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ALIBABA GROUP HOLDING LTD filed this 20-F on 07/27/2018

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ALIBABA GROUP HOLDING LTD - 20-F - 20180727 - EXHIBITS

ITEM 19 EXHIBITS.

Exhibit Number			Description of Document

	1.1 ⁽¹⁾		Form of Amended and Restated Memorandum and Articles of Association of the Registrant as currently in effect

	2.1 ⁽²⁾		Registrant's Form of Ordinary Share Certificate

	2.2 ⁽³⁾		Form of Deposit Agreement between the Registrant, the depositary and holders and beneficial holders of American Depositary Shares evidenced by American Depositary Receipts issued thereunder, including the form of American Depositary Receipt

	2.3 ⁽³⁾		Form of American depositary receipt evidencing American depositary shares (included in Exhibit 2.2)

	2.4 ⁽¹⁾		Amended and Restated Registration Rights Agreement among the Registrant and the persons whose names are set out in Schedule I thereto, dated September 18, 2012

	2.5 ⁽¹⁾		Voting Agreement by and among the Registrant, Yahoo! Inc., SoftBank Corp., the Management Members as defined therein and certain other shareholders of the Registrant

	2.6 ⁽⁴⁾		Indenture, dated as of November 28, 2014 between the Registrant and Bank of New York Mellon as Trustee

	2.7 ⁽⁴⁾		Third Supplemental Indenture, dated as of November 28, 2014 between the Registrant and Bank of New York Mellon as Trustee

	2.8 ⁽⁴⁾		Fourth Supplemental Indenture, dated as of November 28, 2014 between the Registrant and Bank of New York Mellon as Trustee

	2.9 ⁽⁴⁾		Fifth Supplemental Indenture, dated as of November 28, 2014 between the Registrant and Bank of New York Mellon as Trustee

	2.10 ⁽⁴⁾		Sixth Supplemental Indenture, dated as of November 28, 2014 between the Registrant and Bank of New York Mellon as Trustee

	2.11 ⁽⁴⁾		Form of 2.500% Senior Notes Due 2019 (included in Exhibit 2.7)

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Exhibit Number			Description of Document

	2.12 ⁽⁴⁾		Form of 3.125% Senior Notes Due 2021 (included in Exhibit 2.8)

	2.13 ⁽⁴⁾		Form of 3.600% Senior Notes Due 2024 (included in Exhibit 2.9)

	2.14 ⁽⁴⁾		Form of 4.500% Senior Notes Due 2034 (included in Exhibit 2.10)

	2.15		Indenture, dated as of December 6, 2017, between the Registrant and Bank of New York Mellon as Trustee

	2.16		First Supplemental Indenture, dated as of December 6, 2017 between the Registrant and Bank of New York Mellon as Trustee

	2.17		Second Supplemental Indenture, dated as of December 6, 2017 between the Registrant and Bank of New York Mellon as Trustee

	2.18		Third Supplemental Indenture, dated as of December 6, 2017 between the Registrant and Bank of New York Mellon as Trustee

	2.19		Fourth Supplemental Indenture, dated as of December 6, 2017 between the Registrant and Bank of New York Mellon as Trustee

	2.20		Fifth Supplemental Indenture, dated as of December 6, 2017 between the Registrant and Bank of New York Mellon as Trustee

	2.21		Form of 2.800% Senior Notes Due 2023 (included in Exhibit 2.16)

	2.22		Form of 3.400% Senior Notes Due 2027 (included in Exhibit 2.17)

	2.23		Form of 4.000% Senior Notes Due 2037 (included in Exhibit 2.18)

	2.24		Form of 4.200% Senior Notes Due 2047 (included in Exhibit 2.19)

	2.25		Form of 4.400% Senior Notes Due 2057 (included in Exhibit 2.20)

	2.26 ⁽⁸⁾		Amendment to the Amended and Restated Registration Rights Agreement agmong the Registrant and the persons whose names are set out in Schedule I thereto, dated January 24, 2018

	4.1 ⁽¹⁾		2011 Equity Incentive Plan of the Registrant

	4.2 ⁽¹⁾		Senior Management Equity Incentive Plan

	4.3 ⁽¹⁾		Partner Capital Investment Plan

	4.4 ⁽¹⁾		Form of Indemnification Agreement between the Registrant and its directors and executive officers

	4.5 ⁽¹⁾		Form of Employment Agreement between the Registrant and its executive officers

	4.6 ⁽¹⁾		English translation of Loan Agreements entered into by and among Jack Ma, Simon Xie and Taobao (China) Software Co., Ltd., dated January 1, 2009, as amended on October 11, 2010 and March 13, 2013

