{"url_path":"/sec/bbaay/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS","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":9059,"has_tables":true,"body_markdown":"ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS\n\nA.\nMajor Shareholders\n\nThe following table sets forth information with respect to beneficial ownership of our ordinary shares as of May 18, 2026, except otherwise noted, by:\n\n•\neach of our directors and executive officers;\n\n•\nour directors and executive officers as a group; and\n\n•\neach person known to us to beneficially own 5% or more of our ordinary shares.\n\nBeneficial ownership information presented in this annual report is determined in accordance with the rules and regulations of the SEC and includes the power to direct the voting or the disposition of the securities or to receive the economic benefit of the ownership of the securities. In computing the number of Shares beneficially owned by a person and the percentage ownership of that person, we have included Shares underlying the ADSs and Shares in CCASS held by the person. We have also included Shares that the person has the right to acquire within 60 days of May 18, 2026, including through the vesting of RSUs and options. These Shares, however, are not included in the computation of the percentage ownership of any other person. The calculations of percentage ownership in the table below are based on 18,669,888,147 ordinary shares (equivalent to approximately 2,333,736,018 ADSs) outstanding as of May 18, 2026.\n\n \n\nThe definition of beneficial ownership for Form 20-F, which is based on voting power and investment power, is different from the definition of beneficial ownership for reports filed under Section 16(a) of the U.S. Exchange Act, which is based on pecuniary interest, as well as the disclosure of interests required under the Hong Kong SFO, and in some cases, the differences may be significant. For example, the shareholding information disclosed pursuant to Section 16(a) of the U.S. Exchange Act and the Hong Kong SFO includes Shares underlying equity-based awards that vest more than 60 days after May 18, 2026.\n\n \n\nName\n\n \n\nBeneficial ownership\n(Shares)\n\n \n\n \n\nBeneficial ownership\n(ADSs) (1)\n\n \n\n \n\nPercent\n\nDirectors and Executive Officers:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nJoseph C. TSAI (2)\n\n \n\n \n\n272,492,074\n\n \n\n \n\n \n\n34,061,509\n\n \n\n \n\n1.5%\n\nEddie Yongming WU\n\n \n\n \n\n19,706,418\n\n \n\n \n\n \n\n2,463,302\n\n \n\n \n\n0.1%\n\nJ. Michael EVANS\n\n \n\n \n\n9,948,000\n\n \n\n \n\n \n\n1,243,500\n\n \n\n \n\n0.1%\n\nMaggie Wei WU\n\n \n\n \n\n10,854,160\n\n \n\n \n\n \n\n1,356,770\n\n \n\n \n\n0.1%\n\nJerry YANG\n\n \n\n \n\n485,072\n\n \n\n \n\n \n\n60,634\n\n \n\n \n\n0.0%\n\nWan Ling MARTELLO\n\n \n\n \n\n360,000\n\n \n\n \n\n \n\n45,000\n\n \n\n \n\n0.0%\n\nWeijian SHAN\n\n \n\n \n\n144,800\n\n \n\n \n\n \n\n18,100\n\n \n\n \n\n0.0%\n\nIrene Yun-Lien LEE\n\n \n\n \n\n138,600\n\n \n\n \n\n \n\n17,325\n\n \n\n \n\n0.0%\n\nAlbert Kong Ping NG\n\n \n\n \n\n133,600\n\n \n\n \n\n \n\n16,700\n\n \n\n \n\n0.0%\n\nKabir MISRA\n\n \n\n \n\n528,800\n\n \n\n \n\n \n\n66,100\n\n \n\n \n\n0.0%\n\nToby Hong XU\n\n \n\n \n\n1,103,120\n\n \n\n \n\n \n\n137,890\n\n \n\n \n\n0.0%\n\nJane Fang JIANG\n\n \n\n \n\n28,677,523\n\n \n\n \n\n \n\n3,584,690\n\n \n\n \n\n0.2%\n\nSara Siying YU\n\n \n\n \n\n4,416,170\n\n \n\n \n\n \n\n552,021\n\n \n\n \n\n0.0%\n\nFan JIANG\n\n \n\n \n\n554,696\n\n \n\n \n\n \n\n69,337\n\n \n\n \n\n0.0%\n\nAll directors and executive officers as a group\n\n \n\n \n\n349,543,033\n\n \n\n \n\n \n\n43,692,879\n\n \n\n \n\n1.9%\n\n \n\n \n\nNotes:\n\n(1)\nEach ADS represents eight Shares. The number of ADSs is, where applicable, rounded to the nearest whole number and for reference only.\n\n(2)\nRepresents (i) 814,405 Shares held directly by Joe Tsai, (ii) 3,333 Shares that Joe Tsai may acquire through vesting of RSUs within 60 days of May 18, 2026, (iii) 10,749,496 Shares held by Joe and Clara Tsai Foundation Limited, a company incorporated under the law of the Island of Guernsey with its registered address at PO Box 186, Royal Chambers, St Julian's Avenue, St Peter Port, Guernsey GY1 4HP, that has granted Joe Tsai a revocable proxy over these shares and which is\n\n170\n\n[Table of Contents](#toc_page)\n\n \n\nwholly-owned by Joe and Clara Tsai Foundation, (iv) 147,385,672 Shares held by Parufam Limited, a Bahamas corporation with its registered address at 303 Shirley Street, P.O. Box N-492, Nassau, The Bahamas, and over which, Joe Tsai, as the sole director of Parufam Limited, has voting and disposition power and (v) 113,539,168 Shares held by PMH Holding Limited, a British Virgin Islands corporation with its registered address at Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands, and over which, Joe Tsai, as the sole director of PMH Holding Limited, has voting and disposition power. Joe Tsai does not have any pecuniary interests in either the 10,749,496 Shares held by Joe and Clara Tsai Foundation Limited or the 147,385,672 Shares held by Parufam Limited. Joe Tsai’s business address is 26/F Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong SAR, the People’s Republic of China.\n\nWe have one class of ordinary shares, and each holder of our ordinary shares is entitled to one vote per share.\n\nAs of May 18, 2026, 18,669,888,147 of our ordinary shares (equivalent to approximately 2,333,736,018 ADSs) were outstanding. To our knowledge, 4,187,680,704 ordinary shares (equivalent to 523,460,088 ADSs), representing approximately 22.4% of our total outstanding shares, were held by 171 record shareholders with registered addresses in the United States, including brokers and banks that hold securities in street name on behalf of their customers. We are not aware of any arrangement that may at a subsequent date, result in a change of control of our company.\n\n \n\nB. Related Party Transactions\n\nOur Related Party Transaction and Connected Transaction Policy\n\nIn order to prevent risks of conflicts of interest or the appearance of conflicts of interest, all of our directors and employees are subject to our code of business conduct and other policies which require, among other things, that any potential transaction between us and an employee or director, their relatives and closely connected persons and certain entities in which they, their relatives or closely connected persons have an interest be approved in writing by an appropriate supervisor or compliance officer.\n\nWe have also adopted a related party transaction and connected transaction policy regarding related party transactions, as defined by Form 20‑F, and connected transactions, as defined by the Hong Kong Listing Rules. These include transactions with our directors and senior management, including their family members, Ant Group and its subsidiaries, the Alibaba Partnership, as well as other relevant parties. This policy is intended to supplement the procedures set forth in our code of business conduct and our other corporate governance policies and does not exempt any person from more restrictive provisions that may exist in our existing procedures and policies.