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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

 July 11, 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. 3 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, Amendment No. 3 (“Amendment No. 3”) to the Company’s Registration
Statement on Form F-1 (the “Registration Statement”).

 We enclose herewith 20 courtesy copies of Amendment No. 3, which has
been marked to show changes made to Amendment No. 2 to the Registration Statement filed with the Commission on June 26, 2014 (the “June 26 Filing”). We are requesting confidential treatment for the materials being submitted to
the Staff supplementally in response to comments 29, 31 and 33 of the letter dated July 3, 2014 (the “July 3 Comment Letter”) from the staff of the Commission (the “Staff”).

Leiming Chen  Philip M.J. Culhane  Daniel Fertig  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    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 Commission for
your prompt response to the Company’s request for comments.

 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 all
of the Staff’s comments contained in the July 3 Comment Letter by revising the June 26 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 June 26 Filing to include information and data reflecting new developments since the June 26 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 July 3 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. 3 where the disclosure addressing a particular comment appears.

*        *        *
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 Prospectus Summary, page 1

1.
We note your response to comment 1 in our letter dated June 2, 2014. Please also tell us whether you commissioned a report from Euromonitor International. If so, please file the consent of Euromonitor as an
exhibit. In this regard, we note the letter from Euromonitor contained in Appendix 1 to your letter dated June 16, 2014.

The Company advises the Staff that the report from Euromonitor cited in the Registration Statement was not commissioned by the Company. The
consent letter included in Appendix 1 to the Company’s response letter dated June 16, 2014 (the “June 16 Response Letter”) was part of Euromonitor’s standard contract required in connection with the purchase of a report.

 Our Business, page 1

2.
We note your revised disclosure in response to comment 2 in our letter dated June 2, 2014. Notwithstanding this disclosure, we remain concerned that the use of the description “related company”
implies a degree of control and commonality-of-interest that the agreements to which you cite do not appear to clearly support. In this regard, we note,  for example, that you rely on Alipay to conduct substantially all of the
payment processing and escrow services on your marketplaces but those marketplaces represented approximately 33.9% of Alipay’s total payment volume in fiscal year 2014. This suggests to us that Alipay has potentially significant business
interests beyond the Alibaba ecosystem. We also note that since Alipay’s separation from you in 2011, you do not have any ownership interest in, or control over, Alipay. In view of the foregoing, it does not appear appropriate for you to
continue to characterize Alipay as your “related company.” Please revise your prospectus accordingly.

SIMPSON THACHER & BARTLETT

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 In response to the Staff’s comment, the Company has revised the Registration Statement
throughout to remove the references to Alipay as a “related company.”

3.
Please disclose in this section, if true, that you do not allocate revenue by marketplace.

In response to the Staff’s comment, the Company has added a statement on page 2 to clarify that it does not allocate revenue among each
of its China retail marketplaces. As disclosed in Note 5 on page F-36, the Company allocates revenue by retail and wholesale marketplaces in China and internationally, respectively.

Alibaba Partnership, page 8

4.
We note your disclosure that you expect the Alibaba Partnership to designate four nominees to your board of directors upon completion of the offering. Please disclose in this section the following:

•

the right of the partnership, in its sole discretion, and without the need for any additional shareholder action or approval, to appoint additional directors as necessary to ensure that directors nominated or
appointed by the partnership comprise a simple majority of your board.

•

the basis for your expectation as to the number of nominees the partnership intends to designate to your board of directors upon completion of this offering.

•

a clear explanation of the way in which the partnership’s ability to appoint additional directors could increase the size of your board. For example, assuming the partnership designates four nominees to your
initial board of nine directors, if the partnership subsequently desired to have a simple majority, it appears the partnership would have the right to appoint two additional directors, such that the board would then be comprised of 11 directors, six
of whom would have been appointed or nominated by the partnership.

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

SIMPSON THACHER & BARTLETT

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 Corporate History and Structure, page 10

5.
We note your response to comment 15 in our letter dated June 2, 2014, as well as your revised disclosure. This disclosure notwithstanding, in view of the complexity of your organizational structure, we
continue to believe that an organizational chart visually representing the key relationships among your subsidiaries and variable interest entities would provide material information for investors. Please add such a chart to the prospectus summary.

 In response to the Staff’s comment, the Company has added a chart and explanatory footnotes on pages 11 and
12 to show its significant subsidiaries and VIEs that are material to its business, and the relationships among the subsidiaries, VIEs and VIE equity holders.

Risk Factors, page 22

 We rely on Alipay to
conduct substantially all of the payment processing…, page 25

6.
We note that you disclose your dependence upon Alipay and your indication that Alipay provides payment services on terms preferential to you. Please revise your disclosure to highlight the risk that there is no
assurance that Jack Ma, in light of his voting control over Small and Micro Financial Services Company, will act in your interests in the event that the payment processing terms are modified such that they are less preferential and possibly much
more costly to you. In this regard, we note your response to comment 74 of our letter dated June 2, 2014 in which you indicate that because “you are not able to exert control over Alipay’s operations, there is increased uncertainty of
the future cash flow stream…” Please present this risk as a separate risk factor.

 In response to the
Staff’s comment, the Company has added the requested risk factor on page 28.

 We and Alipay are subject to regulation…, page 34

7.
To provide better context for these risks, please revise this risk factor, the risk factor on page 25 (“We rely on Alipay.”), and the risk factor on page 45 (“The equity holders.”) to briefly
describe the separation of Alipay from your company in 2011.

