{"url_path":"/sec/bbaay/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES","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":9242,"has_tables":true,"body_markdown":"ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES\n\nA.\nDirectors and Senior Management\n\nThe following table sets forth certain information relating to our directors and executive officers.\n\n \n\nName(1)\n\n \n\nAge\n\n \n\nPosition/Title\n\nJoseph C. TSAI†(a)\n\n \n\n62\n\n \n\nChairman\n\nEddie Yongming WU†(b)\n\n \n\n51\n\n \n\nDirector and Chief Executive Officer\n\nJ. Michael EVANS†(a)\n\n \n\n68\n\n \n\nDirector and President\n\nMaggie Wei WU†(c)(d)\n\n \n\n57\n\n \n\nDirector\n\nJerry YANG(b)\n\n \n\n57\n\n \n\nIndependent director\n\nWan Ling MARTELLO(b)\n\n \n\n68\n\n \n\nIndependent director\n\nWeijian SHAN(c)\n\n \n\n72\n\n \n\nIndependent director\n\nIrene Yun-Lien LEE(a)\n\n \n\n72\n\n \n\nIndependent director\n\nAlbert Kong Ping NG(b)\n\n \n\n68\n\n \n\nIndependent director\n\nKabir MISRA(c)\n\n \n\n56\n\n \n\nIndependent director\n\nToby Hong XU\n\n \n\n53\n\n \n\nChief Financial Officer\n\nJane Fang JIANG\n\n \n\n52\n\n \n\nChief People Officer\n\nSara Siying YU\n\n \n\n51\n\n \n\nGeneral Counsel\n\nFan JIANG\n\n \n\n40\n\n \n\nChief Executive Officer, Alibaba E-commerce Business Group\n\n† Director nominated by the Alibaba Partnership.\n\n(a)\nGroup I directors. Current term of office will expire at our 2027 annual general meeting.\n\n(b)\nGroup II directors. Current term of office will expire at our 2028 annual general meeting.\n\n(c)\nGroup III directors. Current term of office will expire at our 2026 annual general meeting.\n\n(d)\nBeginning from April 1, 2025, Maggie Wu has started to serve as non-executive director.\n\n(1)\nThe business address of our directors and executive officers is 26/F Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong SAR., the People’s Republic of China.\n\nBiographical Information\n\nJoseph C. TSAI (蔡崇信) joined our company in 1999 as a member of the Alibaba founding team and has served on our board of directors since our inception. He was chief financial officer until 2013, our executive vice chairman until September 2023 and currently serves as our Chairman. Joe is a founding member of the Alibaba Partnership and a board member of our affiliate Ant Group. From 1995 to 1999, Joe was a private equity investor based in Asia with Investor AB of Sweden’s Wallenberg family. Prior to that, he was general counsel of Rosecliff, Inc., a management buyout firm based in New York. From 1990 to 1993, Mr. Tsai was an associate attorney in the tax group of Sullivan & Cromwell LLP, a New York-based international law firm. Mr. Tsai is qualified to practice law in the State of New York. Mr. Tsai received his bachelor’s degree in Economics and East Asian Studies from Yale College and a juris doctor degree from Yale Law School.\n\nEddie Yongming WU (吴泳銘) has served as our Chief Executive Officer and director since September 2023. Eddie is one of our co-founders and a member of the Alibaba Partnership. Mr. Wu was technology director of Alibaba at the company’s inception in 1999. He served as chief technology officer of Alipay from December 2004, and became business director of our monetization platform, Alimama, in November 2005 and was promoted to its general manager in December 2007. In September 2008, he became chief\n\n155\n\n[Table of Contents](#toc_page)\n\n \n\ntechnology officer of Taobao, and in October 2011 he took on the role of head of Alibaba Group’s search, advertising and mobile business. Mr. Wu served as a non-executive director of Alibaba Health Information Technology Limited, a company listed on the Main Board of the Hong Kong Stock Exchange, from April 2015 to October 2021 and chairman of Alibaba Health from April 2015 to March 2020. From September 2014 to September 2019, Mr. Wu was a special assistant to Alibaba Group’s chairman. In August 2015, Mr. Wu founded Vision Plus Capital, a venture capital firm focused on investing in the areas of advanced technologies, enterprise services and digital healthcare. Mr. Wu graduated from the College of Information Engineering of Zhejiang University of Technology in June 1996.\n\nJ. Michael EVANS has been our president since August 2015 and our director since September 2014. Mr. Evans served as vice chairman of The Goldman Sachs Group, Inc. from February 2008 until his retirement in December 2013. He served as chairman of Asia operations at Goldman Sachs from 2004 to 2013 and was the global head of Growth Markets at Goldman Sachs from January 2011 to December 2013. He also co-chaired the Business Standards Committee of Goldman Sachs from 2010 to 2013. Mr. Evans joined Goldman Sachs in 1993, became a partner of the firm in 1994 and held various leadership positions within the firm’s securities business while based in New York and London, including global head of equity capital markets and global co-head of the equities division, and global co-head of the securities business. Mr. Evans is a trustee of the Asia Society and a member of the Advisory Council for the Bendheim Center for Finance at Princeton University. Mr. Evans received his bachelor’s degree in politics from Princeton University in 1981.\n\nMaggie Wei WU (武衛) 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. 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.\n\nJerry YANG (楊致遠) has been our director since September 2014. Mr. Yang previously served as our director from October 2005 to January 2012. Since March 2012, Mr. Yang has served as the founding partner of AME Cloud Ventures, a venture capital firm. Mr. Yang is a co-founder of Yahoo! Inc., and served as Chief Yahoo! and as a member of its board of directors from March 1995 to January 2012. In addition, he served as Yahoo!’s chief executive officer from June 2007 to January 2009. From January 1996 to January 2012, Mr. Yang served as a director of Yahoo! Japan. Mr. Yang also served as an independent director of Cisco Systems, Inc. from July 2000 to November 2012 and Lenovo Group Limited, a company listed on the Main Board of the Hong Kong Stock Exchange, from November 2014 to November 2023. He is currently an independent director of Workday Inc., a company listed on the NYSE. He also serves as a director of various private companies and foundations. Mr. Yang received a bachelor’s degree and a master’s degree in electrical engineering from Stanford University, where he has been serving on the university’s board of Trustees since October 2017. Mr. Yang was appointed Chair of Stanford’s board of Trustees in July 2021. He was previously on Stanford’s board of Trustees from 2005 to 2015, including being a vice chair.