibank, N.A. to abstain from voting on such issue.
If no timely instructions are received by Citibank, N.A. from a holder of ADSs by 10:00 a.m. New York Time, September 16, 2026, Citibank, N.A. will deem such holder of ADSs to have instructed it to give a discretionary proxy to a person designated by the Company to vote the Ordinary Shares represented by such holder’s ADSs, unless the Company has informed Citibank, N.A. that (x) the Company does not wish such proxy to be given, (y) substantial opposition exists, or (z) the rights of holders of Ordinary Shares may be materially adversely affected, in each case in accordance with the terms of the Deposit Agreement.
Revocability of Proxies and ADS Voting Cards
Any proxy given by a holder of Ordinary Shares by means of a proxy form, and any voting instructions given by a holder ADSs by means of an ADS Voting Card, pursuant to this solicitation may be revoked: (a) for holders of Ordinary Shares or ADSs, by such holder submitting a written notice of revocation or a fresh proxy form or fresh ADS Voting Card, as the case may be, bearing a later date, which must be received by the deadlines for returning the proxy forms or ADS Voting Cards set forth above, or (b) for holders of Ordinary Shares only, by such holder attending the General Meeting and voting in person.
If you hold Ordinary Shares indirectly, please contact your brokerage firm, bank or other financial institution for information about how to revoke your voting instructions.
Voting Deadlines
Your vote is important. You are urged to complete, sign, date and return the proxy form to us (for those who hold Ordinary Shares directly), your voting instructions to your brokerage firm, bank or other financial institutions (for those who hold Ordinary Shares indirectly) or your ADS Voting Card to Citibank, N.A. (for holders of ADSs) as promptly as possible and before the prescribed deadline if you wish to exercise your voting rights.
If you hold Ordinary Shares directly, we must receive your duly completed, signed and dated proxy form by no later than 8:00 p.m., Hong Kong Time, on September 20, 2026 to ensure your representation at the General Meeting.
If you hold Ordinary Shares indirectly, please contact your brokerage firm, bank or other financial institution for the relevant voting deadline.
For holders of ADSs, Citibank, N.A. must receive your ADS Voting Card by no later than 10:00 a.m., New York Time, on September 16, 2026 to enable the votes attaching to the Ordinary Shares represented by your ADSs to be cast at the General Meeting.
ACCESSING THE VIRTUAL MEETINGS
Holders of Ordinary Shares as of the Ordinary Shares Record Date may attend the General Meeting through accessing the Ordinary Shares Virtual Meeting. Holders of ADSs as of the ADS Record Date may attend the ADS Virtual Meeting. Attendees of the Virtual Meetings may submit questions online. Due to the time limit, only selected questions will be answered at the discretion of the chairman of the meeting.
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Ordinary Shares Virtual Meeting
Only holders of record of Ordinary Shares as of the Ordinary Shares Record Date are entitled to attend and vote at the General Meeting. Those who hold the Company’s Ordinary Shares indirectly should contact their brokerage firm, bank or other financial institution for further information on how to attend and vote at the General Meeting.
Registered holders of Ordinary Shares (i.e., those who hold Ordinary Shares directly) and non-registered holders of Ordinary Shares (i.e., those who hold Ordinary Shares indirectly) can attend, vote and raise questions at the General Meeting through online access by visiting the website – https://meetings.computershare.com/Alibaba2026AGM (the “Online Platform”). By logging in on the Online Platform, Shareholders will be able to view a live webcast of the General Meeting, submit questions, and cast votes in real-time. The Company strongly encourages holders of Ordinary Shares to attend, participate and vote at the General Meeting by visiting the Online Platform. The Online Platform will be open for login 30 minutes before the commencement of the General Meeting and can be accessed with Internet connection by a smart phone, tablet device or computer.
If shareholders have any enquiries pertaining to the arrangements for the Ordinary Shares Virtual Meeting, or the registration process, please contact the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, as follows:
Computershare Hong Kong Investor Services Limited
17M Floor, Hopewell Centre 183 Queen’s Road East
Wanchai, Hong Kong
Telephone: +852 2862 8555
Facsimile: +852 2865 0990
Website: www.computershare.com/hk/contact
Login details for registered holders of Ordinary Shares
Login details to access the Online Platform will be included in the Company’s notification letter dispatched to the registered holders of Ordinary Shares together with this meeting notice and related documents by the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited.