\n\nThis related party transaction and connected transaction policy provides, among other things, that, unless otherwise pre‑approved by our board of directors and subject to compliance with the Hong Kong Listing Rules:\n\n•\neach related party transaction and connected transaction, and any material amendment or modification thereof, shall be adequately disclosed to, and reviewed and approved or ratified by, our Audit Committee or any committee composed solely of disinterested independent directors or by the disinterested members of such committee; and\n\n•\nany employment relationship or similar transaction involving our directors or senior management and any related compensation shall be approved by the disinterested members of our Compensation Committee or recommended by the disinterested members of the Compensation Committee to our board for its approval.\n\nOur related party transaction and connected transaction policy, code of business conduct and our other corporate governance policies are subject to periodic review and revision by our board.\n\nSummary of Major Related Party Transactions\n\nAs disclosed in greater detail in the following paragraphs, we have entered into or continued certain major related party transactions in fiscal years 2024, 2025 and 2026, which are summarized in the table below.\n\nRelated Party\n\n \n\nTransaction Description\n\nAnt Group and its affiliates\n\n•\nThe SAPA, which was amended in 2018, 2019, 2020 and 2022, pursuant to which we received a 33% equity interest (on a fully diluted basis) in Ant Group, and which sets forth, among other things, our rights in Ant Group.\n\n \n\n \n\n \n\n•\nThe Alipay commercial agreement, pursuant to which Alipay provides payment and escrow services to us.\n\n \n\n \n\n \n\n•\nThe Amended IPLA provides that we and our subsidiaries license to Ant Group and/or its subsidiaries certain intellectual property rights; pursuant to the SAPA, a cross-license\n\n171\n\n[Table of Contents](#toc_page)\n\n \n\nRelated Party\n\n \n\nTransaction Description\n\n \n\nagreement was entered into in September 2019 upon our receipt of the 33% equity interest (on a fully diluted basis) in Ant Group.\n\n \n\n \n\n \n\n•\nOther ancillary agreements, including a shared services agreement, which was amended and restated in 2020, pursuant to which we and Ant Group provide certain administrative and support services to each other and our respective affiliates, a SME loan cooperation framework agreement, pursuant to which we and Ant Group cooperate with each other with respect to the enforcement of each other’s rights and the provision of certain financial services to our customers and merchants in connection with the SME loan business, and a trademark agreement, pursuant to which we granted Ant Group a license for it to continue to use certain trademarks and domain names.\n\n \n\n \n\n \n\n•\nWe provide Ant Group and its affiliates with cloud computing services, marketplace software technology services and other services.\n\n \n\n \n\n \n\n•\nVarious investments involving Ant Group.\n\n \n\n \n\n \n\n•\nPrior to 2023, we granted share-based awards to employees of Ant Group; Junhan, a major equity holder of Ant Group, and Ant Group granted share-based awards to our employees. We, Junhan and Ant Group agreed to settle with each other the cost associated with certain share-based awards granted to each other’s employees upon vesting.\n\n \n\n \n\nEntities affiliated with our directors and officers\n\n•\nWe agreed to assume the cost of maintenance, crew and operation of personal aircraft of our chairman where the cost is allocated for business purposes.\n\n \n\n \n\n \n\n•\nInvestments in and various investments involving the Vision Plus Capital Funds, investment funds affiliated with our director and chief executive officer.\n\n \n\n \n\nInvestment funds affiliated with Jack Ma\n\n•\nVarious investments involving the Yunfeng Funds, investment funds affiliated with Jack Ma.\n\n \n\n \n\nInvestees\n\n•\nWe extended loans to and provided guarantees for certain of our investees.\n\n \n\n \n\n \n\n•\nWe have made co‑investments with certain of our investees.\n\n \n\n \n\nVariable interest entities and variable interest entity equity holders\n\n•\nWe operate certain of our businesses in China through contractual arrangements between our relevant subsidiaries, the variable interest entities and variable interest entity equity holders.\n\n \n\n \n\nDirectors and executive officers\n\n•\nWe entered into indemnification agreements with our directors and executive officers.\n\n \n\n \n\n \n\n•\nWe entered into employment agreements with our directors and executive officers.\n\n \n\n \n\n \n\n•\nWe grant equity incentive awards to our directors and executive officers.\n\n \n\nCommercial Arrangements with Investees and Ant Group and Its Affiliates\n\nThe following table summarizes the services fees paid to Ant Group and its affiliates in fiscal years 2024, 2025 and 2026.\n\n \n\n \n\n \n\n \n\nYear ended March 31,\n\n \n\nRelated Party\n\n \n\nTransaction\n\n \n\n2024\n\n \n\n \n\n2025\n\n \n\n \n\n2026\n\n \n\n \n\n \n\n \n\nRMB\n\n \n\n \n\nRMB\n\n \n\n \n\nRMB\n\n \n\n \n\nUS$\n\n \n\n \n\n \n\n \n\n(in millions)\n\n \n\nAnt Group and its affiliates\n\n \n\nPayment processing and escrow\n   services fee\n\n \n\n \n\n13,164\n\n \n\n \n\n \n\n15,467\n\n \n\n \n\n \n\n18,019\n\n \n\n \n\n \n\n2,612\n\n \n\n \n\nOther amounts incurred (i)\n\n \n\n \n\n3,050\n\n \n\n \n\n \n\n4,314\n\n \n\n \n\n \n\n3,022\n\n \n\n \n\n \n\n438\n\n \n\n \n\nNote:\n\n(i) Other amount incurred primarily related to cloud computing services, sales and marketing and other services.\n\nCertain of our investees have entered into commercial arrangements with us in connection with certain logistics services they provide to us. In fiscal years 2024, 2025 and 2026, we incurred costs and expenses of RMB14,864 million, RMB15,542 million and\n\n172\n\n[Table of Contents](#toc_page)\n\n \n\nRMB19,267 million (US$2,793 million), respectively, for these logistics services. In fiscal year 2026, these costs and expenses accounted for 2.0% of our costs and expenses.\n\nCertain of our investees have also entered into commercial arrangements with us in connection with certain marketing services they provide to our business. In fiscal years 2024, 2025 and 2026, we incurred costs and expenses of RMB736 million, RMB1,010 million and RMB1,457 million (US$211 million), respectively, for these marketing services. In fiscal year 2026, these costs and expenses accounted for 0.1% of our costs and expenses.\n\nOther than the foregoing, the aggregate service fees we paid to other related parties accounted for less than 1% of total costs and expenses in each of fiscal years 2024, 2025 and 2026.\n\nThe following table summarizes the services fees received from Ant Group and its affiliates in fiscal years 2024, 2025 and 2026.\n\n \n\n \n\n \n\n \n\nYear ended March 31,\n\n \n\nRelated Party\n\n \n\nTransaction\n\n \n\n2024\n\n \n\n \n\n2025\n\n \n\n \n\n2026\n\n \n\n \n\n \n\n \n\nRMB\n\n \n\n \n\nRMB\n\n \n\n \n\nRMB\n\n \n\n \n\nUS$\n\n \n\n \n\n \n\n \n\n(in millions)\n\n \n\nAnt Group and its affiliates\n\n \n\nCloud services revenue\n\n \n\n \n\n8,814\n\n \n\n \n\n \n\n11,113\n\n \n\n \n\n \n\n19,134\n\n \n\n \n\n \n\n2,774\n\n \n\n \n\nMarketplace software\n   technology services fee\n   and other amounts incurred\n\n \n\n \n\n4,051\n\n \n\n \n\n \n\n6,046\n\n \n\n \n\n \n\n5,402\n\n \n\n \n\n \n\n783\n\n \n\n \n\n \n\nWe have entered into commercial arrangements with certain of our investees related to logistics services. In fiscal years 2024, 2025 and 2026, we recognized revenue of RMB2,540 million, RMB4,573 million and RMB3,301 million (US$479 million), respectively, in connection with these logistics services. In fiscal year 2026, this revenue accounted for 0.3% of our revenue.