	4.7 ⁽¹⁾		English translation of Exclusive Call Option Agreement entered into by and among Jack Ma, Simon Xie, Taobao (China) Software Co., Ltd. and Zhejiang Taobao Network Co., Ltd., dated January 21, 2009

	4.8 ⁽¹⁾		English translation of Proxy Agreement entered into by and among Jack Ma, Simon Xie, Taobao (China) Software Co., Ltd. and Zhejiang Taobao Network Co., Ltd., dated January 21, 2009

	4.9 ⁽¹⁾		English translation of Equity Pledge Agreements entered into by and among Jack Ma, Simon Xie, Taobao (China) Software Co., Ltd. and Zhejiang Taobao Network Co., Ltd., dated January 21, 2009, as amended on March 13, 2013

	4.10 ⁽¹⁾		English translation of Exclusive Technical Services Agreement entered into by and between Taobao (China) Software Co., Ltd. and Zhejiang Taobao Network Co., Ltd., dated January 21, 2009

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Exhibit Number			Description of Document

	4.11 ⁽¹⁾		Commercial Agreement by and among the Registrant, Zhejiang Alibaba E-Commerce Co., Ltd. and Alipay.com Co., Ltd., dated July 29, 2011

	4.12 ⁽¹⁾		Amendment to Commercial Agreement by and among the Registrant, Zhejiang Alibaba E-Commerce Co., Ltd. and Alipay.com Co., Ltd., dated December 14, 2011

	4.13 ⁽⁴⁾		English Translation of Loan Agreement between Simon Xie and Taobao (China) Software Co., Ltd., dated April 22, 2015

	4.14		Schedules of Material Differences of Contractual Arrangements of Material Variable Interest Entities of the Registrant

	4.15 ⁽¹⁾		Share and Asset Purchase Agreement by and among the Registrant, Zhejiang Ant Small and Micro Financial Services Group Co., Ltd., Yahoo! Inc., SoftBank Corp. and the other Parties named therein, dated August 12, 2014

	4.16 ⁽¹⁾		Second Amendment to Commercial Agreement by and among the Registrant, Zhejiang Ant Small and Micro Financial Services Group Co., Ltd. (formerly known as Zhejiang Alibaba E-Commerce Co., Ltd.) and Alipay.com Co., Ltd., dated August 12, 2014

	4.17 ⁽¹⁾		Amended and Restated Intellectual Property License and Software Technology Services Agreement by and among the Registrant, Zhejiang Ant Small and Micro Financial Services Group Co., Ltd. and Alipay.com Co., Ltd., dated August 12, 2014

	4.18 ⁽¹⁾		Data Sharing Agreement by and between the Registrant and Zhejiang Ant Small and Micro Financial Services Group Co., Ltd., dated August 12, 2014

	4.19 ⁽¹⁾		English Translation of Software System Use and Service Agreement between Alibaba (China) Co., Ltd. and Chongqing Alibaba Small Loan Co. Ltd., dated August 12, 2014

	4.20 ⁽¹⁾		Form of 2014 Post-IPO Equity Incentive Plan

	4.21 ⁽¹⁾		Form of Share Retention Agreement between the Registrant and certain members of management

	4.22 ⁽⁴⁾		English Translation of Pledge Agreement between ICBC Credit Suisse Investment Management Co., Ltd. and Taobao (China) Software Co., Ltd., dated May 28, 2015

	4.23 ⁽⁵⁾		US$3,000,000,000 Facility Agreement between the Registrant and other parties named therein, dated March 9, 2016

	4.24 ⁽⁵⁾		Syndication and Amendment Agreement, dated May 3, 2016, in respect of a US$3,000,000,000 Facility Agreement dated March 9, 2016

	4.25		US$5,150,000,000 Facility Agreement between the Registrant and other parties named therein, dated April 7, 2017

	4.26		English translation of Loan Agreement, between Hangzhou Zhenxi Investment Management Co., Ltd. and Zhejiang Tmall Technology Co., Ltd., dated January 10, 2018

	4.27		English translation of Exclusive Call Option Agreement entered into by and among Hangzhou Zhenxi Investment Management Co., Ltd., Zhejiang Tmall Technology Co., Ltd. and Zhejiang Tmall Network Co., Ltd., dated January 10, 2018

	4.28		English translation of Shareholder's Voting Rights Proxy Agreement entered into by and among Hangzhou Zhenxi Investment Management Co., Ltd., Zhejiang Tmall Technology Co., Ltd. and Zhejiang Tmall Network Co., Ltd., dated January 10, 2018

	4.29		English translation of Equity Pledge Agreement entered into by and among Hangzhou Zhenxi Investment Management Co., Ltd., Zhejiang Tmall Technology Co., Ltd. and Zhejiang Tmall Network Co., Ltd., dated January 10, 2018

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Exhibit Number			Description of Document

