SecProbe.io

CORRESP
 1
 filename1.htm

 September 2, 2025

 VIA EDGAR

 U.S. Securities & Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-3720

 Attention:
 Mr. Brian Fetterolf

 Re:
 Alibaba Group Holding Limited

 Registration Statement on Form F-4

 Filed on July 21, 2025

 File No. 333-288794

 Ladies and Gentlemen:

 Pursuant to Rule 461
of Regulation C ("Rule 461") promulgated under the Securities Act of 1933, as amended, Alibaba Group Holding Limited
(the "Company") hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-4 (the
 "Registration Statement") be accelerated to, and that the Registration Statement become effective at, 9:00 A.M., Eastern Time
on September 4, 2025, or as soon as practicable thereafter.

 If there is any change in
the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making
an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461. Such request may
be made by an executive officer of the Company or by any attorney from the Company's U.S. counsel, Simpson Thacher & Bartlett
LLP.

 The Company requests that
it be notified of the effectiveness of the Registration Statement by telephone to Daniel Fertig of Simpson Thacher & Bartlett
LLP at +852-2514-7660 or via email at dfertig@stblaw.com.

 Very truly yours,

 Alibaba Group Holding Limited

 By:
 /s/ Kevin Jinwei ZHANG

 Name:
 Kevin Jinwei ZHANG

 Title:
 Company Secretary

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 28, 2025

Toby Hong Xu
Chief Financial Officer
Alibaba Group Holding Ltd
26/F Tower One, Times Square
1 Matheson Street, Causeway Bay
Hong Kong
People s Republic of China

 Re: Alibaba Group Holding Ltd
 Registration Statement on Form F-4
 Filed July 21, 2025
 File No. 333-288794
Dear Toby Hong Xu:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Brian Fetterolf at 202-551-6613 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Bruce Sun
</TEXT>
</DOCUMENT>

September 11, 2024
Toby Hong Xu
Chief Financial Officer
Alibaba Group Holding Limited
26/F Tower One, Times Square
1 Matheson Street, Causeway Bay
Hong Kong S.A.R. People’s Republic of China
Re:Alibaba Group Holding Limited
Form 20-F for Fiscal Year Ended March 31, 2024
File No. 001-36614
Dear Toby Hong Xu:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

CORRESP

 Simpson Thacher & Bartlett

 ICBC TOWER, 35TH FLOOR

3 GARDEN ROAD, CENTRAL

HONG KONG

TELEPHONE: +852-2514-7600

FACSIMILE: +852-2869-7694

 Direct Dial Number

+852-2514-7660

 E-mail Address

 dfertig@stblaw.com

 September 6,
2024     

 CONFIDENTIAL AND VIA EDGAR

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:

Ms. Valeria Franks

Ms. Suying Li

Re:

Alibaba Group Holding Limited

Form 20-F for Fiscal Year Ended March 31, 2024

Filed May 23, 2024

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 August 27, 2024
(the “August 27 Comment Letter”), relating to the Company’s annual report on Form 20-F for the fiscal year ended March 31, 2024 filed with the Commission on
May 23, 2024 (the “2024 Form 20-F”).

 Set forth below are the Company’s
responses to the Staff’s comments in the August 27 Comment Letter. The Staff’s comments are retyped below for ease of reference. We have included page numbers to refer to the location in the 2024 Form
20-F where the disclosure addressing a particular comment appears. The Company respectfully advises the Staff that where the Company proposes to add or revise disclosure in its future filings on Form 20-F in response to the Staff’s comments, the changes to be made will be subject to relevant factual updates and changes in relevant laws or regulations, or in interpretations thereof.

MICHAEL J.C.M. CEULEN

MARJORY J. DING

DANIEL FERTIG

ADAM C. FURBER

YI GAO

MAKIKO HARUNARI

IAN C. HO

JONATHAN HWANG

ANTHONY D. KING

JIN HYUK PARK

ERIK P. WANG

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

BRUSSELS

HOUSTON

LONDON

LOS ANGELES

PALO ALTO

SÃO PAULO

TOKYO

WASHINGTON, D.C.

 Simpson Thacher & Bartlett

September 6, 2024

-2-

 *  *  *  *

Form 20-F for Fiscal Year Ended March 31, 2024

Letter from Our Chairman and Our CEO to Shareholders

Capital Management, page iii

1.
 You present free cash flow, a non-GAAP financial measure,
without disclosing its most directly comparable GAAP measure, net cash provided by operating activities, with equal or greater prominence. Please revise your disclosure in accordance with the guidance in Item 10(e)(1)(i)(A) of Regulation S-K.

