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1、Fiscal Year 2025 Interim ReportNYSE:BABA HKEX:9988(HKD Counter)89988(RMB Counter)1CONTENTS 4 Management Discussion and Analysis 25 Directors and Chief Executive Officer 29 Disclosure of Interests 34 Equity Incentive Plans 38 Purchase,Sale or Redemption of our Companys Listed Securities 39 Other Info

2、rmation 42 Definitions 44 Financial Statements12Weighted Voting Rights We have one class of Shares,and each holder of our Shares is entitled to one vote per Share.Pursuant to our Articles of Association,for so long as the Partnership Condition(as defined in our Articles of Association)is satisfied,t

3、he Alibaba Partnership has the exclusive right to nominate or,in limited situations,appoint,up to a simple majority of the members of our board of directors.These rights are categorized as a weighted voting rights structure,or WVR structure,under the Hong Kong Listing Rules.As a result,we are deemed

4、 as a company with a WVR structure.Alibaba Partnership will remain in place for the life of the partnership unless our Articles of Association are amended to provide otherwise by a vote of shareholders representing at least 95%of shares that vote at a shareholders meeting.The nomination rights of th

5、e Alibaba Partnership will remain in place notwithstanding a change of control or merger of our company.For the names and information of our current partners and further details of the Alibaba Partnership,please see the section headed“Directors,Senior Management and Employees Directors and Senior Ma

6、nagement Alibaba Partnership”in our fiscal year 2024 annual report.Shareholders and prospective investors are advised to be aware of the potential risks of investing in companies with a WVR structure,in particular,the Alibaba Partnership limits the ability of our shareholders to nominate and elect d

7、irectors,and the interests of the Alibaba Partnership may conflict with the interests of our shareholders.For further information about the risks associated with our WVR structure,please see the section headed“Risk Factors Risks Related to Our Corporate Structure”in our fiscal year 2024 annual repor

8、t.Prospective investors should make the decision to invest in us only after due and careful consideration.Exchange Rate InformationThis Interim Report contains translations of certain Renminbi(“RMB”)amounts into U.S.dollars(“US$”)and Hong Kong dollars(“HK$”)for the convenience of the reader.Unless o

9、therwise stated,all translations of RMB into US$were made at RMB7.0176 to US$1.00,the exchange rate on September 30,2024 as set forth in the H.10 statistical release of the Federal Reserve Board,and all translations of RMB into HK$were made at RMB0.90179 to HK$1.00,the middle rate on September 30,20

10、24 as published by the Peoples Bank of China.The percentages stated in this Interim Report are calculated based on the RMB amounts and there may be minor differences due to rounding.Safe Harbor Statements This Interim Report contains forward-looking statements.These statements are made under the“saf

11、e harbor”provisions of the U.S.Private Securities Litigation Reform Act of 1995.These forward-looking statements can be identified by terminology such as“may,”“will,”“expect,”“anticipate,”“future,”“aim,”“estimate,”“intend,”“seek,”“plan,”“believe,”“potential,”“continue,”“ongoing,”“target,”“guidance,”

12、“is/are likely to”and similar statements.In addition,statements that are not historical facts,including statements about Alibaba Groups new organizational and governance structure,Alibabas strategies and business and operational plans,Alibabas beliefs,expectations and guidance regarding the growth o

13、f its business,revenue and return on investments,share repurchases and the business outlook and quotations from management in this Interim Report,are or contain forward-looking statements.Forward-looking statements involve inherent risks and uncertainties.A number of factors could cause actual resul

14、ts to differ materially from those contained in any forward-looking statement,including but not limited to:the implementation of Alibaba Groups new organizational and governance structure;Alibabas ability to compete,innovate and maintain or grow its business;risks associated with sustained investmen

15、ts in Alibabas businesses;fluctuations in general economic and business conditions in China and globally;uncertainties arising from competition among countries and geopolitical tensions,including national trade,investment,protectionist or other policies and export control,economic or trade sanctions

16、;and assumptions underlying or related to any of the foregoing.Further information 23regarding these and other risks is included in Alibabas filings with the U.S.Securities and Exchange Commission and announcements on the website of the Hong Kong Stock Exchange.All information provided in this Inter

17、im Report is as of the date of this Interim Report and are based on assumptions that we believe to be reasonable as of this date,and Alibaba does not undertake any obligation to update any forward-looking statement,except as required under applicable law.34MANAGEMENT DISCUSSION AND ANALYSISSix Month

18、s Ended September Summary Financial Results Six months ended September 30,20232024 RMBRMBUS$YoY%Change(in millions,except percentages and per share amounts)Revenue458,946479,73968,3625%Income from operations76,07471,23510,151(6)%(2)Operating margin17%15%Adjusted EBITDA(1)101,28998,48814,034(3)%(3)Ad

19、justed EBITDA margin(1)22%21%Adjusted EBITA(1)88,21685,59612,197(3)%(3)Adjusted EBITA margin(1)19%18%Net income59,69667,5699,62913%(4)Net income attributable to ordinary shareholders62,03868,1439,71010%(4)Non-GAAP net income(1)85,11077,20911,002(9)%(4)Diluted earnings per share(5)3.013.500.5016%(4)(

20、6)Diluted earnings per ADS(5)24.0828.003.9916%(4)(6)Non-GAAP diluted earnings per share(1)(5)4.133.940.56(5)%(4)(6)Non-GAAP diluted earnings per ADS(1)(5)33.0031.504.49(5)%(4)(6)(1)See the sections entitled“Non-GAAP Financial Measures”and“Reconciliations of Non-GAAP Measures to the Nearest Comparabl

21、e U.S.GAAP Measures”for more information about the non-GAAP measures referred to within this Interim Report.(2)The year-over-year decrease was primarily due to a reversal of share-based compensation expense of RMB6,901 million recorded in the six months ended September 30,2023.(3)The year-over-year

22、decreases were primarily attributable to the increase in investments in our e-commerce businesses,partly offset by revenue growth and improved operating efficiency.(4)The year-over-year changes were primarily attributable to the mark-to-market changes from our equity investments and the decrease in

23、impairment of our investments,partly offset by a decrease in income from operations and an increase in net exchange loss,while net income attributable to ordinary shareholders and earnings per share/ADS would further take into account the net loss attributable to noncontrolling interests.We excluded

24、 non-cash share-based compensation expense,gains/losses of investments,impairment of goodwill and intangible assets,and certain other items from our non-GAAP measurements.(5)Each ADS represents eight ordinary shares.(6)The year-over-year percentages as stated are calculated based on the exact amount

25、 and there may be minor differences from the year-over-year percentages calculated based on the RMB amounts after rounding.45Six Months Ended September Segment ResultsRevenue for the six months ended September 30,2024 was RMB479,739 million(US$68,362 million),an increase of 5%year-over-year compared

26、 to RMB458,946 million in the same period of 2023.The following table sets forth a breakdown of our revenue by segment for the periods indicated:Six months ended September 30,20232024 RMBRMBUS$YoY%Change(in millions,except percentages)Taobao and Tmall Group:China commerce retail -Customer management

27、148,322150,47921,4431%-Direct sales and others(1)54,06649,9507,118(8)%202,388200,42928,561(1)%China commerce wholesale10,21911,9381,70117%Total Taobao and Tmall Group212,607212,36730,262(0)%Cloud Intelligence Group52,71356,1598,0037%Alibaba International Digital Commerce Group:International commerce

28、 retail36,11649,3097,02637%International commerce wholesale10,51811,6561,66111%Total Alibaba International Digital Commerce Group46,63460,9658,68731%Cainiao Smart Logistics Network Limited 45,98751,4587,33312%Local Services Group 30,01433,9544,83813%Digital Media and Entertainment Group11,16011,2751

29、,6071%All others(2)93,85099,17914,1336%Unallocated526888126 Inter-segment elimination(34,545)(46,506)(6,627)Consolidated revenue458,946479,73968,3625%(1)Direct sales and others revenue under Taobao and Tmall Group primarily represents Tmall Supermarket,Tmall Global and other direct sales businesses,

30、where revenue and cost of inventory are recorded on a gross basis.(2)All others include Sun Art,Freshippo,Alibaba Health,Lingxi Games,Intime,Intelligent Information Platform(which mainly consists of UCWeb and Quark businesses),Fliggy,DingTalk and other businesses.The majority of revenue within All o

31、thers consists of direct sales revenue,which is recorded on a gross basis.56The following table sets forth a breakdown of our adjusted EBITA by segment for the periods indicated:Six months ended September 30,20232024RMBRMBUS$YoY%Change(3)(in millions,except percentages)Taobao and Tmall Group96,39693

32、,40013,309(3)%Cloud Intelligence Group2,3254,998712115%Alibaba International Digital Commerce Group(804)(6,611)(942)(722)%Cainiao Smart Logistics Network Limited1,78367396(62)%Local Services Group(4,546)(777)(111)83%Digital Media and Entertainment Group(138)(281)(40)(104)%All others(1)(3,170)(2,845)

33、(405)10%Unallocated(2)(2,482)(2,142)(305)Inter-segment elimination(1,148)(819)(117)Consolidated adjusted EBITA88,21685,59612,197(3)%Less:Non-cash share-based compensation expense(5,201)(7,775)(1,108)Less:Amortization and impairment of intangible assets(4,910)(3,441)(490)Less:Impairment of goodwill(2

34、,031)Less:Provision for the shareholder class action lawsuits(3,145)(448)Income from operations76,07471,23510,151(6)%(1)All others include Sun Art,Freshippo,Alibaba Health,Lingxi Games,Intime,Intelligent Information Platform(which mainly consists of UCWeb and Quark businesses),Fliggy,DingTalk and ot

35、her businesses.(2)Unallocated primarily relates to certain costs incurred by corporate functions and other miscellaneous items that are not allocated to individual segments.(3)For a more intuitive presentation,widening of loss in YoY%is shown in terms of negative growth rate,and narrowing of loss in

36、 YoY%is shown in terms of positive growth rate.Taobao and Tmall Group(i)Segment revenueChina Commerce Retail Business Revenue from our China commerce retail business in the six months ended September 30,2024 was RMB200,429 million(US$28,561 million),a decrease of 1%compared to RMB202,388 million in

37、the same period of 2023,due to the 8%decrease in direct sales revenue described below.Customer management revenue increased by 1%year-over-year,primarily due to the online GMV growth,partly offset by a decline in take rate.The year-over-year decrease in take rate was primarily due to increasing prop

38、ortion of GMV generated from new models that currently have lower monetization rates.67Direct sales and others revenue under China commerce retail business in the six months ended September 30,2024 was RMB49,950 million(US$7,118 million),a decrease of 8%compared to RMB54,066 million in the same peri

39、od of 2023,primarily attributable to the decrease in sales of appliances and consumer electronics.China Commerce Wholesale Business Revenue from our China commerce wholesale business in the six months ended September 30,2024 was RMB11,938 million(US$1,701 million),an increase of 17%compared to RMB10

40、,219 million in the same period of 2023,primarily due to the increase in revenue from value-added services provided to paying members.(ii)Segment adjusted EBITATaobao and Tmall Group adjusted EBITA decreased by 3%to RMB93,400 million(US$13,309 million)in the six months ended September 30,2024,compar

41、ed to RMB96,396 million in the same period of 2023,primarily due to the increase in investment in user experience,partly offset by the increase in revenue from customer management service.Cloud Intelligence Group(i)Segment revenueRevenue from Cloud Intelligence Group was RMB56,159 million(US$8,003 m

