Proxy Agreement Schedule

Exhibit 10.12

The material differences in the proxy agreements by and among the VIE Shareholders, the VIEs and the WFOEs in connection with our material contractual arrangements are set forth below. A copy of the English translation of proxy agreement entered into by and among ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇, Taobao (China) Software Co., Ltd. and Zhejiang Taobao Network Co., Ltd. is filed as Annex A to the Exhibit 10.12.

proxy agreement entered into by ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇, Taobao (China) Software Co., Ltd. and Zhejiang Taobao Network Co., Ltd. on January 21, 2009; the agreement has a term of 8 years, subject to automatic renewal;

proxy agreement entered into by ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇, Zhejiang Tmall Technology Co., Ltd. and Zhejiang Tmall Network Co., Ltd. on March 30, 2011; the agreement has a term of 20 years, subject to automatic renewal;

proxy agreement entered into by ▇▇▇▇ ▇▇, Simon Xi, Alibaba (China) Technology Co., Ltd. and Hangzhou Alibaba Advertising Co., Ltd. on October 12, 2007; the agreement becomes effective on July 1, 2007 and has a term of 20 years, subject to automatic renewal;

proxy agreement entered into by ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇, Hangzhou Alimama Technology Co., Ltd. and Hangzhou Ali Technology Co., Ltd. on September 1, 2008; the agreement has a term of 20 years, subject to automatic renewal;

proxy agreement entered into by ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇, Alisoft (Shanghai) Co., Ltd. and Alibaba Cloud Computing Ltd. on August 29, 2012; the agreement has a term of 20 years, subject to automatic renewal.

Annex A

TAOBAO (CHINA) SOFTWARE CO., LTD.

ZHEJIANG TAOBAO NETWORK CO., LTD.

▇▇▇▇ ▇▇

AND

▇▇▇▇▇ ▇▇▇

SHAREHOLDERS’ VOTING RIGHTS PROXY AGREEMENT

FOR

ZHEJIANG TAOBAO NETWORK CO., LTD.

DATED JANUARY 21, 2009

SHAREHOLDERS’ VOTING RIGHTS PROXY AGREEMENT

THIS AGREEMENT is made on January 21, 2009 in Hangzhou:

BETWEEN:

(1)	Taobao (China) Software Co., Ltd. (“WFOE”)

Registered Address: 2/F, Podium Building, Xihu International Technology Building, 391 Wen’er Road, Hangzhou

Legal Representative: ▇▇▇▇ ▇▇

(2)	Zhejiang Taobao Network Co., Ltd. (“Company”)

Registered Address: 2/F East, Podium Building, Xihu International Technology Building, 391 Wen’er Road, Hangzhou

Legal Representative: ▇▇▇▇ ▇▇

(3)	▇▇▇▇ ▇▇

Domicile:

ID Number: 330106640910009;

and

(4)	▇▇▇▇▇ ▇▇▇

Domicile:

ID Number: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇;

(▇▇▇▇ ▇▇ and ▇▇▇▇▇ ▇▇▇, each a “Shareholder”, collectively the “Shareholders”)

WHEREAS:

(A)

In accordance with the equity transfer agreement regarding the Company dated January 21, 2009 by and between ▇▇▇▇▇ ▇▇▇ and SUN Tongyu (“Equity Transfer Agreement”), the Shareholders shall lawfully own 100% of the equity interests in the Company after the completion of such equity transfer under the Equity Transfer Agreement.

(B)	The Shareholders intend to respectively entrust the individual designated by WFOE with the exercise of their voting rights in the Company, and WFOE intends to designate the individual to accept such entrustment.

NOW, THEREFORE, upon friendly discussions, the Parties agree as follows:

1.	Voting Rights Entrustment

1.1.

The Shareholders hereby irrevocably undertake to respectively execute a proxy letter in the form and substance of Schedule 1 hereto upon execution of this Agreement whereby they shall each authorize the individual then designated by WFOE (“Proxy”) to exercise, on their behalf, the following rights available to them in their capacity as shareholders of the Company under the then effective articles of association of the Company (collectively, “Proxy Rights”):

(i)

to propose the convening of, and attend, shareholders’ meetings in accordance with the articles of association of the Company as the proxy of the Shareholders;

(ii)

to exercise voting rights on behalf of the Shareholders on all matters required to be deliberated and resolved by the shareholders’ meeting, including without limitation the appointment and election of the directors and other officers to be appointed and removed by the Shareholders;

(iii)

to exercise other shareholders’ voting rights under the articles of association of the Company (inclusive of any other shareholders’ voting rights arising after an amendment to such articles of association).

