SecProbe.io

July 3, 2014

Via E -mail
Mr. Jack Yun Ma
Executive Chairman
Alibaba Group Holding Limited
c/o Alibaba Group Services Limited
26/F Tower One, Times Square
1 Matheson Street, Causeway Bay
Hong Kong

Re: Alibaba Group Holding Limited
Amendment No. 1 to Registration Statement on Form F -1
Filed June 16, 2014
Amendment No. 2 to Registration Statement on Form F -1
Filed June 26, 2014
  File No. 333 -195736

Dear Mr. Ma :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Prospectus Summary, page 1

1. We note your response to comment 1 in our letter dated June 2, 2014.  Please also tell us
whether you commissioned a report from Euromo nitor International.  If so, please file the
consent of Euromonitor as an exhibit.  In this regard, we note the letter from Euromonitor
contained in Appendix 1 to your letter dated June 16, 2014.

Our Business, page 1

2. We note your revised disclosure in r esponse to comment 2 in our letter dated June 2,
2014.  Notwithstanding this disclosure, we remain concerned that the use of the

Jack Yun Ma
Alibaba Group Holding Limited
July 3, 2014
Page 2

 description “related company” implies a degree of control and commonality -of-interest
that the agreements to which you cite do not appear to clearly support.  In this regard, we
note, for example, that you rely on Alipay to conduct substantially all of the payment
processing and escrow services on your marketplaces  but those  marketplaces  represented
approximately 33.9% of Alipay’s  total payment volume in fiscal year 2014 .  This
suggest s to us that Alipay has potentially significant business interests beyond the
Alibaba ecosystem .  We also note that since Alipay’s separation from you in 2011, you
do not have any ownership interest in, or control over , Alipay.  In view of the foregoing,
it does not appear appropriate for you to continue to characterize Alipay as your “related
company.”  Please revise your prospectus accordingly .

3. Please disclose  in this section, if true, that you do not allocate revenue by marketplace.

Alibaba Partnership, page 8

4. We note your disclosure that you expect the Alibaba Partnership to designate four
nominees to your board of directors upon completion of the offering.  Please disclose in
this section the f ollowing:

 the right of the partnership, in its sole discretion, and without the need for any
additional shareholder action or approval, to appoint additional directors as necessary
to ensure that directors nominated or appointed by the partnership comprise a simple
majority of your board.

 the basis for your expectation as to the number of nominees the partnership intends to
designate  to your board of directors upon completion of this offering.

 a clear explanation  of the way in which the partnership’s ability to appo int additional
directors could increase the size of your board.  For example, assuming the
partnership designates four nominees to your initial board of nine directors, if the
partnership subsequently desired to have a simple majority, it appears the partn ership
would have the right to appoint two additional directors, such that the board would
then be comprised of 11 directors, six of whom would have been appointed or
nominated by the partnership.

Corporate History and Structure, page 10

5. We note your res ponse to comment 15 in our letter dated June 2, 2014, as well as your
revised  disclosure .  This disclosure notwithstanding , in view of the complexity of your
organizational structure, we continue to believe that an organizational chart visually
representin g the key relationships among your subsidiaries and variable interest entities
would provide material information  for investors.  Please add such a chart to the
prospectus summary.

Jack Yun Ma
Alibaba Group Holding Limited
July 3, 2014
Page 3

 Risk Factors, page 22

We rely on Alipay to conduct substantially all of t he payment pro cessing  . . . , page 25

6. We note that you disclose your dependence upon Alipay and your indication that Alipay
provide s payment services on terms preferential to you.  Please revise your disclosure to
highlight the risk that there is no assur ance that Jack Ma, in light of his voting control
over Small and Micro Financial Services Company, will act in your interests in the event
that the payment processing terms are modified such that they are less preferential and
possibly much more costly to you.  In this regard, we note your response to comment 74
of our letter dated June 2, 2014 in which you indicate that because “you are not able to
exert control over Alipay’s operations, there is increased uncertainty of the future cash
flow stream...”  Pl ease present this risk as a separate risk factor.

We and Alipay are subject to regulation . . . , page 34

7. To provide better context for these risks, pl ease revise this risk factor , the risk factor on
page 25 (“We rely on Alipay…”) , and the risk factor on page 45 (“The equity
holders…”)  to briefly describe  the separation of  Alipay from your company in 2011 .

