SecProbe.io

August 1, 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. 3 to Registration Statement on Form F -1
Filed July 11, 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.

Risk Factors, page 23

We do not control Alipay . . . ., page 28

1. We note your response to comment 6 in our letter dated July 3, 2014 and t he new risk
factor on page 28.  Revise  the head ing of this risk factor to reflect the potential conflicts
of interest disclosed in this risk factor.  Also  disclose in more detail , in the risk factor , the
possible conflicts of interest that may arise between Jack Ma’s role in exercising voting
control over Alipa y’s parent and his role as your Executive  Chairman.  In doing so,
discuss the ability of Junhan, an entity over which you do not appear to have control, to
issue share -based awards to your employees, certain expenses associated therewith which
will be recognized  by you.

Jack Yun Ma
Alibaba Group Holding Limited
August 1, 2014
Page 2

 Selected Operating Data, page 87

2. We have read your response to comment 14 in our letter dated July 3, 2014 and your
quantification on page 169 of GMV generated from traffic through the Juhuasuan
marketplace.  To indicate the relative siz e of Juhuasuan in a more prominent loca tion
within your filing, disclose the amount or percentage of fiscal year 2014 GMV related to
Juhuasuan in footnote one to this tabular presentation of total GMV.

Management’s Discussion and Analysis, page 89

Resu lts of Operations, page 105

3. We note the revisions to your filing in response to comment 17 in our letter dated July 3,
2014.  Tell us in detail how your revisions address our prior comment that you should
provide investors with management’s insight into the extent to which changes in both
your online marketing services and commission revenue are attributable to changes in
prices or c hanges in the volume of services sold.   For example, tell us how your analysis
of changes in total and mobile GMV with respect to online marketing services, or your
statements regarding  increased GMV contribution from Tmall  fully explain  the impact of
chan ges in both the price or volume of the services sold.  Do not limit your response to
these examples.  Additionally, explain the relationship between monetization rate,
volume and price if its inclusion was intended to respond to our comment.

4. Refer  to the level at which revenue is budgeted and monitored as seen in the internal
management reports that were previously provided to us.  Tell us in detail how you
determined that your narrative analysis of changes in revenue should not be further
disaggre gated, particularly as it relates to your China commerce retail business’s online
marketing services.  We remind you that one of the principal objectives of MD&A is to
provide a narrative explanation of a company's financial statements that enables investo rs
to see the company through the eyes of management.

China Commerce, page 107

5. Separately  disclose the amount of revenue that you generate from marketing services on
your websites and the amount of revenue that you generate from marketing services
throug h third -party affiliates.

6. Separately  disclose the online  marketing services revenue generated from your pay -for-
performance, display marketing, Taobaoke program, and placement services .

International Commerce, page 108

7. Separately  disclose the amount o f revenue generated from membership fees and online
marketing services respectively .

Jack Yun Ma
Alibaba Group Holding Limited
August 1, 2014
Page 3

 Business, page 137

Marketing Services, page 174

8. Revise  your disclosure to include a more detailed description of your P4P marketing
services and display marketing serv ices as it relates to third party marketing affiliates.

9. Revise  your disclosure to clarify whether your online marketing services are available
solely to your merchants or whether non -merchants also may utilize your marketing
services.  Address  this for services provided on your websites and third party websites.

Related Party Transactions, page 226

Agreements and Transactions Related to Small and Micro Financial . . ., page 227

10. We note your response to comment 23 in our letter dated July 3, 2014.  Disclose  the
anticipated timeframe in which Jack Ma’s direct and indirect economic interests in Small
and Micro Financial Services Company will be reduced to the level disclosed on page
228.

Financial Statements, page F -1

2.  Summary of Significant Accou nting Policies, page F -13

(g) Revenue Recognition, page F -18

11. We note your response to comment 37 in our letter dated July 3, 2014.  Where you
disclose revenue recognition policies applicable to revenue streams that are not yet
material, clearly disclose that said revenue streams are not yet material.