Login details for non-registered holders of Ordinary Shares
Non-registered holders of Ordinary Shares who wish to attend and vote at the General Meeting using the Online Platform should:
Login details to access the Online Platform will be sent by the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, one day prior to the General Meeting, to the email address of the non-registered holders of Ordinary Shares provided by the intermediary.
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Login details for proxies
In the event that any holder of Ordinary Shares appoints any person other than the representatives of the Company as set forth in the proxy form to be their proxy, login details to access the Online Platform will be sent by the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, to the email address of such proxy provided in the returned proxy form.
Voting
The Online Platform permits a split vote on a resolution. A holder of Ordinary Shares (both registered and non-registered) entitled to more than one vote need not cast all of his/her/its votes and does not have to vote his/her/its shares in the same way. In the case of a proxy, the proxy can vote such number of shares and in a way in respect of which he/she has been appointed as a proxy.
The Company encourages holders of Ordinary Shares to exercise their right to vote at the General Meeting by appointing the representatives of the Company as set forth in the proxy form as their proxy.
Where there are joint registered holders of any Ordinary Share(s), any one of such persons may vote at the General Meeting, either through Online Platform or by proxy, in respect of such Ordinary Share(s) as if he/she is solely entitled to, but if more than one of such joint holders is present at the General Meeting through Online Platform only one device is allowed per login or by proxy. For the avoidance of doubt, holders of Treasury Shares (if any) are not entitled to vote at the General Meeting.
ADS Virtual Meeting
Holders of ADSs will not be able to vote through the ADS Virtual Meeting. Therefore, even if you plan on attending and accessing the ADS Virtual Meeting, please send in your ADS Voting Card in advance.
Holders of ADSs may access the ADS Virtual Meeting at https://www.virtualshareholdermeeting.com/alibaba26. This website will be accessible on or shortly after the date of the proxy statement.
To log into the ADS Virtual Meeting, you will need a unique 16-digit control code, which the holders of ADSs will receive in the mail. With your 16-digit control code, you will be able to submit questions through the ADS Virtual Meeting prior to the meeting and in real-time during the meeting.
ANNUAL REPORT
You may obtain a copy of the Company’s annual report on Form 20-F and/or Hong Kong annual report, free of charge, from the Company’s website at www.alibabagroup.com/en/ir/home, or by contacting Alibaba Group Holding Limited, 26/F Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong, attention: Investor Relations, telephone: +852 2215-5100, e-mail: investor@alibaba-inc.com.
By order of the Board
Kevin Jinwei ZHANG
Company Secretary
Hong Kong, China
August 6, 2026
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As at the date of this document, our board of directors comprises Mr. Joseph C. TSAI as the chairman, Mr. Eddie Yongming WU, Mr. J. Michael EVANS and Ms. Maggie Wei WU as directors, and Mr. Jerry YANG, Ms. Wan Ling MARTELLO, Mr. Weijian SHAN, Ms. Irene Yun-Lien LEE, Mr. Albert Kong Ping NG and Mr. Kabir MISRA as independent directors.
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Exhibit 99.2
This document shall also serve as a circular to holders of the ordinary shares of Alibaba Group Holding Limited for the purposes of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”).
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.
We have one class of shares, and each holder of our shares is entitled to one vote per share. As the Alibaba Partnership’s director nomination rights are categorized as a weighted voting rights structure (the “WVR structure”) under the Hong Kong Listing Rules, we are deemed as a company with a WVR structure. Shareholders and prospective investors should be aware of the potential risks of investing in a company with a WVR structure. Our American depositary shares, each representing eight of our shares, are listed on the New York Stock Exchange (the “NYSE”) in the United States under the symbol BABA.
ALIBABA GROUP HOLDING LIMITED
阿里巴巴集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(NYSE Trading Symbol: BABA;
Hong Kong Stock Code: 9988 (HKD Counter) and 89988 (RMB Counter))
26/F Tower One, Times Square
1 Matheson Street, Causeway Bay
Hong Kong SAR, China
PROXY STATEMENT
SECTION 1. OVERVIEW
The board of directors (the “Board”) of Alibaba Group Holding Limited (the “Company” or “we”) is soliciting proxies for the annual general meeting of shareholders of the Company (the “General Meeting”) to be held on September 22, 2026 at 8:00 p.m., Hong Kong Time, or 8:00 a.m., New York Time. The General Meeting will be held virtually by electronic means.