The foregoing authorization and entrustment is conditional upon the Proxy being a PRC citizen and WFOE consenting to such authorization and entrustment. The Shareholders shall not revoke the authorization and entrustment accorded to the Proxy other than in the case where WFOE gives the Shareholders a written notice requesting the replacement of the Proxy, in which event the Shareholders shall immediately appoint such other PRC citizen as designated by WFOE to exercise the foregoing Proxy Rights and such new authorization and entrustment shall supersede, immediately upon its grant, the original authorization and entrustment.

1.2.	The Proxy shall, acting with care and diligence, lawfully fulfill the entrusted duties within the scope of authorization hereunder; the Shareholders acknowledge, and assume liability for, any legal consequences arising out of the exercise by the Proxy of the foregoing Proxy Rights.

1.3.

The Shareholders hereby acknowledge that the Proxy will not be required to solicit the opinions of the Shareholders when exercising the foregoing Proxy Rights, provided that the Proxy shall promptly inform the Shareholders (on an ex-post basis) of all resolutions adopted or any proposal for an extraordinary shareholders’ meeting.

2.	Right to Information

2.1.

For the purposes of the exercise of the Proxy Rights hereunder, the Proxy shall have the right to be informed of the operations, business, customers, finances, employees and other matters of the Company and to access relevant documents of the Company; the Company shall provide full cooperation with respect thereto.

3.	Exercise of Proxy Rights

3.1.

The Shareholders shall provide full assistance with respect to the exercise by the Proxy of the Proxy Rights, including, where necessary (e.g., in order to meet the document submission requirements in connection with governmental authority approval, registration and filing), executing the shareholders’ meeting resolutions adopted by the Proxy or other relevant legal documents.

3.2.

If at any time during the term hereof, the grant or exercise of the Proxy Rights hereunder cannot be realized for any reason (other than a breach by the Shareholders or the Company), the Parties shall immediately seek an alternative scheme closest possible to the unrealizable provisions and shall, to the extent necessary, enter into a supplementary agreement to amend or modify the terms hereof so that the purpose of this Agreement may continue to be achieved.

4.	Release of Liability and Compensation

4.1.	The Parties acknowledge that in no event shall WFOE or the Proxy be required to bear any liability or provide any economic or other compensation to the other Parties or to any third party in connection with the exercise of the Proxy Rights hereunder by the individual(s) designated by WFOE.

4.2.

The Shareholders and the Company agree to indemnify and hold harmless WFOE or the Proxy against any and all losses suffered or likely to be suffered by WFOE or the Proxy as a result of the exercise by its designated Proxy of the Proxy Rights, including without limitation any losses arising out of any suit, recourse, arbitration or claims brought by any third party against it or any administrative investigation or sanction by any governmental authorities, but exclusive of any losses arising out of any willful misconduct or gross negligence of the Proxy.

5.	Representations and Warranties

5.1.	The Shareholders hereby severally represent and warrant that:

5.1.1.

They are PRC citizens with full capacity to act, have full and independent legal status and capacity to execute, deliver and perform this Agreement and may ▇▇▇ or be sued as an independent party.

5.1.2.

They each have full power and authority to execute, deliver and perform this Agreement and all other documents to be executed by them in connection with the transactions contemplated hereunder as well as full power and authority to consummate the transactions contemplated hereunder. This Agreement will be lawfully and duly executed and delivered by the Shareholders and will constitute their legal and binding obligations enforceable against them in accordance with its terms.

5.1.3.

The Shareholders are the legal owners of record of the Company as of the time of effectiveness of this Agreement; other than the rights created under this Agreement and the Equity Pledge Agreement and the Exclusive Call Option Agreement by and among the Shareholders, the Company and WFOE, the Proxy Rights are free from any third party rights. In accordance with this Agreement, the Proxy may fully and completely exercise the Proxy Rights under the then effective articles of association of the Company.

5.2.	WFOE and the Company hereby severally represent and warrant that:

5.2.1.

They are each a limited liability company duly registered and lawfully existing under the laws of the place of incorporation with independent legal personality, have full and independent legal status and capacity to execute, deliver and perform this Agreement and may ▇▇▇ or be sued as an independent party;

5.2.2.

