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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

+852-2514-7660

 E-MAIL ADDRESS

dfertig@stblaw.com

 August 12, 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. 4 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. 4 (“Amendment No. 4”) to the Company’s Registration
Statement on Form F-1 (the “Registration Statement”).

 We enclose herewith 20 courtesy copies of Amendment No. 4, which is
marked to show changes made to Amendment No. 3 to the Registration Statement (“Amendment No. 3”) filed with the Commission on July 11, 2014 (the “July 11 Filing”).

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 staff of the
Commission (the “Staff”) 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 Registration Statement and market conditions, commencing its road show activities immediately after September 1, 2014 and completing the initial public offering in the
third week of September 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 comments contained in both the letter dated July 11, 2014 (the “July 11 Comment
Letter”) and the letter dated August 1, 2014 (the “August 1 Comment Letter”), each from the Staff by revising the July 11 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 July 11 Filing to include
information and data reflecting new developments since the July 11 Filing as well as generally to update the Registration Statement. In particular, as discussed with the Staff by telephone, the Company has updated the disclosure to describe
recent updates to the Company’s contractual arrangements with Small and Micro Financial Services Company and Alipay, both in Amendment No. 4 in particular on pages 105, 106 and 231 through 242 as well as under the section “Subsequent
Events” in the F-pages. The Company is also providing supplemental information to the Staff regarding the restructuring of such contractual arrangements at the end of this letter following all responses to the July 11 and August 1
Comment Letters.

 Set forth below are the Company’s responses to the Staff’s comments in the July 11 Comment Letter and the
August 1 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. 4 where
the disclosure addressing a particular comment appears.

*    *    *    *    *

 SIMPSON THACHER & BARTLETT

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 RESPONSES TO JULY 11 COMMENT LETTER:

General

1.
We note the disclosure on page 226 regarding the RMB6.5 billion loan arrangement with Simon Xie. We also note that a company controlled by Jack Ma will serve as a general partner of the PRC partnership that will
receive indirectly the proceeds of such loan. Please provide us with a detailed analysis of the nature of the loan and the extent to which the provisions of Section 13(k) of the Exchange Act are applicable to the loan. Your analysis should
address both Mr. Xie and Mr. Ma.

 The Company refers the Staff to Exhibit 10.29 filed with Amendment
No. 1 to the Registration Statement, which is the loan agreement (the “Loan Agreement”) between Zhejiang Tmall Technology Co., Ltd. (“Zhejiang Tmall”), the wholly owned subsidiary of the Company that is acting as lender and
Simon Xie as borrower referenced in the Staff’s comment.

 As detailed in the analysis set forth in this response, the proposed loan
arrangement between Zhejiang Tmall and Simon Xie, the proceeds of which will be used to fund Mr. Xie’s proposed investment, as a limited partner, in Hangzhou Yunxi Investment Partnership Enterprise (L.P.) (“Yunxi Partnership”)
and subsequent investment by Yunxi Partnership in Wasu Media Holding Co., Ltd. (“Wasu”), is being done in furtherance of the business interests of the Company, as extending the loan has facilitated the Company’s entering into a
strategic alliance with Wasu. Alibaba (China) Co., Ltd. (“Alibaba (China)”), a wholly owned subsidiary of the Company, entered into a strategic cooperation agreement with a major shareholder of Wasu on April 8, 2014 as part of the
Company’s efforts to expand digital entertainment content available to its customers. Given that the Loan Agreement was entered into in furtherance of the Company’s business interests and implementation of its digital entertainment
strategy, the Company concluded that the proposed loan to Mr. Xie is not a “personal loan” as that term is used in Section 13(k) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and accordingly
will be in compliance with Section 13(k) of the Exchange Act with regards to both Mr. Xie (even if he were a member of the Company’s senior management or an executive officer or an equivalent thereof) and Mr. Ma (even if such
loan were “to or for” him as a director or executive officer of the Company).

