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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

 Aug 6, 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:

 Further to telephone
discussions between members of Simpson Thacher & Bartlett and members of the staff of the Securities and Exchange Commission, Alibaba Group Holding Limited (the “Company”) encloses herewith for your review, on a pre-filing
supplemental basis, proposed changes to the disclosures in the Company’s Registration Statement on Form F-1 relating to a proposed restructuring of the Company’s relationship with Small and Micro Financial Services Company and Alipay that
the Company expects to implement in the immediate future (the “Restructuring”). Following the execution of the transaction documents relating to the Restructuring, the Company expects to revise the disclosure in the Registration
Statement on the basis of the enclosed proposed disclosure in a subsequent public filing and to file the material transaction documents as exhibits to the Registration Statement.

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

 The proposed disclosure enclosed for
the Staff’s review consist of: (i) Appendix 1 containing a blacklined extract of draft disclosure from the Related Party Transactions section (current pages 227 through 230 of the Registration Statement) showing the proposed changes
to the disclosure against the existing disclosure, (ii) Appendix 2 containing a clean version of the proposed draft disclosure for clarity; and (iii) Appendix 3 containing a draft of the proposed “Subsequent Event”
disclosure relating to the proposed restructuring including the contemplated accounting treatment.

 The Company would further propose to
schedule a telephone conference with the Staff to discuss the enclosed proposed disclosure to explain the details of the contemplated Restructuring and answer any questions the Staff may have prior to the Company’s filing the disclosure
following the execution of the transaction documents related to the Restructuring.

*    *    *    *    *

 -2-

 SIMPSON THACHER & BARTLETT

 If you have any question regarding
this letter or enclosures, please do not hesitate to contact me at +(852) 2514-7630 (work) or lchen@stblaw.com (email) or William H. Hinman at (650) 251-5120 (work) or whinman@stblaw.com (email) or Daniel Fertig at
+(852) 2514-7660 (work)
or dfertig@stblaw.com (email).

 Questions pertaining to accounting may also be directed to Benson Wong at +(852) 2289-1304 (work) or
benson.wb.wong@hk.pwc.com (email) or Ricky Shin at +(852) 2289-1356 (work) or ricky.w.shin@hk.pwc.com (email), both of PricewaterhouseCoopers, the independent registered public accounting firm of the Company.

Very truly yours,

/s/ Daniel Fertig for Leiming Chen

Leiming Chen

 Enclosures

cc:
Joseph C. Tsai, Executive Vice-chairman

 Jonathan Zhaoxi Lu, Chief Executive Officer

Maggie Wei Wu, Chief Financial Officer

Timothy A. Steinert, General Counsel

Alibaba Group Holding Limited

William H. Hinman, Jr.

 Daniel
Fertig

 Simpson Thacher & Bartlett LLP

William Y. Chua

 Jay Clayton

Sarah P. Payne

Sullivan & Cromwell LLP

Benson W.B. Wong

 Ricky W. Shin

 PricewaterhouseCoopers

 -3-

Appendix 1:
Proposed Disclosure in Related Party Transactions Blacklined to Show Changes Against Current Disclosure in the Registration Statement (current pages 227 through 230)

Proposed Revised Disclosure Relating to the Restructuring of

Relationship with Small and Micro Financial Services Company and Alipay

Agreements and Transactions Related to Small and Micro Financial Services Company and its Subsidiaries

Ownership of Small and Micro Financial Services Company and Alipay

We originally established Alipay in December 2004 to operate our payment services business. In June 2010, the PBOC issued new
regulations that required non-bank payment companies to obtain a license in order to operate in China. These regulations provided specific guidelines for license applications only for domestic PRC-owned entities. These regulations stipulated that,
in order for any foreign-invested payment company to obtain a license, the scope of business, the qualifications of any foreign investor and any level of foreign ownership would be subject to future regulations to be issued, which in addition would
require approval by the PRC State Council. Further, the regulations required that any payment company that failed to obtain a license must cease operations by September 1, 2011. Although Alipay was prepared to submit its license application in
early 2011, at that time the PBOC had not issued any guidelines applicable to license applications for foreign-invested payment companies (and no such guidelines have been issued as of the date of this prospectus). In light of the uncertainties
relating to the license qualification and application process for a foreign-invested payment company, our management determined that it was necessary to restructure Alipay as a company wholly-owned by PRC nationals in order to avail Alipay of the
specific licensing guidelines applicable only to domestic PRC-owned entities. Accordingly, we divested all of our interest in and control over Alipay in 2011, which resulted in deconsolidation of Alipay from our financial statements.
This action enabled Alipay to obtain a payment business license in May 2011 without delay and without any detrimental impact to our China retail marketplaces or to Alipay.