We are submitting the following proposals to the General Meeting for our shareholders’ approval, in each case by ordinary resolution requiring a simple majority of the votes cast at the General Meeting:
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Please see below for further information on the above proposals. For information on attending and voting at the meeting, please refer to the Notice of Annual General Meeting, which is incorporated by reference into and as a part of this proxy statement.
You can review and download this proxy statement, the meeting notice and the proxy form at the “Investor Relations – Annual General Meeting” section of the Company’s website at www.alibabagroup.com/en/ir/agm, or request a paper or e-mail copy of these proxy materials, free of charge, by e-mail to shareholdermeeting@alibaba-inc.com.
SECTION 2. PROPOSALS TO THE GENERAL MEETING
Proposal 1: Share Issuance Mandate (Ordinary Resolution)
In order to give us the flexibility to issue our ordinary shares, par value US$0.000003125 per share (“Ordinary Shares”) (including in the form of American depositary shares, each representing eight Ordinary Shares (“ADSs”)), where appropriate, the Board has proposed that the shareholders of the Company grant the Share Issuance Mandate to the Board to issue, allot and/or otherwise deal with additional Ordinary Shares (including in the form of ADSs) of the Company (including any sale or transfer of Ordinary Shares repurchased and held by the Company as treasury shares (“Treasury Shares”)) not exceeding 10% of the number of issued Ordinary Shares (excluding any Treasury Shares) as of the date of the General Meeting. Any additional Ordinary Shares to be issued or allotted pursuant to this Share Issuance Mandate shall not be at a discount of more than 10% (with 20% being the maximum permitted under the Hong Kong Listing Rules) to the Benchmarked Price as described below.
For the purposes of this Share Issuance Mandate, the Benchmarked Price means the price which is the higher of:
As of August 5, 2026, being the latest practicable date prior to the printing of this proxy statement for ascertaining certain information for inclusion herein (the “Latest Practicable Date”), the Company had an aggregate of 19,174,988,918 Ordinary Shares in issue (excluding any Treasury Shares). For illustration purposes only and on the assumption that the number of issued Ordinary Shares remains unchanged between the Latest Practicable Date and the date of the General Meeting, the Company would be allowed under the proposed Share Issuance Mandate to issue or resell (in the case of Treasury Shares) a maximum of 1,917,498,891 Ordinary Shares (including in the form of ADSs) of the Company.
If the Company repurchases Ordinary Shares (including in the form of ADSs) pursuant to the Share Repurchase Mandate as set out in proposal 2 below, the Company may, as permitted under the applicable laws and regulations (including the Hong Kong Listing Rules), (i) cancel the repurchased Ordinary Shares and/or (ii) hold such Ordinary Shares as Treasury Shares, subject to market conditions and the capital management needs of the Company at the relevant time such repurchases of Ordinary Shares are made. Any sale or transfer of such Treasury Shares will be subject to this Share Issuance Mandate and made in accordance with the applicable laws and regulations, including the Hong Kong Listing Rules.
The Share Issuance Mandate shall be effective from the date of the General Meeting until the earlier of (i) the conclusion of the next annual general meeting of the Company, or (ii) the passing of an ordinary resolution by shareholders of the Company in a general meeting revoking or varying the Share Issuance Mandate (the “Issuance Period”).
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” GRANTING THE SHARE ISSUANCE MANDATE TO THE BOARD TO ISSUE, ALLOT AND/OR OTHERWISE DEAL WITH ADDITIONAL ORDINARY SHARES (INCLUDING IN THE FORM OF ADSs) OF THE COMPANY (INCLUDING ANY SALE
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OR TRANSFER OF TREASURY SHARES) DURING THE ISSUANCE PERIOD NOT EXCEEDING 10% OF THE NUMBER OF ISSUED ORDINARY SHARES OF THE COMPANY (EXCLUDING TREASURY SHARES) AS OF THE DATE OF PASSING OF THIS ORDINARY RESOLUTION AND ANY ORDINARY SHARES TO BE ISSUED AND ALLOTTED PURSUANT TO THIS MANDATE SHALL NOT BE AT A DISCOUNT OF MORE THAN 10% TO THE BENCHMARKED PRICE.