\n\nWe have also entered into commercial arrangements with certain of our investees related to cloud services. In fiscal years 2024, 2025 and 2026, we recognized revenue of RMB984 million, RMB4,507 million and RMB9,415 million (US$1,365 million), respectively, for these cloud services. In fiscal year 2026, this revenue accounted for 0.9% of our revenue.\n\nOther than the related party transactions summarized above, the aggregate payments we received from other related parties accounted for less than 1% of total revenue in each of the fiscal years 2024, 2025 and 2026.\n\nAgreements and Transactions Related to Ant Group and Its Subsidiaries\n\nOwnership of Ant Group and Alipay\n\nWe originally established Alipay in December 2004 to operate our payment services business. In June 2010, the PBOC issued new regulations that required non-bank payment companies to obtain a license in order to operate in China. These regulations provided specific guidelines for license applications only for domestic PRC-owned entities. These regulations stipulated that, in order for any foreign-invested payment company to obtain a license, the scope of business, the qualifications of any foreign investor and any level of foreign ownership would be subject to future regulations to be issued, which in addition would require approval by the State Council of the PRC. Furthermore, these regulations required that any payment company that failed to obtain a license must cease operations by September 1, 2011. Although Alipay was prepared to submit its license application in early 2011, at that time the PBOC had not issued any guidelines applicable to license applications for foreign-invested payment companies. In light of the uncertainties relating to the license qualification and application process for a foreign-invested payment company, our management determined that it was necessary to restructure Alipay as a company wholly-owned by PRC citizens in order to avail Alipay of the specific licensing guidelines applicable only to domestic PRC-owned entities. Accordingly, we divested all of our interest in and control over Alipay in 2011, which resulted in deconsolidation of Alipay from our financial statements. This action enabled Alipay to obtain a payment business license in May 2011 without delay and without any detrimental impact to our China retail marketplaces or to Alipay.\n\nFollowing the divestment of our interest in and control over Alipay, effective in the first calendar quarter of 2011, the ownership structure of Alipay’s parent entity, Ant Group, was changed so that Jack Ma held a substantial majority of the equity ownership interest in Ant Group. The ownership structure of Ant Group subsequently was further restructured. Ant Group also completed several rounds of equity financing. In September 2019, we received a newly issued 33% equity interest (on a fully diluted basis) in Ant Group following the satisfaction of the closing conditions set forth in the SAPA, as amended in 2018 and 2019. In July 2023, we received notice from Ant Group that a shareholder meeting held on July 23, 2023 had approved, among other things, a proposal by Ant Group to repurchase from all of its shareholders up to 7.6% of its equity interest. We did not participate in such share repurchase.\n\n173\n\n[Table of Contents](#toc_page)\n\n \n\nAs of March 31, 2026, Junhan and Junao held approximately 32% and 22% of Ant Group’s equity interest, respectively, we held 33% and other shareholders held the remaining equity interest. Previously, Jack Ma had control over the equity interests in Ant Group held by Junhan and Junao. Through an agreement with the other shareholders of the general partner entity of Junhan and Junao as well as the articles of association of the general partner entity then in effect, Jack Ma had control over resolutions passed at general meetings of the general partner entity that would relate to the exercise of rights by Junhan and Junao as shareholders of Ant Group. In December 2023, Junhan and Junao completed certain changes in their voting structures, pursuant to which this agreement among Jack Ma and the other shareholders of the general partner entity of Junhan and Junao was terminated. In addition, Junhan changed its general partner to a newly established entity while Junao would keep the existing general partner entity. As a result of the changes, (i) Jack Ma no longer controls the majority voting interests in Ant Group held by Junhan and Junao, (ii) each of Junhan and Junao is controlled by a separate general partner entity that is not controlled by any single person, (iii) our equity interest in Ant Group remains unchanged, and (iv) neither we nor any other shareholder has control over Ant Group.\n\nEconomic interests of Ant Group through Junhan are owned by Jack Ma, Simon Xie and other employees and former employees of us and Ant Group and its affiliates and investee companies. These economic interests are in the form of limited partnership interests and interests similar to share appreciation rights tied to potential appreciation in the value of Ant Group. The economic interests in Junao are held in the form of limited partnership interests by certain members of the Alibaba Partnership and Ant Group's management.\n\nWe understand that it is the intention of the shareholders of Ant Group that:\n\n•\nJack Ma’s direct and indirect economic interest in Ant Group (for the avoidance of doubt, other than the equity stake in Ant Group held by our company), as he has confirmed to us, will be reduced over time to a percentage that does not exceed his and his affiliates’ interest in our company as of the time immediately prior to the completion of our initial public offering (the percentage of our ordinary shares Jack Ma and his affiliates beneficially owned immediately prior to the completion of our initial public offering was 8.8%) and that this reduction will be caused in a manner by which neither Jack Ma nor any of his affiliates would receive any economic benefit thereby. We have been informed by Ant Group that the proposed reduction of Jack Ma’s economic interest is expected to be accomplished through a combination of future share-based awards to employees and dilutive issuances of equity in Ant Group, among others;\n\n•\nfrom time to time, additional economic interests in Ant Group in the form of interests similar to share appreciation rights issued by Junhan will be transferred to employees of Ant Group and our employees; and\n\n•\nAnt Group may raise equity capital from investors in the future in order to finance its business expansion, with the effect that the shareholding of Junao and Junhan in Ant Group will be reduced through dilution (the amount of dilution would depend on future valuations and the amount of equity capital to be raised).\n\nOur Commercial Arrangements with Ant Group and Alipay\n\nAfter the divestment of our interest in and control over Alipay, we entered into a framework agreement in July 2011, or the 2011 framework agreement, with SoftBank, Altaba Inc. (formerly known as Yahoo! Inc.), Alipay, Ant Group, Jack Ma and Joe Tsai and certain of their affiliates. At the same time, we also entered into various implementation agreements that included a commercial agreement, or the Alipay commercial agreement, an intellectual property license and software technology service agreement, or the 2011 IPLA, and a shared services agreement, which together governed our financial and commercial relationships with Ant Group and Alipay.