阿里巴巴就2024股权激励计划向SEC额外注册1亿股普通股，属例行S-8登记而非公开发售

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “Hong Kong
Stock Exchange”) take no responsibility for the contents of this announcement, make no representation as to its
accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in
reliance upon the whole or any part of the contents of this announcement.
We have one class of shares, and each holder of our shares is entitled to one vote per share. As the Alibaba
Partnership’s director nomination rights are categorized as a weighted voting rights structure (the “WVR structure”)
under the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange (the “Hong Kong Listing
Rules”), we are deemed as a company with a WVR structure. Shareholders and prospective investors should be
aware of the potential risks of investing in a company with a WVR structure. Our American depositary shares, each
representing eight of our shares, are listed on the New York Stock Exchange in the United States under the symbol
BABA.

Alibaba Group Holding Limited
阿里巴巴集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9988 (HKD Counter) and 89988 (RMB Counter))

OVERSEAS REGULATORY ANNOUNCEMENT
We are making this announcement pursuant to Rule 13.10B of the Hong Kong Listing Rules.
We filed a Form S-8 with the Securities and Exchange Commission of the United States, a
registration statement pursuant to Rule 416(a) of the U.S. Securities Act of 1933 in relation to the
registration of an additional 100,000,000 ordinary shares, par value US$0.000003125 per share,
issuable under our 2024 Equity Incentive Plan and 2024 Equity Incentive Plan (Existing Shares).
For details of our filing, please refer to the attached Form S-8.
By order of the Board
Alibaba Group Holding Limited
Kevin Jinwei ZHANG
Secretary
Hong Kong, October 14, 2026
As at the date of this announcement, our board of directors comprises Mr. Joseph C. TSAI as
the chairman, Mr. Eddie Yongming WU, Mr. J. Michael EVANS and Ms. Maggie Wei WU as
directors, and Mr. Jerry YANG, Ms. Wan Ling MARTELLO, Mr. Weijian SHAN,
Ms. Irene Yun-Lien LEE, Mr. Albert Kong Ping NG and Mr. Kabir MISRA as independent
directors.

As Filed with the Securities and Exchange Commission on October 13, 2026
Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Alibaba Group Holding Limited
(Exact name of registrant as specified in its charter)

Cayman Islands
(State or other jurisdiction of
incorporation or organization)

Not Applicable
(I.R.S. Employer
Identification No.)

26/F Tower One, Times Square
1 Matheson Street
Causeway Bay
Hong Kong
+852-2215-5100
(Address of registrant’s principal executive offices)
2024 Equity Incentive Plan
2024 Equity Incentive Plan (Existing Shares)
(Full title of the plan)
Corporation Service Company
19 West 44th Street, Suite 200
New York, New York 10036
(800) 927-9800
(Name, address and telephone number of agent for service)
Copies to:
Toby Hong Xu, Chief Financial Officer
Alibaba Group Holding Limited
26/F Tower One, Times Square
1 Matheson Street, Causeway Bay
Hong Kong
+852-2215-5100

Yi Gao, Esq.
Simpson Thacher & Bartlett LLP
c/o 35th Floor, ICBC Tower
3 Garden Road Central
Hong Kong
+852-2514-7600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
Large accelerated filer

x

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

¨

Emerging growth company

¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 100,000,000 ordinary shares, par value US$0.000003125
per share, of the Registrant, comprising 72,000,000 ordinary shares that are issuable under the Registrant’s 2024 Equity Incentive Plan and 28,000,000
ordinary shares that are issuable under the Registrant’s 2024 Equity Incentive Plan (Existing Shares). These 100,000,000 ordinary shares are additional
securities of the same class as other securities for which original registration statements (File No. 333-287378 and File No. 333-291176) on Form S-8 were
respectively filed with the Securities and Exchange Commission (the “Commission”) on May 19, 2025 and October 31, 2025. Pursuant to General Instruction
E to Form S-8, the contents of such earlier registration statements are incorporated by reference into this Registration Statement, except as otherwise set forth
herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the Commission are incorporated by reference herein:
a.

The Registrant’s annual report on Form 20-F filed with the Commission on May 20, 2026, which includes audited financial statements for the fiscal
year ended March 31, 2026; and

b.

The description of the Registrant’s Ordinary Shares contained in its Registration Statement on Form 8-A (Registration No. 001-36614) filed with the
Commission on September 8, 2014 pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which
incorporates by reference the description of the Registrant’s Ordinary Shares set forth in the Registrant’s Registration Statement on Form F-1
(Registration No. 333-195736), as amended, originally filed with the Commission on May 6, 2014, including any amendments or reports filed for
the purpose of updating such description.