 The Company acknowledges the Staff’s comment and understands
the requirements under Item 10(e)(1)(i)(A) of Regulation S-K. The Company undertakes to disclose the most directly comparable GAAP financial measures, with equal or greater prominence, where non-GAAP financial measures are presented in its future annual reports on Form 20-F.

Item 5. Operating and Financial Review and Prospects

Non-GAAP Measures, page 131

2.
 Refer to footnote (1) to your reconciliation of
diluted earnings per share/ADS to non-GAAP diluted earnings per share/ADS on page 133. You refer to the non-GAAP adjustments presented in your reconciliation of net
income to non-GAAP net income for the description of all components included in the “non-GAAP adjustments to net income attributable to ordinary shareholders”
line item. However, the “non-GAAP adjustments to net income attributable to ordinary shareholders” amounts are inconsistent with the total of adjustments to reconcile net income to non-GAAP net income in all periods presented. Please tell us and expand footnote (1) to describe the difference between the
“non-GAAP adjustments to net income attributable to ordinary shares” and the adjustments to reconcile net income to non-GAAP net income.

 The Company respectfully advises the Staff that “Non-GAAP adjustments
to net income attributable to ordinary shareholders” presented in the reconciliation of diluted earnings per share/ADS to non-GAAP diluted earnings per share/ADS on page 133 refers to the total of
adjustments to reconcile net income to non-GAAP net income after excluding the amount of non-GAAP adjustments attributable to noncontrolling interests.

The Company will revise and expand footnote (1) in its future filings as follows:

(1)
 Non-GAAP adjustments excluding the attributions to noncontrolling
interests. See the table above for items regarding the reconciliation of net income to non-GAAP net income (before excluding the attributions to noncontrolling interests).

 Simpson Thacher & Bartlett

September 6, 2024

-3-

3.
 Your presentation of total segments adjusted EBITA on pages 131 and 135 appears to be a non-GAAP measure and should be reconciled to its most directly comparable GAAP measure. However, once reconciled it would appear such measure may include adjustments that are inconsistent with the applicable non-GAAP guidance. In this regard, adjusting for corporate “unallocated” expenses appears to present a non-GAAP measure that excludes normal, recurring, cash
operating expenses. Therefore, please revise to remove this measure from your filings. Refer to Item 10(e)(1)(i)(B) of Regulation S-K and Questions 104.04 and 100.01 of the
Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

The Company acknowledges the Staff’s comment and understands the requirements under Item 10(e)(1)(i)(B) of Regulation S-K and Questions 104.04 and 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

The Company will remove the “total segments adjusted EBITA” from its future filings.

*  *  *  *

If you have any question regarding the Company’s responses to the Staff’s comments, please do not hesitate to contact me at +852-2514-7660 (work), +852-6640-3886 (mobile) or dfertig@stblaw.com (email).

Very truly yours,

 /s/ Daniel Fertig

Daniel Fertig

cc:
 Eddie Yongming Wu, Chief Executive Officer

Toby Hong Xu, Chief Financial Officer

Sara Siying Yu, General Counsel

Alibaba Group Holding Limited

Jianbin Gao, Partner

 Roger
Huang, Partner

 Cynthia Ning, Partner

PricewaterhouseCoopers Zhong Tian LLP

August 27, 2024
Toby Hong Xu
Chief Financial Officer
Alibaba Group Holding Limited
26/F Tower One, Times Square
1 Matheson Street, Causeway Bay
Hong Kong S.A.R. People’s Republic of China
Re:Alibaba Group Holding Limited
Form 20-F for Fiscal Year Ended March 31, 2024
File No. 001-36614
Dear Toby Hong Xu:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for Fiscal Year Ended March 31, 2024
Letter from Our Chairman and Our CEO to Shareholders
Capital Management, page iii
1.You present free cash flow, a non-GAAP financial measure, without disclosing its most
directly comparable GAAP measure, net cash provided by operating activities, with equal
or greater prominence. Please revise your disclosure in accordance with the guidance in
Item 10(e)(1)(i)(A) of Regulation S-K.
Item 5. Operating and Financial Review and Prospects
Non-GAAP Measures, page 131
Refer to footnote (1) to your reconciliation of diluted earnings per share/ADS to non-
GAAP diluted earnings per share/ADS on page 133. You refer to the non-GAAP
adjustments presented in your reconciliation of net income to non-GAAP net income for
the description of all components included in the “non-GAAP adjustments to net income
attributable to ordinary shareholders” line item. However, the “non-GAAP adjustments to
net income attributable to ordinary shareholders” amounts are inconsistent with the total 2.