Following the divestment of our interest in and control over Alipay, effective in the first calendar quarter of 2011, the ownership structure
of Alipay’s parent entity, Zhejiang Alibaba E-CommerceAnt Small and Micro Financial Services Group Co., Ltd., which we refer to as Small and Micro Financial Services Company, a company organized under the laws of the
PRC, was changed such that Jack Ma held a substantial majority of the equity ownership interest in Small and Micro Financial Services Company. The ownership structure of Small and Micro Financial Services was recently further restructured and
currently its shares are heldapproximately 58% of its equity interests are held by Hangzhou Junhan Equity Investment Partnership, or Junhan, a PRC limited partnership, and approximately 42% by Hangzhou
Junao Equity Investment Partnership, or Junao, a PRC limited partnership.

 The general partner of Junhan and of
Junao is an entity 100% owned by Jack Ma. Theeconomic interests in Junhan are owned by Jack Ma, Simon Xie, who is one of our founders and a member of our management, and other
employees of our company and employees of Small and Micro Financial Services Company. The interests in Junhan held by other of ourthese employees and by employees are in the form of limited partnership
interests and interests similar to share appreciation rights with respect to potential appreciation in the value of Small and Micro Financial Services Company are in the form of interests similar to share
appreciation rights. The purpose of this recent transfer of these interests in Junhan to our employees and by employees of Small and Micro Financial Services Company is, in the case of
our employees, to align their interests more closely with those of Small and Micro Financial Services Company, and, in the case of transfers to the employees of
Small and Micro Financial Services Company, to incentivize such employees, as described in “Related Party Transactions — Share-based Awards to Our Employees by a Related Party.” The. The
economic interests in Junao are held in the form of limited partnership interests by certain members of the Alibaba Partnership.

 We understand that it is the intention of the shareholders of the Small and Micro Financial
Services Company that:

•

Jack Ma’s direct and indirect economic interest in Small and Micro Financial Services Company will be reduced over time to a percentage that does not exceed his and his affiliates’ interest in our company as
of the time immediately prior to the completion of this offering (the percentage of our ordinary shares heJack and his affiliates beneficially own immediately prior to the completion of this offering is 8.9%) and that this
reduction will be caused in a manner by which neither Jack nor any of his affiliates would receive any economic benefit. See “Related Party Transactions – Commitments of Jack Ma to Alibaba Group”;

•

from time to time, additional economic interests in Small and Micro Financial Services Company in the form of interests similar to share appreciation rights issued by Junhan will be transferred to our employees
and employees of Small and Micro Financial Services Company; and

•

Small and Micro Financial Services Company will raise equity capital from domestic Chinese investors in the future in order to finance its business expansion, with the effect that the shareholding of Junao and Junhan in
Small and Micro Financial Services Company will be reduced through dilution (the precise magnitudeamount of such dilution would depend on future valuations and the amount of equity capital to be raised), but it is the
intention that the combined ownership of Jack Ma, Junao and Junhan will continue to constitute a majority of the outstanding sharesequity interests of Small and Micro Financial Services Company.