\n\nWan Ling MARTELLO has been our director since September 2015. She is a founding partner of BayPine, a private equity firm based in Boston, U.S.A., a role she has held since February 2020. She is also on the board of portfolio companies of BayPine. She has also served as a director of Nasdaq-listed Lovesac since November 2025. She served as the executive vice president and chief executive officer of the Asia, Oceania, and sub-Saharan Africa region for Nestlé SA from May 2015 to December 2018. She was Nestlé’s global chief financial officer from April 2012 to May 2015, and executive vice president from November 2011 to March 2012. Prior to Nestlé, Ms. Martello was a senior executive at Walmart Stores Inc., a global retailer, from 2005 to 2011. Her roles included executive vice president and chief operating officer for Global eCommerce, and senior vice president, chief financial officer and strategy for Walmart International. Before Walmart, she was president, U.S.A. at NCH Marketing Services Inc. She was with the firm from 1998 to 2005. She also worked at Borden Foods Corporation and Kraft Inc. where she held various senior management positions. Ms. Martello received a master’s degree in business administration (management information systems) from the University of Minnesota and a bachelor’s degree in business administration and accountancy from the University of the Philippines.\n\nWeijian SHAN (單偉建) 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).\n\n156\n\n[Table of Contents](#toc_page)\n\n \n\nIrene Yun-Lien LEE (利蘊蓮) has been our director since August 2022. Ms. Lee is the executive chairman of Hysan Development Limited and serves as a member of the board of trustees of the Better Hong Kong Foundation. Ms. Lee was on the board of many listed and unlisted companies in Hong Kong, Singapore, UK and Australia. She was a member of the Australian Takeovers Panel, a member of the Advisory Council of JP Morgan Australia, and a member of the Exchange Fund Advisory Committee of the Hong Kong Monetary Authority. She was the independent non-executive chairman of Hang Seng Bank Limited, an independent non-executive director of HSBC Holding plc and the Hongkong and Shanghai Banking Corporation Limited. She was also an independent non-executive director of CLP Holdings Limited and Cathay Pacific Airways Limited, amongst others. Ms. Lee had a long career in financial services and held senior positions at Citibank in New York, London and Sydney. She was the global head of corporate finance at the Commonwealth Bank of Australia and she held other senior positions in investment banking and funds management in a number of international financial institutions. Ms. Lee received a Bachelor of Arts degree from Smith College, United States of America, and is a Barrister-at-Law in England and Wales and a member of the Honourable Society of Gray's Inn, United Kingdom. She was awarded the degree of Doctor of Social Science, honoris causa from the Chinese University of Hong Kong in November 2022.\n\nAlbert Kong Ping NG (吴港平) has been our director since August 2022 and chairman of our Audit Committee since December 2022. Mr. Ng currently serves as an independent non-executive director and chairman of the Audit Committee of a number of public companies, including Ping An Insurance (Group) Company of China, Ltd., a company listed on the Shanghai Stock Exchange and the Hong Kong Stock Exchange, China International Capital Corporation Limited, a company listed on the Shanghai Stock Exchange and the Hong Kong Stock Exchange and Shui On Land Limited, a company listed on the Hong Kong Stock Exchange. Mr. Ng worked at Ernst & Young China from April 2007 to June 2020, where he was the chairman of Ernst & Young China and a member of Ernst & Young’s Global Executive board. Prior to joining Ernst & Young, he was Greater China managing partner of Arthur Andersen, managing partner – China Operation of PricewaterhouseCoopers and managing director of Citigroup – China Investment Banking. Mr. Ng is a member of the Hong Kong Institute of Certified Public Accountants (HKICPA), Chartered Accountants of Australia and New Zealand (CAANZ), CPA Australia (CPAA) and Association of Chartered Certified Accountants (ACCA). He received a bachelor’s degree in business administration and a master’s degree in business administration from the Chinese University of Hong Kong.\n\nKabir MISRA has been our director since September 2020, redesignated as our independent director since February 2023, and 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 has 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.\n\nToby Hong XU (徐宏) has been our chief financial officer since April 2022. He joined Alibaba Group in July 2018 and was our deputy chief financial officer from July 2019 to March 2022. Before joining Alibaba Group, Mr. Xu was a partner at PricewaterhouseCoopers for 11 years, where he joined in 1996. Mr. Xu graduated from Fudan University in Shanghai, China, with a bachelor’s degree in Physics in 1996. He is a member of the Chinese Institute of Certified Public Accountants.\n\nJane Fang JIANG (蔣芳) has served as our chief people officer since April 2023 and is a founding member of the Alibaba Partnership. Prior to her current position, she served as deputy chief people officer since 2017. Ms. Jiang joined our company in 1999 as a member of our founding team. Over the years, Ms. Jiang has held a number of senior management roles in different departments within the company, at different times leading China TrustPass product planning, business analysis, global operations, website operations and marketing for Alibaba.com, as well as credit system development. Jane received a bachelor's degree in industry and foreign trade from the Hangzhou Institute of Electrical Engineering.\n\nSara Siying YU (俞思瑛) has been our general counsel since April 2020. Ms. Yu joined our company in April 2005 and became one of the first partners of the Alibaba Partnership. Prior to her current role, she served as deputy general counsel, responsible for domestic legal affairs. Before joining Alibaba Group, she worked in various law firms and government departments. Ms. Yu received a bachelor's degree in law from East China University of Political Science and Law.\n\nFan JIANG (蔣凡) currently serves as chief executive officer of Alibaba E-commerce Business Group and is a member of the Alibaba Partnership. He served as president of Alibaba International Digital Commerce since January 2022. Before that, he has served as president of Taobao, president of Tmall and president of Alimama, and had been responsible for the Taobao app since joining our company in August 2013. Previously, he founded and served as the chief executive officer of Umeng, a provider of mobile app\n\n157\n\n[Table of Contents](#toc_page)\n\n \n\nanalytics solutions for developers which we acquired. Before founding Umeng in 2010, he worked in product development at Google China. Mr. Jiang received a bachelor’s degree in computer science from Fudan University.\n\nAlibaba Partnership\n\nSince 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 our partnership as Lakeside Partners, named after the Lakeside Gardens residential community where Jack Ma and our other founders started our company. We refer to the partnership as the Alibaba Partnership.\n\nWe 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. As of the date of this annual report, the Alibaba Partnership has a total of 18 members. The number of partners in the Alibaba Partnership may change from time to time due to the election of new partners, the retirement of partners and the departure of partners for other reasons, but may not exceed 26 (excluding continuity partners).