SecProbe.io

August 29, 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. 4 to Registration Statement on Form F -1
Response dated August 12, 2014
Filed August 12, 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 informati on.  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.

Response to our July 11, 2014 Letter

1. We note your response to comment 1 in our letter dated July 11, 2014 and your revised
disclosure.  Please tell us the business purpose for Mr. Shi’s involvement in the Wasu
investment, as it does not appear that he is contributing significant funds to the
investment but he will have a significant degree of control over the investment.  In
addition, please tell us whether you believe the joint control arrangement between Mr.
Ma and Mr. Shi has the potential to create disputes or conflicts of interest and whether
you considered adding risk factor disclosure  to describe for investors any associated
risks.

Jack Yun Ma
Alibaba Group Holding Limited
August 29, 2014
Page 2

 Amendment No. 4 to Registration Statement on Form F -1

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
90

Our Monetization Model, page 93

2. We note your state ment in the first paragraph under this heading that you primarily derive
revenue from online marketing services and commissions.  Quantify in this section the
amount or percentage of total revenue generated from online marketing services and from
commissio ns.

3. We note your response to comment 5 in our letter dated August 1, 2014 that you do not
believe separate disclosure of the amount of revenue generated from the company’s
websites and from third -party marketing affiliates is necessary .  We are unable to agree
with your position that no additional disclosure regarding the amount of revenue derived
from online marketing services provided on third party marketing affiliates’ websites is
necessary.   Please disclose the percentage of revenue  generated from online marketing
services on third party marketing affiliates’ websites or provide additional qualitative
disclosure describing the relative i nsignificance  to you of revenue derived from online
marketing services provided on third party mar keting affiliates’ websites.

Components of Results of Operations, page 98

4. We note your description of the types of expenses classified as Cost of Revenue and as
Sales and Marketing Expenses.  After reviewing the additional information you filed as
corres pondence on August 22, 2014 that is related to this matter, we understand that costs
related to online marketing appearing on third party marketing affiliates’ websites are
allocated between costs related to marketing performed for individual merchants and
costs related to marketing for your online marketplaces, and that each type of cost is
classified differently.  We have the following comments:

 Revise your disclosure to quantify the amount of traffic acquisition costs that are
included in Sales and Mark eting Expenses for each period presented.

 Tell us in more detail how you distinguish between the costs related to online
marketing on third party websites for individual merchants and the costs related to
marketing your online marketplaces to determine th e amount that you classify as Cost
of Revenue as opposed to Sales and Marketing Expenses.

 Tell us in more detail how you concluded that the costs of online marketing for your
marketplaces are not traffic acquisition costs that would be classified as Cost of
Revenue.  In this regard, if an end user clicks on an ad for your marketplaces that was
placed on a third party website, is  transferred to your website , and views a landing

Jack Yun Ma
Alibaba Group Holding Limited
August 29, 2014
Page 3

 page containing display ads which  generate revenue for you, it appears that the direct
cost incurred to receive that display marketing revenue was the cost of placing the ad
on the third party’s website .  If traffic is only diverted to web pages that do not
contain display marketing, clearly state that in your response.

Recent Invest ment, Acquisition and Strategic Alliance Activities, page 101

5. We note your response to comment 24 in our letter dated August 1, 2014.   We also note
your statement at the bottom of page 102 that you do not expect your investm ent
activities to have a  negati ve impact on your liquidity or operations.  Tell us in detail how
you determined that no disclosure about the business combinations consummated after
your latest balance sheet date was necessary under Item 5.D. of Form 20 -F.  To assist us
in understanding your response, tell us the amount of net income or net loss of each
newly acquired company in its most recently completed fiscal year and describe any
trends in the profitability or losses of these companies that would lead you to believe
their results in the current fiscal year would differ significantly from their results in the
most recently completed fiscal year.

Results of Operations, page 10 7

6. We note your response to comment 3 in our letter dated August 1, 2014.   We continue to
believe that the discussion of GMV currently provided in MD&A does not adequately
inform investors of the reasons behind material changes in your online marketing services
and commission revenue streams.   Additionally, while we do not obje ct to your use of the
monetization rate to analyze changes in overall revenue for your China retail
marketplaces, we do not believe it is a direct explanation of changes in the volume and
price of services rendered for each of the online marketing services  and commission
revenue streams.  Please revise your filing to provide a separate narrative discussion for
each of your online marketing services and commission revenue streams, and specifically
discuss the extent to which changes in recorded revenues were  due to changes in prices
and changes in volumes as requi red by Item 5.A.1 of Form 20 -F.  To the extent
necessary, p lease utilize metrics directly appl icable to each revenue stream.

