Alibaba Pictures : PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL AND PROPOSED AMENDMENTS TO THE BYE-LAWS

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 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.

(Incorporated in Bermuda with limited liability)

(Stock Code: 1060)

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

AND

PROPOSED AMENDMENTS TO THE BYE-LAWS

The Board announces that, in order to provide the Company with greater flexibility to raise funds in the future, it proposes to seek Shareholders' approval by way of an ordinary resolution to increase the authorised share capital of the Company from HK$7,500,000,000 divided into 30,000,000,000 Shares of HK$0.25 each to HK$9,500,000,000 divided into 38,000,000,000 Shares of HK$0.25 each by the creation of an additional 8,000,000,000 new Shares.

The Board also announces that, in order to, inter alia, (i) allow electronic and hybrid general meetings to be convened; (ii) reflect certain amendments in the applicable laws of Bermuda and the Listing Rules; and (iii) make other consequential and housekeeping changes, the Board proposes to seek Shareholders' approval by way of a special resolution to amend the Bye-laws.

The proposed increase in the authorised share capital of the Company and the proposed amendments to the Bye-laws are subject to the approval of the Shareholders at the AGM. A circular containing, among other matters, details of the proposed increase in the authorised share capital of the Company and the proposed amendments to the Bye-laws, together with a notice convening the AGM will be despatched to the Shareholders on or around July 29, 2020.

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This announcement is made by Alibaba Pictures Group Limited (the "Company") pursuant to Rules 13.45(4) and 13.51(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

The board of directors (the "Directors") (the "Board") of the Company announces that, in order to provide the Company with greater flexibility to raise funds in the future, it has resolved to propose to increase the authorised share capital of the Company from HK$7,500,000,000 divided into 30,000,000,000 shares of the Company (the "Shares") of HK$0.25 each to HK$9,500,000,000 divided into 38,000,000,000 Shares of HK$0.25 each by the creation of an additional 8,000,000,000 new Shares.

The proposed increase in the authorised share capital of the Company is subject to the approval of the shareholders of the Company (the "Shareholders") by way of an ordinary resolution at the forthcoming annual general meeting of the Company (the "AGM") to be held on September 10, 2020.

As at the date of this announcement, the authorised share capital of the Company is HK$7,500,000,000 divided into 30,000,000,000 Shares of HK$0.25 each, of which 26,822,015,210 Shares have been allotted and issued as fully paid or credited as fully paid.

With regard to the proposed increase in the authorised share capital of the Company, the Board has no present intention to issue any part of the increased authorised share capital of the Company.

PROPOSED AMENDMENTS TO THE BYE-LAWS

The Board also announces that it has resolved to propose certain amendments to the bye-laws of the Company (the "Bye-laws"). The proposed amendments to the Bye-laws are subject to the approval of the Shareholders by way of a special resolution at the AGM.

The major proposed amendments to the Bye-laws are summarised as follows:

1. to allow all general meetings (including an annual general meeting, any adjourned meeting or postponed meeting) to be held as a physical meeting in any part of the world and at one or more locations, or as a hybrid meeting or an electronic meeting;

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1. to insert the definitions of "electronic meeting", "hybrid meeting", "Meeting Location", "physical meeting" and "Principal Meeting Place", and make corresponding changes to the relevant provisions of the Bye-laws;
2. to include additional details to be specified in a notice of general meeting in light of allowing general meetings to be held at one or more meeting locations, or as a hybrid meeting or an electronic meeting;
3. to provide that the chairman of the general meeting may, with the consent of the meeting at which a quorum is present, adjourn the meeting from time to time (or indefinitely), from place to place(s) and/or from one form to another (a physical meeting, a hybrid meeting or an electronic meeting);
4. to provide for the proceedings of general meetings which are held at one or more locations, or as a hybrid meeting or an electronic meeting, and the powers of the Board and the chairman of the meeting in relation thereto;
5. to provide that, where the Directors, in their absolute discretion, consider that it is inappropriate, impracticable, unreasonable or undesirable for any reason to hold a general meeting as specified in the notice calling for such meeting, they may change or postpone the meeting to another date, time, place, change the electronic facilities and/or change the form of the meeting (a physical meeting, an electronic meeting or a hybrid meeting) without approval from the Shareholders;
6. to provide that votes (other than on a show of hands) may be cast by such means, electronic or otherwise, as the Directors or the chairman of the meeting may determine;
7. to make other related amendments, including, for example, inserting the definition of "electronic communication" and make consequential amendments in line with the above amendments;
8. to make it clear that no Director shall be required to vacate office or be ineligible for re-election or re-appointment as a Director, and no person shall be ineligible for appointment as a Director, by reason only of his having attained any particular age;
9. to specify that, unless required otherwise by the Listing Rules, a resolution in writing by a majority of the Directors or members of a committee of the Board (the "Board Committee") or their respective alternates, who are entitled to receive a notice of the Board meeting or Board Committee meeting and vote on the resolution at such meeting, shall be as valid and effectual as if a resolution had been passed at a Board meeting or Board Committee meeting duly convened and held, provided that (i) such number is sufficient to constitute a quorum; (ii) a copy of such resolution has been given to all Directors or Board Committee members or

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their respective alternates in the same manner as notices of meetings are required to be given pursuant to the Bye-laws; and (iii) no Director or Board Committee member (or his alternate) is aware of or has received any objection to the resolution from any Director or Board Committee member (or his alternate);

1. to provide that the Board may resolve to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund (including the profit and loss account) whether or not the same is available for distribution by applying such sum in paying up unissued shares to be allotted to (i) employees (including directors) of the Company and/or its affiliates upon exercise or vesting of any options or awards granted under any share incentive scheme or employee benefit scheme or other arrangement, or (ii) any trustee of any trust to whom shares are to be allotted and issued by the Company in connection with the operation of any share incentive scheme or employee benefit scheme or other arrangement; and
2. other amendments to update or clarify provisions of the Bye-laws where it is considered desirable, to better align with the wordings in the applicable laws of Bermuda and the Listing Rules, to amend for definition consistencies and to correct some typographical errors in the Bye-laws.

The main reasons for the proposed amendments to the Bye-laws are to: (i) allow electronic and hybrid general meetings to be convened; (ii) reflect certain amendments in the applicable laws of Bermuda and the Listing Rules; and (iii) make other consequential and housekeeping changes.

GENERAL

The Board considers that the proposed increase in the authorised share capital of the Company and the proposed amendments to the Bye-laws are in the interests of the Company and the Shareholders as a whole. A circular containing, among other matters, details of the proposed increase in the authorised share capital of the Company and the proposed amendments to the Bye-laws, together with a notice convening the AGM will be despatched to the Shareholders on or around July 29, 2020.

On behalf of the Board

Alibaba Pictures Group Limited

Fan Luyuan

Chairman & Chief Executive Officer

Hong Kong, July 23, 2020

As at the date of this announcement, the Board comprises Mr. Fan Luyuan, Mr. Li Jie and Mr. Meng Jun, being the executive Directors; Mr. Xu Hong, being the non-executive Director; and Ms. Song Lixin, Mr. Tong Xiaomeng and Mr. Johnny Chen, being the independent non-executive Directors.

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