\n\nOur partnership is a dynamic body that rejuvenates itself through admission of new partners each year, which we believe enhances our 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 and rejuvenating the culture shaped by our founders.\n\nConsistent with our partnership approach, all partnership votes are made on a one‑partner‑one‑vote basis.\n\nThe partnership is governed by a partnership agreement and operates under principles, policies and procedures that have evolved with our business and are further described below.\n\nNomination and Election of Partners\n\nThe Alibaba Partnership elects new partners annually after a nomination process whereby existing partners propose candidates to the partnership committee as described below. The partnership committee reviews the nominations and determines whether the nomination of a candidate will be proposed to the entire partnership for election. Election of new partners requires the approval of at least 50% of all of the partners.\n\nTo be eligible for election, a partner candidate must have demonstrated the following attributes:\n\n•\na high standard of personal character and integrity;\n\n•\ncontinued service with Alibaba Group for not less than five years;\n\n•\nholding a key position in Alibaba Group (except for a continuity partner);\n\n•\na track record of contribution to the business of Alibaba Group; and\n\n•\nbeing a “culture carrier” who shows a consistent commitment to, and traits and actions consonant with, our mission, vision and values.\n\nWe believe the criteria and process of the Alibaba Partnership applicable to the election promote accountability among the partners as well as to our customers, employees and shareholders.\n\n158\n\n[Table of Contents](#toc_page)\n\n \n\nDuties of Partners\n\nThe main duty of partners in their capacity as partners is to embody and promote our mission, vision and values. We expect partners to be evangelists for our mission, vision and values, both within our organization and externally to customers, business partners and other participants in our ecosystem.\n\nPartnership Committee\n\nThe partnership committee must consist of at least five but no more than seven partners, including partnership committee continuity members, and is currently comprised of Jack Ma, Joe Tsai, Eddie Wu, Fan Jiang and Zeming Wu. The partnership committee is responsible for administering partner elections and managing the relevant portion of the deferred cash bonus pool. Two partners may be designated as partnership committee continuity members, and currently the partnership committee continuity members consist of Jack Ma and Joe Tsai. Other than partnership committee continuity members, the partnership committee members serve for a term of five years and may serve multiple terms. Elections of partnership committee members are held once every five years. Partnership committee continuity members are not subject to election, and may serve until they cease to be partners, retire from the partnership committee or are unable to discharge duties as partnership committee members as a result of illness or permanent incapacity. A replacement partnership committee continuity member is either designated by a resigning or, as the case may be, the remaining, partnership committee continuity member. Prior to each election, the partnership committee will nominate a number of partners equal to the number of partnership committee members that will serve in the next partnership committee term plus three additional nominees less the number of the serving partnership committee continuity members. Each partner votes for a number of nominees equal to the number of partnership committee members that will serve in the next partnership committee term less the number of the serving partnership committee continuity members, and all except the three nominees who receive the least votes from the partners are elected to the partnership committee.\n\nDirector Nomination and Appointment Rights\n\nPursuant to our Articles of Association, the Alibaba Partnership has the exclusive right to nominate or, in limited situations, appoint up to a simple majority of the members of our board of directors.\n\nThe election of each director nominee of the Alibaba Partnership will be subject to the director nominee receiving a majority vote from our shareholders voting at an annual general meeting of shareholders. If an Alibaba Partnership director nominee is not elected by our shareholders or after election 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 of the class in which the vacancy exists until our next scheduled annual general meeting of shareholders. At the next scheduled annual general meeting of shareholders, the appointed interim director or a replacement Alibaba Partnership director nominee (other than the original nominee) will stand for election for the remainder of the term of the class of directors to which the original nominee would have belonged.\n\nIf at any time our board of directors consists of less than a simple majority of directors nominated or appointed by the Alibaba Partnership for any reason, including because a director previously nominated by the Alibaba Partnership ceases to be a member of our board of directors or because the Alibaba Partnership had previously not exercised its right to nominate or appoint a simple majority of our board of directors, the Alibaba Partnership will be entitled (in its sole discretion and without the need for any additional shareholder action) to appoint such number of additional directors to the board as necessary to ensure that the directors nominated or appointed by the Alibaba Partnership comprise a simple majority of our board of Directors.\n\nIn determining the Alibaba Partnership director nominees who will stand for election to our board, the partnership committee will propose director nominees who will be voted on by all of the partners, and those nominees who receive a simple majority of the votes of the partners will be selected for these purposes. The director nominees of the Alibaba Partnership may be partners of the Alibaba Partnership or other qualified individuals who are not affiliated with the Alibaba Partnership.\n\nThe Alibaba Partnership’s right to nominate or appoint up to a simple majority of our directors is conditioned on the Alibaba Partnership being governed by the partnership agreement in effect as of the completion of our initial public offering in September 2014, or as may be amended in accordance with its terms from time to time. Any amendment to the provisions of the partnership agreement relating to the purpose of the partnership, or to the manner in which the Alibaba Partnership exercises its right to nominate a simple majority of our directors, will be subject to the approval of the majority of our directors who are not nominees or appointees of the Alibaba Partnership and are “independent directors” within the meaning of Section 303A of the NYSE Listed Company Manual. The provisions relating to nomination rights and procedures described above are incorporated in our Articles. Pursuant to our Articles, the Alibaba Partnership’s nomination rights and related provisions of our Articles may only be changed upon the vote of shareholders representing 95% of the votes present in person or by proxy at a general meeting of shareholders.