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The Advertising Services and Ip Commercialization Cooperation Framework Agreement

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The Advertising Services and Ip Commercialization Cooperation Framework Agreement Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. (Incorporated in Bermuda with limited liability) (Stock Code: 1060) CONTINUING CONNECTED TRANSACTIONS – THE ADVERTISING SERVICES AND IP COMMERCIALIZATION COOPERATION FRAMEWORK AGREEMENT ADVERTISING SERVICES AND IP COMMERCIALIZATION COOPERATION FRAMEWORK AGREEMENT The Board announces that Shanghai Alibaba Pictures, a consolidated subsidiary of the Company, entered into the Advertising Services and IP Commercialization Cooperation Framework Agreement with Youku Tudou, a consolidated entity of AGH, on March 26, 2021 for a term of two years commencing from April 1, 2021 and ending on March 31, 2023. Pursuant to the Advertising Services and IP Commercialization Cooperation Framework Agreement, both parties agreed that Shanghai Alibaba Pictures and/or any of its affiliates will: (1) authorize Youku Tudou and/or any of its affiliates to use IP rights of Shanghai Alibaba Pictures’ and/or any of its affiliates’ Audiovisual Works on a non-exclusive basis for IP commercialization; and (2) exclusively provide the Advertising Services to Youku Tudou and/or any of its affiliates, in each case subject to the relevant annual caps. Shanghai Alibaba Pictures and/or any of its affiliates and Youku Tudou and/or any of its affiliates may from time to time enter into specific agreements under the Advertising Services and IP Commercialization Cooperation Framework Agreement to set out the detailed cooperation terms of the IP Commercialization Cooperation. LISTING RULES IMPLICATIONS As at the date of this announcement, Youku Tudou is a consolidated entity of AGH and AGH is the ultimate sole shareholder of Ali CV, which is a controlling shareholder and a connected person of the Company holding approximately 50.26% of the issued share capital of the Company. Accordingly, Youku Tudou is an associate of Ali CV and hence a connected person of the Company. The entering into of the Advertising Services and IP Commercialization Cooperation Framework Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since all of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the highest annual cap for the total fees receivable by Shanghai Alibaba Pictures and its affiliates for the transactions contemplated under the Advertising Services and IP 1 Commercialization Cooperation Framework Agreement are above 0.1% but below 5%, the entering into of the Advertising Services and IP Commercialization Cooperation Framework Agreement and the transactions contemplated thereunder are subject to the reporting, announcement and annual review requirements but exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. Reference is made to the announcement of the Company dated March 26, 2020 in relation to the Advertising Services Cooperation Framework Agreement entered into between Shanghai TPP, a consolidated subsidiary of the Company, and Youku Tudou. As the Advertising Services Cooperation Framework Agreement will expire on March 31, 2021, Shanghai Alibaba Pictures and Youku Tudou entered into the Advertising Services and IP Commercialization Cooperation Framework Agreement on March 26, 2021 to renew, expand and supplement the transactions contemplated under the Advertising Services Cooperation Framework Agreement. Pursuant to the Advertising Services and IP Commercialization Cooperation Framework Agreement, both parties agreed that Shanghai Alibaba Pictures and/or any of its affiliates will: (1) authorize Youku Tudou and/or any of its affiliates to use IP rights of Shanghai Alibaba Pictures’ and/or any of its affiliates’ Audiovisual Works on a non-exclusive basis for IP commercialization; and (2) exclusively provide the Advertising Services to Youku Tudou and/or any of its affiliates, in each case subject to the relevant annual caps. ADVERTISING SERVICES AND IP COMMERCIALIZATION COOPERATION FRAMEWORK AGREEMENT The principal terms of the Advertising Services and IP Commercialization Cooperation Framework Agreement are set out below: Date: March 26, 2021 Parties: (1) Shanghai Alibaba Pictures, a consolidated subsidiary of the Company; and (2) Youku Tudou, a consolidated entity of AGH and a connected person of the Company Term: two years commencing from April 1, 2021 and ending on March 31, 2023 Subject Matter Pursuant to the Advertising Services and IP Commercialization Cooperation Framework Agreement, both parties agreed that Shanghai Alibaba Pictures and/or any of its affiliates will: (1) authorize Youku Tudou and/or any of its affiliates to use IP rights of Shanghai Alibaba Pictures’ and/or any of its affiliates’ Audiovisual Works, including but not limited to, titles, logos, lines, identifiable symbols, characters’ names and images, visual effects, posters, stills and trailers, on a non-exclusive basis for IP commercialization (the “IP Commercialization Cooperation”); and (2) exclusively provide the Advertising Services to Youku Tudou and/or any of its affiliates. 