42、illion)in the six months ended September 30,2024,an increase of 7%compared to RMB52,713 million in the same period of 2023.Overall revenue excluding Alibaba-consolidated subsidiaries increased by 7%year-over-year,mainly driven by the double-digit revenue growth of public cloud products including AI-

43、related products,partly offset by the decrease in non-public cloud revenue as we transition away from the low-margin project-based revenues to focus on high-quality revenues.(ii)Segment adjusted EBITACloud Intelligence Group adjusted EBITA increased by 115%to RMB4,998 million(US$712 million)in the s

44、ix months ended September 30,2024,compared to RMB2,325 million in the same period of 2023,primarily due to shift in product mix toward higher-margin public cloud products including AI-related products and improving operating efficiency,partly offset by the increasing investments in customer growth a

45、nd technology.Alibaba International Digital Commerce Group(i)Segment revenueInternational Commerce Retail BusinessRevenue from our International commerce retail business in the six months ended September 30,2024 was RMB49,309 million(US$7,026 million),an increase of 37%compared to RMB36,116 million

46、in the same period of 2023,primarily driven by the increase in revenue contributed by AliExpress Choice and Trendyol.As certain of our international businesses generate revenue in local currencies while our reporting currency is Renminbi,AIDCs revenue is affected by exchange rate fluctuations.78Inte

47、rnational Commerce Wholesale Business Revenue from our International commerce wholesale business in the six months ended September 30,2024 was RMB11,656 million(US$1,661 million),an increase of 11%compared to RMB10,518 million in the same period of 2023,primarily due to the increase in revenue gener

48、ated by cross-border-related value-added services.(ii)Segment adjusted EBITAAlibaba International Digital Commerce Group adjusted EBITA was a loss of RMB6,611 million(US$942 million)in the six months ended September 30,2024,compared to a loss of RMB804 million in the same period of 2023,primarily du

49、e to the increase in investments in AliExpress and Trendyols cross-border businesses,partly offset by Lazadas significant reduction in operating loss from improvements in its monetization and operating efficiency.Cainiao Smart Logistics Network Limited(i)Segment revenueRevenue from Cainiao Smart Log

50、istics Network Limited was RMB51,458 million(US$7,333 million)in the six months ended September 30,2024,an increase of 12%compared to RMB45,987 million in the same period of 2023,primarily driven by the increase in revenue from cross-border fulfillment solutions.(ii)Segment adjusted EBITACainiao Sma

51、rt Logistics Network Limited adjusted EBITA decreased by 62%to RMB673 million(US$96 million)in the six months ended September 30,2024,compared to RMB1,783 million in the same period of 2023,primarily due to the increased investments in cross-border fulfillment solutions.Local Services Group(i)Segmen

52、t revenueRevenue from Local Services Group was RMB33,954 million(US$4,838 million)in the six months ended September 30,2024,an increase of 13%compared to RMB30,014 million in the same period of 2023,driven by the order growth of both Amap and Ele.me,as well as revenue growth from marketing services.

53、(ii)Segment adjusted EBITALocal Services Group adjusted EBITA was a loss of RMB777 million(US$111 million)in the six months ended September 30,2024,compared to a loss of RMB4,546 million in the same period of 2023,primarily due to improved operating efficiency and increasing scale.Digital Media and

54、Entertainment Group(i)Segment revenueRevenue from Digital Media and Entertainment Group was RMB11,275 million(US$1,607 million)in the six months ended September 30,2024,an increase of 1%compared to RMB11,160 million in the same period of 2023.89(ii)Segment adjusted EBITADigital Media and Entertainme

55、nt Group adjusted EBITA in the six months ended September 30,2024 was a loss of RMB281 million(US$40 million),compared to a loss of RMB138 million in the same period of 2023.All Others(i)Segment revenueRevenue from All others segment was RMB99,179 million(US$14,133 million)in the six months ended Se

56、ptember 30,2024,an increase of 6%compared to RMB93,850 million in the same period of 2023,mainly due to the increase in revenue from retail businesses including Freshippo and Alibaba Health.(ii)Segment adjusted EBITAAdjusted EBITA from All others segment in the six months ended September 30,2024 was

57、 a loss of RMB2,845 million(US$405 million),compared to a loss of RMB3,170 million in the same period of 2023.910Six Months Ended September Other Financial ResultsCosts and ExpensesThe following tables set forth a breakdown of our costs and expenses,share-based compensation expense,and costs and exp

58、enses excluding share-based compensation expense by function for the periods indicated:Six months ended September 30,20232024 RMB%of RevenueRMBUS$%of Revenue%of Revenue YoY change(in millions,except percentages)Costs and expenses:Cost of revenue282,01161.4%290,13541,34460.5%(0.9)%Product development

59、 expenses24,6835.4%27,5553,9275.7%0.3%Sales and marketing expenses52,53211.4%65,1679,28613.6%2.2%General and administrative expenses16,7053.6%23,0573,2854.8%1.2%Amortization and impairment of intangible assets 4,910 1.1%3,441 490 0.7%(0.4)%Impairment of goodwill2,0310.4%(0.4)%Total costs and expense

60、s382,872 409,35558,332 Share-based compensation expense:Cost of revenue9370.2%1,2051720.3%0.1%Product development expenses2,7640.6%3,5605070.7%0.1%Sales and marketing expenses7250.2%9481350.2%0.0%General and administrative expenses7750.2%2,5643650.5%0.3%Total share-based compensation expense(1)5,201

61、 8,277 1,179 Costs and expenses excluding share-based compensation expense:Cost of revenue281,07461.2%288,93041,17260.2%(1.0)%Product development expenses21,9194.8%23,9953,4205.0%0.2%Sales and marketing expenses51,80711.3%64,2199,15113.4%2.1%General and administrative expenses 15,930 3.5%20,4932,920

62、4.3%0.8%Amortization and impairment of intangible assets 4,910 1.1%3,441 490 0.7%(0.4)%Impairment of goodwill2,0310.4%(0.4)%Total costs and expenses excluding share-based compensation expense 377,671 401,078 57,153 (1)This includes both cash and non-cash share-based compensation expenses.1011Cost of

63、 revenue Cost of revenue in the six months ended September 30,2024 was RMB290,135 million(US$41,344 million),or 60.5%of revenue,compared to RMB282,011 million,or 61.4%of revenue,in the same period of 2023.Without the effect of share-based compensation expense,cost of revenue as a percentage of reven

64、ue would have decreased from 61.2%in the same period of 2023 to 60.2%in the six months ended September 30,2024.Product development expenses Product development expenses in the six months ended September 30,2024 were RMB27,555 million(US$3,927 million),or 5.7%of revenue,compared to RMB24,683 million,

65、or 5.4%of revenue,in the same period of 2023.Without the effect of share-based compensation expense,product development expenses as a percentage of revenue would have increased from 4.8%in the same period of 2023 to 5.0%in the six months ended September 30,2024.Sales and marketing expenses Sales and

66、 marketing expenses in the six months ended September 30,2024 were RMB65,167 million(US$9,286 million),or 13.6%of revenue,compared to RMB52,532 million,or 11.4%of revenue,in the same period of 2023.Without the effect of share-based compensation expense,sales and marketing expenses as a percentage of

67、 revenue would have increased from 11.3%in the same period of 2023 to 13.4%in the six months ended September 30,2024,primarily due to our increased investments in e-commerce businesses.General and administrative expenses General and administrative expenses in the six months ended September 30,2024 w

68、ere RMB23,057 million(US$3,285 million),or 4.8%of revenue,compared to RMB16,705 million,or 3.6%of revenue,in the same period of 2023.Without the effect of share-based compensation expense,general and administrative expenses as a percentage of revenue would have increased from 3.5%in the same period

69、of 2023 to 4.3%in the six months ended September 30,2024.Share-based compensation expense Total share-based compensation expense included in the cost and expense items above in the six months ended September 30,2024 was RMB8,277 million(US$1,179 million),compared to RMB5,201 million in the same peri

70、od of 2023.The following table sets forth our analysis of share-based compensation expense for the periods indicated by type of share-based awards:Six months ended September 30,20232024 RMBRMBUS$YoY%Change(in millions,except percentages)By type of awards:Alibaba Group share-based awards(1)9,1075,877

71、837(35)%Ant Group share-based awards(2)(6,749)(15)(2)(100)%Others(3)2,8432,415344(15)%Total share-based compensation expense(4)5,2018,2771,17959%(1)This represents Alibaba Group share-based awards granted to our employees.(2)This represents Ant Group share-based awards granted to our employees,which

72、 is subject to mark-to-market accounting treatment.(3)This represents share-based awards of our subsidiaries.(4)This includes both cash and non-cash share-based compensation expenses.1112Share-based compensation expense related to Alibaba Group share-based awards decreased in the six months ended Se

73、ptember 30,2024 compared to the same period of 2023.This decrease was primarily due to the decrease in the number and average fair market value of the awards granted.Share-based compensation expense related to Ant Group share-based awards was a net reversal for the six months ended September 30,2023

74、 because we made a mark-to-market adjustment during the period relating to Ant Group share-based awards granted to our employees,reflecting a decrease in the value of Ant Group.We expect that our share-based compensation expense will continue to be affected by changes in the fair value of the underl

75、ying awards and the quantity of awards we grant in the future.Amortization and impairment of intangible assets Amortization and impairment of intangible assets in the six months ended September 30,2024 was RMB3,441 million(US$490 million),a decrease of 30%from RMB4,910 million in the same period of

76、2023.Impairment of goodwill Impairment of goodwill of RMB2,031 million was recorded in the six months ended September 30,2023 because the carrying value of a reporting unit within All others segment exceeded its fair value.Income from operations and operating marginIncome from operations in the six

77、months ended September 30,2024 was RMB71,235 million(US$10,151 million),or 15%of revenue,a decrease of 6%compared to RMB76,074 million,or 17%of revenue,in the same period of 2023,primarily due to a reversal of share-based compensation expense of RMB6,901 million recorded in the six months ended Sept

78、ember 30,2023.Adjusted EBITDA and Adjusted EBITAAdjusted EBITDA decreased 3%year-over-year to RMB98,488 million(US$14,034 million)in the six months ended September 30,2024,compared to RMB101,289 million in the same period of 2023.Adjusted EBITA decreased 3%year-over-year to RMB85,596 million(US$12,1

79、97 million)in the six months ended September 30,2024,compared to RMB88,216 million in the same period of 2023,primarily attributable to the increase in investments in our e-commerce businesses,partly offset by revenue growth and improved operating efficiency.Adjusted EBITA by segmentAdjusted EBITA b

80、y segment as well as a reconciliation of income from operations to adjusted EBITA are set forth in the section entitled“Six Months Ended September Segment Results”above.Interest and investment income,netInterest and investment income,net in the six months ended September 30,2024 was a gain of RMB17,

81、129 million(US$2,441 million),compared to a loss of RMB762 million in the same period of 2023,primarily attributable to the mark-to-market changes from our equity investments.The above-mentioned investment gains and losses were excluded from our non-GAAP net income.Other income(expense),netOther inc

82、ome(expense),net in the six months ended September 30,2024 was an expense of RMB1,221 million(US$174 million),compared to income of RMB2,755 million in the same period of 2023,primarily attributable 1213to the increase in net exchange loss compared to the same period last year,arising from the excha