They each have full internal corporate power and authority to execute and deliver this Agreement and all other documents to be executed by them in connection with the transactions contemplated hereunder as well as full power and authority to consummate the transactions contemplated hereunder.

5.3.	The Company further represents and warrants that:

5.3.1.

6.	Term of Agreement

6.1.

This Agreement shall be formed as from the date it is duly executed by the Parties hereto and become effective as from the date the equity transfer becomes effective under the Equity Transfer Agreement. Subject to Sections 6.2 hereof, unless terminated early by the Parties by written agreement or in accordance with Section 9.1 hereof, this Agreement shall remain valid for a period of eight (8) years from the effective date. Upon expiry of the term, unless WFOE has by a thirty (30) days’ notice notified the other Parties not to renew, this Agreement shall be automatically renewed for one (1) year and will continue to be so renewed in the absence of such negative notice.

6.2.	If either the Company or WFOE fails to complete relevant approval and registration procedures to extend its business term upon expiry thereof, this Agreement shall terminate.

6.3.	If either of the Shareholders assigns, with prior consent of WFOE, all of its equity interests in the Company, such Shareholder shall cease to be a Party hereto but the obligations and covenants of the other Parties hereunder shall not be affected thereby.

7.	Notice

7.1.	Any notice, request, demand and other correspondences required by or made pursuant to this Agreement shall be made in writing and delivered to the relevant Parties.

7.2.	Such notice or other correspondences shall be deemed delivered when it is transmitted if transmitted by fax or telex; or upon delivery if delivered in person; or five (5) days after posting if delivered by mail.

8.	Confidentiality Obligations

8.1.

Irrespective of whether this Agreement has been terminated, each of the Parties shall maintain in strict confidence the business secrets, proprietary information, customer information and any other information of a confidential nature of the other Parties coming into its knowledge during the entry into and performance of this Agreement (“Confidential Information”). Except where prior written consent has been obtained from the Party disclosing the Confidential Information or where disclosure to a third party is mandated by relevant laws or regulations or by the rules of the place of listing of a Party or its affiliate, the Party receiving the Confidential Information shall not disclose any Confidential Information to any third party; the Party receiving the Confidential Information shall not use, either directly or indirectly, any Confidential Information other than for the purpose of performing this Agreement.

8.2.	The following information shall not constitute the Confidential Information:

(a) any information which, as shown by written evidence, has previously been known to the receiving Party by way of legal means; or

(b) any information which enters the public domain other than as a result of a fault of the receiving Party; or

(c) any information lawfully acquired by the receiving Party from another source subsequent to the receipt of relevant information.

8.3.

A receiving Party may disclose the Confidential Information to its relevant employees, agents or its appointed professionals, provided that such receiving Party shall ensure that such persons shall comply with relevant terms and conditions of this Agreement and that it shall assume any liability arising out of any breach by such persons of relevant terms and conditions of this Agreement.

8.4.	Notwithstanding any other provisions of this Agreement, the validity of this Section 8 shall not be affected by any termination of this Agreement.

9.	Liability for Default

9.1.

The Parties agree and acknowledge that if any Party (“Defaulting Party”) substantially breaches any provision hereunder, or substantially fails to perform or substantially delays in performing any obligations hereunder, such breach, failure or delay shall constitute a default hereunder (“Default”) and that in such event, any of the non-defaulting Parties (“Non-Defaulting Party”) shall have the right to demand the Defaulting Party to cure such Default or take remedial measures within a reasonable time. If the Defaulting Party fails to cure such Default or take remedial measures within such reasonable time or within ten (10) days after the Non-Defaulting Party notifies the Defaulting Party in writing and requests it to cure such Default, then:

9.1.1.

If either of the Shareholders or the Company is the Defaulting Party, WFOE shall be entitled to terminate this Agreement and demand the Defaulting Party to indemnify for damage;

9.1.2.

If WFOE is the Defaulting Party, the Non-Defaulting Party shall be entitled to demand the Defaulting Party to indemnify for damage, provided that unless otherwise stipulated by law, the Non-Defaulting Party shall in no event be entitled to terminate or revoke this Agreement.

9.2.	Notwithstanding any other provisions hereof, the validity of this Section 9 shall not be affected by any suspension or termination of this Agreement.

10.

Miscellaneous

10.1.

This Agreement is made in Chinese in four (4) originals, with each Party holding one (1) copy.

10.2.

The entry into, effectiveness, performance, modification, interpretation and termination of this Agreement shall be governed by PRC laws.

10.3.

