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SEC Letter

 SIMPSON THACHER & BARTLETT

 ICBC TOWER, 35TH FLOOR

3 GARDEN ROAD

HONG KONG

(852) 2514-7600

FACSIMILE (852) 2869-7694

 DIRECT DIAL NUMBER

+852-2514-7630

 E-MAIL ADDRESS

lchen@stblaw.com

 June 16, 2014

VIA EDGAR

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:

Ms. Mara L. Ransom, Assistant Director

Ms. Jennifer Thompson, Accounting Branch Chief

Mr. Dietrich King, Legal Branch Chief

Ms. Lisa Kohl, Senior Attorney

Mr. Jarrett Torno, Staff Accountant

Re:
Alibaba Group Holding Limited

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

File No. 333-195736

 Ladies and Gentlemen:

On behalf of our client, Alibaba Group Holding Limited, a company organized under the laws of the Cayman Islands (the “Company”), we
enclose herewith for filing via EDGAR with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), Amendment No. 1 (“Amendment No. 1”) to
the Company’s Registration Statement on Form F-1 (the “Registration Statement”).

 We enclose herewith 20 courtesy copies of
Amendment No. 1, which has been marked to show changes to the Company’s Registration Statement initially filed with the Commission on May 6, 2014 (the “May 6 Filing”). We are requesting confidential treatment for the
materials being submitted supplementally in response to comment 64 of the letter dated June 2, 2014 from the Staff (the “June 2 Comment Letter”).

 Leiming
Chen  Philip M.J. Culhane  Daniel Fertig  Anthony D. King  Celia C.L. Lam  Chris K.H. Lin  Sinead E. O’Shea  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        SEOUL        TOKYO

WASHINGTON, D.C.

 SIMPSON THACHER & BARTLETT

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 On behalf of the Company, we wish to thank you and the other members of the staff of the
Commission (the “Staff”) for your prompt review of the May 6 Filing.

 The Company currently contemplates, subject to the
resolution of the Staff’s comments on the Company’s Registration Statement and market conditions, commencing its road show activities in late July 2014 and completing the initial public offering in the first week of August 2014. We would
greatly appreciate the Staff’s willingness to work with the Company to achieve this contemplated offering timetable.

 The Company has
responded to the Staff’s comments contained in the June 2 Comment Letter by revising the May 6 Filing or providing explanations in response to the comments. In addition to the amendments made in response to the Staff’s comments,
the Company has also revised the May 6 Filing to include (i) its audited consolidated financial statements as of and for the fiscal year ended March 31, 2014 and related disclosure; and (ii) other information and data to reflect
new developments since the May 6 Filing as well as generally to update the Registration Statement.

 Set forth below are the
Company’s responses to the Staff’s comments in the June 2 Comment Letter. The Staff’s comments are retyped below for your ease of reference and are followed by a summary of the responsive actions taken. We have included page
numbers to refer to the location in Amendment No. 1 where the disclosure addressing a particular comment appears.

*        *        *
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 Prospectus Summary, page 1

1.
We note references throughout your prospectus to third-party sources, including iResearch, Euromonitor International, and China Internet Network Information Center, among others, for statistical, qualitative and
comparative statements contained in your prospectus. Please provide us with copies of any materials that support third-party statements, appropriately marked to highlight the sections relied upon. Please also disclose the “industry
sources” to which you refer and tell us if any reports to which you refer were commissioned by you for use in connection with this registration statement and, if so, please file the consent as an exhibit.

In response to the Staff’s comment, the Company has attached as Appendix 1 to this letter copies of the materials that support the
third-party statements that appear in the Registration Statement, marked in accordance with the Staff’s request. In addition, the Company has updated the disclosure throughout the Registration Statement to identify International Data
Corporation, or IDC, as the “industry source” referenced in the Staff’s comment above. The Company advises the Staff that none of the reports referenced in the Registration Statement were commissioned by the Company. The Company
further advises the Staff that, with respect to the “IDC GMV Report” referenced on the table of contents page and pages 1, 86 and 132, among others, IDC undertook an

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industry study of GMV upon the request of the Company. The Company paid a fee in connection with this report. IDC prepared the report independently. Because of the independent nature of the
report, IDC does not view it as a commissioned report. The Company understands that IDC has made the report publicly available for a subscription fee and that going forward, IDC will continue to regularly update and publish this report or similar
reports. The Company has clarified the foregoing on the table of contents page and has filed IDC’s consent as Exhibit 23.4 of Amendment No. 1.