83、nge rate fluctuation between Renminbi and U.S.dollar.Income tax expensesIncome tax expenses in the six months ended September 30,2024 were RMB17,442 million(US$2,485 million),compared to RMB11,819 million in the same period of 2023.Share of results of equity method investeesWe record our share of re

84、sults of all equity method investees one quarter in arrears.Share of results of equity method investees in the six months ended September 30,2024 was a profit of RMB2,483 million(US$354 million),compared to a loss of RMB2,914 million in the same period of 2023,primarily due to the year-over-year dec

85、rease in impairment of equity method investees.The following table sets forth a breakdown of share of results of equity method investees for the periods indicated:Six months ended September 30,20232024RMBRMBUS$(in millions)Share of profit(loss)of equity method investees -Ant Group5,2106,395911 -Othe

86、rs(1,648)(1,334)(190)Impairment loss(4,481)(2,157)(307)Others(1)(1,995)(421)(60)Total(2,914)2,483354(1)Others mainly include basis differences arising from equity method investees,share-based compensation expense related to share-based awards granted to employees of our equity method investees,as we

87、ll as gain or loss arising from the deemed disposal of the equity method investees.Net income and Non-GAAP net incomeOur net income in the six months ended September 30,2024 was RMB67,569 million(US$9,629 million),compared to RMB59,696 million in the same period of 2023,primarily attributable to the

88、 mark-to-market changes from our equity investments and the decrease in impairment of our investments,partly offset by the decrease in income from operations and the increase in net exchange loss.Excluding non-cash share-based compensation expense,gains/losses of investments,impairment of goodwill a

89、nd intangible assets,and certain other items,non-GAAP net income in the six months ended September 30,2024 was RMB77,209 million(US$11,002 million),a decrease of 9%compared to RMB85,110 million in the same period of 2023.A reconciliation of net income to non-GAAP net income is included at the end of

90、 this Interim Report.Net income attributable to ordinary shareholdersNet income attributable to ordinary shareholders in the six months ended September 30,2024 was RMB68,143 million(US$9,710 million),compared to RMB62,038 million in the same period of 2023,primarily attributable to the mark-to-marke

91、t changes from our equity investments and the decrease in impairment of our investments,partly offset by the decrease in income from operations and the increase in net exchange loss.1314Diluted earnings per ADS/share and non-GAAP diluted earnings per ADS/shareDiluted earnings per ADS in the six mont

92、hs ended September 30,2024 was RMB28.00(US$3.99),compared to RMB24.08 in the same period of 2023.Excluding non-cash share-based compensation expense,gains/losses of investments,impairment of goodwill and intangible assets,and certain other items,non-GAAP diluted earnings per ADS in the six months en

93、ded September 30,2024 was RMB31.50(US$4.49),a decrease of 5%compared to RMB33.00 in the same period of 2023.Diluted earnings per share in the six months ended September 30,2024 was RMB3.50(US$0.50 or HK$3.88),compared to RMB3.01 in the same period of 2023.Excluding non-cash share-based compensation

94、expense,gains/losses of investments,impairment of goodwill and intangible assets,and certain other items,non-GAAP diluted earnings per share in the six months ended September 30,2024 was RMB3.94(US$0.56 or HK$4.37),a decrease of 5%compared to RMB4.13 in the same period of 2023.A reconciliation of di

95、luted earnings per ADS/share to non-GAAP diluted earnings per ADS/share is included at the end of this Interim Report.Each ADS represents eight ordinary shares.Cash and cash equivalents,short-term investments and other treasury investmentsAs of September 30,2024,cash and cash equivalents,short-term

96、investments and other treasury investments included in equity securities and other investments on the consolidated balance sheets,were RMB554,378 million(US$78,998 million),compared to RMB617,230 million as of March 31,2024.Other treasury investments consist of fixed deposits,certificate of deposits

97、 and marketable debt securities with original maturities over one year for treasury purposes.The decrease in cash and cash equivalents,short-term investments and other treasury investments during the six months ended September 30,2024 was primarily due to cash used in repurchase of ordinary shares o

98、f RMB72,889 million(US$10,387 million),dividend payment of RMB29,022 million(US$4,136 million)and acquisition of additional equity interests in non-wholly owned subsidiaries of RMB19,947 million(US$2,842 million),partly offset by free cash flow generated from operations of RMB31,107 million(US$4,433

99、 million)and net proceeds from convertible unsecured senior notes and the payments for capped call transactions of RMB31,065 million(US$4,427 million).Net cash provided by operating activities and free cash flowDuring the six months ended September 30,2024,net cash provided by operating activities w

100、as RMB65,074 million(US$9,273 million),a decrease of 31%compared to RMB94,537 million in the same period of 2023.Free cash flow,a non-GAAP measurement of liquidity,was RMB31,107 million(US$4,433 million),a decrease of 63%compared to RMB84,309 million in the same period of 2023.The decrease in free c

101、ash flow was mainly attributed to our investments in Alibaba Cloud infrastructure and refund to Tmall merchants after we cancelled the annual service fee and other working capital changes related to factors including scale down of certain direct sales businesses.A reconciliation of net cash provided

102、 by operating activities to free cash flow is included at the end of this Interim Report.Net cash used in investing activitiesDuring the six months ended September 30,2024,net cash used in investing activities of RMB34,865 million(US$4,968 million)primarily reflected(i)an increase in other treasury

103、investments by RMB113,387 million(US$16,158 million),(ii)capital expenditures of RMB29,585 million(US$4,216 million),and(iii)cash outflow of RMB5,807 million(US$827 million)for investment and acquisition activities.These cash outflows were partly offset by(i)a decrease in short-term investments by R

104、MB105,470 million(US$15,029 million)and(ii)cash inflow of RMB6,509 million(US$928 million)from disposal of investments.1415Net cash used in financing activitiesDuring the six months ended September 30,2024,net cash used in financing activities of RMB86,364 million(US$12,307 million)primarily reflect

105、ed cash used in repurchase of ordinary shares of RMB72,889 million(US$10,387 million),dividend payment of RMB29,022 million(US$4,136 million)and acquisition of additional equity interests in non-wholly owned subsidiaries of RMB19,947 million(US$2,842 million),partly offset by the net proceeds from c

106、onvertible unsecured senior notes and the payments for capped call transactions of RMB31,065 million(US$4,427 million).EmployeesAs of September 30,2024,we had a total of 197,991 employees,compared to 204,891 as of March 31,2024.1516Reconciliations of Non-GAAP Measures to the Nearest Comparable U.S.G

107、AAP MeasuresThe table below sets forth a reconciliation of our net income to adjusted EBITA and adjusted EBITDA for the periods indicated:Six months ended September 30,20232024 RMBRMBUS$(in millions)Net income59,69667,5699,629 Adjustments to reconcile net income to adjusted EBITA and adjusted EBITDA

108、:Interest and investment income,net762(17,129)(2,441)Interest expense3,6384,615658 Other(income)expense,net(2,755)1,221174 Income tax expenses11,81917,4422,485 Share of results of equity method investees2,914(2,483)(354)Income from operations76,07471,23510,151 Non-cash share-based compensation expen

109、se5,2017,7751,108 Amortization and impairment of intangible assets4,9103,441490 Impairment of goodwill2,031 Provision for the shareholder class action lawsuits3,145448 Adjusted EBITA88,21685,59612,197 Depreciation and impairment of property and equipment,and operating lease cost relating to land use

110、 rights13,07312,8921,837Adjusted EBITDA101,28998,48814,0341617Reconciliations of Non-GAAP Measures to the Nearest Comparable U.S.GAAP Measures(Continued)The table below sets forth a reconciliation of our net income to non-GAAP net income for the periods indicated:Six months ended September 30,202320

111、24 RMBRMBUS$(in millions)Net income59,69667,5699,629Adjustments to reconcile net income to non-GAAP net income:Non-cash share-based compensation expense5,2017,7751,108Amortization and impairment of intangible assets4,9103,441490Provision for the shareholder class action lawsuits3,145448Loss(Gain)on

112、deemed disposals/disposals/revaluation of investments7,307(8,116)(1,157)Impairment of goodwill and investments,and others11,8735,067722Tax effects(1)(3,877)(1,672)(238)Non-GAAP net income85,11077,20911,002(1)Tax effects primarily comprise tax effects relating to non-cash share-based compensation exp

113、ense,amortization and impairment of intangible assets and certain gains and losses from investments,and others.1718Reconciliations of Non-GAAP Measures to the Nearest Comparable U.S.GAAP Measures(Continued)The table below sets forth a reconciliation of our diluted earnings per share/ADS to non-GAAP

114、diluted earnings per share/ADS for the periods indicated:Six months ended September 30,20232024 RMBRMBUS$(in millions,except per share data)Net income attributable to ordinary shareholders basic62,03868,1439,710Dilution effect on earnings arising from non-cash share-based awards operated by equity m

115、ethod investees and subsidiaries(134)(131)(19)Adjustments for interest expense attributable to convertible unsecured senior notes9514Net income attributable to ordinary shareholders diluted61,90468,1079,705Non-GAAP adjustments to net income attributable to ordinary shareholders(1)22,9498,5211,214 No

116、n-GAAP net income attributable to ordinary shareholders for computing non-GAAP diluted earnings per share/ADS84,85376,62810,919 Weighted average number of shares on a diluted basis for computing non-GAAP diluted earnings per share/ADS(million shares)(2)20,56719,459 Diluted earnings per share(2)(3)3.

117、013.500.50 Non-GAAP diluted earnings per share(2)(4)4.133.940.56 Diluted earnings per ADS(2)(3)24.0828.003.99 Non-GAAP diluted earnings per ADS(2)(4)33.0031.504.49(1)Non-GAAP adjustments excluding the attributions to the noncontrolling interests.See the table above for items regarding the reconcilia

118、tion of net income to non-GAAP net income(before excluding the attributions to the noncontrolling interests).(2)Each ADS represents eight ordinary shares.(3)Diluted earnings per share is derived from dividing net income attributable to ordinary shareholders by the weighted average number of outstand

119、ing ordinary shares,on a diluted basis.Diluted earnings per ADS is derived from the diluted earnings per share after adjusting for the ordinary share-to-ADS ratio.(4)Non-GAAP diluted earnings per share is derived from dividing non-GAAP net income attributable to ordinary shareholders by the weighted

120、 average number of outstanding ordinary shares for computing non-GAAP diluted earnings per share,on a diluted basis.Non-GAAP diluted earnings per ADS is derived from the non-GAAP diluted earnings per share after adjusting for the ordinary share-to-ADS ratio.1819Reconciliations of Non-GAAP Measures t

121、o the Nearest Comparable U.S.GAAP Measures(Continued)The table below sets forth a reconciliation of net cash provided by operating activities to free cash flow for the periods indicated:Six months ended September 30,20232024 RMBRMBUS$(in millions)Net cash provided by operating activities94,53765,074

122、9,273Less:Purchase of property and equipment(excluding land use rights and construction in progress relating to office campuses)(10,119)(28,916)(4,120)Less:Changes in the buyer protection fund deposits(109)(5,051)(720)Free cash flow84,30931,1074,4331920Non-GAAP Financial Measures To supplement our u

123、naudited condensed consolidated financial statements,which are prepared and presented in accordance with GAAP,we use the following non-GAAP financial measures:for our consolidated results,adjusted EBITDA(including adjusted EBITDA margin),adjusted EBITA(including adjusted EBITA margin),non-GAAP net i

124、ncome,non-GAAP diluted earnings per share/ADS and free cash flow.For more information on these non-GAAP financial measures,please refer to the table captioned“Reconciliations of Non-GAAP Measures to the Nearest Comparable U.S.GAAP Measures”in this Interim Report.We believe that adjusted EBITDA,adjus

125、ted EBITA,non-GAAP net income and non-GAAP diluted earnings per share/ADS help identify underlying trends in our business that could otherwise be distorted by the effect of certain income or expenses that we include in income from operations,net income and diluted earnings per share/ADS.We believe t

126、hat these non-GAAP measures provide useful information about our core operating results,enhance the overall understanding of our past performance and future prospects and allow for greater visibility with respect to key metrics used by our management in its financial and operational decision-making.