 In addition to the analysis that the proposed
loan to Mr. Xie is not a “personal loan” under Section 13(k) of the Exchange Act, the Company further notes that Mr. Xie is neither a member of the Company’s “senior management” as defined in Instruction F of
Form 20-F nor an “executive officer” (or an equivalent thereof) as the term is used in Section 13(k) of the Exchange Act, and accordingly, the proposed loan would not constitute a loan “to or for any director or executive
officer (or equivalent thereof) of that issuer.” Mr. Xie is one of five vice presidents who work on the Company’s domestic China investment team, where he is involved in helping the Company identify and execute various
investments in China. None of the five vice presidents are “senior management” or “executive officers.” Regarding Mr. Ma, his de minimis capital contribution to the general partnership of Yunxi Partnership has not
been and will not be funded from the proceeds of the loan to Mr. Xie. Moreover, Mr. Ma’s economic interest in Yunxi Partnership is limited to the return of his capital contribution as was previously disclosed on page 103 of Amendment
No. 3. Accordingly, Mr. Ma himself will derive no personal benefit from the loan to be extended to Mr. Xie, and the Company respectfully submits that, in the case of Mr. Ma, there would not be any loan “to or
for any director or executive officer (or equivalent thereof) of that issuer.”

 SIMPSON THACHER & BARTLETT

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 Nature of the Loan Agreement

As described on pages 157 and 158 of Amendment No. 3, digital entertainment services are available on Taobao Marketplace and digital items
are available for sale by Taobao Marketplace merchants. Moreover, as disclosed throughout the Registration Statement, including in the two strategies titled “Expand Categories and Offerings” and “Extend our Mobile Leadership” on
pages 149 and 150 of Amendment No. 3, the Company is pursuing a strategy to expand digital content channels on its marketplaces.

Wasu is a prominent Chinese digital media broadcasting and distribution company whose shares are listed on the Shenzhen Stock Exchange. The
Company believes that pursuing a strategic alliance with Wasu will help further its strategic goals by giving the Company and its ecosystem participants greater access to Wasu’s digital media broadcasting and distribution channels.

Due to regulatory restrictions on foreign ownership in the media broadcasting and distribution industry in China, the Company is unable to
make an equity investment in Wasu. Accordingly, the Company proposed to enter into a strategic alliance with Wasu, and the Company has, as noted above, already entered into a strategic cooperation agreement with a major shareholder of Wasu as part
of this strategy. Zhejiang Tmall’s granting of the loan to Mr. Xie facilitates the Company’s pursuit of its strategy of expanding digital content.

Mr. Xie will use the proceeds from the loan to fund his investment, as a limited partner, in the Yunxi Partnership and subsequently
invest through Yunxi Partnership in Wasu. Yunxi Partnership’s proposed investment in Wasu is currently going through the regulatory approval process. The proposed loan will not be funded until the completion of that process.

Under the contemplated arrangement, following receipt of the relevant approvals and the funding of the loan, Mr. Xie will acquire a
limited partnership interest in Yunxi Partnership representing 99.0055% of the economic interest in the partnership. Jack Ma and Simon Xie will hold 99% and 1%, respectively, of the interests in Hangzhou Yunhuang Investment Management Co., Ltd.
(“Yunhuang”), one of the general partners of Yunxi Partnership. Yunhuang, as general partner, will hold 0.0002% of the economic interests in Yunxi Partnership. The proceeds of the loan will not be used to fund Mr. Ma’s or
Mr. Xie’s capital contributions into Yunhuang. Yuzhu Shi, the founder, chairman and a principal shareholder of Giant Interactive, a China-based online game company that was previously listed on the Nasdaq Stock Market, is a second general
partner and the executive partner of Yunxi Partnership and holds 0.9943% of the economic interests of Yunxi Partnership with contribution from his own funds. Mr. Ma, through his control of Yunhuang, and Mr. Shi, as the other general
partner and executive partner (which is an administrative role similar to the legal representative of a company) of Yunxi Partnership, will jointly control the investment in Wasu.

 SIMPSON THACHER & BARTLETT

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 The proposed loan arrangement between Zhejiang Tmall and Simon Xie to fund the investment has
helped the Company to complete the strategic cooperation agreement with a major shareholder of Wasu and to establish a strategic alliance with Wasu in a timely manner in a highly competitive industry.

The Company notes that, among other provisions, the Loan Agreement stipulates that:

•

Mr. Xie will pay Zhejiang Tmall interest on the full loan amount at an annual compounded rate of 8% (Section 4 of the Loan Agreement);

•

Mr. Xie will use any distribution he receives from the Yunxi Partnership to repay the loan proceeds to Zhejiang Tmall (Section 5.3 of the Loan Agreement).