August 27, 2024
Page 2
of adjustments to reconcile net income to non-GAAP net income in all periods presented.
Please tell us and expand footnote (1) to describe the difference between the "non-GAAP
adjustments to net income attributable to ordinary shares" and the adjustments to reconcile
net income to non-GAAP net income.
3.Your presentation of total segments adjusted EBITA on pages 131 and 135 appears to be
a non-GAAP measure and should be reconciled to its most directly comparable GAAP
measure. However, once reconciled it would appear such measure may include
adjustments that are inconsistent with the applicable non-GAAP guidance. In this regard,
adjusting for corporate “unallocated” expenses appears to present a non-GAAP measure
that excludes normal, recurring, cash operating expenses. Therefore, please revise to
remove this measure from your filings. Refer to Item 10(e)(1)(i)(B) of Regulation S-K
and Questions 104.04 and 100.01 of the Non-GAAP Financial Measures Compliance
and Disclosure Interpretations.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Valeria Franks at 202-551-7705 or Suying Li at 202-551-3335 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
February 29, 2024
Eddie Yongming Wu
Chief Executive Officer
Alibaba Group Holding Limited
26/F Tower One, Times Square
1 Matheson Street, Causeway Bay
Hong Kong S.A.R.
People’s Republic of China
Re:Alibaba Group Holding Limited
Form 20-F for Fiscal Year Ended March 31, 2023
File No. 001-36614
Dear Eddie Yongming Wu:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

    Simpson Thacher &
                    Bartlett

    icbc
                    tower, 35th floor

    3 garden
    road, central

    hong
    kong

    telephone:
                    +852-2514-7600

    facsimile:
    +852-2869-7694

    Direct Dial Number

    +852-2514-7660

    E-mail Address

    dfertig@stblaw.com

    January 17, 2024

Confidential and via
edgar

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Ms. Jennifer
                           Thompson

                           Mr. Austin Pattan

                           Ms. Lyn Shenk

                           Mr. Abe Friedman

 Re: Alibaba Group Holding Limited

                                            Form 20-F for Fiscal Year Ended March 31, 2023

                                            Filed July 21, 2023

                                            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”
or “Alibaba”), 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, 2023 (the “December 18
Comment Letter”), relating to the Company’s annual report on Form 20-F for the fiscal year ended March 31,
2023 filed with the Commission on July 21, 2023 (the “2023 20-F”).

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. The Company respectfully advises the Staff that where the Company proposes to add or revise disclosure in its future filings
on Form 20-F in response to the Staff’s comments, the changes to be made will be subject to relevant factual updates and changes
in relevant laws or regulations, or in interpretations thereof. In particular, the Company respectfully advises the Staff that, since
the beginning of the current fiscal year ending March 31, 2024, the Company has implemented a new organizational and governance
structure that includes six major business groups and various other businesses (the “Reorganization”). The Company’s
six major business groups following the Reorganization are:

Simpson Thacher & Bartlett

Division of Corporation Finance

U.S. Securities and Exchange Commission

 -2- January 17, 2024

· Taobao
and Tmall Group;

· Alibaba
International Digital Commerce Group;

· Local
Services Group;

· Cainiao
Smart Logistics Network Limited;

· Cloud
Intelligence Group; and

· Digital
Media and Entertainment Group.

Accordingly, the Company’s segment reporting
has been updated to reflect how the Company’s chief operating decision maker reviews information under this new structure.

