SEC Comment Letter for Alibaba Group Holding Ltd (BABA, BABAF, BBAAY) (CIK 0001577552) (BABA) — Oct 14, 2015
Alibaba Group Holding Ltd (BABA, BABAF, BBAAY) (CIK 0001577552)
Date: Oct. 14, 2015 · CIK: 0001577552 · Accession: 0000000000-15-049706
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-36614
Referenced dates: September 28, 2015
Letter
Mail Stop 3561 October 14, 2015 Jack Yun Ma Chairman of Board of Directors 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 -4 Filed October 2, 2015 File No. 333 -206575 Form 20-F for the Fiscal Year Ended March 31, 2015 Response Dated October 2, 2015 File No. 001-36614
Dear Mr. Ma:
We have reviewed your amended registration statement and your October 2, 2015 response to our comment letter and have the following comment s. In some of our comments , we may ask you to provide us with information so we may better understand your dis closure.
With respect to your registration statement, p lease respond to this letter by amending your registration statement and providing the requested information . With respect to your Form 20-F listed above, p lease respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. 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 your response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our September 28, 2015 letter .
General
1. We note the inclusion of the representations requested in our letter dated September 28, 2015 in the response letter to us dated October 2, 2015, which was on the letterhead of and provided by your outside counsel. As previously requested, please provide a written
Jack Yun Ma Alibaba Group Holding Limited October 14, 2015 Page 2
statement from and signed by the company, as opposed to outside counsel, which includ es both sets of representations .
Form 20 -F for the Fiscal Year Ended March 31, 2015
Item 18. Financial Statements
Consolidated Income Statements, page F -3
2. We note your response to comment 5. Please contrast the nature of services and income statement classification of the SME Annual Fee that you classified in revenue with the reimbursement you receive from Ant Financial Services under the Amended IPLA discussed on page F -71, which is classified in other income, net.
You may contact Jarrett Torno, St aff 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 Dean Brazier, Staff Attorney , at (202) 551 -3485 or me at (202) 551 -3720 with any other questions.
Sincerely,
/s/ Mara L. R ansom
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Mail Stop 3561 October 14, 2015 Jack Yun Ma Chairman of Board of Directors 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 -4 Filed October 2, 2015 File No. 333 -206575 Form 20-F for the Fiscal Year Ended March 31, 2015 Response Dated October 2, 2015 File No. 001-36614 Dear Mr. Ma: We have reviewed your amended registration statement and your October 2, 2015 response to our comment letter and have the following comment s. In some of our comments , we may ask you to provide us with information so we may better understand your dis closure. With respect to your registration statement, p lease respond to this letter by amending your registration statement and providing the requested information . With respect to your Form 20-F listed above, p lease respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. 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 your response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our September 28, 2015 letter . General 1. We note the inclusion of the representations requested in our letter dated September 28, 2015 in the response letter to us dated October 2, 2015, which was on the letterhead of and provided by your outside counsel. As previously requested, please provide a written Jack Yun Ma Alibaba Group Holding Limited October 14, 2015 Page 2 statement from and signed by the company, as opposed to outside counsel, which includ es both sets of representations . Form 20 -F for the Fiscal Year Ended March 31, 2015 Item 18. Financial Statements Consolidated Income Statements, page F -3 2. We note your response to comment 5. Please contrast the nature of services and income statement classification of the SME Annual Fee that you classified in revenue with the reimbursement you receive from Ant Financial Services under the Amended IPLA discussed on page F -71, which is classified in other income, net. You may contact Jarrett Torno, St aff 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 Dean Brazier, Staff Attorney , at (202) 551 -3485 or me at (202) 551 -3720 with any other questions. Sincerely, /s/ Mara L. R ansom Mara Ransom Assistant Director Office of C onsumer Products cc: Daniel Fertig