All documents filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of
a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 8. Exhibits
The Exhibits listed on the accompanying Exhibit Index are filed as a part of, or incorporated by reference into, this Registration Statement. (See
Exhibit Index below).
2

SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong,
on October 13, 2026.
Alibaba Group Holding Limited
/s/ Kevin Jinwei ZHANG
By:
Name: Kevin Jinwei ZHANG
Title: Company Secretary
3

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Eddie Yongming Wu,
Joseph C. Tsai, Toby Hong Xu and Sara Siying Yu, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of
substitution and re-substitution, for and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including posteffective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities
indicated and on October 13, 2026.
Signature

Capacity

/s/ Eddie Yongming WU
Eddie Yongming WU

Director and Chief Executive Officer
(Principal Executive Officer)

/s/ Joseph C. TSAI
Joseph C. TSAI

Chairman

/s/ J. Michael EVANS
J. Michael EVANS

Director and President

/s/ Maggie Wei WU
Maggie Wei WU

Director

/s/ Jerry YANG
Jerry YANG

Independent Director

/s/ Wan Ling MARTELLO
Wan Ling MARTELLO

Independent Director

/s/ Irene Yun-Lien LEE
Irene Yun-Lien LEE

Independent Director

/s/ Albert Kong Ping NG
Albert Kong Ping NG

Independent Director

/s/ Kabir MISRA
Kabir MISRA

Independent Director

/s/ Toby Hong XU
Toby Hong XU

Chief Financial Officer
(Principal Financial and Accounting Officer)
4

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Alibaba Group Holding
Limited has signed this registration statement or amendment thereto in the city of Newark, State of Delaware, on October 13, 2026.
PUGLISI & ASSOCIATES
/s/ Donald J. Puglisi
By:
Name: Donald J. Puglisi
Title: Managing Director
5

EXHIBIT INDEX
EXHIBIT
NUMBER

DESCRIPTION

4.1

Amended and Restated Memorandum and Articles of Association of the Registrant as currently in effect (incorporated by reference to
Exhibit 3.1 to the current report on Form 6-K (File No. 001-36614) furnished to the Securities and Exchange Commission on
August 22, 2024)

5.1*

Opinion of Maples and Calder (Hong Kong) LLP

10.1

2024 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Registration Statement on Form S-8 (Registration
No. 333-283290), filed with the Securities and Exchange Commission on November 18, 2024)

10.2

2024 Equity Incentive Plan (Existing Shares) (incorporated herein by reference to Exhibit 10.2 to the Registration Statement on
Form S-8 (Registration No. 333-287378), filed with the Securities and Exchange Commission on May 19, 2025)

23.1*

Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1)

23.2*

Consent of PricewaterhouseCoopers Zhong Tian LLP — Independent Registered Public Accounting Firm

24.1*

Powers of Attorney (included on the signature page in Part II of this Registration Statement)

107*

Filing Fee Table

*Filed herewith
6

Exhibit 5.1
Our ref

KKZ/604743-000001/87623228v1

Alibaba Group Holding Limited
26/F Tower One, Times Square
1 Matheson Street
Causeway Bay
Hong Kong
13 October 2026
Dear Sir or Madam
Alibaba Group Holding Limited (the “Company”)
We have acted as Cayman Islands legal counsel to the Company in connection with a registration statement on Form S-8 to be filed with the Securities and
Exchange Commission (the “Commission”) on 13 October 2026 (the “Registration Statement”) relating to the registration under the United States
Securities Act of 1933, as amended, (the “Securities Act”) of 100,000,000 ordinary shares, par value US$0.000003125 per share (the “Shares”), issuable by
the Company pursuant to the Company’s 2024 Equity Incentive Plan, as amended from time to time (the “2024 Plan”) and the Company’s 2024 Equity
Incentive Plan (Existing Shares), as amended from time to time (the “2024 Plan (Existing Shares)” and together with the 2024 Plan, the “Plans”).
For the purpose of giving this opinion, we have examined copies of the Registration Statement and the Plans. We have also reviewed copies of the amended
and restated memorandum and articles of association of the Company adopted by special resolution passed on 22 August 2024 (the “Memorandum and
Articles”), a certified extract of the resolutions passed at a meeting of the board of the directors of the Company on 13 May 2024 (the “2024 Plan
Resolutions”), and a certified extract of resolutions in writing of the board of directors of the Company dated 26 August 2024 (the “2024 Plan (Existing
Shares) Resolutions” and together with the 2024 Plan Resolutions, the “Resolutions”).
Based upon, and subject to, the assumptions and qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of
the opinion that:
1.

The Shares issued or to be issued by the Company and registered under the Registration Statement have been duly and validly authorised.

2.

