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SIMPSON   THACHER & BARTLETT

ICBC   TOWER, 35TH FLOOR

3   GARDEN ROAD, CENTRAL

HONG   KONG

TELEPHONE: +852-2514-7600

FACSIMILE: +852-2869-7694

DIRECT DIAL   NUMBER

E-MAIL ADDRESS

+852-2514-7660

dfertig@stblaw.com

January 17, 2020

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:                                         Andrew Blume, Staff Accountantl

Jennifer Thompson, Accounting Branch Chief

Re:                             Alibaba Group Holding Ltd

Form 20-F for the Fiscal Year Ended March 31, 2019

Form 6-K filed November 13, 2009

Response Dated December 4, 2019

File No. 001-36614

Ladies and Gentlemen:

On behalf of our client, Alibaba Group Holding Limited, a company organized under the laws of the Cayman Islands (together with its subsidiaries, the “Company”), we respond to the comments contained in the letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated December 18, 2019 (the “December 18 Comment Letter”), relating to the Company’s annual report on Form 20-F for the fiscal year ended March 31, 2019 filed with the Commission on December 4, 2019 (the “2019 20-F”) and Form 6-K filed with the Commission on November 13, 2009 (the “2019 6-K”).

Set forth below are the Company’s responses to the Staff’s comments in the December 18 Comment Letter.  The Staff’s comments are retyped below for ease of reference.

*       *      *      *

daniel   fertig

adam C. furber

MAKIKO HARUNARI

Ian C. Ho

anthony d. king

celia c.l. lam

chris k.h. lin

jin hyuk park

kathryn king sudol

christopher   k.s. wong

resident partners

simpson thacher & bartlett, hong kong is an affiliate of simpson thacher & bartlett llp with offices in:

NEW YORK

BEIJING

HOUSTON

LONDON

LOS ANGELES

PALO ALTO

SÃO PAULO

TOKYO

WASHINGTON, D.C.

Form 20-F for the Fiscal Year Ended March 31, 2019

Item 18. Financial Statements

Notes to Consolidated Financial Statements

4. Significant restructuring transaction, mergers and acquisitions and investments

(b) Acquisition of Alibaba Pictures Group Limited (“Alibaba Pictures”), page F-41

1. We note your response to comment 1 and have the following comments:

·                  With reference to ASC 810-10-25, please tell us more about the significant financial and operating decisions of Alibaba Pictures that you identified as being made in the ordinary course of business. Tell us which of these decisions are made by Alibaba Pictures’ board of directors and which of these decisions can be put to a shareholder vote to assist us in better understanding your analysis of consolidation and deconsolidation related to Alibaba Pictures.

Significant financial and operating decisions of Alibaba Pictures

The Company advises the Staff that the significant financial and operating decisions of Alibaba Pictures made in the ordinary course of business include:

·                  overseeing business operations and budgets;

·                  approving financial statements and public disclosure;

·                  overseeing internal controls (including appointing and setting the remuneration of the auditor);

·                  nominating or appointing (for casual vacancies) directors and appointing senior management;

·                  determining the remuneration of directors and senior management;

·                  administering Alibaba Pictures’ equity incentive plan, and

·                  approving major transactions and related party transactions.

Decisions made by Alibaba Pictures’ board of directors

All of these decisions are made by Alibaba Pictures’ board of directors (the “Alibaba Pictures Board”) at meetings or by written resolution. Matters decided at meetings of the Alibaba Pictures Board are determined by a vote by the majority of directors present. Decisions made by written resolution require approval by all directors.

2

Decisions subject to approval by Alibaba Pictures’ shareholders

Among these significant financial and operating decisions, the election and remuneration of directors, the appointment and remuneration of the auditor and the adoption of annual financial statements are subject to approval by shareholders pursuant to the Bye-laws of Alibaba Pictures (the “Bye-laws”). The rules of the Hong Kong Stock Exchange also require major transactions and certain related party transactions (which fall under the definition of connected transactions under the rules of the Hong Kong Stock Exchange) above prescribed thresholds to be approved by shareholders. These matters are approved by a majority of votes at shareholder meetings (in the case of related party transactions, excluding the votes of any shareholder who is also a related party to the transaction).