Proposal 2: Share Repurchase Mandate (Ordinary Resolution)
In order to give us the flexibility to repurchase Ordinary Shares (including in the form of ADSs) where appropriate, the Board has proposed that the shareholders of the Company grant the Share Repurchase Mandate to the Board to repurchase our Ordinary Shares (including in the form of ADSs) not exceeding 10% of the number of issued Ordinary Shares as of the date of the General Meeting (excluding any Treasury Shares). For illustration purposes only and on the assumption that the number of issued Ordinary Shares remains unchanged between the Latest Practicable Date and the date of the General Meeting, the Company would be allowed under the proposed Share Repurchase Mandate to repurchase a maximum of 1,917,498,891 Ordinary Shares (including in the form of ADSs) of the Company.
The Share Repurchase Mandate shall be effective from the date of the General Meeting until the earlier of (i) the conclusion of the next annual general meeting of the Company, or (ii) the passing of an ordinary resolution by shareholders of the Company in a general meeting revoking or varying the Share Repurchase Mandate (the “Repurchase Period”).
If the Company repurchases Ordinary Shares (including in the form of ADSs) pursuant to the Share Repurchase Mandate, the Company may, as permitted under the applicable laws and regulations (including the Hong Kong Listing Rules), (i) cancel the repurchased Ordinary Shares and/or (ii) hold such Ordinary Shares as Treasury Shares, subject to market conditions and the capital management needs of the Company at the relevant time such repurchases of Ordinary Shares are made. Any sale or transfer of such Treasury Shares will be subject to the Share Issuance Mandate as set out in proposal one and made in accordance with the applicable laws and regulations, including the Hong Kong Listing Rules.
An explanatory statement as required under the Hong Kong Listing Rules, giving certain information regarding the Share Repurchase Mandate, is attached as Exhibit A hereto.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” GRANTING THE SHARE REPURCHASE MANDATE TO THE BOARD TO REPURCHASE ORDINARY SHARES (INCLUDING IN THE FORM OF ADSs) OF THE COMPANY DURING THE REPURCHASE PERIOD NOT EXCEEDING 10% OF THE NUMBER OF ISSUED ORDINARY SHARES OF THE COMPANY (EXCLUDING TREASURY SHARES) AS OF THE DATE OF PASSING OF THIS ORDINARY RESOLUTION.
Proposal 3: Election of Directors (each an Ordinary Resolution)
The term of office of three of the ten directors of the Company will expire at the General Meeting. These three directors have been nominated for re-election at the General Meeting.
According to Article 88 of the currently effective Memorandum and Articles, the Board is divided into three groups designated as Group I, Group II and Group III, with as nearly equal a number of directors in each group as possible. Currently, the Board consists of three Group I directors, four Group II directors and three Group III directors. The current term of office of the Group III directors, consisting of Maggie Wei WU, Kabir MISRA and Weijian SHAN will expire at the General Meeting.
Pursuant to Articles 88 and 90 of the currently effective Memorandum and Articles, (1) the Company’s nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”) has nominated Mr. Misra and Mr. Shan, and (2) the Alibaba Partnership has nominated Ms. Wu, in each case for election as a Group III director, to serve for a term of office to expire at the Company’s 2029 general meeting, or until such director’s successor is elected or appointed, or his or her earlier resignation or removal.
Pursuant to Article 91 of the currently effective Memorandum and Articles, if a director nominee is not elected by the Company’s shareholders, the party or group entitled to nominate or appoint that director has the right to appoint a different person to serve as an interim director until the Company’s next annual general meeting of shareholders.
Assuming all of the abovementioned director nominees are elected as directors at the General Meeting, the Board will continue to comprise a majority of independent directors. For more information on our directors, including their attendance,
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please see our latest annual report available on our website and the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the U.S. Securities and Exchange Commission (www.sec.gov).
The election of each director nominee who has been nominated for election at the General Meeting will be proposed and voted on as a separate resolution, and the resolutions to elect each such director nominee shall be independent of the resolutions to elect any other director nominee. Holders of Ordinary Shares and holders of ADSs may cast their votes in respect of any resolution to elect a director nominee differently from how they vote on any other resolution to elect any other director nominee.
Information About the Director Nominees
In reviewing the composition of the Board and any potential director candidates, the Nominating and Corporate Governance Committee considers multiple aspects of such candidates, such as professional skills and experiences, culture and diversity (including age, gender and cultural background), among other factors with reference to the principles and criteria set out in the Company’s corporate governance guidelines.
Mr. Misra has served as our director since September 2020 and our independent director since February 2023, and is currently a member of our Compensation Committee and Compliance and Risk Committee. Mr. Shan has served as our independent director since March 2022, and is currently a member of our Audit Committee. Ms. Wu, who is nominated by the Alibaba Partnership, has served as our director since September 2020, and is currently a member of our Sustainability Committee and our Capital Management Committee.