Any dispute arising out of or in connection with this Agreement shall be settled by the Parties through consultations and shall, in the absence of an agreement being reached by the Parties within thirty (30) days of its occurrence, be brought before the competent people’s court of Hangzhou City for adjudication.

10.4.

No right, power or remedy empowered to any Party by any provision of this Agreement shall preclude any other right, power or remedy enjoyed by such Party in accordance with law or any other provisions hereof and no exercise by a Party of any of its rights, powers and remedies shall preclude its exercise of its other rights, powers and remedies.

10.5.

No failure or delay by a Party in exercising any right, power or remedy under this Agreement or laws (“Party’s Rights”) shall result in a waiver of such rights; and no single or partial waiver by a Party of the Party’s Rights shall preclude such Party from exercising such rights in any other way or exercising the remaining part of the Party’s Rights.

10.6.

The section headings herein are inserted for convenience of reference only and shall in no event be used in or affect the interpretation of the provisions hereof.

10.7.

Each provision contained herein shall be severable and independent of any other provisions hereof, and if at any time any one or more provisions hereof become invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not be affected thereby.

10.8.

Any amendments or supplements to this Agreement shall be made in writing and shall take effect only when properly signed by the Parties hereto.

10.9.

Without prior written consent of the other Parties, any Party shall not assign any of its rights and/or obligations hereunder to any third party.

10.10.

This Agreement shall be binding upon the legal assignees or successors of the Parties.

[EXECUTION PAGE FOLLOWS]

[EXECUTION PAGE]

IN WITNESS WHEREOF, the Parties have caused this Shareholders’ Voting Rights Proxy Agreement to be executed at the place and as of the date first above written.

Taobao (China) Software Co., Ltd.

(Company Chop)

Zhejiang Taobao Network Co., Ltd.

(Company Chop)

▇▇▇▇ ▇▇

Signature by: /s/ ▇▇▇▇ ▇▇

▇▇▇▇▇ ▇▇▇

Signature by: /s/ ▇▇▇▇▇ ▇▇▇

SCHEDULE 1

PROXY LETTER

THIS PROXY LETTER (this “Letter”), executed by ▇▇▇▇ ▇▇ (ID No.: 330106640910009) as of January 21, 2009, is being issued in favor of [ ] (ID No.: [ ]) (“Proxy”).

I, ▇▇▇▇ ▇▇, hereby grant to the Proxy a general proxy authorizing the Proxy to exercise, as my proxy and on my behalf, the following rights enjoyed by myself in my capacity as a shareholder of Zhejiang Taobao Network Co., Ltd. (“Company”):

(i)

to propose the convening of, and attend, shareholders’ meetings as my proxy in accordance with the articles of association of the Company;

(ii)

to exercise, as my proxy, voting rights on all matters required to be deliberated and resolved by the shareholders’ meeting, including without limitation the appointment and election of the directors and other officers to be appointed or removed by the shareholders’ meeting;

(iii)

to exercise, as my proxy, other shareholders’ voting rights under the articles of association of the Company (inclusive of any other shareholders’ voting rights arising after an amendment to such articles of association).

I hereby irrevocably confirm that unless Taobao (China) Software Co., Ltd. (“WFOE”) has issued an instruction requesting the replacement of the Proxy, this Letter shall remain valid until the expiry or early termination of the Shareholders’ Voting Rights Proxy Agreement, dated January 21, 2009, between WFOE, the Company and the shareholders of the Company.

This Letter is hereby issued.


Name: ▇▇▇▇ ▇▇

By: /s/ ▇▇▇▇ ▇▇

Date: January 21, 2009

PROXY LETTER

THIS PROXY LETTER (this “Letter”), executed by ▇▇▇▇▇ ▇▇▇ (ID No.: 330325197007164633) as of January 21, 2009, is being issued in favor of [ ] (ID No.: [ ]) (“Proxy”).

I, ▇▇▇▇▇ ▇▇▇, hereby grant to the Proxy a general proxy authorizing the Proxy to exercise, as my proxy and on my behalf, the following rights enjoyed by myself in my capacity as a shareholder of Zhejiang Taobao Network Co., Ltd. (“Company”):

(i)

to propose the convening of, and attend, shareholders’ meetings as my proxy in accordance with the articles of association of the Company;

(ii)

(iii)

This Letter is hereby issued.

Name: ▇▇▇▇▇ ▇▇▇

By: /s/ ▇▇▇▇▇ ▇▇▇

Date: January 21, 2009

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