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OUR HISTORY AND CORPORATE STRUCTURE We are a holding company established under the Cayman Companies Law on June 28, 1999. We conduct our business in China through our subsidiaries and variable interest entities, as well as in other countries and regions. The following is a summary of our key business milestones: Calendar Year China Internet Population* China Mobile Internet Population* 1999 Alibaba founded in Jack Ma’s 9Mn apartment in Hangzhou NA Alibaba.com launched 1688.com (formerly known as Alibaba.com.cn) launched 2003 80Mn Taobao Marketplace launched NA (Taobao) 2004 Alipay launched 94Mn NA 2007 210Mn Alimama monetization 50Mn platform launched 2008 Tmall launched 298Mn 118Mn 2009 384Mn Alibaba Cloud founded 233Mn 2010 AliExpress launched 457Mn 303Mn Taobao App launched 2011 513Mn Alipay divested 356Mn * Source for China Internet Population and China Mobile Internet Population: CNNIC. Note: Data on China Mobile Internet Population was not disclosed until 2006. – 165 – OUR HISTORY AND CORPORATE STRUCTURE Calendar Year China Internet Population* China Mobile Internet Population* 2014 Tmall Global launched 649Mn 557Mn UCWeb majority ownership acquired Amap majority ownership acquired Ant Financial 33% stake acquisition agreed Listed on NYSE Fliggy rebranded as an independent business 2015 688Mn DingTalk launched 620Mn Alibaba Health majority ownership acquired Koubei established Lingshoutong launched 2016 Freshippo (known as “Hema” 731Mn in Chinese) launched 695Mn Youku privatized Lazada majority ownership acquired 2017 772Mn Intime privatized 753Mn Tmall Genie launched Cainiao Network majority ownership acquired 2018 Ele.me majority ownership 829Mn acquired 817Mn (ele.me) 11.11 global shopping festival: our China retail marketplaces, Lazada and AliExpress generated GMV of RMB213.5Bn (US$30.8Bn) Ele.me and Koubei integrated into local consumer services business 2019 854Mn(1) Alibaba Pictures majority 847Mn(1) ownership acquired Kaola acquired (Kaola) Ant Financial 33% equity interest received(2) * Source for China Internet Population and China Mobile Internet Population: CNNIC. As of calendar year end, unless otherwise stated. (1) As of June 30, 2019. (2) Pursuant to the 2014 transaction agreements and the relevant amendments to these agreements. – 166 – OUR HISTORY AND CORPORATE STRUCTURE Major Acquisitions and Investments In addition to organic growth, we have made, or have entered into agreements to make, strategic investments, acquisitions and alliances that are intended to further our strategic objectives. See “Financial Information — Recent Investment, Acquisition and Strategic Alliance Activities” for further details on our major acquisitions and strategic investment and alliance activities during the Track Record Period and the period through the Latest Practicable Date. Our Major Subsidiaries and Operating Entities The principal business activities and date of establishment of each of our Major Subsidiaries, are shown below: Name of Date and Jurisdiction company Principal Business Activities of Establishment Taobao (China) An indirect subsidiary of Taobao Holding and a December 7, 2004, PRC Software Co., Ltd. (淘 wholly-foreign owned enterprise and primarily 寶(中國)軟件有限公司) involved in the operation of Taobao Marketplace. Zhejiang Taobao An affiliated consolidated entity of Taobao (China) September 4, 2003, Network Co., Ltd. (浙 Software Co., Ltd. (淘寶(中國)軟件有限公司) and PRC 江淘寶網絡有限公司) primarily involved in the operation of Taobao Marketplace. Zhejiang Tmall An indirect subsidiary of Taobao Holding and a October 25, 2010, PRC Technology Co., Ltd. wholly-foreign owned enterprise and primarily (浙江天貓技術有限 involved in the operation of Tmall. 公司) Zhejiang Tmall An affiliated consolidated entity of Zhejiang Tmall March 28, 2011, PRC Network Co., Ltd. (浙 Technology Co., Ltd. (浙江天貓技術有限公司) and 江天貓網絡有限公司) primarily involved in the operation of Tmall. Hangzhou Cainiao Our indirect subsidiary and primarily involved in the October 27, 2016, PRC Supply Chain operation of Cainiao Network. Management Co., Ltd. (杭州菜鳥供應鏈管理有 限公司) Zhejiang Alibaba Cloud Our indirect subsidiary and primarily involved in the December 13, 2011, Computing Ltd. (浙江阿 operation of our cloud computing business. PRC 里巴巴雲計算有限公司) Alibaba Cloud An affiliated consolidated entity of Zhejiang Alibaba April 8, 2008, PRC Computing Ltd. (阿里雲 Cloud Computing Ltd. (浙江阿里巴巴雲計算有限公 計算有限公司) 司) and primarily involved in the operation of our cloud computing business. – 167 – OUR HISTORY AND CORPORATE STRUCTURE Name of Date and Jurisdiction company Principal Business Activities of Establishment Alibaba (China) Our indirect subsidiary and primarily involved in the September 9, 1999, Technology Co., Ltd. operation of Alibaba.com, 1688.com and AliExpress. PRC (阿里巴巴(中國)網絡技 術有限公司) Hangzhou Alibaba An affiliated consolidated entity of Alibaba (China) December 7, 2006, PRC Advertising Co., Ltd. Technology Co., Ltd. (阿里巴巴(中國)網絡技術有限 (杭州阿里巴巴廣告有限 公司) and primarily involved in the operation of 公司) Alibaba.com, 1688.com and AliExpress. Youku Internet An indirect subsidiary of Alibaba Investment and November 14, 2005, Technology (Beijing) primarily involved in the operation of Youku’s PRC Co., Ltd. (優酷網絡技術 business. (北京)有限公司) Youku Information An affiliated consolidated entity of Beijing Youku February 24, 2006, PRC Technology (Beijing) Technology Co., Ltd. (北京優酷科技有限公司) and Co., Ltd. (優酷信息技術 primarily involved in the operation of Youku’s (北京)有限公司) business. Reasons for the Listing In September 2014, we completed an initial public offering and listing of our ADSs on the NYSE. We believe that the Listing on the Hong Kong Stock Exchange will present us with an opportunity to further expand our investor base and broaden our access to capital markets. Corporate Structure As of June 30, 2019, we conducted our business operations across approximately 710 subsidiaries and consolidated entities incorporated in China and approximately 530 subsidiaries and consolidated entities incorporated in other jurisdictions. Like many large scale, multinational companies with businesses around the world and across industries, we conduct our business through a large number of Chinese and foreign operating entities as we continue to expand through organic growth and acquisitions and consolidations of new businesses. The chart below summarizes our corporate legal structure: – 168 – OUR HISTORY AND CORPORATE STRUCTURE Our Company 100% 100% Taobao Holding Limited Alibaba Investment Limited (Cayman Islands)(1) (British Virgin Islands)(1) 100% Taobao China Holding Limited (Hong Kong)(1) 100% 100% 50.3% 100% (through (through (through (through intermediate intermediate intermediate intermediate 100% holding holding holding holding Offshore entities) entities) entities) entities) Onshore Hangzhou Cainiao Supply Beijing Youku Taobao (China) Zhejiang Tmall Zhejiang Alibaba Alibaba (China) Chain Management Technology Software Co., Ltd. Technology Co., Ltd. Cloud Computing Ltd. Technology Co., Ltd. Co., Ltd.(2) Co., Ltd.(4) Youku Information Zhejiang Taobao Zhejiang Tmall Alibaba Cloud Hangzhou Alibaba Technology Network Co., Ltd.(3) Network Co., Ltd.(3) Computing Ltd.(3) Advertising Co., Ltd.(3) (Beijing) Co. Ltd.(3)(4) Equity interest Contractual arrangements Notes: (1) A holding company. (2) An indirect wholly-owned subsidiary of Cainiao Network. In November 2019, we subscribed for newly issued ordinary shares of Cainiao Network together with certain of Cainiao Network’s existing shareholders, and our equity interest in Cainiao Network increased to approximately 63%. See “Financial Information — Recent Investment, Acquisition and Strategic Alliance Activities — Logistics” for further details. The remaining 37% of equity interest is primarily beneficially owned by a number of investors with significant operational experience in logistics, retail and real estate in China. (3) Each of these variable interest entities is owned by a PRC entity owned and/or controlled by PRC citizens. (4) As of the date of this prospectus, as a result of our VIE Structure Enhancement, Beijing Youku Technology Co., Ltd. has replaced Youku Internet Technology (Beijing) Co. Ltd. as the designated wholly-owned entity to enter into contractual arrangements with Youku Information Technology (Beijing) Co. Ltd. and its shareholder. Shareholding Structure The following diagram illustrates our shareholding structure as of the Latest Practicable Date: Other directors and Other public SoftBank Jack Ma Joe Tsai executive officers as a group shareholders 25.8% 6.1% 2.0% 0.9% 65.2% Our Company Note: See “Major Shareholders” for the beneficial ownership of each of SoftBank, Jack Ma and Joe Tsai. – 169 – OUR HISTORY AND CORPORATE STRUCTURE The following diagram illustrates our shareholding structure immediately upon the completion of the Global Offering (assuming all major shareholders’ shareholding remain unchanged as of the Latest Practicable Date and the Over-allotment Option is not exercised): Other directors and Other public SoftBank Jack Ma Joe Tsai executive officers as a group shareholders 25.2% 6.0% 1.9% 0.9% 66.0% Our Company Contractual Arrangements among Our Wholly-Owned Entities, Variable Interest Entities and the Variable Interest Entity Equity Holders Due to legal restrictions on foreign ownership and investment in, among other areas, value- added telecommunications services, which include the operations of ICPs, we, similar to all other entities with foreign-incorporated holding company structures operating in our
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