127、We present three different income measures,namely adjusted EBITDA,adjusted EBITA and non-GAAP net income in order to provide more information and greater transparency to investors about our operating results.We consider free cash flow to be a liquidity measure that provides useful information to man

128、agement and investors about the amount of cash generated by our business that can be used for strategic corporate transactions,including investing in our new business initiatives,making strategic investments and acquisitions and strengthening our balance sheet.Adjusted EBITDA,adjusted EBITA,non-GAAP

129、 net income,non-GAAP diluted earnings per share/ADS and free cash flow should not be considered in isolation or construed as an alternative to income from operations,net income,diluted earnings per share/ADS,cash flows or any other measure of performance or as an indicator of our operating performan

130、ce.These non-GAAP financial measures presented here do not have standardized meanings prescribed by U.S.GAAP and may not be comparable to similarly titled measures presented by other companies.Other companies may calculate similarly titled measures differently,limiting their usefulness as comparativ

131、e measures to our data.Adjusted EBITDA represents net income before interest and investment income,net,interest expense,other income(expense),net,income tax expenses,share of results of equity method investees,certain non-cash expenses,consisting of share-based compensation expense,amortization and

132、impairment of intangible assets,impairment of goodwill,depreciation and impairment of property and equipment,and operating lease cost relating to land use rights,and others(including provision in relation to matters outside the ordinary course of business),which we do not believe are reflective of o

133、ur core operating performance during the periods presented.Adjusted EBITA represents net income before interest and investment income,net,interest expense,other income(expense),net,income tax expenses,share of results of equity method investees,certain non-cash expenses,consisting of share-based com

134、pensation expense,amortization and impairment of intangible assets,impairment of goodwill,and others(including provision in relation to matters outside the ordinary course of business),which we do not believe are reflective of our core operating performance during the periods presented.Non-GAAP net

135、income represents net income before non-cash share-based compensation expense,amortization and impairment of intangible assets,gain or loss on deemed disposals/disposals/revaluation of investments,impairment of goodwill and investments,and others(including provision in relation to matters outside th

136、e ordinary course of business),and adjustments for the tax effects.2021Non-GAAP diluted earnings per share represents non-GAAP net income attributable to ordinary shareholders divided by the weighted average number of outstanding ordinary shares for computing non-GAAP diluted earnings per share on a

137、 diluted basis.Non-GAAP diluted earnings per ADS represents non-GAAP diluted earnings per share after adjusting for the ordinary share-to-ADS ratio.Free cash flow represents net cash provided by operating activities as presented in our unaudited condensed consolidated cash flow statement less purcha

138、ses of property and equipment(excluding acquisition of land use rights and construction in progress relating to office campuses)and intangible assets(excluding those acquired through acquisitions),as well as adjustments to exclude from net cash provided by operating activities the buyer protection f

139、und deposits from merchants on our marketplaces.We deduct certain items of cash flows from investing activities in order to provide greater transparency into cash flow from our revenue-generating business operations.We exclude“acquisition of land use rights and construction in progress relating to o

140、ffice campuses”because the office campuses are used by us for corporate and administrative purposes and are not directly related to our revenue-generating business operations.We also exclude buyer protection fund deposits from merchants on our marketplaces because these deposits are restricted for t

141、he purpose of compensating buyers for claims against merchants.The table captioned“Reconciliations of Non-GAAP Measures to the Nearest Comparable U.S.GAAP Measures”in this Interim Report has more details on the non-GAAP financial measures that are most directly comparable to GAAP financial measures

142、and the related reconciliations between these financial measures.2122Other Financial InformationLiquidity and Capital ResourcesWe fund our operations and strategic investments from cash generated from our operations and through debt and equity financing.We generated RMB94,537 million and RMB65,074 m

143、illion(US$9,273 million)of cash from operating activities for the six months ended September 30,2023 and 2024,respectively.As of September 30,2024,we had cash and cash equivalents,short-term investments and other treasury investments of RMB554,378 million(US$78,998 million).Short-term investments in

144、clude investments in fixed deposits with original maturities between three months and one year and certain investments in wealth management products,certificates of deposits,marketable debt securities and other investments whereby we have the intention to redeem within one year.Other treasury invest

145、ments mainly include investments in fixed deposits,certificates of deposits and marketable debt securities with original maturities over one year for treasury purposes.The remaining maturities of these treasury investments held by us generally range from one to three years.We believe that our curren

146、t levels of cash and cash flows from operations will be sufficient to meet our anticipated cash needs for at least the next twelve months.However,we may need additional cash resources in the future if we find and wish to pursue opportunities for investment,acquisition,strategic cooperation or other

147、similar actions,which may include investing in technology,infrastructure,including data management and analytics solutions,or related talent.If we determine that our cash requirements exceed our amounts of cash on hand or if we decide to further optimize our capital structure,we may seek to issue ad

148、ditional debt or equity securities or obtain credit facilities or other sources of funding.In May 2024,we issued convertible unsecured fixed rate senior notes due 2031 for an aggregate principal amount of US$5 billion.In November 2024,we issued unsecured fixed rate senior notes with varying maturiti

149、es,consisting of U.S.dollar-denominated notes for an aggregate principal amount of US$2.65 billion and RMB-denominated notes for an aggregate principal amount of RMB17 billion.We monitor the Groups financial health and liquidity position by reviewing its total debts to Adjusted EBITDA ratio,calculat

150、ed by dividing bank borrowings,unsecured senior notes and convertible unsecured senior notes by Adjusted EBITDA for the last twelve months.The groups total debts to Adjusted EBITDA ratio was 0.89 and 1.07 as at March 31,2024 and September 30,2024,respectively.Significant Investments Our significant

151、investment consists of Ant Group.Ant Group provides comprehensive digital payment services and facilitates digital financial and value-added services for consumers and merchants,in China and across the world.As of September 30,2024,our equity interest in Ant Group on a fully diluted basis was 33%.Du

152、ring the six months ended September 30,2024,dividend received from Ant Group amounted to RMB2,630 million(US$375 million).We did not hold any other significant investments as of September 30,2024.2223Material Acquisitions and Disposals Material acquisitions and disposals of subsidiaries and investme

153、nts(including those that are under definitive agreement but have not closed,and excluding equity transactions in subsidiaries)in the six months ended September 30,2024 and the period through the date of this Interim Report are set forth below.In October 2024,we completed the conversion of the conver

154、tible loans of RMB400 million for approximately 6%additional equity interest in Shenzhen 4PX Information and Technology Co.,Ltd,which became a consolidated subsidiary of the Company.Save as disclosed above,as at the date of this Interim Report,the Group did not have detailed future plans for materia

155、l investments or capital assets.Pledge of AssetsCertain of the Groups bank borrowings are collateralized by a pledge of certain buildings and property improvements,construction in progress and land use rights in the PRC and receivables with carrying values of RMB34,056 million and RMB27,767 million,

156、as of March 31,2024 and September 30,2024,respectively.Foreign Exchange RiskForeign currency risk arises from future commercial transactions,recognized assets and liabilities and net investments in foreign operations.Although we operate businesses in different countries and regions,most of our reven

157、ue-generating transactions,and a majority of our expense-related transactions,are denominated in Renminbi,which is the functional currency of our major operating subsidiaries and the reporting currency of our financial statements.When considered appropriate,we enter into hedging activities with rega

158、rd to exchange rate risk.The value of the Renminbi against the U.S.dollar and other currencies may fluctuate and is affected by,among other things,changes in political and economic conditions and the foreign exchange policy adopted by the governments.It is difficult to predict how market forces or P

159、RC or U.S.government policy may impact the exchange rate between the Renminbi and the U.S.dollar in the future.There remains significant international pressure on the PRC government to adopt a more flexible currency policy,which could result in greater fluctuations of the Renminbi against the U.S.do

160、llar.To the extent that we need to convert U.S.dollars into Renminbi for our operations,appreciation of the Renminbi against the U.S.dollar would reduce the Renminbi amount we receive from the conversion.Conversely,if we decide to convert Renminbi into U.S.dollars for the purpose of making payments

161、for dividends on our ordinary shares or ADSs,servicing our outstanding debts,or for other business purposes,appreciation of the U.S.dollar against the Renminbi would reduce the U.S.dollar amounts available to us.Contingent LiabilitiesAs at September 30,2024,the Group had no material contingent liabi

162、lities.Capital Expenditure and Capital Commitment Our capital expenditures have been incurred primarily in relation to(i)the acquisition of computer equipment and construction of data centers relating to our Cloud business and the operation of our mobile platforms and websites;(ii)the acquisition of

163、 infrastructure for logistics services and direct sales businesses;and(iii)the acquisition of land use rights and construction of corporate campuses and office facilities.In the six months 2324ended September 30,2023 and 2024,our capital expenditures totaled RMB12,077 million and RMB29,585 million(U

164、S$4,216 million),respectively.The groups capital commitments primarily relate to capital expenditures contracted for purchase of property and equipment,including the construction of corporate campuses.Total capital commitments contracted but not provided for amounted to RMB18,372 million and RMB23,9

165、97 million(US$3,420 million)as of March 31,2024 and September 30,2024,respectively.Remuneration PolicyAlibaba Group periodically reviews its remuneration policy and compensation packages.Discretionary bonuses and other long-term incentives may be awarded to selected employees based on various factor

166、s including but not limited to individual performance and the overall performance of our business.We have established learning and training programs to develop our employees both personally and professionally,helping them to better realize their potential and create value,thereby supporting their lo

167、ng-term career success.The Companys subsidiaries in the PRC participate in a government-mandated multi-employer defined contribution plan,which provides housing,pension,medical,maternity,work-related injury and unemployment benefits,as well as other welfare benefits to employees.The relevant labor r

168、egulations require the Companys subsidiaries in the PRC to make monthly contributions to the local labor and social security authorities based on the applicable benchmarks and rates stipulated by the local government.Additionally,we provide commercial health and accidental insurance for our employee

169、s.The Companys subsidiaries also formulate their own unique benefit plans and assistance programs tailored to their specific business needs.Alibaba Group also makes payments to other defined contribution plans and defined benefit plans for the benefit of employees employed by subsidiaries outside of

170、 the PRC.Share-based awards such as restricted share units,incentive and non-statutory stock options,restricted shares and share appreciation rights may be granted to any directors,employees and consultants of Alibaba Group or affiliated companies under equity incentive plans adopted since the incep

171、tion of the Company.For details of Alibaba Groups equity incentive plans,please refer to the section titled“Equity Incentive Plans”.Subsequent EventsSave as disclosed in this Interim Report,as at the date of this Interim Report,there were no significant events that might affect Alibaba Group since S