2 Shanghai Alibaba Pictures and/or any of its affiliates and Youku Tudou and/or any of its affiliates may from time to time enter into specific agreements under the Advertising Services and IP Commercialization Cooperation Framework Agreement to set out the detailed cooperation terms for the IP Commercialization Cooperation. Pricing Basis for the IP Commercialization Cooperation The fees receivable by Shanghai Alibaba Pictures and/or its affiliates from Youku Tudou and/or its affiliates for the IP Commercialization Cooperation shall be at least 70% of the relevant fees receivable by Youku Tudou and/or its affiliates from their respective clients. The specific allocation ratio shall be determined by the parties on an arm’s length basis and with reference to the total costs incurred by Youku Tudou and/or its affiliates for the implementation of the IP Commercialization Cooperation and prevailing market rates for comparable transactions. In any event, the fees receivable by Shanghai Alibaba Pictures and/or its affiliates from Youku Tudou and/or its affiliates for the IP Commercialization Cooperation will be no less favorable to the Group than the fees that would be receivable from any independent third party(ies) for comparable transactions. Pricing Basis for the Advertising Services Youku Tudou shall pay Shanghai Alibaba Pictures a fixed monthly service fee of RMB3,000,000 for the provision of the Advertising Services by Shanghai Alibaba Pictures and/or its affiliates to Youku Tudou and/or its affiliates on an exclusive basis to promote the products or services of clients of Youku Tudou and/or its affiliates during the term of the Advertising Services and IP Commercialization Cooperation Framework Agreement. The aforesaid fixed monthly service fee receivable by Shanghai Alibaba Pictures was determined based on (1) the comparable market prices for providing similar advertising services to other independent third parties; (2) historical transaction amounts for the provision of similar advertising services by the Group for each of the two financial years ended March 31, 2019 and 2020 and the eleven months ended February 28, 2021, being approximately RMB34,000,000, RMB12,000,000 and RMB11,000,000, respectively; and (3) the expected demand for the Advertising Services from Youku Tudou and/or its affiliates during the term of the Advertising Services and IP Commercialization Cooperation Framework Agreement. In any event, the fees receivable by Shanghai Alibaba Pictures from Youku Tudou for the Advertising Services will be no less favorable to the Group than the fees that would be receivable from any independent third party(ies) for comparable transactions. Payment Terms The fees payable by Youku Tudou and/or its affiliates to Shanghai Alibaba Pictures and/or its affiliates for the IP Commercialization Cooperation and the Advertising Services shall be settled within two months upon confirmation of the corresponding monthly bill by Youku Tudou or its affiliates. 3 ANNUAL CAPS AND BASIS OF DETERMINATION OF ANNUAL CAPS The Board has determined the annual caps for the total fees receivable by Shanghai Alibaba Pictures and its affiliates for the IP Commercialization Cooperation and the provision of the Advertising Services contemplated under the Advertising Services and IP Commercialization Cooperation Framework Agreement for each of the two financial years ending on March 31, 2022 and 2023 to be fixed at RMB41,000,000 and RMB46,000,000 respectively. The annual caps were determined with reference to (1) the historical transaction amount paid by Youku Tudou to the Group in respect of the advertising services under the Advertising Services Cooperation Framework Agreement for the eleven months ended February 28, 2021, being approximately RMB9,200,000; (2) the fixed annual fee of RMB36,000,000 for the Advertising Services; (3) the historical rate of usage and demand for the IP commercialization of clients of Youku Tudou and its affiliates; (4) the anticipated advertising needs of clients of Youku Tudou and its affiliates on other comparable platforms; and (5) an additional buffer of
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