\n\nRestructuring of Our Relationship with Ant Group and Alipay, 2019 Equity Issuance, and Related Amendments\n\nOn August 12, 2014, we entered into a share and asset purchase agreement, which we refer to as the SAPA, and entered into or amended certain ancillary agreements including among others an amendment and restatement of the 2011 IPLA, or the 2014 IPLA, an amended and restated shared services agreement, a SME loan cooperation framework agreement and a trademark agreement. We also entered into a data sharing agreement, which was subsequently terminated on July 25, 2022. Currently, we and Ant Group, to the extent necessary for each party to provide services to our respective customers, instead negotiate the terms of data sharing arrangements on a case-by-case basis and as permitted by applicable laws and regulations. Pursuant to these agreements, we restructured our relationships with Ant Group and Alipay and terminated the 2011 framework agreement. Pursuant to the SAPA, we also sold certain securities and assets primarily relating to our SME loan business and other related services to Ant Group in February 2015.\n\nOn February 1, 2018, we amended both the SAPA and the Alipay commercial agreement, and agreed with Ant Group and certain other parties on forms of certain ancillary agreements.\n\n174\n\n[Table of Contents](#toc_page)\n\n \n\nOn September 23, 2019, we further amended the SAPA and received a 33% equity interest (on a fully diluted basis) in Ant Group pursuant to the SAPA, or the Issuance. The Issuance was fully funded by payments from Ant Group and its subsidiaries to us in consideration for certain intellectual property and assets that we transferred under the SAPA, as amended in 2018 and 2019. In connection with the receipt of the Issuance, we entered into the previously agreed form of amendment and restatement of the 2014 IPLA, or the Amended IPLA. For more information, see “— Alipay Intellectual Property License and Software Technology Services Agreement” below. We also entered into a cross license agreement with Ant Group providing for a license by each of Ant Group and us to each other of certain patents, trademarks, software and other technologies (including but not limited to patents and software transferred at the Issuance closing). The cross license agreement also contains provisions relating to cooperation and coordination between Ant Group and us on various intellectual property matters, including prosecution, enforcement, acquisition, and joint defense arrangements, among other matters.\n\nOn August 24, 2020, we further amended the SAPA, the Alipay commercial agreement and certain other agreements, referred to as the 2020 Amendments. The 2020 Amendments were made primarily to facilitate Ant Group’s then planned IPO on the Science and Technology Innovation Board of the Shanghai Stock Exchange and on the Main Board of the Hong Kong Stock Exchange.\n\nOn July 25, 2022, we and Ant Group further amended the SAPA and the Alipay commercial agreement (such further amendments, the “2022 Amendments”), with certain amendments that took effect on August 13, 2022. The 2022 Amendments were made primarily to improve our ability to maximize our competitive advantage, enhance the economic benefit from our equity interest in Ant Group and help us better manage related party and other risks arising from changes in the regulatory and operational environment.\n\nApart from the 2018, 2019, 2020 and 2022 amendments to our agreements with Ant Group described in this section, the key terms of our agreements with Ant Group and Alipay from the 2014 restructuring remain substantially unchanged.\n\nRegulatory Unwind\n\nPrior to the 2020 Amendments, the SAPA as amended in 2018 and 2019, provided that, if a relevant governmental authority prohibits us from owning all or a portion of our equity interest in Ant Group after the equity issuance has occurred through enactment of a law, rule or regulation, or explicitly requires Ant Group to redeem this equity interest, and the prohibition or request is not subject to appeal and cannot otherwise be resolved, then to the extent necessary, Ant Group will redeem the equity interest; the related intellectual property and asset transfers, and ancillary transactions under the SAPA will be unwound; and the terms of the SAPA, the 2014 IPLA, and other related agreements will be restored, including the prior profit share payments under the 2014 IPLA and liquidity event payment (which would be payable to us in the event of a qualified IPO of Ant Group or Alipay, in an amount equal to 37.5% of the equity value of Ant Group as a whole, immediately prior to the qualified IPO). If there is a partial unwind where we retain a portion of our equity interest in Ant Group, but less than the full 33%, then pursuant to the terms of the SAPA and the 2014 IPLA, the prior profit share payment arrangement and liquidity event payment amount will be proportionately reduced based on the amount of equity interest retained by us. Pursuant to the 2020 Amendments, these provisions would terminate upon the completion of a qualified IPO of Ant Group. However, pursuant to the 2020 Amendments and the 2022 Amendments, if a qualified IPO of Ant Group has not been completed within the prescribed period of time, the foregoing rights will no longer be subject to termination upon the completion of a qualified IPO of Ant Group.\n\nIn 2011, Jack Ma and Joe Tsai contributed 280,000,000 and 120,000,000 of our Shares, respectively, after having accounted for the Share Split, held by them to APN Ltd. (“APN”), a vehicle they established to hold these shares. Prior to June 2, 2022, the shares of APN, as well as the 400,000,000 Shares, after having accounted for the Share Split, held by APN, were pledged to us to secure certain obligations of Ant Group under the SAPA and the Alipay commercial agreement, as well as the direct liability of APN for up to US$500 million of the liquidity event payment if any liquidity event payment becomes due. On June 2, 2022, we agreed with Jack Ma, Joe Tsai and APN to terminate the pledges in relation to the shares of APN and the 400,000,000 Shares, in consideration of personal guarantees provided to us by Jack Ma and Joe Tsai in connection with Ant Group’s remaining contingent payment obligations to us. We believe this transaction reasonably reflects the reduction in Ant Group’s contingent payment obligations to us since 2011 when the pledges were first created, the valuation of which was conducted with help from an independent financial advisor, and the increased financial strength and creditworthiness of Ant Group.