Our Business, page 1

2.
Please disclose the basis upon which you characterize Alipay as your “related company.” In this regard, we note your statement on page 10 that you “do not have any ownership interest in, or control
over” Alipay and your statement on page F-33 that you have not “consolidated or equity accounted for the entities engaging in Payment Services because [you have] no direct and indirect investment in and [do] not control or have significant
influence over Alipay Holdco, Alipay and their subsidiaries.”

 In response to the Staff’s comment, the
Company has added disclosure on page 2 to clarify the basis upon which it considers Alipay a related company.

 Our Key Metrics, page 2

Our Scale and Size, page 3

3.
Regarding the “countries where buyers are located” information in the footnote, please place this information in context by clarifying why the 190+ number is significant. In this regard we note, for
example, that by revenue, international commerce appears to be of declining significance to you.

 In response to the
Staff’s comment, the Company has added additional context in the footnote on pages 4 and 135. Supplementally, the Company advises the Staff that the global reach of the Company is relevant to the Company’s disclosures in that, as disclosed
in “Our Strategies”, cross-border commerce is expected to be one of the key areas of the Company’s focus going forward.

 Our
Strategies, page 6

4.
Please disclose what you mean by “natural cross-border linkages” in this context. We note the example you provide, but it remains unclear why such linkages are “natural” and why
“natural” linkages are advantageous.

 In response to the Staff’s comment, the Company has revised the
relevant language on page 8 to clarify the disclosure.

 SIMPSON THACHER & BARTLETT

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 Alibaba Partnership, page 7

5.
Please disclose in the first bullet in the bulleted list at the bottom of page 7 with whom new partners must have “not less than five years of tenure.”

In response to the Staff’s comment, the Company has provided the requested disclosure on page 9.

6.
Please disclose that you expect to enter into voting agreements with SoftBank and Yahoo in connection with this offering, in which you expect SoftBank and Yahoo to agree to vote their shares in favor of the
Alibaba Partnership nominees, and whether such agreements will assure shareholder approval of the Alibaba Partnership nominees.

In response to the Staff’s comment, the Company has provided the requested disclosure on page 9.

Corporate History and Structure, page 8

7.
Please include in the timeline beginning on page 8 the separation of Alipay from Alibaba Group.

In response to the Staff’s comment, the Company has added the requested disclosure on page 10.

8.
Please disclose in this section the amount of assets held by your VIEs and the amount of revenue generated by such VIEs.

In response to the Staff’s comment, the Company has added the requested disclosure on page 11.

Conventions that Apply to this Prospectus, page 9

9.
Please consider adding here, or in appropriate place in your prospectus, the following references: ISV and SME, as you reference these terms on pages 3 and 59 without explaining the meaning of such terms.

 In response to the Staff’s comment, the Company has added the definitions of ISV and SME to the conventions section on
page 12.

 Summary Consolidated Financial and Operating Data, page 14

10.
We note your disclosure of pro forma earnings per share on page F-51. Since this pro forma amount best represents the capital structure into which your investors will buy, please consider disclosing pro forma
earnings per share wherever historical earnings per share is presented, such as on pages 15, 77 and F-3.

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 In response to the Staff’s comment, the Company has added the requested disclosure to
pages 17, 81 and F-3.

 Risk Factors, page 20

We rely on Alipay to conduct substantially all of the payment processing, page 23

11.
Please describe the impact of the “lower limits” that certain large commercial banks in China imposed on amounts that may be transferred by automatic payment from customers’ bank accounts to
Alipay.

 In response to the Staff’s comment, the Company has added disclosure to page 26 to describe the impact
of the transfer limits set by certain large commercial banks in China.

 Industry Data and User Metrics, page 59

12.
You indicate that a limitation of calculating GMV is that it does not take into account how, or whether, the buyer and seller settle the transaction. Please tell us why your calculation of GMV does not include
only settled transactions and tell us how GMV provides material information about changes in your results. For example, we note from your disclosures beginning on page 84 that commission revenue is earned from fees based on a percentage of settled
GMV.