In addition, under paragraph 58 of the Bye-laws, shareholder(s) holding at least 10% of Alibaba Pictures’ equity interest have the right, by written requisition, to require a shareholder meeting to be called for the transaction of any business (including the removal of directors pursuant to paragraph 86(4) of the Bye-laws), and such meeting is to be held within two months after the deposit of the requisition. The Alibaba Pictures Board also has the discretion to put to a shareholder vote other matters that do not require shareholder approval under the Bye-laws or the rules of the Hong Kong Stock Exchange. However, the Alibaba Pictures Board has not exercised this discretion in practice. Since June 2014, when the Company first acquired a controlling interest in Alibaba Pictures, the Alibaba Pictures Board has never submitted any matter beyond the requirements of the Bye-laws or the rules of the Hong Kong Stock Exchange for shareholder approval.

·                  Based on your response and the publicly available annual reports of Alibaba Pictures, it appears that directors who are “related” to you did not represent a majority of Alibaba Pictures’ board of directors or nomination committee in the years immediately before or after the June 2015 deconsolidation. It appears that you did not control Alibaba Pictures’ board of directors until your March 2019 re-consolidation. With regards to the significant financial and operating decisions made by Alibaba Pictures’ board of directors that you identify in response to the bullet point above, such as selecting, terminating, and setting the compensation of management, please provide us with your analysis of whether you controlled these board decisions prior to the June 2015 share placement and whether this control ceased following the June 2015 share placement. If you believe you controlled these board decisions prior to the June 2015 share placement but ceased to control them after the share placement, please tell us in reasonable detail if and how there was a substantive change to the governance, management, and oversight of Alibaba Pictures that caused this change in your conclusion regarding your control of board decisions. Alternatively, if you believe you did not control these board decisions before or  after the June 2015 share placement, tell us in more detail why you believe it was appropriate to consolidate Alibaba Pictures prior to June 2015 despite a lack of control over significant decisions made by the board.

3

The Company advises the Staff that, prior to the completion of Alibaba Pictures’ placement of newly-issued ordinary shares on June 11, 2015 (the “2015 Transaction”), the Company controlled the significant financial and operating decisions made by the Alibaba Pictures Board. Although directors who are related to the Company did not represent a majority of the Alibaba Pictures Board, the Company nevertheless was able to exercise control because, with approximately 60% of the equity interest in Alibaba Pictures, the Company was entitled to unilaterally change the composition of the Alibaba Pictures Board at any time. This ability, whether fully exercised, was the key factor in determining that the Company had control over Alibaba Pictures prior to the 2015 Transaction under the voting interest model in ASC 810.

Although the composition of the Alibaba Pictures Board immediately before and after the 2015 Transaction remained the same, the Company considered the dilution of its equity interest in Alibaba Pictures to 49.5% to have been a substantive change to the governance, management and oversight of Alibaba Pictures. Because the Company lost the ability to unilaterally change the composition of the Alibaba Pictures Board, it was no longer entitled to control the decisions made by the Alibaba Pictures Board. Accordingly, the Company deconsolidated Alibaba Pictures at that time.

·                  Please clarify for us why you believe directors of Alibaba Pictures who were appointed and/or nominated by you during the time you controlled and consolidated Alibaba Pictures, as well as your former employees, represent individuals “not related to Alibaba Group” during the time you deconsolidated Alibaba Pictures.

Directors appointed and/or nominated by the Company

The Company advises the Staff that the Company nominated three individuals to serve as directors of Alibaba Pictures in connection with its acquisition of a controlling interest in Alibaba Pictures in June 2014. These directors were elected by the shareholders of Alibaba Pictures at the shareholder meeting held to approve the Company’s acquisition of a controlling interest. For the Staff’s further information, the Company also notes that directors of Alibaba Pictures typically have been first appointed by the Alibaba Pictures Board pursuant to the Bye-laws to hold office until the first shareholder meeting after their appointment and they are subject to election at such meeting. Other than the three directors that the Company nominated, all other individuals who served as directors of Alibaba Pictures immediately before, during and immediately after the period in which the Company deconsolidated Alibaba Pictures (the “Deconsolidation Period”) were appointed by the Alibaba Pictures Board and then elected in this manner.

4

Among the three directors nominated by the Company, Messrs. Xiaofeng SHAO and Mr. Chunning LIU were related to the Company because they were the Company’s employees (Mr. Shao is still an employee of the Company). On the other hand, Mr. Lianjie LI, popularly known as Jet Li, is not related to the Company. The Company nominated Mr. Li because he is a well-respected actor and filmmaker. He has never been an employee of the Company and has never been a related party of the Company under ASC 810-10-20. The Company does not control Mr. Li and he does not represent the Company on the Alibaba Pictures Board.

