SecProbe.io

July 11, 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 the following additional comments  which supplement the comments sent to you
in our letter dated July 3, 2014 .  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 amendm ent to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. We note the disclosure on page 226 regarding the RMB6.5 billion loan arrangement with
Simon Xie .  We also note tha t a company controlled by Jack Ma will serve as a general
partner of the PRC partnership that will receive indirectly the proceeds of such loan.
Please provide us with a detailed analysis of the nature of the loan and the extent to
which the provisions of  Section 13(k) of the Exchange Act are applicable to the loan .
Your analysis should address both Mr. Xie and Mr. Ma.

Jack Yun Ma
Alibaba Group Holding Limited
July 11, 2014
Page 2

 Risk Factors, page 22

The equity holders, directors and executive officers, page 45

2. Please address in this risk factor any potential material  conflicts of interest between you
and Simon Xie and expand this risk factor to discuss any potential material  conflicts of
interest resulting from the manner  in which you plan to invest in  Wasu Media Holdings
Co., Ltd.

Our Executive Officers, page 212

3. It appears that  the disclosure required by Item 6.A of Form 20 -F is applicable to Simon
Xie.  In this regard, we note your apparent dependence upon Mr. Xie based on  his role as
one of your founders and as a member of your management , as well  as his equity
interests in Alipay, your material VIEs , and the partnership through which you plan to
invest in Wasu Media Holdings Co.   Please provide the disclosure required by Item 6.A
of Form 20 -F and  in doing so disclose Mr. Xie’s roles and responsibilitie s in your
company  and where  Mr. Xie falls within your management structure .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act o f 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosure they have made.

Please contact Lisa Kohl, Senior Attorney, at (202) 551 -3252, Dietrich King, Legal
Branch Chief, at (202) 551 -3338, or me at (202) 551 -3720 with any questions.

Sincerely,

 /s/ Mara L. R ansom

Mara L. Ransom
Assistant Director

cc: Via E -mail
Leiming Chen, Esq.
Simpson T hacher & Bartlett LLP