The Alibaba Partnership and related voting agreements . . . , page 41

8. We note your response to comment 50 in our letter dated June 2, 2014, as well as your
revised risk factor  disclosure to describe potential conflicts of interest between the
Alibaba Partnership and investors .  We believe  the following revisions  are necessary to
clarify the nature of this risk :

 present your  new confli cts of interest disclosure as a  separate risk factor that is
focused on the risk, as the risk factor to which you have added this disclosure  is
focused on the director nomination and election risk.

 in the new conflicts risk factor, to illustr ate how a conflict of this type has arisen in
your past, please provide a brief description of the separation of Alipay from your
company in 2011 and the resulting dispute  that the manner of the separation
engendered  among Alibaba ’s management, Y ahoo and S oftbank.

If the PRC government deems that the contractual arrangements . . . , page 43

9. In this risk factor, as well as both risk factors on page 44 (“Our contractual arrangements
. . .” and “ [a]ny failure by our variable interest entities . . .”) , you refer to uncertainties
regarding the interpretation and application of current  PRC laws, rules and regulations  as
well as uncertainties in the PRC legal system  generally.  Please revise these risk factors to
provide more c larity  for these uncertainti es so that the disclosure clearly conveys the risk
to investors.  For example, if feasible, it may be useful to describe various types or

Jack Yun Ma
Alibaba Group Holding Limited
July 3, 2014
Page 4

 categories of uncertainties, especially if they have different risks associated with them,
whether with respect to mag nitude of potential harm, probability of occurrence or ability
to cure or obtain remedy.  Similarly, reference to specific examples, to the extent
available, might also serve to illustrate the risks associated with these uncertainties.  In
this regard, we note your disclosure that the contracts would be interpreted in accordance
with PRC law and any disputes would be resolved in accorda nce with PRC legal
procedures.

We may lose the ability to use, or otherwise benefit from . . . , page 45

10. As you note in t he body of this risk factor that should the risk be realized “[you] may be
unable to conduct some or all of [y]our business operations  [emphasis added],” please
revise the heading of the risk factor to convey this potential consequence (i.e., the
inability  to conduct any of your business operations).

Our History and Corporate Structure, page 73

11. Please ad d to the timeline on page 73 the separation of Alipay from your company in
2011 .

Our History with SoftBank and Yahoo, page 75

12. Please provide additional disclosur e regarding the factors that le d to the share repurchase
agreement with and restructuring of the TIPLA with Yahoo in 2012.  In doing so, please
address the way in which your separation of Alipay resulted in changes to your
relationship with Yahoo.

Selected Operating Data, page 84

13. We note your response to comment 18 in our letter dated June 2, 2014.  In order for these
operating metrics to assist investors ’ understanding of trends in your results over time, we
continue to believe you should present these operating metrics for all periods presented in
your historical financial statements.  As previously requested, please disclose  these
metrics for the fiscal year ended March 31, 2012.

14. We note your respo nses to comments 27 and 29 in our letter dated June 2, 2014, and your
disclosure within footnote (1) to your GMV data presented on page 84 that you have
allocated GMV for Juhuasuan to either Taobao Marketplace GMV or Tmall GMV to
reflect the marketplace on  which the promoted storefront is located.  We assum e that you
separately track GMV for Juhuasuan, as implied by your use of the word “allocate.”  If
our assumption is correct, separately disclose the GMV attributable to Juhuasuan to
provide investors with  an understanding of the transaction volume on this marketplace
and the resulting revenue.  If you do not believe disclosure of GMV attributable to
Juhuasuan is material , tell us why it is meaningful to allocate this GMV to Taobao or

Jack Yun Ma
Alibaba Group Holding Limited
July 3, 2014
Page 5

 Tmall, and revise the disclosure throughout your filing to better explain why you
sometimes refer to your China retail marketplaces as consisting of three separate
marketplaces , but other times only refer to and analyze changes in your Taobao and
Tmall marketplaces.

15. Your  disclosure on page 63  and your response to certain  comments indicates that “active
sellers” is a n appropriate indicator of performance measured  that you use.  Please
quantify and disclose this metric.