\n\n159\n\n[Table of Contents](#toc_page)\n\n \n\nAlibaba Partnership has not fully exercised its director nomination right. Our board of directors currently consists of ten members, six are independent directors nominated by our Nominating and Corporate Governance Committee, four are Alibaba Partnership nominees.\n\nCurrent Partners\n\nThe following table sets forth the names, in alphabetical order by surname, and other information regarding the current partners of the Alibaba Partnership as of the date of this annual report.\n\n \n\nName\n\n \n\nAge\n\nGender\n\n \n\nYear Joined\nAlibaba\n\nGroup\n\nCurrent position with Alibaba Group\n\nLuyuan FAN (樊路遠)\n\n \n\n53\n\n \n\nM\n\n \n\n2007\n\n \n\nChairman and Chief Executive Officer, Hujing Digital Media and Entertainment Group\n\nFan JIANG (蔣凡) †\n\n \n\n40\n\n \n\nM\n\n \n\n2013\n\n \n\nChief Executive Officer, Alibaba E-commerce Business Group\n\nJane Fang JIANG (蔣芳)\n\n \n\n52\n\n \n\nF\n\n \n\n1999\n\n \n\nGroup Chief People Officer\n\nJiangwei JIANG (蔣江偉)\n\n \n\n44\n\n \n\nM\n\n \n\n2008\n\n \n\nVice President, Cloud Intelligence Group\n\nZhenfei LIU (劉振飛)\n\n \n\n54\n\n \n\nM\n\n \n\n2006\n\n \n\nChairman, Amap\n\nJack Yun MA (馬雲)†\n\n \n\n61\n\n \n\nM\n\n \n\n1999\n\n \n\nPartner, Alibaba Partnership\n\nJudy Wenhong TONG (童文紅)\n\n \n\n55\n\n \n\nF\n\n \n\n2000\n\n \n\nPartner, Alibaba Partnership\n\nJoseph C. TSAI (蔡崇信)†\n\n \n\n62\n\n \n\nM\n\n \n\n1999\n\n \n\nGroup Chairman\n\nLin WAN (萬霖)\n\n \n\n51\n\n \n\nM\n\n \n\n2014\n\n \n\nDirector and Chief Executive Officer, Cainiao Smart Logistics Network Limited\n\nLei WANG (王磊)\n\n \n\n46\n\n \n\nM\n\n \n\n2003\n\n \n\nSenior Vice President, Cloud Intelligence Group\n\nWinnie Jia WEN (聞佳)\n\n \n\n49\n\n \n\nF\n\n \n\n2007\n\n \n\nPresident, Group Public Affairs\n\nEddie Yongming WU (吴泳銘)†\n\n \n\n51\n\n \n\nM\n\n \n\n1999\n\n \n\nGroup Director and Chief Executive Officer\n\nZeming WU (吴澤明)†\n\n \n\n45\n\n \n\nM\n\n \n\n2004\n\n \n\nGroup Chief Technology Officer\n\nToby Hong XU (徐宏)\n\n \n\n53\n\n \n\nM\n\n \n\n2018\n\n \n\nGroup Chief Financial Officer\n\nSara Siying YU (俞思瑛)\n\n \n\n51\n\n \n\nF\n\n \n\n2005\n\n \n\nGroup General Counsel\n\nJeff Jianfeng ZHANG (張建鋒)\n\n \n\n52\n\n \n\nM\n\n \n\n2004\n\n \n\nHead of Alibaba DAMO Academy\n\nJessie Junfang ZHENG (鄭俊芳)\n\n \n\n52\n\n \n\nF\n\n \n\n2010\n\n \n\nChief Strategy Officer, Cloud Intelligence Group\n\nJingren ZHOU (周靖人)\n\n \n\n50\n\n \n\nM\n\n \n\n2015\n\n \n\nSenior Vice President, Chief AI Architect, Head of Tongyi Foundation Model Division\n\n† Member of the partnership committee.\n\nRetirement and Removal\n\nAll partners except continuity partners shall serve a term of five years and may serve consecutive terms upon the approval of the partnership committee. Partners may elect to retire from the partnership at any time. Jack Ma and Joe Tsai are designated as continuity partners. Any partner, including continuity partners, may be removed upon the vote of a simple majority of all partners present at a duly‑called meeting of partners for violations of certain standards set forth in the partnership agreement, including failure to actively promote our mission, vision and values, fraud, gross misconduct or gross negligence.\n\n160\n\n[Table of Contents](#toc_page)\n\n \n\nRestrictive Provisions\n\nUnder our Articles of Association, in connection with any change of control, merger or sale of our company, the partners and other holders of our ordinary shares shall receive the same consideration with respect to their ordinary shares in connection with any of these types of transactions. In addition, our Articles provide that the Alibaba Partnership may not transfer or otherwise delegate or give a proxy to any third‑party with respect to its right to nominate directors, although it may elect not to exercise its rights in full. In addition, as noted above, our Articles also provide that the amendment of certain provisions of the Alibaba Partnership agreement relating to the purpose of the partnership or the manner in which the partnership exercises its rights to nominate or appoint a majority of our board of directors will require the approval of a majority of directors who are not appointees of the Alibaba Partnership and are “independent directors” within the meaning of Section 303A of the NYSE Listed Company Manual.\n\nAmendment of Alibaba Partnership Agreement\n\nPursuant to the partnership agreement, amendment of the partnership agreement requires the approval of 75% of the partners in attendance at a meeting of the partners at which not less than 75% of all the partners are in attendance, except that the general partner may effect certain administrative amendments. In addition, certain amendments relating to the purposes of the Alibaba Partnership or the manner in which it exercises its nomination rights with respect to our directors require the approval of a majority of our independent directors not nominated or appointed by the Alibaba Partnership.\n\nWeighted Voting Rights (WVR) Structure\n\nWe have one class of Shares, and each holder of our Shares is entitled to one vote per Share. Pursuant to our Articles of Association, the Alibaba Partnership has the exclusive right to nominate or, in limited situations, appoint, up to a simple majority of the members of our board of directors. These rights are categorized as a weighted voting rights structure, or WVR structure, under the Hong Kong Listing Rules. As a result, we are deemed as a company with a WVR structure. For further information about the risks associated with our WVR structure, see “Risk Factors — Risks Related to Our Corporate Structure.”\n\n \n\nB.\nCompensation\n\nCompensation of Directors and Executive Officers\n\nFor fiscal year 2026, we paid and accrued aggregate fees, salaries and benefits (excluding share‑based awards) of approximately RMB250 million (US$36 million) and granted share-based awards to acquire an aggregate of 28,088,000 ordinary shares of our company (equivalent to 3,511,000 ADSs) to our directors and executive officers.\n\nOur board of directors, acting on the recommendation of our Compensation Committee, approves an annual cash bonus pool for our management, calculated based on a percentage of our adjusted pretax operating profits. Once the annual cash bonus pool is calculated, our Compensation Committee determines the proportion allocated and payable to our management for the year, and approves the amount of individual cash bonus payable to our director and executive officers. The remaining portion of the annual cash bonus pool is available for the Alibaba Partnership and may be deferred and used as determined by the partnership committee.\n\nThe board, acting on the recommendation of our Compensation Committee, may determine the remuneration to be paid to non‑employee directors. We do not provide employee directors with any additional remuneration for serving as directors other than their remuneration as our employees. Pursuant to our service agreements with our directors, neither we nor our subsidiaries provide benefits to directors upon termination of employment. We do not separately set aside any amounts for pensions, retirement or other benefits for our executive officers, other than pursuant to relevant statutory requirements.