12. For each of pay-for-performance, or P4P, and display marketing services, provide us with
the amount of revenue attributable to third -party marketing affiliates and the related
traffic acquisit ion costs for all periods presented .

13. We understand that merchants bid for keywords in P4P marketing services while
merchants bid for display positions in display marketing.  Explain  further the difference s
between P4P marketing services and display marketing.  In this regard:

 Describe how the results of the online auction system and real -time bidding system
are presented on a third -party marketing affiliate’s website.

 Help us better understand the overall nature and process for keyword searches on
your third -party aff iliate’s sites , including clarifying what portion of the search results

Jack Yun Ma
Alibaba Group Holding Limited
August 1, 2014
Page 4

 are generated through the online auction system.  In addition, tell us how the third -
party sites interface with the online auction system to generate search results.

 Also  provide u s detailed examples of searches performed and explain any significant
differences that might exist based on the nature of the third -party marketing affiliate.

14. Provide  us with a more specific and comprehensive discussion regarding why you believe
you are t he primary obligor in these arrangements  including  what consideration you have
given to the fact that your third -party marketing affiliates are ultimately responsible for
providing advertising or display space.  Also  tell us how the fact that merchants are  in
charge of providing their own bidding information  affect s your conclusion .

15. Provide  us with more details regarding the terms of your fixed cost contracts , including
how you have defined monetization  in your statement in Appendix 1 that “a portion of
website inventory is purchased at a fixed cost for a specified period of time regardless of
whether monetization can be achieved .”  Specifically, t ell us if you are required to pay
the agreed -upon costs regardless of whether a bidder for this inventory is found or if your
reference to monetization refers to situations where an auction bid might be less than the
fixed price amount you have agreed to pay to a third party affiliate for their space.  Based
upon your response, it appears that 39% of your contrac ts have fixed -fee arrangements ,
but it is unclear what percentage of these contracts require s you to pay the agreed -upon
fee in full if no merchant or advertiser is identified.  For such circumstances , quantify: (1)
the significance of these arrangements f or both your P4P and display marketing
arrangements ; and (2) the payments made when no merchant or advertiser was identified
for each period presented.

16. Clarify  if you believe general inventory risk exists for the portion of website inventory
that is not a cquired under the same terms described in the previous comment and provide
the basis for your conclusion.

17. Further  explain why you believe you have pricing latitude given prices are determined by
the results of the online auction or real -time bidding syste ms.  Additionally, explain how
the Company’s “pricing algorithm adjusts the final price that the merchant should pay .”
You suggest in Appendix 1 that you have discretion in determining the price by making
adjustment s.  Explain how pricing is determined including the impact of the auction or
real-time bidding systems, provide us with examples of adjustments , and explain why
such adjustments would be made.

18. Provide  us with a more specific and comprehensive discussion of your involvement in
determining servic e specifications  including how you work with third -party affiliates in
determining items such as size and customization of items.  Based on your discussion in
Appendix 1, it appears your involvement in online auction systems may differ from real -
time biddi ng systems.  Explain  the differences and specify how you are  involved with
service specifications with respect to P4P marketing services.

Jack Yun Ma
Alibaba Group Holding Limited
August 1, 2014
Page 5

 19. Explain  in significantly more detail why you do not believe your fees are fixed given that
the amount you pay to you r third -party affiliates is based on a fixed -dollar amount or
fixed percentage.  Reference ASC 605 -45-45-17.

8. Share -based Awards, page F -40

20. We have the following additional comments  regarding the non -compete provision under
the Partner Capital Investme nt Plan :

 Provide  us with more specific details of the non -compete provision including how the
provision defines immediate family members, investments in competitors, working
for competitors, conferring a competitive act on competitors, acts that are serious or
materially detrimental to your interests , and related entit ies.