In nominating each of Mr. Misra and Mr. Shan for election as a director at the General Meeting, the Nominating and Corporate Governance Committee has considered, among others, the following factors:
The Nominating and Corporate Governance Committee has also considered the following: (i) Mr. Misra and Mr. Shan have been actively attending and participating in meetings of the Board and have discharged their duties as independent directors by providing independent, balanced and objective views in relation to the Company’s matters; and (ii) each of Mr. Misra and Mr. Shan has the relevant international experience, business exposure and qualifications in the relevant industries in which the Company conducts its businesses. Moreover, Mr. Misra and Mr. Shan have gained in-depth insight into our operations and various initiatives during their tenure and therefore are well-positioned to offer their perspectives and advice. As a result of their comprehensive understanding of the Company’s operations and the macro-environment in which the Company operates, the Company is able to benefit from their valuable insights in forming long-term business strategies.
Based on the above, the Board believes that the directorships in the Company of each of the director nominees will continue to provide valuable contributions to the Board.
Biographical information relating to the director nominees is set forth below.
Name |
Age |
Position/Title |
Maggie WU1 |
58 |
Director |
Kabir MISRA2 |
57 |
Independent Director |
Weijian SHAN2 |
72 |
Independent Director |
4
Maggie WU has been our director since September 2020. Ms. Wu joined our company in July 2007 as chief financial officer of Alibaba.com. She served as our chief financial officer from May 2013 to March 2022 and our head of strategic investments from June 2019 to March 2022. Since April 1, 2025, she is no longer involved in the day-to-day executive management of the Group but continues to contribute her experience and insight to the Company as a director. She was voted the best CFO in FinanceAsia’s annual poll for Asia’s Best Managed Companies in 2010. In 2018, she was named as one of the world’s 100 most powerful women by Forbes. Before joining Alibaba, Ms. Wu was an audit partner at KPMG in Beijing. Ms. Wu is a member of the Association of Chartered Certified Accountants (ACCA). She received a bachelor’s degree in accounting from Capital University of Economics and Business.
Kabir MISRA has been our director since September 2020, and was redesignated as our independent director since February 2023. Mr. Misra is currently a managing partner at RPS Ventures, a venture capital firm in Los Altos, CA, which invests in emerging technology companies. Prior to October 2018, Mr. Misra was a managing partner at SoftBank Investment Advisors (which manages SoftBank Vision Fund) and SoftBank Capital. He worked with SoftBank from 2006 to 2022 (as advisor from 2018 to 2022) and assisted Mr. Masayoshi Son with our company, and his duties as one of our directors, since before our IPO. Mr. Misra also represented SoftBank at various points on the boards of its investee companies, including other e-commerce and payments companies in Asia and the U.S.. Prior to joining SoftBank, Mr. Misra worked as an investment banker in the U.S. and Hong Kong. Mr. Misra is currently also an independent director of PayActiv and Cargomatic. He received a Bachelor of Arts degree in Economics from Harvard University and a master’s degree in business administration from the Stanford Graduate School of Business.
Weijian SHAN has been our director since March 2022. He is the executive chairman and a co-founder of PAG, a leading private equity firm in Asia. Between 1998 and 2010, he was a partner of the private equity firm TPG and co-managing partner of TPG Asia (formerly known as Newbridge Capital). Previously, he was a managing director of JP Morgan, where he was concurrently the chief representative for China between 1993 and 1998. He was an assistant professor at the Wharton School of the University of Pennsylvania between 1987 and 1993. Mr. Shan is a Trustee of the British Museum. He is also a member of the International Advisory Council of Hong Kong Exchanges and Clearing Limited. He served as an independent director of Singapore-listed Wilmar International Limited between 2018 and 2021, and director of Nasdaq-listed iQiyi, Inc between 2022 and 2025. He holds an M.A. and a Ph.D. from the University of California, Berkeley, and an M.B.A. from the University of San Francisco. He graduated with a major in English from the Beijing Institute of Foreign Trade (currently the Beijing University of International Business and Economics).
Save as disclosed above, there are no other matters concerning each of the director nominees that need to be brought to the attention of the shareholders in connection with his or her re-election or to be disclosed pursuant to Rule 13.51(2) of the Hong Kong Listing Rules in relation to his or her re-election as a director.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION TO THE BOARD OF DIRECTORS OF EACH OF THE ABOVEMENTIONED
NOMINEES.