When issued and paid for in accordance with the terms of the Plans and in accordance with the Resolutions, and appropriate entries are made in the
register of members (shareholders) of the Company, the Shares will be validly issued, fully paid and non-assessable.

In this opinion letter, the phrase “non-assessable” means, with respect to the issuance of Shares, that a shareholder shall not, in respect of the relevant Shares,
have any obligation to make further contributions to the Company’s assets (except in exceptional circumstances, such as involving fraud, the establishment of
an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

These opinions are subject to the qualification that under the Companies Act (As Revised) of the Cayman Islands, the register of members of a Cayman
Islands company is by statute regarded as prima facie evidence of any matters which the Companies Act (As Revised) directs or authorises to be inserted
therein. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for
example, in the event of fraud or manifest error).
These opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These
opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. We express no opinion as to the meaning, validity
or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations.
We have also relied upon the assumptions, which we have not independently verified, that (a) all signatures, initials and seals are genuine, (b) copies of
documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, (c) where a
document has been provided to us in draft or undated form, it will be duly executed, dated and unconditionally delivered in the same form as the last version
provided to us, (d) the Memorandum and Articles remain in full force and effect and are unamended, (e) the Resolutions were duly passed in the manner
prescribed in the memorandum and articles of association of the Company effective at the relevant time (including, without limitation, with respect to the
disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect, (f) there is nothing under any law
(other than the laws of the Cayman Islands) which would or might affect the opinions set out above, (g) there is nothing contained in the minute book or
corporate records of the Company (which we have not inspected) which would or might affect the opinions set out above, and (h) upon the issue of any
Shares, the consideration received by the Company shall be not less than the par value of such Shares.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and
any amendments thereto. In giving such consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities Act, or
the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or
otherwise.
Yours faithfully
/s/ Maples and Calder (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP
2

Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Alibaba Group Holding Limited of our report dated
May 20, 2026 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Alibaba Group Holding
Limited’s Annual Report on Form 20-F for the year ended March 31, 2026.
/s/ PricewaterhouseCoopers Zhong Tian LLP
PricewaterhouseCoopers Zhong Tian LLP
Shanghai, the People’s Republic of China
October 13, 2026

Calculation of Filing Fee Tables
S-8
Alibaba Group Holding Ltd
Table 1: Newly Registered Securities
Proposed
Fee
Maximum
Maximum
Amount of
Security Security Class
Amount
Calculation
Offering
Aggregate
Fee Rate Registration
Type
Title
Registered
Rule
Price Per Offering Price
Fee
Unit
Ordinary Shares,
par value
$
1 Equity
Other
100,000,000
$ 13.36
0.000087 $ 116,232.00
US$0.000003125
1,336,000,000.00
per share
Total Offering Amounts:
$
$ 116,232.00
1,336,000,000.00
Total Fee Offsets:
$ 0.00
Net Fee Due:
$ 116,232.00
Offering Note
1

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), the
Registration Statement to which this exhibit 107 is a part includes an indeterminate number of
additional ordinary shares, par value US$0.000003125 per share (the "Ordinary Shares") of Alibaba
Group Holding Limited (the "Registrant"), which may be offered and issued under the Registrant's 2024
Equity Incentive Plan (the "2024 Plan") and 2024 Equity Incentive Plan (Existing Shares) (the "2024
Plan (Existing Shares)") to prevent dilution from stock splits, stock dividends or similar transactions.
These Ordinary Shares may be represented by the Registrant's American depositary shares ("ADSs"),
each of which represents eight Ordinary Shares. ADSs issuable upon deposit of the securities
registered hereby have been registered under separate registration statements on Form F-6
(Registration No. 333-198401, Registration No. 333-231579 and Registration No. 333-262511).
Represents 72,000,000 Ordinary Shares reserved for issuance under the 2024 Plan and 28,000,000
Ordinary Shares reserved for distribution under the 2024 Plan (Existing Shares).
Estimated in accordance with Rules 457(c) and (h) solely for the purpose of calculating the registration
fee based on the average of the high and low prices of the Registrant's ADSs as reported on the New
York Stock Exchange on October 7, 2026 divided by eight, the then Ordinary Share-to-ADS ratio.

Table 2: Fee Offset Claims and Sources

Fee
Offset
Claims

☑Not Applicable

Unsold
Security
Security
Unsold Aggregate Fee
Form
Type
Title
Securities Offering
Paid
Registrant
Initial
Fee
or
File
Filing
Associated Associated Associated Amount
with
or Filer
Filing
Offset
Filing Number
Date
with Fee
with Fee
with Fee Associated Fee
Name
Date
Claimed
Type
Offset
Offset
Offset
with Fee Offset
Claimed
Claimed
Claimed
Offset Source
Claimed
Rule 457(p)

Fee
Offset
Sources