172、eptember 30,2024.2425DIRECTORS AND CHIEF EXECUTIVE OFFICERThe following table sets forth certain information relating to our directors and chief executive officer.NameAgePosition/TitleJoseph C.TSAI(a)60Chairman;Chairman,Cainiao Smart Logistics Network LimitedEddie Yongming WU(b)49Director and Chief

173、Executive Officer;Chairman and Chief Executive Officer,Cloud Intelligence GroupJ.Michael EVANS(a)67Director and PresidentMaggie Wei WU(c)56DirectorJerry YANG(b)56Independent directorWan Ling MARTELLO(b)66Independent directorWeijian SHAN(c)71Independent directorIrene Yun-Lien LEE(a)71Independent dire

174、ctorAlbert Kong Ping NG(b)67Independent directorKabir MISRA(c)55Independent director Director nominated by the Alibaba Partnership.(a)Group I directors.Current term of office will expire at our 2027 annual general meeting.(b)Group II directors.Current term of office will expire at our 2025 annual ge

175、neral meeting.(c)Group III directors.Current term of office will expire at our 2026 annual general meeting.Biographical Information Joseph C.TSAI(蔡蔡崇崇信信)joined our company in 1999 as a member of the Alibaba founding team and has served on our board of directors since our inception.He was chief finan

176、cial officer until 2013,our executive vice chairman until September 2023 and is currently our chairman.Joe is a founding member of the Alibaba Partnership.He is chairman of Cainiao Smart Logistics Network Limited,a board member of Taobao and Tmall Group and Alibaba International Digital Commerce Gro

177、up,and a board member of our affiliate Ant Group.From 1995 to 1999,Joe was a private equity investor based in Hong Kong with Investor AB,the main investment vehicle of Swedens Wallenberg family.Prior to that,he was general counsel of Rosecliff,Inc.,a management buyout firm based in New York.From 199

178、0 to 1993,Joe was an associate attorney in the tax group of Sullivan&Cromwell LLP,a New York-based international law firm.Joe is qualified to practice law in the State of New York.Joe received his bachelors degree in Economics and East Asian Studies from Yale College and a juris doctor degree from Y

179、ale Law School.Eddie Yongming WU(吳吳泳泳銘銘)has served as our Chief Executive Officer and director since September 2023.Eddie is one of our co-founders and a member of the Alibaba Partnership.He served as CEO of Taobao and Tmall Group from December 2023 to November 2024.He has been the chairman and chie

180、f executive officer of Cloud Intelligence Group since September 2023.He is also a director of Local Services Group.Eddie was technology director of Alibaba at the Companys inception in 1999.He served as chief technology officer of Alipay from December 2004,and became business director of our monetiz

181、ation platform,Alimama,in November 2005 and was promoted to its general manager in December 2007.In September 2008,he became chief technology officer of Taobao,and in October 2011 he took on the role of head of Alibaba Groups search,advertising and mobile business.Eddie served as a non-executive dir

182、ector of Alibaba Health Information Technology Limited,a company listed on the Main Board of the Hong Kong Stock Exchange,from April 2015 to October 2021 and chairman of Alibaba Health from April 2015 to March 2020.From September 2014 to September 2019,Eddie was a special assistant to Alibaba Groups

183、 chairman.In August 2015,Eddie founded Vision Plus Capital,a venture capital firm focused on investing in the areas of advanced technologies,enterprise services and digital healthcare.Eddie graduated from the College of Information Engineering of Zhejiang University of Technology in June 1996.2526J.

184、Michael EVANS has been our president since August 2015 and our director since September 2014.Mike served as Vice Chairman of The Goldman Sachs Group,Inc.from February 2008 until his retirement in December 2013.He served as chairman of Asia operations at Goldman Sachs from 2004 to 2013 and was the gl

185、obal head of Growth Markets at Goldman Sachs from January 2011 to December 2013.He also co-chaired the Business Standards Committee of Goldman Sachs from 2010 to 2013.Mike joined Goldman Sachs in 1993,became a partner of the firm in 1994 and held various leadership positions within the firms securit

186、ies business while based in New York and London,including global head of equity capital markets and global co-head of the equities division,and global co-head of the securities business.Mike is a trustee of the Asia Society and a member of the Advisory Council for the Bendheim Center for Finance at

187、Princeton University.Mike received his bachelors degree in politics from Princeton University in 1981.Maggie Wei WU(武武衛衛)has been our director since September 2020 and is a founding member of the Alibaba Partnership.Maggie is also a director of Digital Media and Entertainment Group.Maggie joined our

188、 company in July 2007 as chief financial officer of A.She served as our chief financial officer from May 2013 to March 2022 and our head of strategic investments from June 2019 to March 2022.She was voted the best CFO in FinanceAsias annual poll for Asias Best Managed Companies in 2010.In 2018,she w

189、as named as one of the worlds 100 most powerful women by Forbes.Before joining Alibaba,Maggie was an audit partner at KPMG in Beijing.Maggie is a member of the Association of Chartered Certified Accountants(ACCA).She received a bachelors degree in accounting from Capital University of Economics and

190、Business.Jerry YANG(楊楊致致遠遠)has been our director since September 2014.Jerry previously served as our director from October 2005 to January 2012.Since March 2012,Jerry has served as the founding partner of AME Cloud Ventures,a venture capital firm.Jerry is a co-founder of Yahoo!Inc.,and served as Chi

191、ef Yahoo!and as a member of its board of directors from March 1995 to January 2012.In addition,he served as Yahoo!s Chief Executive Officer from June 2007 to January 2009.From January 1996 to January 2012,Jerry served as a director of Yahoo!Japan.Jerry also served as an independent director of Cisco

192、 Systems,Inc.from July 2000 to November 2012 and Lenovo Group Limited,a company listed on the Hong Kong Stock Exchange,from November 2014 to November 2023.He is currently an independent director of Workday Inc.,a company listed on the NYSE.He also serves as a director of various private companies an

193、d foundations.Jerry received a bachelors degree and a masters degree in electrical engineering from Stanford University,where he has been currently serving on the universitys Board of Trustees since October 2017.Jerry was appointed Chair of Stanfords Board of Trustees in July 2021.He was previously

194、on Stanfords Board of Trustees from 2005 to 2015,including being a vice chair.Wan Ling MARTELLO has been our director since September 2015.She is a founding partner of BayPine,a private equity firm based in Boston,U.S.A.,a role she has held since February 2020.She is also on the board of portfolio c

195、ompanies of BayPine.She served as the executive vice president and chief executive officer of the Asia,Oceania,and sub-Saharan Africa region for Nestl SA from May 2015 to December 2018.She was Nestls global chief financial officer from April 2012 to May 2015,and executive vice president from Novembe

196、r 2011 to March 2012.Prior to Nestl,Wan Ling was a senior executive at Walmart Stores Inc.,a global retailer,from 2005 to 2011.Her roles included executive vice president and chief operating officer for Global eCommerce,and senior vice president,chief financial officer and strategy for Walmart Inter

197、national.Before Walmart,she was president,U.S.A.at NCH Marketing Services Inc.She was with the firm from 1998 to 2005.She also worked at Borden Foods Corporation and Kraft Inc.where she held various senior management positions.She is currently a director of Uber Technologies,Inc.,a company listed on

198、 the NYSE and Stellantis N.V.,a company listed on the NYSE,the Italian Stock Exchange and Euronext,Paris.Wan Ling received a masters degree in business administration(management information systems)from the University of Minnesota and a bachelors degree in business administration and accountancy fro

199、m the University of the Philippines.2627Weijian SHAN(單單偉偉建建)has been our director since March 2022.He is the executive chairman and a founder of PAG,a leading private equity firm in Asia.He has been with PAG since 2010.Between 1998 and 2010,he was a partner of the private equity firm TPG and co-mana

200、ging partner of TPG Asia(formerly known as Newbridge Capital).Previously,he was a managing director of JP Morgan,where he was concurrently the chief representative for China between 1993 and 1998.He was an assistant professor at the Wharton School of the University of Pennsylvania between 1987 and 1

201、993.Shan is a Trustee of the British Museum.He is also a member of the International Advisory Council of Hong Kong Exchanges and Clearing Limited.He served as an independent non-executive director of Singapore-listed Wilmar International Limited between 2018 and 2021.He holds an M.A.and a Ph.D.from

202、the University of California,Berkeley,and an M.B.A.from the University of San Francisco.He graduated with a major in English from the Beijing Institute of Foreign Trade(currently the Beijing University of International Business and Economics).Irene Yun-Lien LEE(利利蘊蘊蓮蓮)has been our director since Aug

203、ust 2022.Irene is the executive chairman of Hysan Development Limited and is the independent non-executive chairman of Hang Seng Bank Limited,both companies listed on the Hong Kong Stock Exchange.She is an independent non-executive director of Hong Kong and Shanghai Banking Corporation Limited.Irene

204、 also serves as a member of the board of trustees of The Better Hong Kong Foundation.Irene was on the board of many listed and unlisted companies in Hong Kong,Singapore,UK and Australia.She was a member of the Australian Takeovers Panel,a member of the Advisory Council of JP Morgan Australia,and a m

205、ember of the Exchange Fund Advisory Committee of the Hong Kong Monetary Authority.Until April 2022,she was an independent non-executive director of HSBC Holdings plc.Irene had a long career in financial services and held senior positions at Citibank in New York,London and Sydney.She was the global h

206、ead of corporate finance at the Commonwealth Bank of Australia and she held other senior positions in investment banking and funds management in a number of international financial institutions.Irene received a Bachelor of Arts degree from Smith College,United States of America,and is a Barrister-at

207、-Law in England and Wales and a member of the Honourable Society of Grays Inn,United Kingdom.She was awarded the degree of Doctor of Social Science,honoris causa from the Chinese University of Hong Kong in November 2022.Albert Kong Ping NG(吳吳港港平平)has been our director since August 2022 and chairman

208、of our audit committee since December 2022.Albert currently serves as an independent non-executive director and chairman of the audit committee of a number of public companies,including Ping An Insurance(Group)Company of China,Ltd.,a company listed on the Shanghai Stock Exchange and the Hong Kong St

209、ock Exchange,Beijing Airdoc Technology Co.,Ltd.,a company listed on the Hong Kong Stock Exchange,and China International Capital Corporation Limited,a company listed on the Shanghai Stock Exchange and the Hong Kong Stock Exchange.Albert is also an independent non-executive director and member of the

210、 audit and risk committee of Shui On Land Limited,a company listed on the Hong Kong Stock Exchange.Albert worked at Ernst&Young China from April 2007 to June 2020,where he was the chairman of Ernst&Young China and a member of Ernst&Youngs Global Executive Board.Prior to joining Ernst&Young,he was Gr

211、eater China Managing Partner of Arthur Andersen,Managing Partner China Operation of PricewaterhouseCoopers and Managing Director of Citigroup China Investment Banking.Albert is a member of the Hong Kong Institute of Certified Public Accountants(HKICPA),Chartered Accountants of Australia and New Zeal

212、and(CAANZ),CPA Australia(CPAA)and Association of Chartered Certified Accountants(ACCA).He received a bachelors degree in business administration and a masters degree in business administration from the Chinese University of Hong Kong.2728Kabir MISRA has been our director since September 2020,redesig

213、nated as our independent director since February 2023,and is currently managing partner at RPS Ventures,a venture capital firm in Palo Alto,CA.Prior to October 2018,Kabir was a managing partner at SoftBank Investment Advisors(which manages the SoftBank Vision Fund)and SoftBank Capital.He worked with