 The Company respectfully advises the Staff that, among e-commerce companies, it is the industry standard to
calculate GMV without taking into account the actual settlement of transactions.

 For instance, on page 5 of its most recent annual report
on Form 10-K filed with the Commission on January 31, 2014, eBay Inc. defined GMV as “the total value of all successfully closed items between users on our Marketplaces trading platforms …. during the applicable period,
regardless of whether the buyer and seller actually consummated the transaction.” (emphasis added) (See http://www.sec.gov/Archives/edgar/data/1065088/000106508814000010/ebay201310-k.htm). JD.com, a China-based e-commerce company,
on page 9 of the prospectus used in connection with its recent initial public offering, defined GMV as “the total value of all orders placed on our website and mobile applications, including orders for products and services placed in our online
direct sales business and on our online marketplace, regardless of whether the goods are sold or delivered or whether the goods are returned.” (emphasis added) (See
http://www.sec.gov/Archives/edgar/data/1549802/000104746914005115/a2220275z424b4.htm). The Company believes that its calculation of GMV, which is based on the value of confirmed orders, is in line with industry standards and is similar to the two
above referenced metrics in that settlement of the underlying transaction is not taken into account.

 SIMPSON THACHER & BARTLETT

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 The Company also advises the Staff that buyers and sellers settle their transactions through
the Company’s related company Alipay or through other means, including the use of cash payments. Accordingly, consistent with the practice followed by its peers in the e-commerce industry, the Company calculates GMV on the basis of transactions
entered into on its marketplaces regardless of whether there is settlement between the buyer and seller.

 The Company considers GMV to be
the key metric that provides material information about the Company’s business because it measures the activity level, growth and overall health of the Company’s marketplaces and ecosystem. Although the Company’s commission revenue is
based upon GMV settled through Alipay, the Company derives the majority of its revenues from other sources, including performance-based online marketing services that are not dependent on the actual settlement of transactions and which correlate
strongly with GMV. The Company believes that GMV, which is the key metric that management reviews, is a significant factor for investors in evaluating the performance of the Company’s marketplaces and business.

Use of Proceeds, page 60

13.
We note you intend to invest the net proceeds in short-term, interest bearing, debt instruments or bank deposits. Please expand to disclose whether the proceeds will be invested inside or outside of China and
disclose any restrictions in transferring the funds to China in dollars or RMB.

 In response to the Staff’s
comment, the Company has added disclosure on page 64 to clarify that it currently intends to use the net proceeds from the offering outside of China. The Company has also added disclosure explaining the relevant transfer restrictions that would be
applicable should it choose to transfer the funds into China in dollars or in Renminbi.

 Enforcement of Civil Liabilities, page 67

14.
Please disclose whether a treaty or other form of reciprocity exists between China and the Cayman Islands.

The Company has been advised by its PRC and Cayman Islands counsel that no such treaty or other form of reciprocity exists. In response to the
Staff’s comment, the Company has added the relevant disclosure to page 71.

 Our History and Corporate Structure, page 69

15.
 Please provide an organizational chart in which you identify the consolidated entities, the domicile of each of the entities, the parties to the
VIE contracts, the VIE shareholders, and their ownership percentages in the various entities. You may aggregate inconsequential and shell entities where appropriate. Please

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identify any relationships among the parties and indicate in the chart where you consolidate an entity’s net assets and/or operations through equity ownership versus contract.

 In response to the Staff’s comment, the Company has added to the disclosure on pages 76, 77 and 78 move details
concerning its material variable interest entities, including their identities, domicile, the parties to the VIE contracts and the VIE shareholders and their ownership percentages in the various entities. The Company notes that none of the variable
interest entities constitutes a significant subsidiary as defined under Rule 1-02 of Regulation S-X under the Securities Act.

 The Company
respectfully advises the Staff that, due to the large number (approximately 230) of subsidiaries and variable interest entities within its group, the Company does not believe that an organizational chart will be useful to investors, particularly in
light of the additional disclosure contained in Amendment No. 1. The Company further respectfully advises the Staff that it included a list of its significant subsidiaries, as such term is defined under Rule 1-02 of Regulation S-X under the
Securities Act, including name, country of incorporation and proportion of ownership interest, on pages 71 and 72 of the May 6 Filing pursuant to Item 4.C of Form 20-F.