 Refer to ASC 718 -20-55-91 and tell us: (1) whether the non -compete provisions can
be legally enforced; (2) whether you intend to enforce the non -compete provisions;
and (3) how the fai r value of these  awards compares  to each individual’s expected
future annual total compensation.  Provide  us with a specific analysis for each of the
non-employees.

 Further  explain why you believe the subscribers’ skills could be applied to other
corporations without vio lating the non -compete provisions.  We note you have a
number of related entities and you have entered into agreements to acquire or have
acquired interests in entities in multiple different industries.

 If the non -compete provision does not define in more  detail the actions to which it
applies, tell us whether you have the unilateral ability at your sole discretion to
determine the circumstances that constitute a violation and what recourse a subscriber
would have to your determination.

21. Tell us  whether  you are  a legal party to the share -based award arrangement between your
employees and Junhan, including whether you serve as a guarantor under the
arrangement.  Explain  further how Junhan will have a sufficient amount of cash available
to settle  these awar ds.  In this regard, tell us if Junhan has the ability to obtain  cash from
Alipay and whether any restrictions exist.  Tell us how the fair value of Junhan’s interest
in Small and Micro Financial Services Company compares to the current value of these
awar ds and how you have considered future changes in the amounts given that Junhan’s
interest in Small and Micro Financial Services Company will decrease and additional
share appreciation rights issued by Junhan will be given to your employees.  Also  tell us
how Junhan can raise debt as an investment holding company and what guarantees might
be placed on any new debt.  Finally, to the extent that Junhan will not have sufficient
cash to  settle  these awards, tell us whether you intend  to make up the difference .

Jack Yun Ma
Alibaba Group Holding Limited
August 1, 2014
Page 6

 14. Investment in equity investees, page F -57

(b) Investment in UCWeb Inc. (“UCWeb”), page F -57

22. We have the following comments regarding UCWeb:

 You disclose on page F -57 that in May 2013, you completed a step acquisition of
convertible preferred shares  in UCWeb for US$506 million in cash.  Provide us with
the details of the previous steps.

 We note that in December 2013 you paid US$180 million to acquire an additional 1%
interest in UCWeb.  Tell us why the consideration paid for the additional 1% inter est
appears disproportional to the consideration paid for the original 65% interests.
Clarify  whether you received any rights or benefits in the second transaction beyond
an additional 1% economic and voting interest.

 Disclose , if material, the fair valu e of your cost -method investments as required by
ASC 325 and ASC 825.

25. Subsequent events, page F -69

23. Provide  us with additional analysis of your significant influence over Youku Tudou as
follows:

 You list various commercial agreements between you and Youku Tudou.  Help  us
better understand the nature of these agreements and how these agreements,
individually or collectively, help support your assertion of significant influence over
Youk u Tudou.  Also tell us whether Youku Tudou has similar commercial
agreements with other parties and, if so, the relative significance of your agreements
to those with other parties.

 You state that you “are entering into” commercial agreements with Youku Tudou.
For each agreement that you believe is significant in demonstrating your significant
influence over Youku Tudou, tell us if and when the agreement was finalized and
whether the commercial agreement was specified in or contemplated at the time of
your equity purchase agreement.

 You believe that “a meaningfu l portion” of Youku Tudou’s revenue is generated
through participation in your Taobaoke program as a third party marketing affiliate.
Provide  more quantified details regarding the significance of Youku Tudou’s revenue
that is generated from the Taobaoke p rogram.

Jack Yun Ma
Alibaba Group Holding Limited
August 1, 2014
Page 7

 24. Provide  the disclosures required by ASC 805 -10-50-4 related to business combinations
after the reporting date but before the financial statements are issued for all material
acquisitions or tell us why you do not believe these disclosures are re quired.

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 of 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.

You may contact Jarrett Torno, Staff Accountant, at (202) 551 -3703 or Jennifer
Thompson, Accounting Branch Chief, at (202) 551 -3737 if you have questions regarding
comments on the financial statements and related matters.  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 other questions.

Sincerely,

/s/ Mara L. Ransom

Mara L. Ransom
Assistant Director

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