214、 SoftBank from 2006 to 2022(as advisor from 2018 to 2022)and has assisted Mr.Masayoshi Son with our company,and his duties as one of our directors,since before our IPO.Kabir also represented SoftBank at various points on the boards of its investee companies,including other e-commerce and payments co

215、mpanies Flipkart,Paytm,Tokopedia,Coupang and BigCommerce.Prior to joining SoftBank,Kabir worked as an investment banker in the U.S.and Hong Kong.Kabir is currently also an independent director of PayActiv and Cargomatic.He received a Bachelor of Arts degree in Economics from Harvard University and a

216、 masters degree in business administration from the Stanford Graduate School of Business.Board CommitteesOur board of directors has established an audit committee,a compensation committee,a nominating and corporate governance committee,a sustainability committee,a compliance and risk committee and a

217、 capital management committee.Audit CommitteeOur audit committee currently consists of Albert Ng,Wan Ling Martello and Weijian Shan.Mr.Ng is the chairman of our audit committee.Compensation CommitteeOur compensation committee currently consists of Jerry Yang,Albert Ng and Kabir Misra.Mr.Yang is the

218、chairman of our compensation committee.Nominating and Corporate Governance Committee Our nominating and corporate governance committee currently consists of Irene Lee and Jerry Yang.Ms.Lee is the chairman of our nominating and corporate governance committee.Sustainability Committee Our sustainabilit

219、y committee currently consists of Jerry Yang,Joe Tsai and Maggie Wu.Mr.Yang is the chairman of our sustainability committee.Compliance and Risk CommitteeOur compliance and risk committee currently consists of Irene Lee,Albert Ng,Kabir Misra and J.Michael Evans.Ms.Lee is the chairman of our complianc

220、e and risk committee.Capital Management Committee Our capital management committee currently consists of Joe Tsai,Eddie Wu,J.Michael Evans and Maggie Wu.Mr.Tsai is the chairman of our capital management committee.2829DISCLOSURE OF INTERESTSThe following tables set forth:the interest and short positi

221、ons of our directors and chief executive officer in the shares,underlying shares and debentures of our Company or its associated corporations within the meaning of Part XV of the SFO,which were required(a)to be notified to us and the Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV

222、of the SFO(including interests and short positions which they were taken or deemed to have under such provisions of the SFO);or(b)to be recorded in the register required to be kept by us pursuant to Section 352 of the SFO;or(c)as otherwise notified to us and the Hong Kong Stock Exchange pursuant to

223、the Model Code;and the interest and short positions of persons other than our directors and chief executive officer in the Shares and underlying Shares which would fall to be disclosed to us pursuant to Divisions 2 and 3 of Part XV of the SFO or as recorded in the register required to be kept by us

224、pursuant to Section 336 of the SFO,in each case as of September 30,2024.Interest and short positions under the SFO are determined differently from beneficial ownership disclosed in our fiscal year 2024 annual report,which is determined in accordance with the rules and regulations of the SEC.Moreover

225、,information about persons other than our directors and chief executive officer were obtained solely from publicly available information on the website of the Hong Kong Stock Exchange,and the Company cannot guarantee the accuracy and completeness of such information.2930Directors and Chief Executive

226、 Officer Interest in our Company Name of director/Capacity/nature of interestNumber of shares/Approximate%chief executive officerunderlying shares(1),(2)of shareholding(3)(in the number of Shares)(in the number of ADSs)Joseph C.TSAI(4)Beneficial owner641,072(L)80,134(L)0.00%Interest of spouse1,280,0

227、00(L)160,000(L)0.01%Founder of a discretionary trust who can influence how the trustee exercises his discretion13,907,176(L)1,738,397(L)0.07%Interest in controlled corporation260,924,840(L)32,615,605(L)1.36%276,753,088(L)34,594,136(L)1.44%Eddie Yongming WU(5)Beneficial owner17,879,752(L)2,234,969(L)

228、0.09%Interest of spouse108,000(L)13,500(L)0.00%Founder of a discretionary trust who can influence how the trustee exercises his discretion12,320,000(L)1,540,000(L)0.06%30,307,752(L)3,788,469(L)0.16%J.Michael EVANS(6)Beneficial owner18,636,592(L)2,329,574(L)0.10%Maggie Wei WU(7)Beneficial owner3,533,

229、632(L)441,704(L)0.02%Founder of a discretionary trust who can influence how the trustee exercises his discretion7,600,000(L)950,000(L)0.04%11,133,632(L)1,391,704(L)0.06%Jerry YANGBeneficial owner453,072(L)56,634(L)0.00%Wan Ling MARTELLOBeneficial owner328,000(L)41,000(L)0.00%Weijian SHANBeneficial o

230、wner112,800(L)14,100(L)0.00%Irene Yun-Lien LEEBeneficial owner101,600(L)12,700(L)0.00%Albert Kong Ping NGBeneficial owner101,600(L)12,700(L)0.00%Kabir MISRABeneficial owner506,800(L)63,350(L)0.00%Notes:1.The letter“L”stands for long position.2.Each ADS represents eight Shares.3.The calculation is ba

231、sed on a total of 19,159,821,492 Shares in issue as of September 30,2024(including Shares repurchased but not yet cancelled as of September 30,2024).4.The interests comprised(i)630,400 Shares held by Mr.Joseph C.TSAI;(ii)10,672 Shares underlying the outstanding RSUs granted to Mr.Joseph C.TSAI;(iii)

232、1,280,000 Shares held by his spouse;(iv)13,907,176 Shares held by Joe and Clara Tsai Foundation Limited,a company incorporated under the law of the Island of Guernsey that has granted Mr.Joseph C.TSAI a revocable proxy over these Shares and which is wholly-owned by Joe and Clara Tsai Foundation;(v)3

233、031147,385,672 Shares held by Parufam Limited,a Bahamas corporation of which Mr.Joseph C.TSAI is the sole director;and(vi)113,539,168 Shares held by PMH Holding Limited,a British Virgin Islands corporation of which Mr.Joseph C.TSAI is the sole director.5.The interests comprised(i)599,752 Shares held

234、 by Mr.Eddie Yongming WU;(ii)1,280,000 Shares underlying the outstanding RSUs and 16,000,000 Shares underlying the outstanding share options granted to Mr.Eddie Yongming WU;(iii)108,000 Shares held by his spouse;and(iv)12,320,000 Shares held by a discretionary trust of which Mr.Eddie Yongming WU is

235、a founder.6.The interests comprised(i)76,192 Shares held by Mr.J.Michael EVANS;and(ii)1,360,400 Shares underlying the outstanding RSUs and 17,200,000 Shares underlying the outstanding share options granted to Mr.J.Michael EVANS.7.The interests comprised(i)3,431,224 Shares held by Ms.Maggie Wei WU;(i

236、i)102,408 Shares underlying the outstanding RSUs granted to Ms.Maggie Wei WU;and(iii)7,600,000 Shares held by a discretionary trust of which Ms.Maggie Wei WU is a founder.Save as disclosed above,as of September 30,2024,none of our directors or chief executive officer had any interest or short positi

237、on in the shares,underlying shares or debentures of our Company or any of its associated corporations(within the meaning of Part XV of the SFO)which were required to be notified to us and the Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO(including interests and short p

238、ositions which were taken or deemed to have taken under such provisions of the SFO),or which were recorded in the register required to be kept pursuant to Section 352 of the SFO,to be entered in the register referred to therein,or which were required,pursuant to the Model Code,to be notified to us a

239、nd the Hong Kong Stock Exchange.3132Substantial Shareholders Number of shares/Approximate%Name of shareholderCapacity/nature of interestunderlying shares(1),(2)of shareholding(3)(in the number of Shares)(in the number of ADSs)JPMorgan Chase&Co.(4)Beneficial owner849,539,881(L)106,192,485(L)4.43%681,

240、445,750(S)85,180,718(S)3.56%Trustee4,089,584(L)511,198(L)0.02%Investment manager183,519,627(L)22,939,953(L)0.96%6,131,206(S)766,400(S)0.03%Person having a security interest in shares47,533,315(L)5,941,664(L)0.25%Approved lending agent427,723,852(L)53,465,481(L)2.23%427,723,852(P)53,465,481(P)2.23%1,

241、512,406,259(L)189,050,782(L)7.89%687,576,956(S)85,947,119(S)3.59%427,723,852(P)53,465,481(P)2.23%Shiodome Project 17 GK(5)Beneficial owner2,296(L)287(L)0.00%Interest in controlled corporation2,195,000,000(L)274,375,000(L)11.46%2,195,000,000(S)274,375,000(S)11.46%2,195,002,296(L)274,375,287(L)11.46%2

242、,195,000,000(S)274,375,000(S)11.46%SoftBank Group Corp.(6)Beneficial owner3,788,048(L)473,506(L)0.02%Interest in controlled corporation2,293,607,896(L)286,700,987(L)11.97%2,293,605,600(S)286,700,700(S)11.97%2,297,395,944(L)287,174,493(L)11.99%2,293,605,600(S)286,700,700(S)11.97%The Goldman Sachs Gro

243、up,Inc.(7)Interest in controlled corporation982,509,304(L)122,813,663(L)5.13%822,048,311(S)102,756,038(S)4.29%Notes:1.The letter“L”stands for long position,the letter“S”stands for short position and the letter“P”stands for lending pool.2.Each ADS represents eight Shares.The number of ADSs is,where a

244、pplicable,rounded down to the nearest whole number and for reference only.3.The calculation is based on a total of 19,159,821,492 Shares in issue as of September 30,2024(including Shares repurchased but not yet cancelled as of September 30,2024).4.According to the disclosure of interests notice file

245、d by JPMorgan Chase&Co.regarding the relevant event dated September 26,2024,(a)849,539,881 Shares(long position)and 681,445,750 Shares(short position)were held by JPMorgan Chase&Co.directly;(b)4,089,584 Shares(long position)were held by a trust of which JPMorgan Chase&Co.is a trustee;and(c)the remai

246、ning interests were held by JPMorgan Chase&Co.indirectly through certain of its controlled corporations.Among them,(i)39,177,042 Shares(long position)and 71,377,100 Shares(short position)were held through physically settled listed derivatives;(ii)2,649,512 Shares(long position)and 6,317,786 Shares(s

247、hort position)were held through cash settled listed derivatives;(iii)46,985,534 Shares(long position)and 29,942,898 Shares(short position)were held through physically settled unlisted derivatives;(iv)293,605,866 Shares(long position)and 231,357,167 Shares(short position)were held through cash settle

248、d unlisted derivatives;and(v)79,503,547 Shares(long position)and 14,988,037 Shares(short position)were held through listed derivatives which are convertible instruments.32335.According to the disclosure of interests notice filed by Shiodome Project 17 GK regarding the relevant event dated August 28,

249、2024,(a)2,296 Shares(long position)were held by Shiodome Project 17 GK directly and(b)the remaining interests were held by Shiodome Project 17 GK indirectly through certain of its controlled corporations.Among them,2,195,000,000 Shares(short position)were held through unlisted derivatives which may

250、either be cash settled or physically settled.6.According to the disclosure of interests notice filed by SoftBank Group Corp.regarding the relevant event dated September 26,2024,(a)3,788,048 Shares(long position)were held by SoftBank Group Corp.directly and(b)the remaining interests were held by Soft

251、Bank Group Corp.indirectly through certain of its controlled corporations(including Shiodome Project 17 GK).Among them,2,293,605,600 Shares(short position)were held through physically settled unlisted derivatives.7.According to the disclosure of interests notice filed by The Goldman Sachs Group,Inc.

