Directors' Report - Alibaba

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DIRECTORS’ REPORT SHARE-BASED INCENTIVE SCHEMES 1. Restricted share unit scheme We adopted a restricted share unit scheme (“RSU Scheme”) by a resolution of our then sole shareholder and a resolution of our board, both on October 12, 2007. The RSU Scheme was amended by a resolution of our shareholders at our annual general meeting held on May 5, 2008 and was further amended by a resolution of our shareholders at our extraordinary general meeting held on December 10, 2010. The purpose of the RSU Scheme is to attract and retain the best available personnel by providing additional incentives to employees, consultants or advisors to our Group, third party suppliers or providers of goods and/or services to any member of our Group, customers of the Group, any third party that promotes the sales and marketing of the goods or services of, or provides any promotional support to, our Group, or any other third party group or class of persons or entities from time to time determined by our directors as having contributed or may contribute by way of joint venture or co-operation to the development and growth of our Group. The RSU Scheme is not subject to the provisions of Chapter 17 of the Listing Rules. Pursuant to the listing approval issued by the Stock Exchange on November 5, 2007, the total number of Shares subject to both the Share Option Scheme (as defined below) and the RSU Scheme must not, in aggregate, exceed 135,100,000 Shares, representing approximately 2.67% of the then issued share capital of our Company upon listing. Pursuant to the resolution passed by shareholders at our annual general meeting on May 14, 2010, the total number of Shares still available under the RSU Scheme must not, in aggregate, exceed 37,915,551 Shares, representing approximately 0.75% of the issued share capital of our Company as of the date of the said 2010 annual general meeting. Pursuant to the resolutions passed by our shareholders at the extraordinary general meeting on December 10, 2010, the combined limit of the RSU Scheme and the Share Option Scheme was refreshed to 156,000,000 Shares and a new mandate for the RSU Scheme, which would remain in effect until our annual general meeting in 2011, of not exceeding 156,000,000 Shares was approved by our shareholders. As of December 31, 2010, no Shares were issuable pursuant to the refreshed scheme limit in respect of the restricted share units (“RSUs”) granted under the RSU Scheme. Accordingly, as of December 31, 2010, the total number of Shares available for grant under the RSU Scheme (given that no options were granted under the Share Option Scheme, either) was 156,000,000, representing approximately 3.09% of the issued share capital of our Company as of December 31, 2010 and approximately 3.09% the issued share capital of our Company as of the date of this Annual Report. Subsequent to December 31, 2010 and up to the date of this Annual Report, no RSUs were granted under the RSU Scheme. Given that there also have not been any options granted under the Share Option Scheme since December 31, 2010, RSUs in respect of a total of 156,000,000 underlying Shares are still available for grant under the RSU Scheme, representing approximately 3.09% of the issued share capital of our Company as of the date of this Annual Report. Alibaba.com Limited Annual Report 2010 66
Particulars and movements of the RSUs under the RSU Scheme during the year ended December 31, 2010 were as follows:– Number of RSUs Outstanding Granted Vested Cancelled Outstanding Name or category as of during during during as of Date of grant of participant 01/01/2010 the year the year the year 31/12/2010 (DD/MM/YYYY) Ex-director DENG Kangming (Note 1) 100,000 – (25,000) – 75,000 23/01/2009 Sub-total 100,000 – (25,000) – 75,000 Others Employees 2,422,914 – (804,897) (187,532) 1,430,485 01/02/2008 147,546 – (48,008) (23,719) 75,819 20/06/2008 230,000 – (115,000) – 115,000 17/12/2008 4,976,750 – (1,276,510) (555,825) 3,144,415 23/01/2009 5,067,484 – (1,257,246) (353,023) 3,457,215 06/02/2009 2,513,196 – (485,424) (192,220) 1,835,552 01/04/2009 2,329,130 – (168,198) (450,438) 1,710,494 04/09/2009 2,105,000 – – (410,000) 1,695,000 28/12/2009 – 9,700 (9,500) (200) – 11/01/2010 – 15,190,576 – (1,362,932) 13,827,644 31/03/2010 – 1,778,424 – (177,500) 1,600,924 07/07/2010 – 1,968,000 – (35,000) 1,933,000 11/10/2010 – 6,989,228 – (242,500) 6,746,728 18/11/2010 Sub-total 19,792,020 25,935,928 (4,164,783) (3,990,889) 37,572,276 Total 19,892,020 25,935,928 (4,189,783) (3,990,889) 37,647,276 Note: (1) These RSUs were granted to DENG Kangming on January 23, 2009 prior to his becoming a director of our Company on May 7, 2009. Mr. Deng resigned and ceased to be our director on January 1, 2011. (2) The vesting period of these RSUs commences on a date determined by our board (or its delegated committee) at the time of grant, and generally spreads over a four-year period. 2. Share option scheme We also adopted a share option scheme (the “Share Option Scheme”) by a resolution of our then sole shareholder and a resolution of our board (both on October 12, 2007), effective on the date of our listing. Pursuant to the resolutions passed by our shareholders at the extraordinary general meeting on December 10, 2010, the Share Option Scheme was amended and the limit of the Share Option Scheme, combined with that of the RSU Scheme, was refreshed to 156,000,000 Shares. (a) Summary of the principal terms of the Share Option Scheme (i) Purpose of the Share Option Scheme The purpose of the Share Option Scheme is to, through providing an opportunity to acquire equity interests in our Company, attract skilled and experienced personnel, to incentivize them to remain with our Company and live to our customer-focused corporate culture, and to motivate them to strive for our future development and expansion. 67 Alibaba.com Limited Annual Report 2010
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FINANCIAL HIGHLIGHTS Total register
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SEPTEMBER AUGUST Organized a big bu
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LEGAL ADVISERS Freshfields Bruckhau
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A WINDOW ON THE GLOBAL MARKET MANAG
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FINANCIAL SUMMARY CONSOLIDATED INCO
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Directors' Report - Alibaba

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