\n\nFor information regarding our equity incentive plans, see “— Equity Incentive Plans” below.\n\n \n\nEmployment Agreements\n\nWe have entered into employment agreements with each of our executive officers. We may terminate their employment at any time, with cause, and we are not required to provide any prior notice of the termination. We may also terminate their employment in circumstances prescribed under and in accordance with the requirements of applicable labor law, including but not limited to notice and payment in lieu of notice. Executive officers may terminate their employment with us at any time upon written notice. Although our employment agreements with our executive officers do not provide for severance pay, where severance pay is mandated by law, our executive officers will be entitled to severance pay in the amount mandated by law or in accordance with our policy when his or\n\n161\n\n[Table of Contents](#toc_page)\n\n \n\nher employment is terminated. We have been advised by our PRC counsel, Fangda Partners, that we may be required to make severance payments upon termination without cause to comply with the PRC Labor Law, the PRC Labor Contract Law and other relevant PRC regulations, which entitle employees to severance payments in case of early termination of “de facto employment relationships” by PRC entities without statutory cause regardless of whether there exists a written employment agreement with these entities.\n\nOur award agreements under our equity incentive plans also contain, among other rights, restrictive covenants that enable us to terminate grants, forfeit and cancel shares or, if applicable, repurchase shares at the original purchase price or the exercise price paid for the shares in the event of a grantee’s termination for cause or for breaching of these covenants. See “— Equity Incentive Plans” below.\n\nEquity Incentive Plans\n\nOur 2014 Post-IPO Equity Incentive Plan (“The 2014 Plan”), 2024 Equity Incentive Plan (“The 2024 Plan”) and 2024 Equity Incentive Plan (Existing Shares) (“The 2024 Plan (Existing Shares)”) are the equity incentive plans of our Company in effect. Key terms of each of our equity incentive plans are set out below, which is subject to the specific provisions contained in the respective plans.\n\nThe 2014 Plan\n\nThe 2014 Plan (which we adopted in September 2014, amended and restated in February 2020 to reflect the Share Split and other administrative changes, and further amended and restated in May 2022 to reflect administrative changes) provides for the granting of share-based awards, including restricted share units, stock options, restricted shares and share appreciation rights, to any participant who is an employee, consultant or director of our company, our affiliates and/or certain other companies. The term of awards granted are generally not to exceed 10 years from the date of grant and the period during which an award vests shall be set by the administrator.\n\nNo further awards will be granted under the 2014 Plan as from September 18, 2024. Any shares authorized but unissued under the 2014 Plan will no longer be available for granting. The share-based awards already granted under the 2014 Plan will remain in full force and effect pursuant to the terms and conditions of the 2014 Plan.\n\nAs of March 31, 2026, under the 2014 Plan, there were:\n\n•\n189,778,848 Shares (equivalent to 23,722,356 ADSs) issuable upon vesting of outstanding RSUs; and\n\n•\n29,024,000 Shares (equivalent to 3,628,000 ADSs) issuable upon exercise of outstanding options.\n\n \n\n \n\n162\n\n[Table of Contents](#toc_page)\n\n \n\n \n\nThe 2024 Plan\n\nThe 2024 Plan was approved at our annual general meeting of shareholders held in August 2024. The purpose of the 2024 Plan is to provide incentives to attract, motivate and retain the grantees and align the interests of the grantees with those of our shareholders. It provides for the granting of restricted share units, stock options, restricted shares and share appreciation rights to any participant who is an employee, an executive director or a service provider.\n\n \n\nThe term of each award shall be no more than 10 years from the date of grant thereof. The vesting period of an award shall generally be not less than 12 months, but the board may, at its discretion, determine a period shorter than 12 months during which an award vests or that an award may be vested upon the grant of the award with respect to the awards granted to employee participants that (a) substitute awards granted in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction entered into by the Company or any of its subsidiaries; (b) are additional awards in respect of (A) sign-on or make-whole grants to new employee participants, (B) grants of awards with performance based vesting conditions, (C) grants of awards that are made in batches for administrative or compliance reasons, (D) grants of awards that vest evenly over a period of 12 months or more, and (E) grants of awards with a total vesting and holding period of more than 12 months; and (F) awards subject to a minimum holding period of 12 months which are delivered to an employee participant under his/her compensation arrangements with the Company.\n\nThe exercise price for each option shall be determined by the administrator and set forth in the award agreement which, unless otherwise determined by the administrator, may be a fixed or variable price determined by reference to the fair market value of the Shares, subject to compliance with applicable laws and the requirements of any exchange on which the Shares are listed or traded.\n\nThe maximum number of Shares (including any transfer of treasury shares) which may be awarded under the 2024 Plan is 483,000,000 Shares (equivalent to 60,375,000 ADSs).\n\nUnless approved by the shareholders, no individual grantee shall be granted awards where such grant will result in the aggregate number of Shares issued and to be issued to such grantee (excluding any awards lapsed in accordance with the terms of the 2024 Plan) in the 12-month period up to and including the date of such grant to exceed 1% of the total number of Shares in issue (excluding any Treasury Shares).\n\nThe 2024 Plan shall continue in effect for a term of 10 years from August 22, 2024, being its effective date, unless sooner terminated in accordance with the terms of the 2024 Plan.\n\nAs of March 31, 2026, under the 2024 Plan, there were:\n\n•\n71,120,125 Shares (equivalent to approximately 8,890,016 ADSs) issuable upon vesting of outstanding RSUs; and\n\n•\n398,965,778 Shares (equivalent to approximately 49,870,722 ADSs) available for grant under the scheme mandate.\n\n \n\n \n\n163\n\n[Table of Contents](#toc_page)\n\n \n\nThe 2024 Plan (Existing Shares)\n\nThe 2024 Plan (Existing Shares) was approved by our board in August 2024. The purpose of the 2024 Plan (Existing Shares) is to provide incentives to attract, motivate and retain the grantees and align the interests of the grantees with those of our shareholders. It provides for the granting of restricted share units, stock options, restricted shares and share appreciation rights to any participant who is an employee, a director or a service provider. The 2024 Plan (Existing Shares) is funded by existing Shares.