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) GRANT OF AWARDED SHARES PURSUANT TO SHARE AWARD SCHEME GRANT OF AWARDED SHARES The Board announces that on June 18 2024 the Company granted a total of 149815222 Awarded Shares to 273 Selected Employees of which 2 Selected Employees are Directors and the remaining 271 Selected Employees are employees of the Group Company in accordance with the terms of the Share Award Scheme. All such 149815222 Awarded Shares were granted at nil consideration.GRANT OF AWARDED SHARES TO GRANTEES The Board announces that on June 18 2024 the Company granted a total of 149815222 Awarded Shares to 273 Selected Employees of which 2 Selected Employees are Directors and the remaining 271 Selected Employees are employees of the Group Company in accordance with the terms of the Share Award Scheme subject to acceptance by the Grantees. Each of the Awarded Shares granted to the Grantees represents the right to receive a Share on the date it vests.The details of the grant of Awarded Shares to the Grantees are set out below: Date of Grant: June 18 2024 Number of Grantees: 273 Selected Employees (of which 2 Selected Employees are Directors and the remaining 271 Selected Employees are employees of the Group Company) Number of Awarded Shares 149815222 Awarded Shares granted: – 1 –Purchase Price of the Nil Awarded Shares granted: Closing price of the Shares on HK$0.45 the date of grant: Vesting period: Subject to any alteration by the Company as stated in a separate grant letter between each of the Grantees and the Company the vesting period of the Awarded Shares will be as follows: (i) where the Awarded Shares are granted to the two Directors (a) in relation to Mr. Fan Luyuan one-sixth of the Awarded Shares shall vest on April 1 2025 with the remaining Awarded Shares to be vested evenly on April 1 of each of the following five years on an annual basis; and (b) in relation to Mr. Li Jie one-fourth of the Awarded Shares shall vest on April 1 2025 with the remaining Awarded Shares to be vested evenly on April 1 of each of the following three years on an annual basis; and (ii) where the Awarded Shares are granted to the rest of the Grantees they will be split into two categories: (a) for certain Grantees among the rest of the Grantees one-fourth of the Awarded Shares shall vest on April 1 2025 with the remaining Awarded Shares to be vested evenly on April 1 of each of the following three years on an annual basis; and (b) for other Grantees among the rest of the Grantees the Awarded Shares shall vest in three batches with 50% of the Awarded Shares to be vested on the second anniversary of the employment commencement date of the Grantees and with the remaining Awarded Shares to be equally vested upon the third and fourth anniversary of the employment commencement date.The vesting will be funded solely by Shares to be allotted and issued by the Company.– 2 –In the event that any circumstances as specified in the respective grant letter arise any Awarded Shares granted to the Grantees but unvested will automatically lapse and not be exercisable in respect of the underlying Shares with effect upon the occurrence of the relevant circumstances.Pursuant to the Share Award Scheme the vesting period for any Awarded Share granted shall not be less than 12 months from the date of grant of such Awarded Shares unless the Awarded Shares are subject to a shorter vesting period under specific circumstances as set out in the Share Award Scheme.The Awarded Shares will vest in several batches with a total vesting period of more than 12 months. Due to administrative reasons the period between the Date of Grant and the first vesting date for the Grantees (including two Directors) is less than 12 months to reflect the time from which the Awarded Shares would have been granted.The remuneration committee of the Company is of the view that the grant of the Awarded Shares and the relevant vesting period is appropriate and in line with the market practice and the purposes of the Share Award Scheme.Performance targets: The Awarded Shares granted to the Grantees are not subject to any performance targets.Having considered that (i) the grant of the Awarded Shares to the Grantees would provide them with the opportunity to acquire equity interests in the Company as recognition of their past contribution to the success and development of the Group and (ii) the Awarded Shares will vest over a certain time period on a yearly basis which motivates them to remain with and to strive for the future development and expansion of the Group and this aligns with the purpose of the Share Award Scheme the remuneration committee of the Company is of the view that performance targets are not necessary for the Awarded Shares granted to the Grantees – 3 –Clawback mechanism: Any Awarded Shares granted to a Grantee will automatically lapse when the Board in its sole discretion determines that: (a) the Grantee ceases to be an Employee for any of the following reasons: (i) any commission of an act of theft embezzlement fraud dishonesty serious misconduct ethical breach or other similar acts or commission of a felony or a lesser crime involving moral turpitude as determined by the Board in its sole discretion whether or not in connection with his employment or engagement by any member of the Group a Related Entity or an Associated Company and whether or not it has resulted in his employment or engagement being terminated; (ii) any conviction of any criminal offence or any offence under or any breach of the Securities and Futures Ordinance (Cap.571 of the Laws of Hong Kong) or other securities laws or regulations in Hong Kong or any other applicable laws or regulations in force from time to time; (iii) any material breach of any agreement or understanding between the Grantee and a Group Company as determined by the Board in its sole discretion including without limitation any applicable intellectual property and/or invention assignment employment non-competition confidentiality or other similar agreement; (iv) any material misrepresentation or omission of any material fact as determined by the Board in its sole discretion in connection with the Grantee’s employment with any Group Company; (v) any material failure to perform the customary duties as a Grantee to obey the reasonable directions of a supervisor or to abide by the policies or codes of conduct of any Group Company as determined by the Board in its sole discretion; or – 4 –(vi) any conduct that is materially adverse to the name reputation or