{"url_path":"/sec/bbaay/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1577552/0001193125-26-231755-index.html","accession_number":"0001193125-26-231755","cik":"0001577552","ticker":"BABA","issuer_name":"Alibaba Group Holding Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1577552/0001193125-26-231755-index.html","primary_entity_key":"0001577552","primary_entity_name":"Alibaba Group Holding Ltd"},"word_count":2641,"has_tables":true,"body_markdown":"ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES\n\nA.\nDebt Securities\n\nNot applicable.\n\nB.\nWarrants and Rights\n\nNot applicable.\n\n194\n\n[Table of Contents](#toc_page)\n\n \n\nC.\nOther Securities\n\nNot applicable.\n\nD.\nAmerican Depositary Shares\n\nFees Paid by Our ADS Holders\n\nAs an ADS holder, you will be required to pay the following service fees to the depositary, Citibank, N.A.:\n\nPersons depositing or withdrawing\nshares or ADS holders must pay:\n\n \n\nFor:\n\nUp to US$5.00 per 100 ADSs (or fraction thereof)\n\n•\nIssuance of ADSs upon deposit of Shares (excluding issuances as a result of distributions of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADSs).\n\n \n\n•\nDelivery of Shares against surrender of ADSs.\n\n \n\n•\nDistribution of cash dividends or other cash distributions.\n\n \n\n•\nDistribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADSs.\n\n \n\n•\nDistribution of securities other than ADSs or rights to purchase additional ADSs.\n\nUp to US$5.00 per 100 ADSs (or fraction thereof) per calendar year\n\n•\nADS services\n\nAs an ADS holder you will also be responsible to pay certain fees and expenses incurred by the depositary and certain taxes and governmental charges such as:\n\n•\ntaxes (including applicable interest and penalties) and other governmental charges;\n\n•\nfees for the transfer and registration of Shares charged by the registrar and transfer agent for the Shares in the Cayman Islands (i.e., upon deposit and withdrawal of Shares);\n\n•\nexpenses incurred for converting foreign currency into U.S. dollars;\n\n•\nexpenses for cable, telex and fax transmissions and for delivery of securities;\n\n•\nfees and expenses as are incurred by the depositary in connection with compliance with applicable exchange control regulations;\n\n•\ncable, telex and facsimile transmission and delivery expenses as expressly provided in the Deposit Agreement; and\n\n•\nfees and expenses incurred in connection with the delivery or servicing of Shares on deposit.\n\nDepositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary bank by the brokers (on behalf of their clients) receiving the newly issued ADSs from the depositary bank and by the brokers (on behalf of their clients) delivering the ADSs to the depositary bank for cancellation. The brokers in turn charge these fees to their clients. Depositary fees payable in connection with distributions of cash or securities to ADS holders and the depositary services fee are charged by the depositary bank to the holders of record of ADSs as of the applicable ADS record date.\n\nThe Depositary fees payable for cash distributions are generally deducted from the cash being distributed. In the case of distributions other than cash (e.g., stock dividend, rights), the depositary bank charges the applicable fee to the ADS record date holders concurrent with the distribution. In the case of ADSs registered in the name of the investor (whether certificated or uncertificated in direct registration), the depositary bank sends invoices to the applicable record date ADS holders. In the case of ADSs held in brokerage and custodian accounts (via DTC), the depositary bank generally collects its fees through the systems provided by DTC (whose nominee is the registered holder of the ADSs held in DTC) from the brokers and custodians holding ADSs in their DTC accounts. The brokers and custodians who hold their clients’ ADSs in DTC accounts in turn charge their clients’ accounts the amount of the fees paid to the depositary banks.\n\n195\n\n[Table of Contents](#toc_page)\n\n \n\nIn the event of refusal to pay the depositary fees, the depositary bank may, under the terms of the Deposit Agreement, refuse the requested service until payment is received or may set off the amount of the depositary fees from any distribution to be made to the ADS holder.\n\nNote that the fees and charges you may be required to pay may vary over time and may be changed by us and by the depositary. You will receive prior notice of these changes.\n\nFees and Payments from the Depositary to Us\n\nOur depositary has agreed to share with us certain fees payable to the depositary by holders of ADSs. For fiscal year 2026, the depositary shared with us US$29 million, after deduction of applicable U.S. taxes.\n\nConversion between ADSs and Shares\n\nDealings and Settlement of Shares in Hong Kong\n\nOur Shares trade on the Hong Kong Stock Exchange in board lots of 100 Shares. Dealings in our Shares on the Hong Kong Stock Exchange are conducted in Hong Kong dollars. Following the launch of Hong Kong Dollar - Renminbi Dual Counter Model by the Hong Kong Stock Exchange, our shares are also traded in Renminbi (RMB) with stock code “89988” under the RMB counter since June 19, 2023.