\n\nThe term of each award shall be no more than 10 years from the date of grant thereof. The period during which an award vests shall be set by the administrator.\n\nThe exercise price for each option shall be determined by the administrator and set forth in the award agreement, subject to compliance with applicable laws and the requirements of any exchange on which the Shares are listed or traded.\n\nThe maximum aggregate number of Shares which may be awarded under the 2024 Plan (Existing Shares) is 517,000,000 Shares (equivalent to 64,625,000 ADSs). There is no maximum individual entitlement limit under the 2024 Plan (Existing Shares).\n\nThe 2024 Plan (Existing Shares) shall continue in effect for a term of 10 years from August 26, 2024, being its effective date, unless sooner terminated in accordance with the terms of the 2024 Plan (Existing Shares).\n\nAs of March 31, 2026, under the 2024 Plan (Existing Shares), there were:\n\n•\n446,504 Shares (equivalent to approximately 55,813 ADSs) issuable upon vesting of outstanding RSUs;\n\n•\n28,373,330 Shares (equivalent to approximately 3,546,666 ADSs) issuable upon exercise of outstanding options; and\n\n•\n487,865,170 Shares (equivalent to approximately 60,983,146 ADSs) available for grant under the scheme mandate.\n\n \n\nShare-based Awards Held by our Directors and Executive Officers\n\nThe following table summarizes the outstanding RSUs and options held as of March 31, 2026 by our directors and executive officers, as well as by their affiliates, under our equity incentive plans.\n\n \n\nName\n\n \n\nExercise price per RSU/ option granted\n\n \n\n \n\nShares underlying outstanding RSUs/ options granted (1)\n\n \n\n \n\nDate of grant\n\n \n\nDate of expiration\n\n \n\n \n\n \n\n \n\n \n\n \n\n(in the number\nof Shares)\n\n \n\n(in the number\n of ADSs)\n\n \n\n \n\n \n\n \n\n \n\nJoseph C. TSAI\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n70,000\n\n \n\n \n\n8,750\n\n \n\n \n\nMay 23, 2025\n\n \n\nMay 23, 2033\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nEddie Yongming WU\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n1,240,000\n\n \n\n \n\n155,000\n\n \n\n \n\nNovember 25, 2023 to May 23, 2025\n\n \n\nNovember 25, 2030 to May 23, 2033\n\n \n\nUS$\n\n \n\n78.37\n\n \n\n \n\n \n\n16,000,000\n\n \n\n \n\n2,000,000\n\n \n\n \n\nNovember 25, 2023\n\n \n\nNovember 25, 2033\n\n \n\nHK$\n\n \n\n116.70\n\n \n\n \n\n \n\n12,000,000\n\n \n\n \n\n1,500,000\n\n \n\n \n\nNovember 26, 2025\n\n \n\nNovember 26, 2035\n\n \n\nHK$\n\n \n\n152.69\n\n \n\n \n\n \n\n12,000,000\n\n \n\n \n\n1,500,000\n\n \n\n \n\nNovember 26, 2025\n\n \n\nNovember 26, 2035\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nJ. Michael EVANS\n\n \n\nUS$\n\n \n\n79.96\n\n \n\n \n\n \n\n8,000,000\n\n \n\n \n\n1,000,000\n\n \n\n \n\nJuly 31, 2015\n\n \n\nJuly 31, 2027\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n764,000\n\n \n\n \n\n95,500\n\n \n\n \n\nJune 8, 2022 to May 23, 2025\n\n \n\nMay 13, 2028 to May 20, 2029\n\n \n\nUS$\n\n \n\n84.60\n\n \n\n \n\n \n\n1,200,000\n\n \n\n \n\n150,000\n\n \n\n \n\nMay 13, 2024\n\n \n\nMay 13, 2032\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nMaggie Wei WU\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n48,280\n\n \n\n \n\n6,035\n\n \n\n \n\nMay 27, 2020 to May 24, 2021\n\n \n\nMay 27, 2028 to May 24, 2029\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nToby Hong XU\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n2,452,000\n\n \n\n \n\n306,500\n\n \n\n \n\nMay 20, 2023 to November 29, 2025\n\n \n\nMay 20, 2029 to November 29, 2032\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nJane Fang JIANG\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n167,217\n\n \n\n \n\n20,902\n\n \n\n \n\nMay 24, 2021 to May 23, 2025\n\n \n\nMay 24, 2029 to May 23, 2033\n\n \n\nHK$\n\n \n\n68.00\n\n \n\n \n\n \n\n160,000\n\n \n\n \n\n20,000\n\n \n\n \n\nFebruary 24, 2025\n\n \n\nFebruary 24, 2031\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nSara Siying YU\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n144,270\n\n \n\n \n\n18,034\n\n \n\n \n\nMay 24, 2021 to May 23, 2025\n\n \n\nMay 24, 2029 to May 23, 2033\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nFan JIANG\n\n \n\n \n\n \n\n-\n\n \n\n \n\n \n\n4,460,003\n\n \n\n \n\n557,500\n\n \n\n \n\nMay 20, 2023 to December 23, 2025\n\n \n\nMay 20, 2029 to August 9, 2033\n\n \n\n164\n\n[Table of Contents](#toc_page)\n\n \n\nNote:\n\n(1) Each ADS represents eight Shares. The number of ADSs is, where applicable, rounded to the nearest whole number and for reference only.\n\nC.\nBoard Practices\n\nNomination and Terms of Directors\n\nPursuant to our Articles of Association, our board of directors is classified into three classes of directors designated as Group I, Group II and Group III, each generally serving a three-year term unless earlier removed. The Group I directors currently consist of Joe Tsai, J. Michael Evans and Irene Yun-Lien Lee; the Group II directors currently consist of Eddie Wu, Jerry Yang, Wan Ling Martello and Albert Kong Ping Ng; and the Group III directors currently consist of Maggie Wu, Kabir Misra and Weijian Shan. The terms of office of the current Group I, Group II and Group III directors will expire, respectively, at our 2027 annual general meeting, 2028 annual general meeting and 2026 annual general meeting. Unless otherwise determined by the shareholders in a general meeting, our board will consist of not less than seven directors.\n\n \n\nThe Alibaba Partnership has the exclusive right to nominate up to a simple majority of our board of directors. If at any time our board of directors consists of less than a simple majority of directors nominated or appointed by the Alibaba Partnership for any reason, including because a director previously nominated by the Alibaba Partnership ceases to be a member of our board of directors or because the Alibaba Partnership had previously not exercised its right to nominate or appoint a simple majority of our board of directors, the Alibaba Partnership shall be entitled (in its sole discretion) to appoint such number of additional directors to the board as necessary to ensure that the directors nominated or appointed by the Alibaba Partnership comprise a simple majority of our board of directors. The remaining members of the board of directors will be nominated by the Nominating and Corporate Governance Committee of the board. Director nominees will be elected by the simple majority vote of shareholders at our annual general meeting. Alibaba Partnership has not fully exercised its director nomination right. Our board of directors currently consists of ten members, six are independent directors nominated by our Nominating and Corporate Governance Committee, and four are Alibaba Partnership nominees.