interests of the Group as determined by the Board in its sole discretion; (b) the Grantee during his/her term of employment or within twelve (12) months of termination of employment with a Group Company a Related Entity or an Associated Company (in each case as determined by the Board): (i) directly or indirectly establishes incorporates forms enters into or participates in the business as an owner partner principal or shareholder or other proprietor (other than through a purchase on the open market solely as a passive investment of not more than five percent (5%) of the interest) of any Competitor; (ii) has become is or becomes an officer director employee consultant adviser of or otherwise directly or indirectly enters the employ of continue any employment with or render any services to or for any Competitor; or (iii) knowingly performs or has performed any act that may confer a competitive benefit or advantage upon any Competitor; (c) the Grantee has committed act(s) or omission(s) (as determined by the Board in its sole discretion) that have caused material losses to any Group Company due to the Grantee’s failure to fully perform his or her management duties; or (d) the Grantee has violated the confidentiality obligation(s) under any grant notice.Financial assistance: None of the members of the Group has provided any financial assistance to the Grantees to facilitate the purchase of Shares under the Share Award Scheme.– 5 –Among the 149815222 Awarded Shares granted as referred to above 18800000 Awarded Shares were granted to 2 Selected Employees who are Directors with details as follows: Number of Name Position Awarded Shares Fan Luyuan (樊路远) Chairman of the Board and Chief Executive Officer of the Company 8000000 Li Jie (李捷) Executive Director 10800000 Total 18800000 Pursuant to Rule 17.04(1) of the Listing Rules the grant of the Awarded Shares to each of the above Selected Employees who are Directors has been approved by the remuneration committee of the Company and the Board (including all independent non-executive Directors) save that each of Mr. Fan Luyuan and Mr. Li Jie had abstained from voting on the relevant resolutions in respect of grant of Awarded Shares to himself.To the best of the Directors’ knowledge information and belief having made all reasonable enquiries save as disclosed above none of the Grantees is (i) a Director nor a chief executive or a substantial Shareholder or an associate of any of them (ii) a participant with options and awards granted and to be granted exceeding the 1% individual limit or (iii) a related entity participant or service provider with options and awards granted and to be granted in any 12-month period exceeding 0.1% limit. The Grant is not subject to approval by the Shareholders.The grant of the Awarded Shares will be satisfied by issuance of new Shares within the scheme mandate limit under the Share Award Scheme. After the grant of the Awarded Shares to the Grantees the number of Shares available for future grant will be 2007603990 Shares pursuant to the Share Award Scheme.The issue of new Shares to satisfy the 149815222 Awarded Shares represents (i) approximately 0.51% of the total issued Shares as at the date of this announcement; and (ii) approximately 0.51% of the total issued Shares as enlarged by such allotment and issue. Reasons for the Grant of Awarded Shares The reason for the grant of Awarded Shares is to provide incentives and rewards to Grantees for their contributions to and continuing efforts to promote the interests of the Company. Additionally the grant of Awarded Shares aligns the interests of the Grantees with that of the Company and the Shareholders and reinforces the Grantees’ commitment to the Group. The Company is of the view that the grant of Awarded Shares will encourage and retain the Grantees to work towards the long-term growth and profits of the Group which is in the interest of the Company and the Shareholders.– 6 –DEFINITIONS Unless otherwise stated the following expressions have the following meanings in this announcement: “associate(s)” has the meaning ascribed to it under the Listing Rules “Associated Company” any company in which a Group Company may have a direct or indirect investment in 20% or more of its voting powers “Awarded Shares” in respect of a Selected Employee such number of Shares as awarded by the Board “Board” board of Directors “Company” Alibaba Pictures Group Limited (阿里巴巴影业集团有限公 司) a company incorporated in Bermuda with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange (stock code: 1060) “Competitor” any business that is engaged in or is about to become engaged in any activity of any nature that as determined by the Board in its sole discretion competes with a product process technique procedure device or service of any Group Company “connected person” has the meaning ascribed to it under the Listing Rules “controlling shareholder” has the meaning ascribed to it under the Listing Rules “Date of Grant” June 18 2024 “Director(s)” the director(s) of the Company “Employee(s)” any employee(s) (whether full time or part time) consultant executive or officer director (including any executive non- executive and independent non-executive director) of a Group Company any Related Entity or any Associated Company “Grantee(s)” 273 Selected Employees “Group” the Company and its subsidiaries from time to time “memberof the Group” means any or a specific one of them and “GroupCompany” shall be construed accordingly – 7 –“HK$” Hong Kong dollar the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited “Related Entity” a company which is a holding company or a fellow subsidiary (i.e. a subsidiary of a holding company) of the Company “Selected Employee(s)” Employee(s) selected by the Board for participation in the Share Award Scheme “Share(s)” ordinary share(s) of HK$0.25 each in the share capital of the Company “Share Award Scheme” the share award scheme adopted by the Company on December 30 2016 (as amended from time to time) “Shareholders” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “subsidiary(ies)” has the meaning ascribed to it in the Listing Rules “%” per cent On behalf of the Board Alibaba Pictures Group Limited Fan Luyuan Chairman & Chief Executive Officer Hong Kong June 18 2024 As at the date of this announcement the Board comprises Mr. Fan Luyuan Mr. Li Jie and Mr. Meng Jun as the executive Directors; Mr. Tung Pen Hung as the non-executive Director; and Ms. Song Lixin Mr. Tong Xiaomeng and Mr. Johnny Chen as the independent non-executive Directors.–8–