252、regarding the relevant event dated September 26,2024,the interests were held by The Goldman Sachs Group,Inc.indirectly through certain of its controlled corporations.Among them,(i)338,899,950 Shares(long position)and 327,796,944 Shares(short position)were held through physically settled listed deriv

253、atives,(ii)2,660 Shares(long position)and 1,818,482 Shares(short position)were held through cash settled listed derivatives;(iii)405,516,259 Shares(long position)and 378,234,014(short position)were held through physically settled unlisted derivatives;(iv)13,725,766 Shares(long position)and 87,245,24

254、8 Shares(short position)were held through cash settled unlisted derivatives;(v)22,073,670 Shares(long position)were held through unlisted derivatives which are convertible instruments;and(vi)10,100 Shares(short position)were held through listed derivative which is a warrant instrument.Save as disclo

255、sed above,as of September 30,2024,so far as known to the Company,no person(other than our directors and chief executive officer)had an interest or short position in the Shares or underlying Shares which would fall to be disclosed to us under Divisions 2 and 3 of Part XV of the SFO,or would fall to b

256、e recorded in the register required to be kept by us pursuant to Section 336 of the SFO.3334EQUITY INCENTIVE PLANSBefore the Primary Conversion Effective Date,the 2014 Plan was the equity incentive plan of our Company in effect.The 2024 equity incentive plans were adopted in August 2024 for the purp

257、ose of granting share-based awards to eligible participants after the Primary Conversion.2014 PlanThe 2014 Plan was approved by our shareholders in September 2014.It was amended and restated in February 2020 to reflect the Share Split and other administrative changes,and further amended and restated

258、 in May 2022 to reflect administrative changes.The 2014 Plan provides for the granting of restricted share units,incentive and non-statutory stock options,restricted shares and share appreciation rights to the directors,employees,and consultants of our group,our affiliates and/or certain other compa

259、nies.As of April 1,2024,the number of underlying Shares represented by the share-based awards available for grant under the 2014 Plan was 286,838,192 Shares(equivalent to 35,854,774 ADSs).For a summary of the key terms of the 2014 Plan,please see“Directors,Senior Management and Employees Equity Ince

260、ntive Plan”in our fiscal year 2024 annual report.The 2014 Plan expired on September 18,2024 and no further awards will be granted under the plan.Any shares authorized but unissued under the 2014 Plan will no longer be available for granting.The share-based awards already granted under the 2014 Plan

261、will remain in full force and effect pursuant to the terms and conditions of the 2014 Plan.A total of 93,627,776 Shares(equivalent to 11,703,472 ADSs),representing approximately 0.5%of the weighted average number Shares in issue(excluding treasury shares)of our Company,may be issued in respect of al

262、l share-based awards granted to eligible participants during the Reporting Period.3435Details of movements of RSUs under the 2014 Plan during the Reporting Period are as follows:Number of RSUs(1)Name of granteeDate of grantOutstanding as of April 1,2024Granted during the Reporting PeriodVested durin

263、g the Reporting PeriodLapsed/forfeited during the Reporting PeriodOutstanding as of September 30,2024Number of underlying Shares as of September 30,2024(2)NotesDirectors and chief executive officer of our CompanyJoseph C.TSAIJuly 24,2018 to August 16,20194,667-3,333-1,33410,672Notes 3,12Eddie Yongmi

264、ng WUNovember 25,2023200,000-40,000-160,0001,280,000Notes 4,12J.Michael EVANSJune 15,2020 to May 20,202315,475-5,425-10,05080,400Notes 5,12May 13,2024-160,000-160,0001,280,000Notes 6,7,8,17Maggie Wei WUJuly 24,2018 to May 24,202121,568-8,767-12,801102,408Notes 3,12Jerry YANGAugust 17,2024-4,0004,000

265、-Notes 8,9,10,12,17Wan Ling MARTELLOAugust 17,2024-4,0004,000-Notes 8,9,10,12,17Weijian SHANAugust 17,2024-4,0004,000-Notes 8,9,10,12,17Irene Yun-Lien LEEAugust 17,2024-4,0004,000-Notes 8,9,10,12,17Albert Kong Ping NGAugust 17,2024-4,0004,000-Notes 8,9,10,12,17Kabir MISRAAugust 17,2024-4,0004,000-No

266、tes 8,9,10,12,17Other grantees by categoryEmployee participantsNovember 15,2016 to March 31,202463,806,796-20,920,0293,597,69039,289,077314,312,616Notes 11,13May 13,2024 to August 18,2024-11,369,472570,718326,88110,471,87383,774,984Notes 13,16,17Related entity participants(18)July 24,2018 to June 8,

267、2022397,955-235,99625,266136,6931,093,544Notes 11,14Total64,446,46111,553,47221,808,2683,949,83750,241,828401,934,624Notes:1.The purchase price of all RSUs granted is nil.2.Eight Shares are issuable upon the vesting of each RSU.3.The RSUs vest over a period of 6 years.4.The RSUs vest over a period o

268、f 5 years.5.The RSUs vest over a period of 4 years.6.The RSUs vest over a period of 2 years.7.The closing price of ADSs traded on the NYSE immediately before the date on which RSUs were granted on May 13,2024 and the fair value of RSUs as of the date of grant was US$80.04.8.All the RSUs granted to o

269、ur directors during the Reporting Period were made without any performance targets.9.The RSUs vest immediately with a lock-up period of up to 3 years.10.The closing price of ADSs traded on the NYSE immediately before the date on which RSUs were granted on August 17,2024 and the fair value of RSUs as

270、 of the date of grant was US$83.18.11.The RSUs granted to employee participants and related entity participants vest over a period of up to 10 years.12.For directors and chief executive officer,the weighted average closing price of ADSs traded on the NYSE immediately before the dates on which the RS

271、Us were vested during the Reporting Period was US$80.00.13.For employee participants,the weighted average closing price of ADSs traded on the NYSE immediately before the dates on which the RSUs were vested during the Reporting Period was US$72.62.14.For related entity participants,the weighted avera

272、ge closing price of ADSs traded on the NYSE immediately before the dates on which the RSUs were vested during the Reporting Period was US$72.59.15.No RSUs granted were cancelled during the Reporting Period.353616.The following grants of RSUs were made to employee participants during the Reporting Pe

273、riod.These RSUs vest over 4 to 6 years without any performance target,except that certain RSUs granted to selected participants on May 13,2024 and May 20,2024 are subject to satisfaction of certain performance targets based on the financial or operational indicators of the relevant segments as deter

274、mined by the administrator of the 2014 Plan.Date of grantNumber of RSUs grantedNumber of underlying SharesClosing price of ADS immediately before date of grant(US$)Fair value of each RSU as of date of grant(US$)May 13,2024110,000880,00080.0480.04May 20,202410,213,02381,704,18488.5488.54June 9,202429

275、2,4892,339,91278.4178.41June 30,2024102,060816,48072.0072.00July 28,2024147,3601,178,88076.5376.53August 14,2024180,0001,440,00081.1081.10August 18,2024324,5402,596,32083.1883.1811,369,47290,955,77617.In accordance with the accounting standards and policies adopted for preparing our Companys financi

276、al statements,the fair values of RSUs are determined with reference to the fair values of the underlying Shares.18.A related entity participant is an employee of an associated company in which our Company owns,directly or indirectly,securities or interests representing 20%or more of its voting power

277、.Details of movements of share options under the 2014 Plan during the Reporting Period are as follows:Number of share optionsName of granteeDate of grant Exercise price(US$)Outstanding as of April 1,2024Granted during the Reporting PeriodExercised during the Reporting PeriodLapsed/forfeited during t

278、he Reporting PeriodOutstanding as of September 30,2024Number of underlying Shares as of September 30,2024(1)NotesDirectors and chief executive officer of our CompanyEddie Yongming WUNovember 25,202378.372,000,000-2,000,00016,000,000Note 2J.Michael EVANSJuly 31,201579.962,000,000-2,000,00016,000,000N

279、ote 3May 13,202484.60-150,000-150,0001,200,000Notes 4,5,6Other grantees by categoryEmployee participantsMay 10,2015 to March 12,202223.00 to 182.482,627,667-3,00084,0002,540,66720,325,336Notes 7,8Related entity participants(11)March 12,202223.00 to 26.00207,000-23,00084,000100,000800,000Notes 7,9Tot

280、al6,834,667150,00026,000168,0006,790,66754,325,336Notes:1.Eight Shares are issuable upon the exercise of each share option.2.The share options vest over a period of 5 years and are exercisable within 10 years after date of grant.3.The share options vest over a period of 6 years and are exercisable w

281、ithin 12 years after date of grant.4.The share options vest over a period of 2 years and are exercisable within 8 years after date of grant.5.The closing price of ADSs traded on the NYSE immediately before the date which share options were granted on May 13,2024 was US$80.04.The share options grante

282、d on May 13,2024 were made without any performance targets.6.The fair value of share options granted on May 13,2024 was US$35.93 per option as of the date of grant.In accordance with the accounting standards and policies adopted for preparing our Companys financial statements,our Company reviewed in

283、ternal and external sources of information to assist in the estimation of various attributes to determine the fair values of share options,including the fair value of the underlying Shares,expected life and expected volatility.7.The share options vest over a period of up to 9 years and are exercisab

284、le within up to 12 years after date of grant.8.For employee participants,the weighted average closing price of ADSs traded on the NYSE immediately before the dates on which the share options were exercised during the Reporting Period was US$68.82.9.For related entity participants,the weighted averag

285、e closing price of ADSs traded on the NYSE immediately before the dates on which the share options were exercised during the Reporting Period was US$75.57.10.No share options granted were cancelled during the Reporting Period.11.A related entity participant is an employee of an associated company in

286、 which our Company owns,directly or indirectly,securities or interests representing 20%or more of its voting power.36372024 PlanThe 2024 Plan was approved at our annual general meeting of shareholders held in August 2024.It provides for the granting of restricted share units,incentive and non-statut

287、ory stock options,restricted shares and share appreciation rights,that may be vested or exercised into ordinary shares(including in the form of ADSs).The 2024 Plan is funded by the new issuance of Shares or the transfer of treasury shares,as applicable and determined by us,and is subject to the requ

288、irements under Chapter 17 of the Hong Kong Listing Rules.For a summary of the key terms of the 2024 Plan,please see our proxy statement dated July 5,2024.The maximum number of Shares(including any transfer of treasury shares)which may be awarded under the 2024 Plan is 483,000,000 Shares(equivalent t

289、o 60,375,000 ADSs),representing approximately 2.6%of the number of issued and outstanding Shares of our Company(excluding treasury shares)as of the adoption date.As of both the adoption date of the 2024 Plan and September 30,2024,the number of share-based awards available for grant under the scheme

290、mandate was 483,000,000 Shares(equivalent to 60,375,000 ADSs).Within the 2024 Plan scheme limit,the maximum number of Shares(including any transfer of treasury shares)which may be awarded to service providers is 93,716,368 Shares(equivalent to 11,714,546 ADSs),representing approximately 0.5%of the n

291、umber of issued and outstanding Shares of our Company(excluding treasury shares)as of the adoption date.As of both the adoption date of the 2024 Plan and September 30,2024,the number of share-based awards available for grant under the service provider sub-limit was 93,716,368 Shares(equivalent to 11