\n\n \n\nIf a director nominee is not elected by our shareholders or departs our board of directors for any reason, the party or group entitled to nominate that director has the right to appoint a different person to serve as an interim director of the class in which the vacancy exists until our next scheduled annual general meeting of shareholders. At the next scheduled annual general meeting of shareholders, the appointed interim director or a replacement director nominee (who, in the case of Alibaba Partnership nominees, cannot be the original nominee) will stand for election for the remainder of the term of the class of directors to which the original nominee would have belonged.\n\n \n\nFor additional information, see “— A. Directors and Senior Management — Alibaba Partnership.”\n\n \n\nCode of Ethics and Corporate Governance Guidelines\n\nWe have adopted a code of ethics, which is applicable to all of our directors, executive officers and employees. Our code of ethics is publicly available on our website.\n\n \n\nIn addition, our board of directors has adopted a set of corporate governance guidelines covering a variety of matters, including approval of related party transactions and connected transactions. Our corporate governance guidelines also provide that any adoption of a new equity incentive plan and any material amendments to those plans will be subject to the approval of the Compensation Committee, the independent directors and/or the approval by our shareholders in compliance with the Hong Kong Listing Rules. The guidelines reflect certain guiding principles with respect to our board’s structure, procedures and committees. The guidelines are not intended to change or interpret any applicable law, rule or regulation or our Articles of Association.\n\n \n\n165\n\n[Table of Contents](#toc_page)\n\n \n\nDuties of Directors\n\nUnder Cayman Islands law, all of our directors owe us fiduciary duties, including a duty of loyalty, a duty to act honestly and a duty to act in good faith and in a manner they believe to be in our best interests. Our directors also have a duty to exercise the skill they actually possess and the care and diligence that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our Articles of Association, as amended and restated from time to time. We have the right to seek damages if a duty owed by any of our directors is breached.\n\n \n\nBoard Committees\n\nOur board of directors has established an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, a Sustainability Committee, a Compliance and Risk Committee and a Capital Management Committee. All members of our Compensation Committee and Nominating and Corporate Governance Committee are independent directors. A majority of the members of our Compliance and Risk Committee are independent directors. One member of our Sustainability Committee is an independent director. All members of our Audit Committee are independent directors who meet the additional criteria for independence set forth in Rule 10A-3 of the U.S. Exchange Act and rule.\n\n \n\nBelow is a summary of the work of our board committees during the fiscal year.\n\nAudit Committee\n\nWe have established an Audit Committee in compliance with, among other things, Rule 3.21 of the Hong Kong Listing Rules, the Corporate Governance Code, Section 303A of the NYSE Listed Company Manual and Rule 10A-3 of the U.S. Exchange Act. The charter of our Audit Committee is available on our website and the website of the Hong Kong Stock Exchange.\n\nDuring the reporting period, our Audit Committee consisted of Albert Ng, Wan Ling Martello and Weijian Shan. Mr. Ng is the chairman of our Audit Committee. Mr. Ng satisfies the criteria of an Audit Committee financial expert as set forth under the applicable rules of the SEC and he is also our independent director with appropriate professional qualifications under the Hong Kong Listing Rules. Mr. Ng, Ms. Martello and Mr. Shan are our independent directors and meet the criteria for independence set forth in Section 303A of the NYSE Listed Company Manual, Rule 10A-3 of the U.S. Exchange Act and Rule 3.13 of the Hong Kong Listing Rules. Therefore, the composition of the committee satisfies the requirements under Section 303A of the NYSE Listed Company Manual and Rule 3.21 of the Hong Kong Listing Rules.\n\nThe Audit Committee oversees our accounting and financial reporting processes and the audits of our financial statements. Our Audit Committee is responsible for, among other things:\n\n•\nselecting, and evaluating the qualifications, performance and independence of the independent auditor;\n\n•\npre‑approving or, as permitted, approving auditing and non‑auditing services permitted to be performed by the independent auditor;\n\n•\nassessing the adequacy of our internal accounting controls and audit procedures;\n\n•\nreviewing with the independent auditor any audit problems or difficulties and management’s response;\n\n•\nreviewing and approving related party transactions (as defined in Form 20-F) and connected transactions (as required under the Hong Kong Listing Rules);\n\n•\nreviewing and discussing the quarterly reports, half-year reports and annual reports with management and the independent auditor;\n\n•\nestablishing procedures for the receipt, retention and treatment of complaints received from our employees regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;\n\n•\nmeeting separately, periodically, with management, internal auditors and the independent auditor; and\n\n•\nreporting regularly to the full board of directors.\n\n \n\n166\n\n[Table of Contents](#toc_page)\n\n \n\nCompensation Committee\n\nWe have established a Compensation Committee in compliance with Rule 3.25 of the Hong Kong Listing Rules and the Corporate Governance Code. The charter of our Compensation Committee is available on our website and the website of the Hong Kong Stock Exchange.\n\nDuring the reporting period, our Compensation Committee consisted of Jerry Yang, Albert Ng and Kabir Misra. Mr. Yang is the chairman of our Compensation Committee. Mr. Yang, Mr. Ng and Mr. Misra are our independent directors and meet the criteria for independence set forth in Section 303A of the NYSE Listed Company Manual and Rule 3.13 of the Hong Kong Listing Rules. Therefore, the composition of the committee satisfies the requirements under Rule 3.25 of the Hong Kong Listing Rules.\n\n \n\nOur Compensation Committee is responsible for, among other things:\n\n•\ndetermining the proportion of annual cash bonus pool allocated and payable to our management for the year and determining the amount of cash bonus payable to our executive officers and directors;\n\n•\nreviewing, evaluating and, if necessary, revising our overall compensation policies;\n\n•\nreviewing and evaluating the performance of our directors and executive officers and determining the compensation of our directors and executive officers;\n\n•\nreviewing and approving our executive officers’ employment agreements with us;\n\n•\ndetermining performance targets for our executive officers with respect to our non-equity incentive compensation plans and share‑based compensation plans;\n\n•\nadministering our share‑based compensation plans in accordance with the terms thereof (including the matters required under Chapter 17 of the Hong Kong Listing Rules); and\n\n•\ncarrying out other matters that are specifically delegated to the Compensation Committee by our board of directors from time to time.