Management’s Discussion and Analysis of Financial Conditi on and Results of Operations, page
86

China Commerce Wholesale, page 90

16. Please revise your disclosure to provide additional detail related to the transaction
platform you created on 1688.com, including the types of activities you will seek to
monetize an d your progress, if any, on your plans to achieve this monetization.   Also
disclose the way in which the new platform differs from the way in which sellers and
buyers historically conducted business on 1688.com .

Results of Operations, page 102

China Commerce, page 10 4

17. We note your response to comment 28 in our letter dated June 2, 2014.  As you have
disclosed material changes in your online marketing services and commission revenues
during the periods presented, please revise your discussion and anal ysis of revenues to
provide investors with management’s insight into the extent to which such changes in
each of these revenue streams are attributable to changes in prices, changes in the volume
or amount of services sold or to the introduction of new ser vices.  Further disaggregation
of your disclosed revenue groupings into additional revenue streams, as well as the
disclosure of additional operating data specific to certain revenue streams , may be
necessary to fully explain the material changes over the periods presented.  Additionally,
revise to explain in more detail the reasons for any trends in your revenue streams, such
as the trend  that the rate of growth of online marketing services revenue has slowed
significantly more than the rate of growth of c ommission revenue.  Refer to Item 5.A.1 of
Form 20 -F.

18. We note that your analysis of revenue for your China commerce retail business continues
to focus on changes in GMV from year to year.  It is unclear to us that changes in GMV
explain changes in these  revenues in light of the quarterly data presented at the bottom of
page 92.  In this regard, while on an annual basis the GMV for your China commerce
retail business increased 55.8% as compared to an increase in revenue of 58.8%, the re is
significantly gr eater disparity between quarterly fluctuations in GMV as compared to

Jack Yun Ma
Alibaba Group Holding Limited
July 3, 2014
Page 6

 quarterly fluctuations in revenue.  For each quarter in fiscal year 2014, GMV increased
17.3%, increased 8.3%, increased 41.5%, and decreased 18.7%, respectively, while
revenue increased 28.3%, decreased 0.3%, increased 86.8%, and decreased 42.0%,
respectively.  Additionally, the fact that changes in GMV resulted in larger impacts on
your revenue as the year progressed appears inconsistent with  your current disclosure that
the impact on yo ur revenue as a result of changes in GMV is becoming less pronounced
as mobile usage increases.  Please revise your analysis of revenue for your China
commerce retail business to better explain the underlying factors that are driving changes
in this revenu e.

Quarterly Results of Operations, page 113

19. We note your presentation of quarterly historical results and your narrative discussion of
quarterly trends and seasonality.  For comparability purposes , please disclose  quarterly
historical results for all three years presented in your historical financial statements.

Critical Accounting Policies and Estimates, page 122

Share -based Compensation Expense and Valuation of Our Ordinary Shares, page 123

20. Once your IPO price  is determined, p lease tell us the proposed price, when you first
initiated discussions with underwriters and when the underwriters first communicated
their estimated price range and amount for your stock.  If there is a significant difference
between your  proposed IPO price and the fair value of your ordinary shares as
determined in your last contemporaneous valuation report issued by an independent
appraisal firm, describe  each significant factor contributing to that difference, including
whether your und erwriters used different assumptions or different comparable
companies.

21. We note the tabular presentation of the fair value of your ordinary shares and the
narrative explanation of increases in that fair value as presented  on pages 127 and 128.
Tell us mo re about the changes in fair value that occurred during fiscal year 2014 and
subsequent periods.  Specifically:

 for your use of the guideline company method, tell us more about how you
determined which companies were comparable to your own, and tell us whether the
companies in this peer group changed over time.

 tell us why use of the option pricing model to allocate y our enterprise value continues
to be appropriate as the probability increases that this initial public offering will be
consummated.  Tell us how you considered use of the probability -weighted expected
return method.

Jack Yun Ma
Alibaba Group Holding Limited
July 3, 2014
Page 7

  we note that you began considering the  market transaction method (MTM) in the
contemporaneous valuation report as of April 16, 2014.  Tell us in more detail how
you determined that a 50% weighting of this method was appropriate as of this date
and how the change in methodology to give a 50% we ighting to the MTM impacted
your calculated fair value.  Also explain  why no weighting was assigned to secondary
sales of shares by your existing shareholders to third parties prior to that date.  As part
of your response,  tell us more about the volume of secondary sales of your stock to
third parties that occurred during fiscal year 2014 and the subsequent period and the
pr