Proposal 4: Approval of Appointments of Independent Registered Public Accounting Firms of the Company (Ordinary Resolution)
The Company’s audit committee (the “Audit Committee”) proposes to approve the appointments of PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers as the Company’s U.S. and Hong Kong independent registered public accounting firms, respectively, until the conclusion of the next annual general meeting of the Company. The estimated audit fees for the year ending March 31, 2027 payable by the Company will be RMB90 million. The estimate has taken into account, among other things, the historic fees of the auditor, the expected audit scope resources required to be committed by the auditor given the Company’s business scale and the industry in which the Company operates. The actual audit fees remain subject to the mutual agreement between the auditor and the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF APPOINTMENTS OF PRICEWATERHOUSECOOPERS ZHONG TIAN LLP AND PRICEWATERHOUSECOOPERS AS THE U.S. AND HONG KONG INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS OF THE COMPANY, RESPECTIVELY, UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF THE COMPANY AND FOR THE BOARD TO DETERMINE THEIR REMUNERATION.
5
SECTION 3. OTHER MATTERS
This proxy statement, for which the directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. The directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this proxy statement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this proxy statement misleading.
We know of no other matters to be submitted to the General Meeting. If any other matters properly come before the General Meeting, it is the intention of the persons named in the form of proxy to vote the Ordinary Shares they represent as the Board may recommend.
By order of the Board
Kevin Jinwei ZHANG
Company Secretary
Hong Kong, China
August 6, 2026
As at the date of this document, our board of directors comprises Mr. Joseph C. TSAI as the chairman, Mr. Eddie Yongming WU, Mr. J. Michael EVANS and Ms. Maggie Wei WU as directors, and Mr. Jerry YANG, Ms. Wan Ling MARTELLO, Mr. Weijian SHAN, Ms. Irene Yun-Lien LEE, Mr. Albert Kong Ping NG and Mr. Kabir MISRA as independent directors.
6
EXHIBIT A
EXPLANATORY STATEMENT
This explanatory statement contains all the information required pursuant to Rule 10.06(1)(b) of the Hong Kong Listing Rules.
As of the Latest Practicable Date, the total number of Ordinary Shares in issue (excluding Treasury Shares) was 19,174,988,918. Subject to the passing of the Share Repurchase Mandate, for illustration purposes only, on the assumption that no further Ordinary Shares are issued or repurchased between the Latest Practicable Date and the date of the General Meeting, the Company would be allowed under the Share Repurchase Mandate to repurchase a maximum of 1,917,498,891 Ordinary Shares during the Repurchase Period. Taking into consideration the Ordinary Shares that may be issued or repurchased between the Latest Practicable Date and the date of the General Meeting, the actual maximum number of Ordinary Shares allowed under the Share Repurchase Mandate (if passed) will be disclosed in the poll results announcement to be published after the General Meeting.
The directors believe that it is in the best interests of the Company and its shareholders as a whole to have a general authority from its shareholders to enable the directors to repurchase the Ordinary Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value attributable per Ordinary Share to the shareholders and/or earnings per Ordinary Share and will only be made when the directors believe that such a repurchase will benefit the Company and its shareholders.
Repurchases of Ordinary Shares must be funded out of funds legally available for such purpose in accordance with our Memorandum and Articles, the Hong Kong Listing Rules and all applicable laws and regulations of the Cayman Islands.
In the event that the Share Repurchase Mandate was to be exercised in full at any time during the Repurchase Period, there might be a material adverse impact on the working capital and/or gearing position of the Company as compared with the position of the Company as disclosed in the audited financial statements for the year ended March 31, 2026 contained in the fiscal year 2026 annual report of the Company. However, the directors do not propose to exercise the Share Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital and/or the gearing levels which in the opinion of the directors are from time to time appropriate for the Company.