\n\nPre-emptive Rights\n\nFollowing our receipt of equity interest in Ant Group, we have pre-emptive rights to participate in other issuances of equity securities by Ant Group and certain of its affiliates prior to a qualified IPO of Ant Group. These pre-emptive rights entitle us to maintain the equity ownership percentage we hold in Ant Group immediately prior to any such issuances. In connection with our exercise of our pre-emptive rights we are also entitled to receive certain payments from Ant Group, effectively funding our subscription for these additional equity interests, up to a value of US$1.5 billion, subject to certain adjustments, or the pre-emptive rights funded payments. In addition to these pre-emptive rights and the pre-emptive rights funded payments, under the SAPA, in certain circumstances we are permitted to exercise pre-emptive rights through an alternative arrangement that will further protect us from dilution.\n\n175\n\n[Table of Contents](#toc_page)\n\n \n\nCertain Restrictions on the Transfer of Ant Group Equity Interests\n\nUnder the SAPA, certain parties thereto, including us in some cases, are subject to restrictions on the transfer of equity interests in Ant Group, including:\n\n•\nfollowing our receipt of the Issuance and until the earlier of the completion of a qualified IPO of Ant Group or the termination of the independent director rights provided in the SAPA, without the prior written consent of our company, none of Jack Ma, Joe Tsai (if he holds any equity interest at that time), Junao, Junhan or Ant Group may knowingly transfer any equity in Ant Group to a third-party who would thereby acquire more than 50% of the voting or economic rights in, or assets of, Ant Group; and\n\n•\nfollowing our receipt of the Issuance and until the completion of a qualified IPO of Ant Group, any transfer of equity interests in Ant Group by Junao or Junhan, on the one hand, or our company, on the other hand, will be subject to a right of first refusal by the other party.\n\nNon-competition Undertakings\n\nUnder the SAPA, subject to certain limitations and unless both parties agree, Ant Group may not engage in any business conducted by us from time to time or logical extensions thereof, and we are restricted from engaging in specified business activities within the scope of business of Ant Group, including the provision and distribution of credit and insurance, the provision of investment management and banking services, payment transaction processing and payment clearing services for third parties, leasing, lease financing and related services, trading, dealing and brokerage with respect to foreign exchange and financial instruments, distribution of securities, commodities, funds, derivatives and other financial products and the provision of credit ratings, credit profiles and credit reports. Each party may, however, make passive investments in competing businesses below specified thresholds, in some cases after offering the investment opportunity to the other party. The 2020 Amendments allow Ant Group to engage in the sale and placement of advertisements by financial institutions solely in connection with financial services on publicly available mobile applications and end-user interfaces majority-owned and operated by Ant Group, an activity that falls within the scope of our business but which Ant Group is permitted to engage in as an exception to the non-compete provisions, subject to certain qualifications. Pursuant to the 2022 Amendments, we have agreed to expand Ant Group’s ability to engage in such sale and placement of advertisements on publicly available mobile applications and end-user interfaces majority-owned and operated by Ant Group. We have also agreed to permit Ant Group to provide technology services in facilitation of the operations of any payment or financial services business to financial institutions and merchants using Ant Group’s payment services, except that Ant Group may not provide any IaaS-related cloud services, and we are allowed to provide services and products relating to payment accounts outside of Chinese mainland that Ant Group is unable to provide to us or our customers and to provide and distribute credit and insurance in cooperation with financial services business operators to facilitate businesses on our platforms, among other things.\n\nCorporate Governance Provisions\n\nThe SAPA provides that we and Ant Group will recommend one independent nominee who, subject to the vetting by the nomination and remuneration committee of the board of Ant Group, to the extent required by such committee’s charter (subject to any amendments required by any applicable law or requested by any applicable governmental authority), and subject further to the vetting by applicable governmental authorities, as required by applicable law, will be nominated as a member of its board and serve on the board’s Audit Committee, and Jack Ma, Joe Tsai (in case he holds any equity interest in Ant Group), Junhan and Junao will agree to vote the equity interests in Ant Group controlled by them in favor of the nomination. We are not permitted to approve certain actions to be taken under the SAPA and related agreements before we obtain the consent from the Independent Committee.\n\nUpon the Issuance in September 2019, we nominated two of our officers who have been elected to the board of Ant Group pursuant to our rights under the SAPA.\n\nIn each case, these director nomination rights will continue unless we cease to own a certain amount of our post-issuance equity interests in Ant Group, or upon the completion of a qualified IPO of Ant Group, whichever is earlier.\n\n176\n\n[Table of Contents](#toc_page)\n\n \n\nAdditional Alibaba Rights\n\nIn addition to the rights discussed above, the SAPA, as amended in 2018 and 2019, provides us with certain other rights with respect to Ant Group. These include, among others:\n\n•\ncustomary information rights;\n\n•\napproval rights over certain Ant Group or Alipay actions;\n\n•\nrights to ensure our ability to participate in any qualified IPO of Ant Group;\n\n•\napproval rights (with the consent of the Independent Committee) over increases to the size of Ant Group board resulting in the number of board seats exceeding a certain specific number; and\n\n•\napproval rights (with the consent of the Independent Committee) over any Alipay IPO.\n\nPursuant to the 2020 Amendments, the foregoing rights requiring the Independent Committee’s consent will terminate upon the completion of a qualified IPO of Ant Group. However, pursuant to the 2020 Amendments and the 2022 Amendments, if a qualified IPO of Ant Group has not been completed within the prescribed period of time, these rights will no longer be subject to termination upon the completion of a qualified IPO of Ant Group. For more information, see “— Termination of Alibaba Rights” below.\n\nTermination of Alibaba Rights\n\nUnder the SAPA, as amended in 2018 and 2019, certain of our rights with respect to Ant Group were terminated upon our receipt of the Issuance.\n\nIn addition, the SAPA, as amended in 2018 and 2019, provides that, in connection with Ant Group or Alipay commencing an IPO process, we and Ant Group will discuss in good faith the amendment or termination of our rights to the extent necessary or advisable to achieve an efficient and successful IPO. Certain of our rights that would be incremental to the rights of other shareholders of Ant Group as of the consummation of the IPO (excluding, among other things, our information rights) will terminate if required by a relevant stock exchange or governmental authority, or if necessary to obtain a legal opinion in connection with the IPO application. If the IPO application is withdrawn or rejected by the relevant authorities, or if the IPO is not consummated within a certain period of time, then any of our rights that were terminated or amended in anticipation of the IPO will be restored.