Form 20-F for Fiscal Year Ended March 31,
2023

Item 5. Operating and Financial Review
and Prospects

Non-GAAP Measures, page 131

 1. We
                                            have reviewed your response to prior comment 1. In your response you discuss how merchants
                                            view the various fees as a holistic package of services. While your customers may allocate
                                            their funds based on a holistic premise, it appears from your quarterly results that the
                                            Company's results may be materially impacted by the differing components of your customer
                                            management revenue. In particular, we noted from your Q3 2023 earnings release filed together
                                            with your Form 6-K on November 16, 2023 "Customer management revenue increased
                                            by 3% year-over-year, primarily due to the increase in merchant’s willingness to invest
                                            in advertising, partly offset by the modest decline in online GMV." We also noted from
                                            your Q3 2023 earnings release, the Company upgraded one of its key advertising platforms
                                            "with the aim of growing the number of merchants who advertise." It seems the sources
                                            of customer management revenues are impacted by differing factors, and can have differing
                                            impacts on your business. As such, it appears the sources of your customer management revenues
                                            may materially impact your china commerce segment. Please revise to separately quantify advertising
                                            and third-party commissions, or advise accordingly.

The Company respectfully advises the
Staff that the Company continues to hold that separately presenting marketing services revenue and commission revenue will not provide
investors with insights into the Company’s business trends, and is also not consistent with how the Company’s management
views and manages the business.

Taobao and Tmall Group offers merchants
a comprehensive solution comprised of a diverse array of products and services to enable them to attract, engage and retain consumers,
complete transactions, improve their branding and enhance operating efficiency. These products and services have differing fee structures,
including cost-per-click (CPC), cost-per-thousand impressions (CPM) and cost-per-sale (CPS) (i.e. fees charged based on the GMV transacted,
including commission on transactions), among others. The Company believes that merchants allocate their spending on the Company’s
marketplaces to maximize their return on investment, and the optimal mix of products and services differs from merchant to merchant,
and also changes from time to time depending on each merchant’s own strategy, marketing and operational needs. Accordingly, Taobao
and Tmall Group aims to offer merchants an integrated package that helps them optimize return on investment, rather than separately operating
different products and services or revenue streams. For instance, Taobao and Tmall Group’s Wanxiangtai is a comprehensive one-stop
marketing solution that integrates multiple tools and resources, such as P4P, search, recommendation feeds and live-streaming, and leverages
data and AI technologies to provide merchants with insight and help them optimize their return on investment.

Simpson Thacher & Bartlett

Division of Corporation Finance

U.S. Securities and Exchange Commission

 -3- January 17, 2024

As such, the Company believes that
the makeup of Taobao and Tmall Group’s customer management revenue within a period will not provide any meaningful information
to investors, because the revenue mix is merely the result of the aggregate mix of products and services purchased by merchants during
that period, which in turn reflects merchants’ views as to how to optimize their overall return on investment and can vary and
fluctuate from period to period. For example, merchants’ increased willingness to invest in advertising could drive growth in either
CPC revenue or CPS revenue, or both, depending on the types of products and services purchased by merchants. In other words, merchants’
willingness to invest in advertising affects the Company’s overall take rate, and is not specifically related to a particular type
of revenue.

Comparison of Fiscal Years 2022
and 2023, page 134

 2. We
                                            note your response to prior comment 3 and your proposed revised disclosure in Annex B of
                                            your response. You have added language that further describes the reasons for changes and
                                            have, in some instances, quantified percentage changes in certain factors. However, your
                                            revised disclosure does not provide sufficient information to determine the absolute impact
                                            of factors cited. For example, you state customer management revenue decreased 8% primarily
                                            due to a 5% decline in the volume of online physical goods GMV. It is not clear the extent
                                            to which the 5% decline in volume impacted customer management revenue because you provided
                                            a percentage of an amount that is not quantified. In addition, it does not appear you have
                                            quantified the extent to which changes are attributable to changes in prices or to changes
                                            in volumes or amount of products or services being sold. For example, you state direct sales
                                            increased 6% due to growth of Freshippo and Alibaba Health of 2.8% and 2.5%, but it is not
                                            clear how a financial statement user would determine the impact of each factor cited.

Therefore, we reissue our prior
comment. We believe your disclosure could be improved by:

 · relying
                                            on tables to present dollar and percentage changes in accounts, rather than including and
                                            repeating such information in narrative text form;

Simpson Thacher & Bartlett

Division of Corporation Finance

U.S. Securities and Exchange Commission

 -4- January 17, 2024

 · using
                                            tables to list, quantify, and sum all of the material individual factors to which changes
                                            in accounts are attributable;

 · refocusing
                                            the narrative text portion of the disclosure on analysis of the underlying business reasons
                                            for the individual factors in the tables above;

 · ensuring
                                            that all material factors are quantified and analyzed; and

 · quantifying
                                            the effects of changes in price, volume, and acquisitions on revenues and expense categories,
                                            where appropriate.