Directors who are former employees of the Company

Among the individuals who served as directors of Alibaba Pictures immediately before, during and immediately after the Deconsolidation Period, two are former employees of the Company. These two individuals, Ms. Wei ZHANG and Mr. Kangming DENG, were Alibaba Pictures’ employees when they served as Alibaba Pictures’ directors (Ms. Zhang is still an employee of Alibaba Pictures). The Alibaba Pictures Board appointed them as directors because they had relevant experience that the Alibaba Pictures Board believed could add value to Alibaba Pictures’ business and operations. Ms. Zhang has many years of experience in the media and entertainment industry. Mr. Deng worked for many years in the human resources departments of the Company and its affiliated entities. During the Deconsolidation Period, they were not employees of the Company and were not related parties of the Company under ASC 810-10-20.

Also, Ms. Zhang and Mr. Deng began serving as directors of Alibaba Pictures after the Company ceased to control Alibaba Pictures. The Alibaba Pictures Board appointed them effective January 1, 2016, and they were elected by shareholders at Alibaba Pictures’ annual shareholder meeting held in June 2016.

The Company further advises the Staff that, in any case, whether or not Mr. Li, Ms. Zhang and Mr. Deng are related to the Company does not affect the Company’s conclusion to deconsolidate Alibaba Pictures after the 2015 Transaction. Because the Company no longer held a majority of the voting interest in Alibaba Pictures, other shareholders could remove these individuals and any other directors at a shareholder meeting by a majority of votes. As discussed above, shareholder(s) holding 10% or more of the Alibaba Pictures’ equity interest may call a shareholder meeting to remove a director.

·                  Please also tell us how you considered whether your related party relationship with the Chairman of the board or the board member who is also the CEO should impact your analysis of your control over the significant financial and operating decisions of Alibaba Pictures. Your response appears to indicate that the Chairman of the board and the CEO of Alibaba Pictures were individuals related to you during a significant portion of the time that you accounted for your investment in Alibaba Pictures under the equity method.

5

The Company advises the Staff that the Company’s relationship with the chairman of the Alibaba Pictures Board and/or CEO of Alibaba Pictures did not impact the Company’s analysis of its control over the significant financial and operating decisions of Alibaba Pictures. As discussed above, after the 2015 Transaction, the Company was no longer entitled to control these decisions because it lost the ability to unilaterally change the composition of the Alibaba Pictures Board when its equity interest in Alibaba Pictures was diluted to 49.5%.

In addition, after the Company’s equity interest in Alibaba Pictures was diluted to 49.5%, the Company was no longer able to control the appointment or removal of the chairman and CEO. The other shareholders then became entitled to remove the chairman from the Alibaba Pictures Board at a shareholder meeting by a majority of votes. The Alibaba Pictures Board, which the Company no longer controlled, could also replace the CEO.

(c) Acquisitions and integration of Rajax Holding (“Ele.me”) and Koubei Holding Limited (“Koubei”), page F-43

2. We note your response to comment 2. You indicate that the shareholders of Ele.me and Koubei received common and/or preferred shares of the new holding company immediately after the integration “based on a formula that applied to all shareholders.” Please describe the specific formula used and tell us how the formula was derived. Please confirm whether or not the exchange was conducted to ensure each Ele.me and Koubei shareholder relinquished and received equity with equivalent fair values.

The Company advises the Staff that shareholders of Ele.me received 0.045 ordinary share of the new holding company for each ordinary share of Ele.me they held, while the shareholders of Koubei received 0.546 ordinary/preferred share of the new holding company for each ordinary/preferred share of Koubei they held (Ele.me did not have preferred shares). Based on these ratios, Ele.me’s equity and Koubei’s equity represented approximately 60% and 40%, respectively, of the fair value of the new holding company’s equity. The number of shares in the new holding company that Koubei and Ele.me shareholders received was negotiated among the Company and established, third-party institutional shareholders, which the Company believes ensured that each Ele.me and Koubei shareholder received equity in the new holding company at fair value equivalent to their previous shareholding in Koubei and Ele.me prior to the integration.

Form 6-K filed November 13, 2019

Exhibit 99.2 - Unaudited Condensed Consolidated Financial Statements for the three months ended September 30, 2018 and 2019 — Alibaba Group

Note 4. Significant restructuring transaction, equity transactions, mergers and acquisitions and investme