•

Mr. Xie will procure for Zhejiang Tmall:

•

a pledge of Mr. Xie’s interests in Yunxi Partnership in favor of Zhejiang Tmall;

•

a pledge of all of the assets of Yunxi Partnership (i.e., including its shareholdings in Wasu) in favor of Zhejiang Tmall; and

•

a pledge of any other property of Mr. Xie as collateral for the loan or a guarantee by a third party in each case as agreed between Zhejiang Tmall and Mr. Xie. (Section 6 of the Loan Agreement)

 Analysis of Exchange Act Section 13(k)

Section 13(k) of the Exchange Act makes it “unlawful for any issuer (as defined in section 2 of the Sarbanes-Oxley Act of 2002),
directly or indirectly, including through any subsidiary, to extend or maintain credit, to arrange for the extension of credit, or to renew an extension of credit, in the form of a personal loan to or for any director or executive officer (or
equivalent thereof) of that issuer.”

 The purpose of the prohibition on such loans is to avoid the use of company assets for the
benefit, not of the company, but of its officers or directors in their personal capacities. A “personal loan” is understood not to include any loan whose primary purpose, from the perspective of the issuer, is to advance the business of
the issuer, rather than merely benefiting employees and directors of the issuer.1

1
See “Sarbanes-Oxley Act: Interpretive Issues Under §402 – Prohibitions of Certain Insider Loans”, a memorandum dated October 15, 2002 prepared by a group of 25 law firms, including Simpson
Thacher & Bartlett LLP and Sullivan & Cromwell LLP.

 SIMPSON THACHER & BARTLETT

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 The Company’s purpose in entering into the Loan Agreement was to facilitate Alibaba,
through its affiliates, to enter into strategic business arrangements with Wasu as part of the Company’s digital entertainment strategy. The Company’s purpose in entering into the Loan Agreement was not to benefit Mr. Xie or
Mr. Ma personally. The Company decided that the extension of a loan to Mr. Xie that would be used to fund an investment in Wasu was the best way to execute the Company’s strategy in this area under the current PRC regulatory
environment.

 The interest payment, guarantee and pledge provisions of the Loan Agreement reflect the intention of the Company to secure a
benefit for the Company itself and not to provide a personal benefit to Mr. Xie. Other than the Loan Agreement, there are no other agreements or arrangements between Zhejiang Tmall, Mr. Xie, Mr. Ma, Yunhuang and Yunxi Partnership in
respect of the proposed investment in Wasu. Moreover, the strategic cooperation agreement between a major shareholder of Wasu and Alibaba (China) further demonstrates that the proposed extension of credit to Mr. Xie was made in connection with
the pursuit of the Company’s business goals.

 Accordingly, the Company concluded, and respectfully advises the Staff that the loan to
be granted under the Loan Agreement to Mr. Xie is not a “personal loan” that would be unlawful under Section 13(k) of the Exchange Act. Furthermore, as detailed in the response to the Staff’s comment 3 in the July 11
Letter, Mr. Xie is not a director or executive officer (or the functional equivalent) of the Company or its subsidiaries, and accordingly, the extension of credit would also not constitute a loan “to or for any director or executive
officer (or equivalent thereof) of that issuer.”

 With regard to Mr. Ma, as noted above, the proceeds of the loan will not be
used to fund his de minimis equity interest in Yunhuang, one of the general partners of Yunxi Partnership. Moreover, as disclosed on page 101 of Amendment No. 3, Mr. Ma’s interest as a general partner is limited to the return
of his contributed capital. Therefore, the proposed loan is not a loan “to or for” him. Furthermore, even assuming that the proposed loan were “to or for” Mr. Ma owing to his role as the controlling shareholder of the
general partner of Yunxi Partnership, the Company again notes that the proposed loan is not a “personal loan” for the reasons stated above.

 SIMPSON THACHER & BARTLETT

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 Risk Factors, page 22

The equity holders, directors and executive officers, page 45

2.
Please address in this risk factor any potential material conflicts of interest between you and Simon Xie and expand this risk factor to discuss any potent