In response to the Staff’s comment,
in its future annual reports on Form 20-F, the Company will supplement its disclosure on Taobao and Tmall Group’s customer
management revenue to quantify the changes in GMV and take rate. The Company will also supplement its disclosure on direct sales revenue
if the effects of changes in prices or volumes of products or services being sold are material. The Company has further clarified the
way in which the percentages cited relate to and can be linked to quantified and disclosed financial numbers.  While not doing this
in the form of a table, the Company has enhanced the disclosure to enable investors to better understand the specific quantified amounts
of various changes cited. The Company believes that the material factors pertinent to the Company’s financial results and operating
performance have been disclosed and discussed.

For illustrative purpose, a copy of
the Company’s intended revised disclosure is set forth with revisions in Annex A. The Company will provide disclosure similar to
the revisions in Annex A in its future annual reports on Form 20-F.

Sales and Marketing Expenses, page 138

 3. We
                                            have reviewed your response to prior comment 4. To the extent known, please further revise
                                            to provide quantification of your decrease in sales and marketing expenses from specific
                                            segments or individual businesses which had material impacts on your consolidated sales and
                                            marketing expenses.

The Company respectfully advises the
Staff that the 15% decrease in sales and marketing expenses excluding share-based compensation was primarily the result of improved operating
efficiency and cost optimization from its China Commerce segment (before the Reorganization), which led to a significant decline in marketing
and promotional expenses.

Simpson Thacher & Bartlett

Division of Corporation Finance

U.S. Securities and Exchange Commission

 -5- January 17, 2024

A copy of the Company’s intended revised disclosure
is set forth with revisions in Annex B.

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 202

 4. We note your response to prior comment 8, including Annex
                                            D, and have the following comments:

 · With
                                            respect to your disclosures under Item 16I(b)(2), please amend your Form 20-F to disclose
                                            and quantify any ownership interests held by governmental entities, including any ownership
                                            interests held by state-owned enterprises, in you and your consolidated operating entities.
                                            In particular, we note your statement that “less than 20 other consolidated entities
                                            in [y]our direct sales, sports-related, logistics and other businesses have governmental
                                            ownership” and that these entities, in the aggregate, would not be a significant subsidiary
                                            as defined in rule 1-02(w) of Regulation S-X. When you amend your filing, please
                                            provide additional detail beyond what was contained in your response about the governmental
                                            ownership interests in these entities that do not constitute significant subsidiaries in
                                            each relevant jurisdiction, along with information about the relative impact of these entities
                                            on your financial statements.

 · With
                                            respect to your disclosures under Item 16I(b)(5), please confirm in your supplemental response,
                                            if true and without qualification, that your articles of incorporation and the articles of
                                            your consolidated foreign operating entities do not contain wording from any charter of the
                                            Chinese Communist Party. Please note that neither Form 20-F nor our Release No. 34-93701
                                            limit the required disclosure to significant subsidiaries as defined in rule 1-02(w) of
                                            Regulation S-X.

In response to the Staff’s
comment with respect to the disclosures required under Item 16I(b)(2), the Company provided further details of its subsidiaries and
consolidated entities with governmental ownership, including the jurisdiction of these subsidiaries and entities and of the relevant
governmental entities, percentage of governmental ownership in these subsidiaries and entities, and the revenue contributions of
these subsidiaries and entities on a standalone basis (aggregated by business lines) in Fiscal Year 2023. A copy of the
Company’s intended revised disclosure is set forth with revisions in Annex C. The Company respectfully advises the Staff that
the Company relied on public databases to determine governmental ownership in its PRC subsidiaries and consolidated entities, but
such databases are not available for the Company’s overseas subsidiaries and consolidated entities. The Company leveraged
other publicly ava