\n\nPursuant to the 2020 Amendments, the following rights under the SAPA, as amended in 2018 and 2019, will terminate upon the completion of a qualified IPO of Ant Group:\n\n•\nour rights to participate in any qualified IPO of Ant Group or Alipay;\n\n•\nthe Independent Committee’s approval rights over:\n\n•\nvoluntary transfers of any equity securities of Alipay;\n\n•\nincreases to the size of Ant Group board resulting in the number of board seats exceeding a certain number; and\n\n•\nany Alipay IPO.\n\nIf the IPO of Ant Group has not been completed within the prescribed period of time, the foregoing Independent Committee’s approval rights will, pursuant to the 2020 Amendments and the 2022 Amendments, no longer be subject to termination upon the completion of a qualified IPO of Ant Group.\n\n177\n\n[Table of Contents](#toc_page)\n\n \n\nAlipay Commercial Agreement\n\nUnder the Alipay commercial agreement among us, Alipay and Ant Group, which agreement still remains in place following the 2014 restructuring and the 2018, 2019, 2020 and 2022 amendments to our agreements with Ant Group, each as described above, Alipay provides payment processing and escrow services to us. These services enable settlement of transactions on our marketplaces through a secure payment platform and escrow process. Given the significant transaction volume on our platforms, we pay Alipay a fee for these services on terms that are preferential to us. These preferential terms enable us, with certain exceptions, to make available basic payment processing and escrow services to consumers and merchants on our marketplaces free of charge. We believe that these services provide us with a competitive advantage that otherwise would be diminished without the preferential terms of the Alipay commercial agreement.\n\nThe fees that we pay Alipay are based on fee rates and actual payment volumes processed on our marketplaces. The fee rates reflect, among other things, Alipay’s bank-processing costs and operating costs allocable to the services provided to us, and accordingly are subject to adjustment on an annual basis to the extent these costs increase or decline. In connection with the 2014 restructuring, the Alipay commercial agreement was amended to provide that a special independent committee, or the Independent Committee, must approve the fee rates in advance on an annual basis. Currently, the Independent Committee consists of all of our independent directors. The fee rates for the immediately preceding year remain in effect until such time as the annual approval by the Independent Committee has been obtained. In fiscal years 2024, 2025 and 2026, service fees in connection with the payment services provided by Alipay under this agreement amounted to RMB13,164 million, RMB15,467 million and RMB18,019 million (US$2,612 million), respectively. The Alipay commercial agreement has an initial term of 50 years, and is automatically renewable for further periods of 50 years, subject to our right to terminate at any time upon one year’s prior written notice. Prior to the 2020 Amendments, if the Alipay commercial agreement was required by applicable regulatory authorities, including under stock exchange listing rules, to be modified in certain circumstances, a one-time payment may have been payable to us by Ant Group to compensate us for the impact of the adjustment. Certain conforming amendments were made to the Alipay commercial agreement as part of the relevant amendments to our agreements with Ant Group and Alipay described above. Pursuant to the 2020 Amendments, we no longer have the right to receive such one-time payment. This change was made to facilitate the IPO of Ant Group. If the IPO of Ant Group is withdrawn or rejected by governmental authority or is not completed within a certain period of time, the change will be unwound and our right will be restored.\n\nPursuant to the 2022 Amendments, our right to such one-time payment will no longer be restored. We have considered the probability of such one-time payment becoming payable, the changes in the regulatory and operational environment of our and Ant Group’s businesses and the resultant uncertainty to the two businesses if Ant Group were to remain subject to the obligation to make such one-time payment. We believe that an amendment to the Alipay commercial agreement to remove Ant Group’s obligation to pay such one-time payment will ultimately enhance the economic benefit that we may receive from Ant Group as a result of our equity interest in Ant Group and help us better manage related party and other risks arising from changes in the regulatory and operational environment.\n\nPursuant to the 2022 Amendments, from August 13, 2023, with respect to any payment processing and escrow services to be provided by Ant Group to us outside of Chinese mainland, the fee rates and payment-related terms for such services are no longer governed by the Alipay commercial agreement and are instead agreed upon between Ant Group and/or its affiliates and us separately.\n\nAlipay Intellectual Property License and Software Technology Services Agreement\n\n2014 IPLA\n\nPursuant to the original 2011 framework agreement, we entered into the 2011 IPLA, pursuant to which we and our subsidiaries licensed to Alipay certain intellectual property rights and provided various software technology services to Alipay and its subsidiaries. In August 2014, we entered into the 2014 IPLA.\n\nUnder the 2011 IPLA, Alipay paid us a royalty and software technology services fee equal to the sum of an expense reimbursement plus a share of the consolidated pre-tax income of Alipay and its subsidiaries until a liquidity event of Alipay or Ant Group. The calculation of the profit share percentage was subject to downward adjustments upon certain dilutive equity issuances by Alipay or Ant Group. Under the 2014 IPLA, we received, in addition to a software technology service fee, royalty streams related to Alipay and other current and future businesses of Ant Group, which we refer to collectively as the profit share payments. The profit share payments were paid at least annually and equal the sum of an expense reimbursement plus a share of the consolidated pre-tax income of Ant Group (subject to certain adjustments), including not only Alipay but all of Ant Group’s subsidiaries.\n\nUpon our receipt of the Issuance in September 2019, we entered into the Amended IPLA and terminated the 2014 IPLA, and accordingly, the profit share payment arrangement under the 2014 IPLA automatically terminated.\n\n178\n\n[Table of Contents](#toc_page)\n\n \n\nAmended IPLA\n\nPursuant to the SAPA, as amended in 2018 and 2019, we, Ant Group and Alipay entered into the Amended IPLA upon our receipt of the Issuance, at which time we also transferred certain intellectual property and assets to Ant Group and its subsidiaries and the profit share payment arrangement was terminated, as described in “— Restructuring of Our Relationship with Ant Group and Alipay; 2019 Equity Issuance, and Related Amendments” above.\n\nWhile the profit share payments have terminated under the Amended IPLA, Ant Group may in certain circumstances continue to make certain royalty payments to us (as agreed to by Ant Group and the Independent Committee), which may be used as pre-emptive rights funded payments under the SAPA, as described in “— Pre-emptive Rights” above.