\n\n \n\nNominating and Corporate Governance Committee\n\nWe have established a Nominating and Corporate Governance Committee in compliance with, among other things, the Corporate Governance Code and Rule 3.27A of the Hong Kong Listing Rules. The charter of our Nominating and Corporate Governance Committee is available on our website and the website of the Hong Kong Stock Exchange.\n\nDuring the reporting period, our Nominating and Corporate Governance Committee consisted of Irene Lee and Jerry Yang. Ms. Lee is the chairman of our Nominating and Corporate Governance Committee. Ms. Lee and Mr. Yang are our independent directors and meet the criteria for independence set forth in Section 303A of the NYSE Listed Company Manual and Rule 3.13 of the Hong Kong Listing Rules. Therefore, the composition of the committee satisfies the requirements under Rule 3.27A of the Hong Kong Listing Rules.\n\nOur Nominating and Corporate Governance Committee is responsible for, among other things:\n\n•\nselecting the board nominees (other than the director nominees to be nominated by the Alibaba Partnership) for election by the shareholders or appointment by the board;\n\n•\nperiodically reviewing with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity and assisting the board in maintaining a board skill matrix;\n\n•\nmaking recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board;\n\n•\nadvising the board periodically with regards to significant developments in corporate governance law and practices, and making recommendations to the board on corporate governance matters; and\n\n•\noverseeing the evaluation of the board's performance and assessing each director's time commitment and contribution to the board and the ability of the director to discharge his or her responsibilities effectively.\n\n \n\nFor our framework and procedures in nominating directors, please see “— Nomination and Terms of Directors.”\n\n \n\n167\n\n[Table of Contents](#toc_page)\n\n \n\nSustainability Committee\n\nDuring the reporting period, our Sustainability Committee consisted of Jerry Yang, Joe Tsai and Maggie Wu. Mr. Yang is the chairman of our Sustainability Committee. Mr. Yang satisfies the independence requirements of Section 303A of the NYSE Listed Company Manual and Rule 3.13 of the Hong Kong Listing Rules. The charter of our Sustainability Committee is available on our website.\n\nOur Sustainability Committee is responsible for, among other things:\n\n•\nassisting the board in identifying and evaluating the company’s ESG opportunities and risks, including climate-related opportunities and risks;\n\n•\noverseeing and evaluating the implementation and performance of ESG initiatives and projects; and\n\n•\nadvising the board on ESG-related legal, regulatory and compliance developments and public policy trends.\n\n \n\nCompliance and Risk Committee\n\nDuring the reporting period, our Compliance and Risk Committee consisted of Irene Lee, Albert Ng, Kabir Misra and J. Michael Evans. Ms. Lee is the chairman of our Compliance and Risk Committee. Ms. Lee, Mr. Ng and Mr. Misra satisfy the independence requirements of Section 303A of the NYSE Listed Company Manual and Rule 3.13 of the Hong Kong Listing Rules. The charter of our Compliance and Risk Committee is available on our website.\n\nOur Compliance and Risk Committee is responsible for, among other things:\n\n•\noverseeing our overall compliance and risk management requirements and overall compliance and risk management framework;\n\n•\nevaluating key risk exposures and vulnerabilities and oversee the implementation of compliance and risk policies and procedures; and\n\n•\nassessing the performance of members of management responsible for compliance and risk management, and advise our Compensation Committee to align the compensation of the chief executive officers of our subsidiary businesses with performance on compliance and risk management.\n\n \n\nCapital Management Committee\n\nDuring the reporting period, our Capital Management Committee consisted of Joe Tsai, Eddie Wu, J. Michael Evans and Maggie Wu. Mr. Tsai is the chairman of our Capital Management Committee. The charter of our Capital Management Committee is available on our website.\n\nOur Capital Management Committee is responsible for, among other things:\n\n•\nestablishing and overseeing the implementation of our overall capital management and allocation plan; and\n\n•\nreviewing and advising our board, or approving, based on authorization by our board, significant capital-related transactions and undertakings by us and our subsidiary businesses.\n\n \n\nD.\nEmployees\n\nAlibaba Group periodically reviews its remuneration policy and compensation packages. Discretionary bonuses and other long-term incentives may be awarded to selected employees based on various factors including but not limited to individual performance and the overall performance of our business. We have established learning and training programs to develop our employees both personally and professionally, helping them to better realize their potential and create value, thereby supporting their long-term career success.\n\nThe Company’s subsidiaries in the PRC participate in a government-mandated multi-employer defined contribution plan, which provides housing, pension, medical, maternity, work-related injury and unemployment benefits, as well as other welfare benefits to employees. The relevant labor regulations require the Company’s subsidiaries in the PRC to make monthly contributions to the local labor and social security authorities based on the applicable benchmarks and rates stipulated by the local government. Additionally, we provide commercial health and accidental insurance for our employees. The Company’s subsidiaries also formulate their own unique benefit plans and assistance programs tailored to their specific business needs.\n\n168\n\n[Table of Contents](#toc_page)\n\n \n\nAlibaba Group also makes payments to other defined contribution plans and defined benefit plans for the benefit of employees employed by subsidiaries outside of the PRC.\n\nShare-based awards such as restricted share units, incentive and non-statutory stock options, restricted shares and share appreciation rights may be granted to any directors, employees, service providers and consultants of Alibaba Group or affiliated companies under equity incentive plans adopted since the inception of the Company. For details of Alibaba Group's equity incentive plans, please refer to the section titled “Compensation — Equity Incentive Plans.”\n\nAs of March 31, 2024, 2025 and 2026, we had a total of 204,891, 124,320 and 131,462 full‑time employees, respectively.\n\nWe believe that we have a good working relationship with our employees and we have not experienced any significant labor disputes.\n\nE.\nShare Ownership\n\nFor information regarding the share ownership of our directors and officers, see “Major Shareholders and Related Party Transactions — Major Shareholders.” For information as to stock options granted to our directors, executive officers and other employees, see “ — Compensation — Equity Incentive Plans.”\n\nF.\nDisclosure of a registrant’s action to recover erroneously awarded compensation\n\nNot applicable.\n\n169\n\n[Table of Contents](#toc_page)"}