 In response to the Staff’s comment, the Company
has revised the referenced risk factors on pages 26 and 37. The Company advises the Staff that the first description of the Company’s divestment of its interests in and control over Alipay in the risk factor on page 26 is more detailed for the
convenience of the readers, whereas the additional disclosure on page 37 is abbreviated to avoid repetition. With respect to the risk factor starting on page 48 (“The equity holders…”), the Company respectfully advises the Staff that,
as discussed in more detail in the Company’s response to comment 8 below, it does not believe that the divestment of its interests in and control over Alipay was an example of a conflict of interest.

SIMPSON THACHER & BARTLETT

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 The Alibaba Partnership and related voting agreements…, page 41

8.
We note your response to comment 50 in our letter dated June 2, 2014, as well as your revised risk factor disclosure to describe potential conflicts of interest between the Alibaba Partnership and investors.
We believe the following revisions are necessary to clarify the nature of this risk:

•

 present your new conflicts of interest disclosure as a separate risk factor that is focused on the risk, as the risk factor to which you have added this disclosure is focused on the director nomination and
election risk.

 In response to the Staff’s comment, the Company has added the requested risk factor on page
45.

•

in the new conflicts risk factor, to illustrate how a conflict of this type has arisen in your past, please provide a brief description of the separation of Alipay from your company in 2011 and the resulting
dispute that the manner of the separation engendered among Alibaba’s management, Yahoo and Softbank.

 The
Company respectfully advises the Staff that the decision to divest the Company’s interests in and control over Alipay to eliminate foreign control and the subsequent entry into the Framework Agreement were actions taken at the Company level,
and did not involve deliberations or actions taken by the Alibaba Partnership. Following the divestment of the Company’s interests in and control over Alipay, deliberations regarding the consideration and ongoing commercial and operational
relationship that was to be in effect going forward between the Company, Alipay and its parent entity were conducted among the Company, Jack Ma, Joe Tsai, the Company’s two major shareholders SoftBank and Yahoo and Alipay, and resulted in those
parties entering into the Framework Agreement. Moreover, as disclosed in the Registration Statement, the decision by the Company to divest its interests in and control over Alipay was made in light of PBOC regulations issued in June 2010 that
required non-bank payment companies to obtain a payment business license before September 1, 2011, but which deferred the issuance of specific regulations applicable to foreign-invested payment entities. Accordingly, the Company respectfully
advises the Staff that these events do not illustrate a conflict related to the Alibaba Partnership. As noted in the Company’s response to comment 7 above, the Company has added disclosure on page 26 regarding the sequence of the events that
comprised the divestment of Alipay.

 If the PRC government deems that the contractual arrangements…, page 43

9.
In this risk factor, as well as both risk factors on page 44 (“Our contractual arrangements…” and “[a]ny failure by our variable interest entities…”), you refer to uncertainties
regarding the interpretation and application of current PRC laws, rules and regulations as well as uncertainties in the PRC legal system generally. Please revise these risk factors to  provide more clarity for these uncertainties so that the
disclosure clearly conveys the risk to investors. For example, if  feasible, it may be useful to describe various types or categories of uncertainties, especially if they have different risks associated with them, whether with respect to
magnitude of potential harm, probability of occurrence or ability to cure or obtain remedy. Similarly, reference to specific examples, to the extent available, might also serve to illustrate the risks associated with these uncertainties. In this
regard, we note your disclosure that the contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures.

 SIMPSON THACHER & BARTLETT

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 In response to the Staff’s comment, the Company has enhanced the disclosure in the
referenced risk factor as well as the disclosure in other corporate structure-related risk factors on pages 46, 47 and 48.

 We may lose the ability
to use, or otherwise benefit from…, page 45

10.
As you note in the body of this risk factor that should the risk be realized “[you] may be unable to conduct some or all of [y]our business operations [emphasis added],” please revise the heading of the
risk factor to convey this potential consequence (i.e., the inability to conduct any of your business operations).

In response to the Staff’s comment, the Company has revised the risk factor heading on page 48.

Our History and Corporate Structure, page 73

11.
Please add to the timeline on page 73 the separation of Alipay from your company in 2011.

In response to the Staff’s comment, the Company has revised the timeline on page 76.

Our History with SoftBank and Yahoo, page 75

12.
Please provide additional disclosure regarding the factors that led to the share repurchase agreement with and restructuring of the TIPLA with Yahoo in 2012. In doing so, please address the way in which your
separation of Alipay resulted in changes to your relationship with Yahoo.

 In response to the Staff’s comment,
the Company has added disclosure on page 78 to address the reasons for the share repurchase and restructuring of the TIPLA. As noted in the additional disclosure, the share repurchase arrangements and restructuring of the TIPLA were commercial
arrangements negotiated between the Company and Yahoo on an arm’s length basis. These arrangements were unrelated to the Company’s divestment of its interests in and control over Alipay and the subsequent entering into the Framework
Agreement. The Company respectfully advises the Staff that it does not believe that its divestment of Alipay resulted in any persistent negative impact on its relationship with Yahoo, and today both companies continue to enjoy the benefits of a
strong and mutually beneficial relationship.

SIMPSON THACHER & BARTLETT

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 Selected Operating Data, page 84

13.
We note your response to comment 18 in our letter dated June 2, 2014. In order for these operating metrics to assist investors’ understanding of trends in your results over time, we continue to believe
you should present