\n\nAdditionally, pursuant to the Amended IPLA, Ant Group and its subsidiaries will receive expanded rights to apply for, register and manage certain intellectual property related to their businesses, subject to certain continuing restrictions and our rights, and we will cease to provide certain software technology services to Ant Group and its subsidiaries.\n\nThe Amended IPLA will terminate upon the earliest of:\n\n•\nthe full payment of all pre-emptive rights funded payments under the SAPA;\n\n•\nthe closing of a qualified IPO of Ant Group or Alipay; and\n\n•\nour transfer to Ant Group of any remaining intellectual property we own that is exclusively related to the business of Ant Group.\n\nOther Ancillary Agreements\n\nSME Loan Cooperation Framework Agreement\n\nWe and Ant Group entered into a SME loan cooperation framework agreement in August 2014, pursuant to which each party agreed to cooperate with, and provide certain services with respect to, the other party’s enforcement of certain rights of the other party against users of its platforms and services and with respect to the provision of certain financial services to our customers and merchants. In particular, we agreed, upon Ant Group’s request, to close down or suspend online storefronts and restrict marketing activities on our platforms of persons defaulting on loans made by Ant Group and persons in violation of Alipay rules and regulations, and to publish notices on our platforms and provide information regarding these persons, in each case in a manner to be further agreed upon from time to time. Ant Group agreed, upon our request, to make loans and/or extensions of credit and related financial services available to our users, freeze and pay over to us funds in accounts of users violating our rules and regulations or agreements with us, accelerate loans and terminate credit facilities of these users, restrict marketing activities on its platforms by these users, and provide information regarding these users, in each case in a manner to be further agreed upon from time to time. Neither party is required to pay any fees in consideration for the services provided by the other party, and apart from the provision of these services, there will be no other exchange of value in connection with this agreement. The cooperation agreement has an initial term of five years, with automatic renewals upon expiry for additional five-year periods.\n\nFrom time to time, we expect to enter into similar commercial arrangements with respect to cooperation matters and the provision of services between us and Ant Group and to our respective customers.\n\nTrademark Agreement\n\nWe and Ant Group entered into a trademark agreement in August 2014, pursuant to which we granted Ant Group a non-transferable, non-assignable and non-sublicensable (except to its subsidiaries) license for it and its sublicensed subsidiaries to continue to use certain trademarks and domain names based on trademarks owned by us, in connection with their payment services business and the SME loan business transferred by us to them, and in the same manner of use as in August 2014, and a non-transferable, non-assignable and non-sublicensable (except to its subsidiaries) license to use other trademarks and domain names based on trademarks owned by us, and in that manner, as we may agree to allow in the future. Pursuant to the trademark agreement, each of the parties further agreed to the rights and limitations that each would have to use the “Ali” name or prefix and the “e-commerce” (and its Chinese equivalent) name, prefix or logo as part of a trademark or domain name in each party’s and its subsidiaries’ respective businesses. Neither party is required to pay any fees under this agreement, and, apart from the licenses and rights set forth in the agreement, there will be no other exchange of value in connection with this agreement. Pursuant to the SAPA, following our receipt of the Issuance, we transferred and are in the process of transferring to Ant Group ownership of several of the trademarks and domain\n\n179\n\n[Table of Contents](#toc_page)\n\n \n\nnames licensed by us to Ant Group. However, the trademark agreement will remain in effect in accordance with its terms following the transaction to provide for a continued license of other trademarks that we will continue to own.\n\nShared Services Agreement and Other Commercial Arrangements with Ant Group\n\nWe and Ant Group entered into a shared services agreement, which was amended and restated in August 2020 in connection with the 2020 Amendments to the SAPA. Pursuant to the shared services agreement, we and Ant Group provide certain administrative and support services to each other and our respective affiliates. We also provide Ant Group and its affiliates with cloud computing services, marketplace software technology services and other services. See “— Commercial Arrangements with Investees and Ant Group and Its Affiliates.”\n\nAgreements Entered into in 2020\n\nArrangements to Acquire Further Shares in an IPO of Ant Group\n\nIn 2020, we entered into certain agreements with Ant Group, pursuant to which we may subscribe for additional shares in Ant Group as part of an IPO of Ant Group, such that we may continue to hold an equity interest not exceeding 33% in Ant Group upon the completion of such IPO of Ant Group.\n\nDocuments to Implement Transfers of IP Contemplated by SAPA\n\nIn connection with the 2020 Amendments, we entered into a number of agreements pursuant to which we transferred to Ant Group certain intellectual property exclusively relating to the business of Ant Group in connection with the IPO of Ant Group, which transfers were contemplated by the SAPA, as amended in 2018 and 2019. Ant Group would be required to transfer such intellectual property back to us if the IPO of Ant Group is not completed within a certain period of time. Pursuant to the 2022 Amendments, having considered the relevant insignificance of such intellectual property to us and the uncertainties associated with any such requirements to transfer such intellectual property back to us in light of the regulatory and operational changes, we agreed that Ant Group would no longer be required to transfer such intellectual property to us regardless of whether the IPO of Ant Group is completed.\n\nInvestments Involving Ant Group\n\nWe have invested in businesses in which Ant Group is a shareholder or co-invested with Ant Group in other businesses.\n\nShare-based Award Arrangements\n\nPrior to 2023, certain of our employees were granted share-based awards by Junhan and Ant Group, and certain employees of Ant Group were granted share-based awards by us. These awards are settled by respective grantors upon disposal of these awards by the holders, vesting or exercise of these awards, depending on the forms of these awards. In addition, Junhan and Ant Group have the right to repurchase the vested awards (or any underlying equity for the settlement of the vested awards) granted by them, as applicable, from the holders upon an initial public offering of Ant Group or the termination of the holders’ employment with us at a price to be determined based on the then fair market value of Ant Group.