Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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 document.

This document is the Form of Acceptance referred to in the scheme document addressed to the Scheme Shareholders and the Share Incentive Holders dated April 24, 2012 (the "Scheme Document") for use by the Share Incentive Holders to declare their choice in respect of the Share Incentives Offer. You should read it in conjunction with the Scheme Document and the Share Incentives Offer Letter sent jointly from Rothschild, Credit Suisse and Deutsche Bank dated April 24, 2012 on behalf of the Offeror in relation to the Share Incentives Offer.

If you fail to sign and return this Form of Acceptance in accordance with the instructions set out in this Form of Acceptance, you will be treated as if you had returned a duly executed Form of Acceptance with the "Accept" box ticked in respect of all Share Incentives held by you on the Share Incentives Record Date.

Terms defined in the Scheme Document have the same meanings in this Form of Acceptance.

ALIBABA GROUP HOLDING LIMITED

(Incorporated in the Cayman Islands with limited liability)

ALIBABA.COM LIMITED