An entity controlled by Jack Ma is theThe general partner of both Junao and Junhan is an entity 100% owned
by Jack Ma. As the general partner, hethis entity, and therefore indirectly Jack Ma, holds the voting rights of, while the limited partners hold economic interests in, each of Junao and Junhan.
Accordingly, Jack is able to exercise the voting power of Junao and Junhan as shareholders in Small and Micro Financial Services Company. We understand thatIf Junao and Junhan continue to hold a majority of the outstanding shares
of Small and Micro Financial Services Company, through the exercise of such voting power, Jack will continue to control a majority of voting interests in Small and Micro Financial Services Company.Shortly after the separation

 Our Relationship with Small and Micro Financial Services Company and Alipay through August 2014

ofAfter our divestment of our interest in and control over Alipay from us, we entered into a framework
agreement, in July 2011, or the 2011 framework agreement, among ourselves, Yahoo, SoftBank, Alipay, Small and Micro Financial Services Company, Jack Ma and Joe Tsai and certain of their affiliates. At the same time, we also
entered into various implementation agreements that included a commercial agreement and, or the Alipay commercial agreement, an intellectual property license and software technology service
agreement described below, or the Alipay IPLA, and a shared services agreement, which together governed our financial and commercial relationships with Small and Micro Financial Services Company and Alipay.

As described in more detail below, we restructured our relationship with Small and Micro Financial Services Company in August 2014 with the
approval of our board of directors and with the agreement of Yahoo, SoftBank, Alipay, Small and Micro Financial Services Company, Jack Ma and Joe Tsai and certain of their and our affiliates.

 FrameworkAlipay Commercial Agreement

Our relationship with Alipay is primarily governed through the framework agreement dated July 29, 2011, as amended on
November 15, 2012 and further amended on May 3, 2014, among ourselves, Yahoo, SoftBank, Alipay, APN Ltd., an entity owned by Jack Ma and Joe Tsai, Small and Micro Financial Services
Company, Jack and Joe, or the Framework Agreement.

 Under the Alipay commercial agreement among us, Alipay
and Small and Micro Financial Services Company, which agreement remains in place following the restructuring described below, Alipay provides payment processing and escrow services to us. These services enable secure settlement of transactions on
our marketplaces through a secure payment platform and escrow process. We pay Alipay a fee on terms that are preferential to us for such services. These preferential terms enable us, with certain exceptions, to make available basic payment
processing and escrow services to buyers and sellers on our marketplaces free of charge. We believe that these services provide us with a competitive advantage that otherwise would be diminished without the preferential terms of the Alipay
commercial agreement.

 The fees that we pay Alipay are based on fee rates and actual payment volumes processed on
our marketplaces. The fee rates reflect, among other things, Alipay’s bank-processing costs and operating costs allocable to the services provided to us, and accordingly are subject to adjustment to the extent
such costs increase or decline. The Alipay commercial agreement currently provides that the directors of our company designated by Yahoo and SoftBank approve the fee rates payable by us in advance on an annual
basis. In connection with the restructuring of our relationship with Small and Micro Financial Services Company, the Alipay commercial agreement was amended to provide that, after the completion of this offering, a special committee formed
by our independent directors and the director designated by SoftBank must approve the fee rates in advance on an annual basis. The fee rates for the immediately preceding year remain in effect until such time as
such annual approval by the special committee has been obtained. In fiscal years 2012, 2013 and 2014, we paid fees to Alipay totaling RMB1,307 million, RMB1,646 million and RMB2,349 million (US$378 million), respectively,
under this agreement. The Alipay commercial agreement has an initial term of 50 years, and is automatically renewable for further periods of 50 years, subject to our right to terminate at any time upon one year’s prior written notice. If the
Alipay commercial agreement is required by applicable regulatory authorities, including under stock exchange listing rules, to be modified in certain circumstances, a one-time payment may be payable to us by Small and
Micro Financial Services Company to compensate us for the impact of such adjustment. Under the terms of the Framework Agreement, we entered into a commercial agreement and an intellectual property and software technology services
agreement each as described below.

 2014 Restructuring of Our Relationship with Small and Micro Financial Services Company
and Alipay

 Upon the occurrence of certain liquidity events with respect to Alipay (which includes, subject to
certain conditions, an initial public offering of Alipay, a transfer of 37.5% or more of the equity interests of Alipay or a sale of all or substantially all of the assets of
Alipay), Small and Micro Financial Services Company will pay to us an amount equal to 37.5% of the equity value of Alipay achieved in such liquidity event, with a
minimum payment of US$2.0 billion and a maximum payment of US$6.0 billion, subject to certain increases and additional payments if no liquidity event
has occurred by the sixth anniversary of the date of the original agreement,