The highest and lowest prices at which the Ordinary Shares were traded on the Hong Kong Stock Exchange during each of the previous 12 months up to the Latest Practicable Date were as follows:
|
Highest |
Lowest |
August 2025 |
126.00 |
114.60 |
September 2025 |
178.00 |
128.10 |
October 2025 |
186.20 |
153.00 |
A-1
EXHIBIT A
EXPLANATORY STATEMENT
|
Highest |
Lowest |
November 2025 |
166.30 |
146.90 |
December 2025 |
160.10 |
141.60 |
January 2026 |
174.20 |
141.00 |
February 2026 |
167.90 |
142.20 |
March 2026 |
140.50 |
117.70 |
April 2026 |
138.40 |
117.50 |
May 2026 |
144.00 |
120.00 |
June 2026 |
131.20 |
88.65 |
July 2026 |
121.00 |
92.50 |
August 1, 2026 up to the Latest Practicable Date |
129.20 |
120.10 |
The directors will exercise the power of the Company to make repurchases pursuant to the Share Repurchase Mandate and in accordance with the Hong Kong Listing Rules as well as the applicable laws of the Cayman Islands. Neither this explanatory statement nor any proposed repurchase pursuant to the Share Repurchase Mandate has any unusual features.
None of the directors nor, to the best of their knowledge having made all reasonable enquires, their close associates, have any present intention to sell any Ordinary Shares to the Company under the Share Repurchase Mandate if such is approved by the shareholders.
No core connected persons of the Company have notified the Company that they have a present intention to sell Ordinary Shares to the Company, or have undertaken not to do so, in the event that the Share Repurchase Mandate is approved by the shareholders.
If the Company repurchases Ordinary Shares (including in the form of ADSs) pursuant to the Share Repurchase Mandate, the Company may (i) cancel the repurchased Ordinary Shares and/or (ii) hold such Ordinary Shares as Treasury Shares, subject to market conditions and the capital management needs of the Company at the relevant time such repurchases of Ordinary Shares are made. Any sale or transfer of such Treasury Shares will be subject to the Share Issuance Mandate as set out in proposal 1 and made in accordance with the applicable laws and regulations, including the Hong Kong Listing Rules.
For any Treasury Shares deposited with the Central Clearing and Settlement System used within the market system of Hong Kong Exchanges and Clearing Limited (“CCASS”), the Company shall (i) procure its broker not to give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings of the Company for the Treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the Treasury Shares from CCASS, and either re-register them in its own name as Treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders’ rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Ordinary Shares were registered in its own name as Treasury Shares.
A-2
EXHIBIT A
EXPLANATORY STATEMENT
If on the exercise of the power to repurchase Ordinary Shares pursuant to the Share Repurchase Mandate, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 26 of the Code on Takeovers and Mergers and Share Buy-backs published by the Securities and Futures Commission of Hong Kong (the “Takeovers Code”).
As a result, a shareholder or group of shareholders acting in concert, depending on the level of increase in the shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
Save as aforesaid, the Board is not aware of any consequences which would arise under the Takeovers Code as a result of an exercise of the Share Repurchase Mandate.
In May 2019, our Board authorized a share repurchase program which has been upsized and extended a number of times by our Board since then. Most recently, in February 2024, our Board authorized a further upsize of our share repurchase program to US$65.0 billion which is effective through March 2027.
In the six months immediately preceding the Latest Practicable Date, the Company purchased a total of 3,916,729 ADSs on the NYSE, details of which are as follow:
Date of purchases |
Number of ADSs purchased |
Highest price paid (price per ADS) |
Lowest price paid (price per ADS) |
June 22, 2026 |
119,061 |
106.53 |
103.98 |
June 23, 2026 |
121,817 |
103.50 |
101.85 |
June 24, 2026 |
124,000 |
101.65 |
99.16 |
June 25, 2026 |
130,800 |
97.59 |
94.78 |
June 26, 2026 |
131,920 |
95.66 |
93.16 |
June 29, 2026 |
525,435 |
97.28 |
94.45 |
June 30, 2026 |
520,406 |
96.87 |
94.41 |
July 01, 2026 |
507,165 |
99.42 |
96.17 |
July 02, 2026 |
520,200 |
97.91 |
95.19 |
July 06, 2026 |
513,590 |
97.96 |
96.42 |
July 07, 2026 |
509,535 |
99.70 |
97.40 |
July 08, 2026 |
183,700 |
109.80 |
105.77 |
July 09, 2026 |
9,100 |
109.99 |
108.93 |
A-3
Exhibit 99.3
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF ALIBABA GROUP HOLDING LIMITED FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 22, 2026
The undersigned holder of Ordinary Shares of Alibaba Group Holding Limited, a Cayman Islands company (the “Company”), hereby acknowledges receipt of the notice of annual general meeting of shareholders and proxy statement, each dated August 6, 2026, and hereby appoints each of Joseph C. TSAI, Eddie Yongming WU, Sara Siying YU or Kevin Jinwei ZHANG or (email address: ) as proxy, with full power to each of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the annual general meeting of shareholders of the Company to be held virtually by electronic means on September 22, 2026 at 8:00 p.m., Hong Kong Time, or 8:00 a.m., New York Time (the “General Meeting”), and at any adjournment or adjournments thereof, and to vote all Ordinary Shares which the undersigned would be entitled to vote if then and there personally present, on the matters set forth below (i) as specified by the undersigned below and (ii) in the discretion of the proxy holder upon such other business as may properly come before the meeting, all as set forth in the notice of annual general meeting and in the proxy statement available for review and download on the Company’s website www.alibabagroup.com/en/ir/agm. Unless otherwise defined herein, capitalized terms used in this proxy shall have the same meanings as those defined in the proxy statement.
