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September 27, 2023
Eddie Yongming Wu
Chief Executive Officer
Alibaba Group Holding Limited
26/F Tower One, Times Square
1 Matheson Street, Causeway Bay
Hong Kong S.A.R.
People’s Republic of China
Re:Alibaba Group Holding Limited
Form 20-F for Fiscal Year Ended March 31, 2023
Filed July 21, 2023
File No. 001-36614
Dear Eddie Yongming Wu:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for Fiscal Year Ended March 31, 2023
Item 4. Information on the Company
B. Business Overview
Company Overview, page 72
1.Given that the most significant component of China Commerce segment revenues is from
advertising and commissions on third-party sales, referred to by you as "Customer
management," please revise this section to indicate such and give adequate emphasis to
this component of the segment.  Please make a similar revision to the summary of
segments on page 119.  Finally, please consider separately quantifying advertising and
third-party commissions in the table on page 121, given the different nature of these two
sources of revenue.  Please provide us with a copy of your intended revised disclosure.

 FirstName LastNameEddie Yongming Wu
 Comapany NameAlibaba Group Holding Limited
 September 27, 2023 Page 2
 FirstName LastNameEddie Yongming Wu
Alibaba Group Holding Limited
September 27, 2023
Page 2
Item 5. Operating and Financial Review and Prospects
Non-GAAP Measures, page 131
2.Please revise to present non-GAAP financial measures after your comparison of fiscal
year results on a GAAP basis to provide equal or greater prominence to GAAP.
Comparison of Fiscal Years 2022 and 2023, page 134
3.Please revise to quantify factors to which changes are attributed.  In addition, with regard
to revenue discussions, please quantify the extent to which changes are attributable to
changes in prices or to changes in the volume or amount of products or services being sold
or to the introduction of new products or services.  Refer to Item 5.A of Form 20-F.
Please provide us with a copy of your intended revised disclosure.
Sales and Marketing Expenses, page 138
4.When discussing the decrease in your sales and marketing expenses, your disclosure
focuses on the effect of share-based compensation expense and the impact it had on your
period over period comparisons.  We note on a year-over-year basis, your
revenue increased by 2% and your sales and marketing expenses excluding share-based
compensation decreased by 15%.  Please revise to discuss material factors impacting your
results for the periods presented, and any known trends which are anticipated to have a
material effect on the company’s results of operations in future periods.   Refer
to Item 5 of Form 20-F. Please provide us with a copy of your intended revised disclosure.
B. Liquidity and Capital Resources
Cash Flows from Operating Activities, page 141
5.Your discussion of cash flows from operating activities appears to be a recitation of the
changes already disclosed in the consolidated statement of cash flows.  Please provide a
more informative analysis and discussion of cash flows for each period presented. In
doing so, explain the underlying reasons and implications of material changes between
periods to provide investors with an understanding of trends and variability in cash flows.
 Refer to Item 303(a) of Regulation S-K and Item 1 of Section IV.B of SEC Release No.
33-8350.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 202
6.We note your statements that none of your directors or officers, your greater than 10%
beneficial owners, or Alibaba Partnership are representatives of or controlled by a
government entity in the PRC in connection with your required submission under
paragraph (a). Please supplementally describe any materials that were reviewed and tell us
whether you relied upon any legal opinions or third party certifications such as affidavits
as the basis for your submission. In your response, please provide a similarly detailed
discussion of the materials reviewed and legal opinions or third party certifications relied

 FirstName LastNameEddie Yongming Wu
 Comapany NameAlibaba Group Holding Limited
 September 27, 2023 Page 3
 FirstName LastName
Eddie Yongming Wu
Alibaba Group Holding Limited
September 27, 2023
Page 3
upon in connection with the required disclosures under paragraphs (b)(2) and (3).
7.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party. For
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your
determination. In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.
8.We note that your disclosures pursuant to Items 16I(b)(2), (b)(3) and (b)(5) are provided
for “Alibaba Group Holding Limited or any variable-interest entity or similarly structured
entity,” while your disclosure pursuant to Item 16I(b)(4) suggests that you have additional
consolidated entities that you refer to as “operating entities.” Please note that Item 16I(b)
requires that you provide disclosures for yourself and your consolidated foreign operating
entities.
•With respect to (b)(2), please supplementally clarify the jurisdictions in which your
consolidated foreign operating entities are organized or incorporated and confirm, if
true, that you have disclosed the percentage of your shares or the shares of your
consolidated operating entities owned by governmental entities in each foreign
jurisdiction in which you have consolidated operating entities. Alternatively, please
provide this information in your supplemental response. We note that your list of
subsidiaries and consolidated entities in Exhibit 8.1 appears to indicate that you have
subsidiaries in countries other than the Cayman Islands and China.
•With respect to (b)(3) and (b)(5), please provide the required information for you and
all of your consolidated foreign operating entities in your supplemental response.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Austin Pattan at 202-551-6756 or Jennifer Thompson at 202-551-3737
if you have any questions about the comments related to your status as a Commission-Identified
Issuer during your most recently completed fiscal year.  Please contact Abe Friedman at 202-
551-8298 or Lyn Shenk at 202-551-3380 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services