\n\nThe transaction costs of dealings in our Shares on the Hong Kong Stock Exchange include:\n\n•\nHong Kong Stock Exchange trading fee of 0.00565% of the consideration of the transaction, charged to each of the buyer and seller;\n\n•\nSFC transaction levy of 0.0027% of the consideration of the transaction, charged to each of the buyer and seller;\n\n•\nAccounting and Financial Reporting Council transaction levy of 0.00015% of the consideration of the transaction, charged to each of the buyer and seller;\n\n•\ntransfer deed stamp duty of HK$5.00 per transfer deed (if applicable), payable by the seller;\n\n•\nad valorem stamp duty at a total rate of 0.2% of the consideration for, or (if greater) the value of, the Shares transferred, with 0.1% payable by each of the buyer and seller;\n\n•\nstock settlement fee, which is currently 0.002% of the gross transaction value, subject to a minimum fee of HK$2.00 and a maximum fee of HK$100.00 per side per trade;\n\n•\nbrokerage commission, which is freely negotiable with the broker; and\n\n•\nthe Hong Kong Share Registrar will charge HK$2.50 (or such higher fee as may from time to time be permitted under the Hong Kong Listing Rules), for each transfer of Shares from one registered owner to another, each share certificate canceled or issued by it and any applicable fee as stated in the share transfer forms used in Hong Kong.\n\nInvestors must settle their trades executed on the Hong Kong Stock Exchange through their brokers directly or through custodians. For an investor who has deposited his or her Shares in his or her stock account or in his or her designated Central Clearing and Settlement System participant’s stock account maintained with the Central Clearing and Settlement System, or CCASS, settlement will be effected in CCASS in accordance with the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. For an investor who holds the physical certificates, settlement certificates and the duly executed transfer forms must be delivered to his or her broker or custodian before the settlement date.\n\n196\n\n[Table of Contents](#toc_page)\n\n \n\nConversion between Shares Trading in Hong Kong and ADSs\n\nIn connection with the listing of our Shares on the Hong Kong Stock Exchange, we have established a branch register of members in Hong Kong, or the Hong Kong share register, which is maintained by our Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited. Our principal register of members, or the Cayman share register, is maintained by our Principal Share Registrar.\n\nAll Shares offered in our Hong Kong public offering are registered on the Hong Kong share register in order to be listed and traded on the Hong Kong Stock Exchange. As described in further detail below, holders of Shares registered on the Hong Kong share register are able to convert these Shares into ADSs, and vice versa.\n\nIn connection with the Hong Kong public offering, and to facilitate fungibility and conversion between ADSs and Shares and trading between the NYSE and the Hong Kong Stock Exchange, we moved a portion of our issued Shares that are represented by ADSs from our Cayman share register to our Hong Kong share register.\n\nOur ADSs\n\nOur ADSs are traded on the NYSE. Dealings in our ADSs on the NYSE are conducted in U.S. Dollars.\n\nADSs may be held either:\n\n•\ndirectly, by having a certificated ADS, or an American Depositary Receipt, or ADR, registered in the holder’s name, or by holding in the direct registration system, pursuant to which the depositary may register the ownership of uncertificated ADSs, which ownership shall be evidenced by periodic statements issued by the depositary to the ADS holders entitled thereto; or\n\n•\nindirectly, through the holder’s broker or other financial institution.\n\nThe depositary for our ADSs is Citibank, N.A., whose office is located at 388 Greenwich Street, New York, New York 10013, United States. The depositary’s custodian in Hong Kong is Citibank, N.A. – Hong Kong branch, whose office is located at 9/F Citi Tower, One Bay East, 83 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong.\n\nConverting Shares Trading in Hong Kong into ADSs\n\nAn investor who holds Shares registered in Hong Kong and who intends to convert them to ADSs to trade on the NYSE must deposit or have his or her broker deposit the Shares with the depositary’s Hong Kong custodian, Citibank, N.A. – Hong Kong branch, or the custodian, in exchange for ADSs.\n\nA deposit of Shares trading in Hong Kong in exchange for ADSs involves the following procedures:\n\n•\nIf Shares have been deposited with CCASS, the investor must transfer Shares to the depositary’s account with the custodian within CCASS by following the CCASS procedures for transfer and submit and deliver a duly completed and signed conversion form to the depositary (hkadroperations@citi.com) via his or her broker.\n\n•\nIf Shares are held outside CCASS, the investor must arrange to deposit his or her Shares into CCASS for delivery to the depositary’s account with the custodian within CCASS, submit and deliver a request for conversion form to the custodian and after duly completing and signing such conversion form, deliver such conversion form to the custodian.\n\n•\nUpon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, if applicable, the depositary will issue the corresponding number of ADSs in the name(s) requested by an investor and will deliver the ADSs to the designated DTC account of the person(s) designated by an investor or his or her broker.