Critical Accounting Policies and Estimates, page 128

7. We note that your c ritical accounting policy for revenue recognition primarily discusses
the judgments and estimates involved in multiple element arrangements.  Since multiple
element arrangements constitute less than 1% of your revenue, if you wish to continue to
include di sclosures related to your multiple element arrangements, revise these
disclosures to clarify that your multiple element arrangements are currently not
significant to your operations.  Additionally, revise your disclosure to explain any
significant judgment s and estimates involved in your online marketing services, which
constitute approximately two -thirds of your total revenue.

Jack Yun Ma
Alibaba Group Holding Limited
August 29, 2014
Page 4

 Financial Statements

2. Summary of significant accounting policies, page F -13

(g) Revenue recognition, page F -18

8. We are still considering your responses to comments 12 -19 in our letter dated August 1,
2014 and the additional information you filed as correspondence on August 22, 2014.
We may have further comments.

9. We note your disclosures under the heading “Online marketing serv ices revenue.”  To
provide your readers with more transparent disclosure into how you generate revenue
from online marketing services, revise your disclosures as follows:

 Clarify that online marketing services revenue is primarily comprised of pay for
performance (P4P) marketing services provided on your own websites.

 Clarify that P4P marketing content and display marketing content both appear as
product photos accompanied by text.

 Clarify that your statement that merchants bid for keywords that match pr oduct or
service listings appearing in search or browser results only applies to your websites.
Clarify that on third party websites, you use contextual relevance technology to match
the marketing content to the textual content of the third party website as opposed to a
keyword searched by a user.  Clarify that on third party websites, you also may
embed your search box, and if a user types a keyword into your embedded search
box, the user is redirected to a Taobao Marketplace landing page containing searc h
results.

 Clarify that your statement that revenue from P4P marketing services is recognized
when a user clicks on the advertisement only applies to your websites.  Clarify that on
third party websites, no revenue is recognized when a user clicks on an
advertisement.  Instead, the user is redirected to a landing page on your websites
containing listings for similar products or services from many merchants, including
the merchant whose ad appeared on the third party website, other merchants who
participate  in online marketing on your websites, and merchants who do not
participate in online marketing on your websites.  Clarify, if true, that revenue is
recognized if the user’s “second click” occurs on a listing for any merchant who
participates in your P4P o nline marketing program.  Clarify, if true, that the related
traffic acquisition cost is incurred under a fixed percentage contract with the third
party website only if the “second click” occurs on the same listing that appeared on
the third party’s websit e.

Jack Yun Ma
Alibaba Group Holding Limited
August 29, 2014
Page 5

 5.  Revenue, page F -37

10. We note your disclosures here and your response to comment 70 in our letter dated June
2, 2014.  Your presentation of revenue from China commerce retail, China commerce
wholesale, International commerce retail, and International commerce wholesale presents
the types of merchants from which you generate revenue rather than presenting the types
of services you provide to those merchants.  To better comply with the requirement of
ASC 280 -10-50-40, revise your footnote to disclose the revenue you generate from each
group of similar services you provide to your customers, including online P4P marketing
services, online display marketing services, commission, and others.  Please note that due
to the distinct nature and risks of P4P marketing as compared to display  marketing, we do
not believe these services are similar enough to be aggregated into a single group, and we
believe they should be separately disclosed.  We also note your response to comment 6 in
our letter dated August 1, 2014 and continue to believe yo u should disclose within
MD&A the online marketing services revenues generated from each of P4P marketing
and display marketing, and to the extent material, the revenue from each of your
Taobaoke program and placement services.

14. Investment in equity in vestees, page F -58

(b) Investment in UCWeb Inc. (“UCWeb”), page F -58

11. We note your response to comment 22 in our letter dated August 1, 2014.   Disclose the
fair value of your investments accounted for under the cost -method or, if applicable,
include the d isclosures required by ASC 325 -20-50-1(c).

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 Securitie s 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.

Jack Yun Ma
Alibaba Group Holding Limited
August 29, 2014
Page 6

 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. R ansom

Mara L. Ransom
Assistant Director
cc: Via E -mail
Leiming Chen, Esq.
Simpson Thacher & Bartlett LLP