This proxy is given in respect of Ordinary Shares registered in the name of the undersigned.
Note: A holder of Ordinary Shares who is entitled to more than one vote need not cast all their votes in the same way. In respect of any of the proposals set out below, the undersigned shareholder may instruct the proxy holder to vote some or all of the shares either “for” or “against” any resolution and/or to “abstain” from voting, and the proxy holder will then cast such votes in respect of those proposals in such different ways as instructed by the undersigned shareholder. In this case, please specify in the voting boxes below the number of shares in respect of which the proxy holder is to vote “for” or “against” or to “abstain” in respect of each proposal. If no such numbers are specified, the proxy holder will cast all of the votes for the Ordinary Shares in respect of which this proxy is given either “for”, “against” or “abstained”, as indicated.
The Ordinary Shares in respect of which this proxy form is given (when properly executed and delivered to the mailing or e-mail address set forth below) will be voted by the proxy holder in the manner directed herein by the undersigned shareholder. If no direction is made, the Ordinary Shares in respect of which this proxy form is given will be voted in the proxy holder’s discretion for the following proposals:
AS ORDINARY RESOLUTIONS
PROPOSAL 1: to grant a general mandate to the Board to issue, allot and/or otherwise deal with the additional Ordinary Shares (including in the form of ADSs) of the Company (including any sale or transfer of Treasury Shares) during the Issuance Period not exceeding 10% of the number of issued Ordinary Shares of the Company (excluding Treasury Shares) as of the date of passing of this ordinary resolution and any Ordinary Shares to be issued and allotted pursuant to this mandate shall not be at a discount of more than 10% to the Benchmarked Price, as detailed in the proxy statement.
FOR |
AGAINST |
ABSTAIN |
□ |
□ |
□ |
PROPOSAL 2: to grant a general mandate to the Board to repurchase Ordinary Shares (including in the form of ADSs) of the Company during the Repurchase Period not exceeding 10% of the number of issued Ordinary Shares of the Company (excluding Treasury Shares) as of the date of passing of this ordinary resolution, as detailed in the proxy statement.
FOR |
AGAINST |
ABSTAIN |
□ |
□ |
□ |
PROPOSAL 3: to elect each of the following director nominees to serve on the Board.
|
FOR |
AGAINST |
ABSTAIN |
Maggie Wei WU1 |
□ |
□ |
□ |
Kabir MISRA1 |
□ |
□ |
□ |
Weijian SHAN1 |
□ |
□ |
□ |
PROPOSAL 4: to approve the appointments of PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers as the U.S. and Hong Kong independent registered public accounting firms of the Company, respectively, until the conclusion of the next annual general meeting of the Company and for the Board to determine their remuneration.
FOR |
AGAINST |
ABSTAIN |
□ |
□ |
□ |
Dated: , 2026 Shareholder Name: |
Names of other joint owners (if any): |
|
|
||
Signature |
|
|
If you are a current or former employee of the Company or one of its affiliates, please provide your employee ID:
_________________________________________
This proxy form must be signed by the person registered as the holder of the Ordinary Shares in the register of members as at the close of business on August 5, 2026, Hong Kong Time, or his or her attorney duly authorized in writing or, in the case the appointer is a corporation, must be either under seal or executed under the hand of an officer or attorney or other person duly authorized to sign the same.
If two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the Company’s register of shareholders in respect of the relevant shares. The senior holder should sign this form, but the names of all other joint holders should be stated in the space provided above.
Please send the completed and signed proxy form to us (i) by mail, to 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, or (ii) by e-mail, to Alibaba.proxy@computershare.com.hk.
This proxy form must be received no later than 8:00 p.m., Hong Kong Time, on September 20, 2026 to ensure your representation at the General Meeting.