\n\n•\nThe investor (or one of its agents) must deliver a certification to the depositary that (i) the shareholder is not the company or an affiliate of the company, or acting on behalf of the company or one of its affiliates, (ii) the deposited shares are not “restricted securities” (as defined in the Deposit Agreement), and (iii) the deposited shares were acquired in either (a) an open market transaction executed on, or in a “direct business” transaction between a broker and its client reported to, the Hong Kong Stock Exchange, (b) a transaction registered with the SEC under the U.S. Securities Act, or\n\n197\n\n[Table of Contents](#toc_page)\n\n \n\n(c) a transaction exempt from registration with the SEC (and the applicable restricted period or distribution compliance period has elapsed).\n\nFor Shares deposited in CCASS, under normal circumstances, the above steps generally require two business days. For Shares held outside CCASS in physical form, the above steps may take 14 business days, or more, to complete. Temporary delays may arise. For example, the transfer books of the depositary may from time to time be closed to ADS issuances. The investor will be unable to trade the ADSs until the procedures are completed.\n\nConverting ADSs to Shares Trading in Hong Kong\n\nAn investor who holds ADSs and who intends to convert his or her ADSs into Shares to trade on the Hong Kong Stock Exchange must cancel the ADSs the investor holds and withdraw Shares from our ADS program and cause his or her broker or other financial institution to trade such Shares on the Hong Kong Stock Exchange.\n\nAn investor that holds ADSs indirectly through a broker should follow the broker’s procedure and instruct the broker to arrange for cancelation of the ADSs, and transfer of the underlying Shares from Citibank’s account on the CCASS system to the investor’s Hong Kong stock account. The broker, upon receiving instructions from its client, should surrender the ADSs to Citibank and said instructions to Citibank (drcerts@citi.com / citiadr@citi.com / drbrokerservices@citi.com) to cancel the ADSs with share delivery instructions in CCASS.\n\nFor investors holding ADSs directly, the following steps must be taken:\n\n•\nTo withdraw Shares from our ADS program, an investor who holds ADSs may turn in such ADSs at the office of the depositary (and the applicable ADR(s) if the ADSs are held in certificated form), and send an instruction to cancel such ADSs to the depositary.\n\n•\nUpon payment or net of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, if applicable, the depositary will instruct the custodian to deliver Shares underlying the canceled ADSs to the CCASS account designated by an investor.\n\n•\nIf an investor prefers to receive Shares outside CCASS, he or she must receive Shares in CCASS first and then arrange for withdrawal from CCASS. Investors can then obtain a transfer form signed by HKSCC Nominees Limited (as the transferor) and register Shares in their own names with the Hong Kong Share Registrar.\n\nFor Shares to be received in CCASS, under normal circumstances, the above steps generally require two business days. For Shares to be received outside CCASS in physical form, the above steps may take 14 business days, or more, to complete. The investor will be unable to trade the Shares on the Hong Kong Stock Exchange until the procedures are completed.\n\nTemporary delays may arise. For example, the transfer books of the depositary may from time to time be closed to ADS cancellations. In addition, completion of the above steps and procedures is subject to there being a sufficient number of Shares on the Hong Kong share register to facilitate a withdrawal from the ADS program directly into the CCASS system. We are not under any obligation to maintain or increase the number of Shares on the Hong Kong share register to facilitate such withdrawals.\n\nDepositary Requirements\n\nBefore the depositary issues ADSs or permits withdrawal of Shares, the depositary may require:\n\n•\nproduction of satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and\n\n•\ncompliance with procedures it may establish, from time to time, consistent with the Deposit Agreement, including presentation of transfer documents.\n\nThe depositary may refuse to deliver, transfer, or register issuances, transfers and cancelations of ADSs generally when the transfer books of the depositary or our Hong Kong Share Registrar are closed or at any time if the depositary or we determine it advisable to do so or it would violate any applicable law or the depositary’s policies or procedures.\n\n198\n\n[Table of Contents](#toc_page)\n\n \n\nAll costs attributable to the transfer of Shares to effect a withdrawal from or deposit of Shares into our ADS program will be borne by the investor requesting the transfer. In particular, holders of Shares and ADSs should note that the Hong Kong Share Registrar will charge HK$2.50 (or such higher fee as may from time to time be permitted under the Hong Kong Listing Rules), for each transfer of Shares from one registered owner to another, each share certificate canceled or issued by it and any applicable fee as stated in the share transfer forms used in Hong Kong. In addition, holders of Shares and ADSs must pay US$5.00 (or less) per 100 ADSs for each issuance of ADSs and for each cancelation of ADSs, as the case may be, in connection with the deposit of Shares into, or withdrawal of Shares from, our ADS program.\n\n199\n\n[Table of Contents](#toc_page)\n\n \n\nPART II"}