\n\nStarting from April 2020, the parties agreed to settle with each other the cost associated with certain share-based awards granted to each other’s employees upon vesting. The settlement amounts under this arrangement depend on the values of Ant Group share-based awards granted to our employees and our share-based awards granted to employees of Ant Group. It is expected that the settlement amounts are insignificant to us.\n\n180\n\n[Table of Contents](#toc_page)\n\n \n\nTransactions with Entities Affiliated with Our Directors and Officers\n\nJoe Tsai, our chairman, has purchased his own aircraft for both business and personal use. He has waived any leasing fees for the use of such aircraft in connection with the performance of his duties as our chairman, and we have agreed to assume the cost of maintenance, crew and operation of the aircraft where the cost is allocated for business purposes.\n\nEddie Wu, our director and chief executive officer, is the founding partner of Vision Plus Capital, a venture capital firm that has focused since 2015 on investing in the areas of advanced technology, enterprise services and digital healthcare. He currently holds interests in the general partners of a number of funds of Vision Plus Capital and certain management companies of Vision Plus Capital. He has also committed, or is expected to commit funds, to the general partners or as limited partners of certain funds of Vision Plus Capital. We refer to these funds collectively as Vision Plus Capital Funds. We have invested in certain Vision Plus Capital Funds, with a total commitment of approximately US$170 million and RMB500 million. We believe that Vision Plus Capital will assist us in identifying a range of strategic investment opportunities through its professional capabilities, knowledge base and extensive China private equity network. Consequently, Vision Plus Capital Funds have from time to time co-invested with us and third parties. Vision Plus Capital Funds focus on hard-tech, industrial intelligent manufacturing, industrial digitization and intelligence, healthcare technology, cross-border expansion, and other fields, and have made investments in over 150 companies. Pursuant to Rule 8.10 of the Hong Kong Listing Rules, among the companies that the Vision Plus Capital Funds has invested in as a substantial shareholder (as defined in the Hong Kong Listing Rules) is Dora Inc., which operates a Middle East focused e-commerce platform. Such investment is a financial investment and neither Eddie Wu nor Vision Plus Capital is involved in the day to day operations of Dora Inc. Save as disclosed, we believe that Eddie Wu's interests in Vision Plus Capital Funds do not result in any material competition with our core businesses. In addition, we have also invested in other portfolio companies of which Vision Plus Capital Funds are shareholders.\n\n \n\nRelationship with Investment Funds Affiliated with Jack Ma\n\nJack Ma currently holds minority interests in the general partners of a number of Yunfeng investment funds that were established prior to his retirement from our company in 2020. We refer to these funds collectively as the Yunfeng Funds. He also holds minority interests in certain investment advisor entities of certain Yunfeng Funds. In addition, Jack Ma and his family also hold economic interests in certain Yunfeng Funds as limited partners. We have entered into investment transactions together with the Yunfeng Funds. We believe that, through its expertise, knowledge base and extensive network of contacts in private equity in China, Yunfeng will assist us in developing a range of relevant strategic investment opportunities.\n\nJack Ma has either non‑voting interests or has waived the exercise of his voting power with respect to his interests in each of the investment advisor entities and the managing entities of the Yunfeng Funds. He has agreed to donate certain economic benefits with respect to the general partners and investment advisor entities of the Yunfeng Funds to, or for the benefit of, the Alibaba Group Charitable Fund or other entities identified by Jack Ma that serve charitable purposes.\n\nOther Transactions with Investees\n\nWe have extended loans to certain of our investees for working capital and other uses in conjunction with our investments. As of March 31, 2026, the aggregate outstanding balance of these loans was RMB1,759 million (US$255 million), with remaining terms of up to within five years and interest rates of up to 10% per annum.\n\nWe have agreed to provide a guarantee for a credit facility of HK$7.7 billion in favor of Hong Kong Cingleot Investment Management Limited, a company that is partially owned by us, in connection with a logistic center development project at the Hong Kong International Airport. In May 2024, the loan facility was modified to a revolving loan facility and the facility amount was reduced to HK$6.5 billion. As of March 31, 2026, HK$5.5 billion was drawn down by that entity under this facility. Moreover, we provide a partial guarantee for the continuing obligations of this entity to the Airport Authority and may be required to fulfil the relevant obligations of this entity in the event of its default.\n\nAlso, we co‑invested and may from time to time co-invest with certain of our investees in other businesses.\n\nOther than the transactions disclosed above, we also have commercial arrangements with certain of our investees and other related parties in which:\n\n•\nwe recorded cost and expenses paid to investees for cloud computing services, content acquisition, purchase of inventory and various other services; and\n\n•\nwe recorded income generated from investees for providing marketing, commission and other services.\n\n181\n\n[Table of Contents](#toc_page)\n\n \n\nThe amounts relating to these services provided and received represent less than 1% of our revenue and total costs and expenses, respectively, for the fiscal years ended March 31, 2024, 2025 and 2026.\n\nContractual Arrangements among Our Subsidiaries, the Variable Interest Entities and Variable Interest Entity Equity Holders\n\nChinese law restricts foreign ownership in enterprises that provide value‑added telecommunications services, which includes the ICPs. As a result, we operate our Internet businesses and other businesses in which foreign investment is restricted or prohibited in China through contractual arrangements between our relevant subsidiaries, the variable interest entities, which, where applicable, hold the ICP licenses and other regulated licenses and generally operate our Internet businesses and other businesses in which foreign investment is restricted or prohibited, and the variable interest entity equity holders. For a description of these contractual arrangements, see “Item 4. Information on the Company — C. Organizational Structure — Contractual Arrangements among Our Subsidiaries, the Variable Interest Entities and Variable Interest Entity Equity Holders.”\n\nIndemnification Agreements\n\nWe have entered into indemnification agreements with our directors and executive officers. These agreements require us to indemnify these individuals, to the fullest extent permitted by law, for certain liabilities to which they may become subject as a result of their affiliation with us.\n\nEmployment Agreements\n\nSee “Directors, Senior Management and Employees — Compensation — Employment Agreements.”\n\nShare Options\n\nSee “Directors, Senior Management and Employees — Compensation — Equity Incentive Plans.”\n\n \n\nC. Interests of Experts and Counsel\n\nNot applicable."}