	4.30		English translation of Exclusive Services Agreement entered into between Zhejiang Tmall Network Co., Ltd. and Zhejiang Tmall Technology Co., Ltd., dated January 10, 2018

	4.31 ⁽⁷⁾		Amendment to Share and Asset Purchase Agreement by and among the Registrant, Ant Small and Micro Financial Services Group Co., Ltd. (formerly known as Zhejiang Alibaba E-Commerce Co., Ltd.), SoftBank Group Corp., Jack Ma, Joseph C. Tsai, and the other Parties named therein, dated February 1, 2018

	4.32 ⁽⁷⁾		Amended and Restated Commercial Agreement by and among the Registrant, Zhejiang Ant Small and Micro Financial Services Group Co., Ltd. (formerly known as Zhejiang Alibaba E-Commerce Co., Ltd.) and Alipay.com Co., Ltd., dated February 1, 2018

	4.33		Subscription Agreement by and between Cainiao Smart Logistics Network Limited and Ali CN Investment Holding Limited, dated September 25, 2017

	4.34		Share Purchase Agreement relating to the sale and purchase of shares in A-RT Retail Holdings Limited between Concord Greater China Limited and Taobao China Holding Limited, dated November 20, 2017

	4.35		Share Purchase Agreement relating to the sale and purchase of shares in Sun Art Retail Group Limited between Concord Greater China Limited and Taobao China Holding Limited, dated November 20, 2017

	4.36		Share Purchase Agreement relating to the sale and purchase of shares in A-RT Retail Holdings Limited between Kofu International Limited and Taobao China Holding Limited, dated November 20, 2017

	4.37		Share Purchase Agreement relating to the sale and purchase of shares in Sun Art Retail Group Limited between Kofu International Limited and Taobao China Holding Limited, dated November 20, 2017

	4.38		Share Purchase Agreement by and among Ali Panini Investment Limited, Ali Panini Investment Holding Limited, Rajax Holding and the other parties named therein, dated April 2, 2018

	4.39		Share Purchase Agreement between Alibaba Health Information Technology Limited and Ali JK Nutritional Products Holding Limited, dated May 28, 2018

	4.40 ⁽⁹⁾		Share Purchase Agreement among ZTO Express (Cayman) Inc., Taobao China Holding Limited, Cainiao Smart Logistics Investment Limited and the other parties named therein, dated May 29, 2018

	4.41		Share Purchase Agreement by and among Alibaba Investment Limited, New Retail Strategic Opportunities Fund, L.P. and Giovanna Investment Cayman Limited, dated July 16, 2018

	4.42		Share Purchase Agreement by and among Alibaba Investment Limited, New Retail Strategic Opportunities Fund, L.P., Gio2 Cayman Holdings Ltd and Gio2 Hong Kong Holdings Limited, dated July 16, 2018

	4.43		Share Transfer Agreement between Power Star Holdings (Hong Kong) Limited and Glossy City (HK) Limited and Alibaba (China) Technology Co., Ltd., dated July 17, 2018

	8.1		Significant Subsidiaries and Consolidated Entities of the Registrant

	11.1 ⁽¹⁾		Code of Ethics of the Registrant

	12.1		Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

	12.2		Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

	13.1 ⁽⁶⁾		Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	13.2 ⁽⁶⁾		Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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Exhibit Number			Description of Document

	15.1		Consent of PricewaterhouseCoopers — Independent Registered Public Accounting Firm

	15.2		Consent of Fangda Partners

	15.3		Consent of Maples and Calder (Hong Kong) LLP

	101.INS		XBRL Instance Document

	101.SCH		XBRL Taxonomy Extension Schema Document

	101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

	101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

	101.LAB		XBRL Taxonomy Extension Label Linkbase Document

	101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

(1): Previously filed with the Registration Statement on Form F-1 (File No. 333-195736), initially filed on May 6, 2014 and incorporated herein by reference.
(2): No exhibit to be filed as the Company does not issue physical ordinary share certificates.
(3): Previously filed with the Registration Statement on Form F-6 (File No. 333-198401), dated August 27, 2014 and incorporated herein by reference.
(4): Previously filed with our Annual Report on Form 20-F for the Fiscal Year Ended on March 31, 2015 (File No. 001-36614), filed on June 25, 2015 and incorporated herein by reference.
(5): Previously filed with our Annual Report on Form 20-F for the Fiscal Year Ended on March 31, 2016 (File No. 001-36614), filed on May 24, 2016 and incorporated herein by reference.
(6): Furnished with this annual report on Form 20-F
(7): Previously filed on Form 6-K, dated February 2, 2018 and incorporated herein by reference.
(8): Previously filed on Form 6-K, dated February 26, 2018 and incorporated herein by reference.
(9): Previously filed on Schedule 13D, dated June 21, 2018 and incorporated herein by reference.

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