292、,714,546 ADSs).During the Reporting Period,no share-based awards were granted,exercised or vested,cancelled or lapsed under the 2024 Plan.2024 Plan(Existing Shares)The 2024 Plan(Existing Shares)was approved by our board in August 2024.It provides for the granting of restricted share units,non-statut

293、ory stock options,restricted shares and share appreciation rights,that may be vested or exercised into ordinary shares(including in the form of ADSs).The 2024 Plan(Existing Shares)is funded by existing Shares,therefore it does not constitute a scheme involving the new issuance of Shares as referred

294、to in Chapter 17 of the Hong Kong Listing Rules but is subject to the applicable disclosure requirements under Rule 17.12 of the Hong Kong Listing Rules.The maximum number of Shares which may be awarded under the 2024 Plan(Existing Shares)is 517,000,000 Shares(equivalent to 64,625,000 ADSs),represen

295、ting approximately 2.8%of the number of issued and outstanding Shares of our Company(excluding treasury shares)as of the adoption date.During the Reporting Period,no share-based awards were granted,exercised or vested,cancelled or lapsed under the 2024 Plan(Existing Shares).3738PURCHASE,SALE OR REDE

296、MPTION OF OUR COMPANYS LISTED SECURITIESDuring the Reporting Period,our Company repurchased a total of 909 million Shares on the Hong Kong Stock Exchange and the NYSE for an aggregate consideration of US$8.7 billion.Details of the Shares repurchased on the Hong Kong Stock Exchange are as follows:Num

297、ber of SharesHighest price paidLowest price paidAggregate consideration paidMonth of repurchaserepurchased(HK$)(HK$)(HK$,in millions)April 202496,690,30075.4065.856,786May 202441,430,00085.8573.453,261June 202468,863,60077.4570.555,018July 202492,633,60077.9569.906,875August 202443,526,10080.5572.85

298、3,354September 2024-Total343,143,60025,294Details of the Shares repurchased on the NYSE are as follows:Number of SharesAggregateunderlying ADSsHighest price paidLowest price paidconsideration paidMonth of repurchaserepurchased(1)(US$)(US$)(US$,in millions)April 2024119,222,7929.618.561,078May 202457

299、,509,91211.309.36580June 2024111,022,00810.008.981,059July 202496,566,97610.129.00920August 2024101,855,90410.729.241,030September 202479,554,61612.1910.04840Total565,732,2085,507Note:1.Each ADS represents eight Shares.Further,our Company repurchased 118,628,800 Shares at the price of US$10.10 per S

300、hare,representing an aggregate consideration of approximately US$1.2 billion,through privately negotiated transaction concurrently with the pricing of the Notes Offering(as defined below)on May 23,2024.Together with the repurchase of Shares on the Hong Kong Stock Exchange and the NYSE,our Company pa

301、id an aggregate consideration of approximately US$9.9 billion during the Reporting Period.As of the date of this Interim Report,other than Shares transferred to a trust prior to the Primary Conversion Effective Date,all the Shares repurchased during the Reporting Period have been cancelled.Save as d

302、isclosed above,neither our Company nor any of its subsidiaries purchased,sold or redeemed any of our Companys securities listed on the Hong Kong Stock Exchange or the NYSE(including sale of treasury shares)during the Reporting Period.As of September 30,2024,our Company did not hold any treasury shar

303、es as defined in the Hong Kong Listing Rules.3839OTHER INFORMATIONCorporate GovernanceCompliance with the Corporate Governance Code We became subject to the Corporate Governance Code upon the voluntary conversion of our secondary listing status to primary listing status on the Main Board of the Hong

304、 Kong Stock Exchange,effective on the Primary Conversion Effective Date.To the knowledge of the Company and our directors,we have complied with all applicable code provisions as set out in Part 2 of the Corporate Governance Code during the period from the Primary Conversion Effective Date to Septemb

305、er 30,2024.Compliance with the Model CodeWe have adopted our own trading guidelines,on terms no less exacting than the required standard set out in the Model Code,to regulate,among others,all dealings by directors and relevant employees of securities in the Company.Having made specific enquiry of al

306、l directors,all directors confirmed that they have complied with our trading guidelines throughout the period from the Primary Conversion Effective Date to September 30,2024.Audit Committee ReviewThe audit committee oversees our accounting and financial reporting processes and the audits of our fina

307、ncial statements.Our audit committee is responsible for,among other things:selecting,and evaluating the qualifications,performance and independence of,the independent auditor;developing and implementing policy to approve auditing and certain non-audit services to be performed by the independent regi

308、stered public accounting firm(s);reviewing the adequacy and effectiveness of our internal control systems and processes;reviewing with the independent auditor any audit problems or difficulties and our response(s);reviewing and approving our related party transactions and connected transactions;moni

309、toring,reviewing and periodically discussing with the board,the senior management and the independent auditors the integrity of our financial statements and annual,half-year and quarterly reports;establishing and reviewing procedures for the receipt,retention and treatment of complaints received by

310、us regarding accounting,internal accounting controls or auditing matters and the confidential,anonymous submission by our employees of concerns regarding questionable accounting,possible improprieties in financial reporting,internal control or auditing matters,or other matters;meeting separately,per

311、iodically,with management,the independent auditor and our internal auditors;andreporting to the full board of directors.3940Our audit committee has reviewed our unaudited condensed consolidated interim financial statements for the six months ended September 30,2024 and this interim report,and has me

312、t with the independent auditor of the Company,PricewaterhouseCoopers.Our audit committee has also discussed the accounting policies and practices adopted by us,as well as internal control and financial reporting matters.Our unaudited condensed consolidated interim financial statements for the six mo

313、nths ended September 30,2024 have been reviewed by the independent auditor of the Company,PricewaterhouseCoopers,in accordance with International Standard on Review Engagements 2410“Review of Interim Financial Information Performed by the Independent Auditor of the Entity”.Interim DividendOur board

314、did not recommend the distribution of an interim dividend for the Reporting Period.Use of Proceeds from the Notes Offering In May 2024,we completed a private offering(the“Notes Offering”)of US$5 billion aggregate principal amount of 0.50%Convertible Senior Notes due 2031(the“Notes”).In connection wi

315、th the Notes Offering,we also entered into capped call transactions(the“Capped Call Transactions”)with certain financial institutions,using US$637.50 million of the net proceeds from the sale of the Notes.The cap price of the Capped Call Transactions is initially US$161.60(subject to certain adjustm

316、ents),which represents a premium of 100%over the last reported sale price of US$80.80 per ADS on the NYSE on May 23,2024,and is subject to adjustments similar to the adjustments on the conversion rate of the Notes.The Notes have been offered to persons reasonably believed to be qualified institution

317、al buyers pursuant to Rule 144A under the U.S.Securities Act and to certain non-U.S.persons in offshore transaction in reliance on Regulation S under the U.S.Securities Act.The Company intended to use the net proceeds from the Notes Offering to(i)repurchase a number of its ADS pursuant to its existi

318、ng share repurchase program,concurrently with the pricing of the Notes Offering in privately negotiated transactions effected through one or more of the initial purchasers or their affiliates,as its agent(the“Concurrent Repurchase”);(ii)fund further share repurchases,from time to time,under the Comp

319、anys existing share repurchase program;and(iii)fund the costs of entering into the Capped Call Transactions.The Notes will mature on June 1,2031,unless earlier redeemed,repurchased or converted in accordance with their terms prior to such date.The Notes will bear interest at a rate of 0.50%per year,

320、payable in arrears on June 1 and December 1,of each year,beginning on December 1,2024.Holders may convert all or any portion of the Notes,in integral multiples of US$1,000 principal amount,at their option at any time prior to the close of business on the third scheduled trading day immediately prece

321、ding the maturity date.Upon conversion,we will pay or deliver,at our election and as the case may be,cash,ADSs,or a combination of cash and ADSs.Holders may elect to receive ordinary shares in lieu of any ADSs deliverable by our Company upon conversion.The initial conversion rate for the Notes is 9.

322、5202 ADSs per US$1,000 principal amount of the Notes,which is equivalent to an initial conversion price of approximately US$105.04 per ADS.The initial conversion price represents a premium of approximately 30%over the last reported sale price of US$80.80 per ADS on the NYSE on May 23,2024.Following

323、certain corporate events,we may,in certain circumstances,increase the conversion rate which initially shall not exceed 12.3762 ADSs per US$1,000 principal amount of the Notes.Subsequently,as a result of the declaration of our dividend in May 2024 and pursuant to the terms and conditions of the Notes

324、,(i)the initial conversion rate of the Notes was adjusted from 9.5202 ADSs per US$1,000 principal amount of the Notes to 9.7271 ADSs per US$1,000 principal amount of the Notes,and(ii)the maximum conversion rate of the Notes(taking into account the make-whole adjustments in the event of 4041certain c

325、orporate events)was adjusted from 12.3762 ADSs per US$1,000 principal amount of the Notes to 12.6452 ADSs per US$1,000 principal amount of the Notes,with effect from June 13,2024.Following the above adjustment,the maximum number of ordinary shares(including in the form of ADS)that we may issue upon

326、full conversion of the Notes(taking into account the make-whole adjustments in the event of certain corporate events)increased from 495,048,000 Shares to 505,808,000 Shares.For further details of the Notes Offering,please see the announcements of our Company dated May 23,2024,May 24,2024,May 30,2024

327、 and August 15,2024.The net proceeds raised from the Notes Offering were used according to the intentions as disclosed in the announcement of our Company dated May 23,2024.As of September 30,2024,there were no unutilized proceeds.A summary of the utilization of the net proceeds from the Notes Offeri

328、ng as of September 30,2024 is as follows:PurposePercentage to total amountNet proceeds from the Notes Offering Amount of netproceeds utilizedduring the Reporting Period Actual use ofproceeds up toSeptember 30,2024 (US$in millions)(US$in millions)(US$in millions)Concurrent Repurchases 24.3%1,1981,198

329、1,198Fund further share repurchases62.8%3,0943,094 3,094Fund the costs of entering into the Capped Call Transactions12.9%638638638Total100%4,9304,9304,930 4142DEFINITIONS Conventions that apply to this Interim Report Unless the context otherwise requires,references in this interim report to:“2014 Pl

330、an”is to the 2014 Post-IPO Equity Incentive Plan,which we adopted on September 2,2014 and amended and restated on February 12,2020 and May 25,2022;“2024 equity incentive plans”are to the 2024 Plan and 2024 Plan(Existing Shares);“2024 Plan”is to the 2024 Equity Incentive Plan,which we adopted on Augu

331、st 22,2024;“2024 Plan(Existing Shares)”is to the 2024 Equity Incentive Plan(Existing Shares),which we adopted on August 26,2024;“ADS(s)”are to the American depositary share(s),each of which represents eight Shares;“Alibaba,”“Alibaba Group,”“the Group,”“Company,”“our company,”“we,”“our”or“us”are to A

332、libaba Group Holding Limited,a company incorporated in the Cayman Islands with limited liability on June 28,1999 and,where the context requires,its consolidated subsidiaries and its affiliated consolidated entities,including its variable interest entities and their subsidiaries,from time to time;“Ar

333、ticles”or“Articles of Association”is to our Amended and Restated Articles of Association(as amended and restated from time to time),adopted on September 30,2020 and amended on August 22,2024;“board”or“board of directors”is to our board of directors,unless otherwise stated;“Corporate Governance Code”is to the Corporate Governance Code set out in Appendix C1 to the Hong Kong Listing Rules;“director(