United States securities and exchange commission logo
December 18, 2023
Eddie Yongming Wu
Chief Executive Officer
Alibaba Group Holding Limited
26/F Tower One, Times Square
1 Matheson Street, Causeway Bay
Hong Kong S.A.R.
People’s Republic of China
Re:Alibaba Group Holding Limited
Form 20-F for Fiscal Year Ended March 31, 2023
Response dated November 27, 2023
File No. 001-36614
Dear Eddie Yongming Wu:
            We have reviewed your November 27, 2023 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our September 27, 2023
letter.
Form 20-F for Fiscal Year Ended March 31, 2023
Item 5. Operating and Financial Review and Prospects
China Commerce, page 120
1.We have reviewed your response to prior comment 1. In your response you discuss how
merchants view the various fees as a holistic package of services.  While your customers
may allocate their funds based on a holistic premise, it appears from your quarterly results
that the Company's results may be materially impacted by the differing components of
your customer management revenue.  In particular, we noted from your Q3 2023 earnings
release filed together with your Form 6-K on November 16, 2023 "Customer management
revenue increased by 3% year-over-year, primarily due to the increase in merchant’s
willingness to invest in advertising, partly offset by the modest decline in online GMV."

 FirstName LastNameEddie Yongming Wu
 Comapany NameAlibaba Group Holding Limited
 December 18, 2023 Page 2
 FirstName LastName
Eddie Yongming Wu
Alibaba Group Holding Limited
December 18, 2023
Page 2
We also noted from your Q3 2023 earnings release, the Company upgraded one of its key
advertising platforms "with the aim of growing the number of merchants who advertise."
It seems the sources of customer management revenues are impacted by differing factors,
and can have differing impacts on your business. As such, it appears the sources of your
customer management revenues may materially impact your china commerce
segment. Please revise to separately quantify advertising and third-party commissions, or
advise accordingly.
Comparison of Fiscal Years 2022 and 2023, page 134
2.We note your response to prior comment 3 and your proposed revised disclosure in Annex
B of your response.  You have added language that further describes the reasons for
changes and have, in some instances, quantified percentage changes in certain factors.
However, your revised disclosure does not provide sufficient information to determine the
absolute impact of factors cited.  For example, you state customer management revenue
decreased 8% primarily due to a 5% decline in the volume of online physical goods
GMV.  It is not clear the extent to which the 5% decline in volume impacted customer
management revenue because you provided a percentage of an amount that is not
quantified.  In addition, it does not appear you have quantified the extent to which changes
are attributable to changes in prices or to changes in volumes or amount of products or
services being sold.  For example, you state direct sales increased 6% due to growth of
Freshippo and Alibaba Health of 2.8% and 2.5%, but it is not clear how a financial
statement user would determine the impact of each factor cited.

Therefore, we reissue our prior comment. We believe your disclosure could be
improved by:

•relying on tables to present dollar and percentage changes in accounts, rather than
including and repeating such information in narrative text form;
•using tables to list, quantify, and sum all of the material individual factors to which
changes in accounts are attributable;
•refocusing the narrative text portion of the disclosure on analysis of the underlying
business reasons for the individual factors in the tables above;
•ensuring that all material factors are quantified and analyzed; and
•quantifying the effects of changes in price, volume, and acquisitions on revenues and
expense categories, where appropriate.
Sales and Marketing Expenses, page 138
3.We have reviewed your response to prior comment 4. To the extent known, please further
revise to provide quantification of your decrease in sales and marketing expenses from
specific segments or individual businesses which had material impacts on your
consolidated sales and marketing expenses.

 FirstName LastNameEddie Yongming Wu
 Comapany NameAlibaba Group Holding Limited
 December 18, 2023 Page 3
 FirstName LastName
Eddie Yongming Wu
Alibaba Group Holding Limited
December 18, 2023
Page 3
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 202
4.We note your response to prior comment 8, including Annex D, and have the following
comments:
•With respect to your disclosures under Item 16I(b)(2), please amend your Form 20-F
to disclose and quantify any ownership interests held by governmental entities,
including any ownership interests held by state-owned enterprises, in you and your
consolidated operating entities. In particular, we note your statement that “less than
20 other consolidated entities in [y]our direct sales, sports-related, logistics and other
businesses have governmental ownership” and that these entities, in the aggregate,
would not be a significant subsidiary as defined in rule 1-02(w) of Regulation S-X.
When you amend your filing, please provide additional detail beyond what was
contained in your response about the governmental ownership interests in these
entities that do not constitute significant subsidiaries in each relevant jurisdiction,
along with information about the relative impact of these entities on your financial
statements.
•With respect to your disclosures under Item 16I(b)(5), please confirm in your
supplemental response, if true and without qualification, that your articles of
incorporation and the articles of your consolidated foreign operating entities do not
contain wording from any charter of the Chinese Communist Party. Please note that
neither Form 20-F nor our Release No. 34-93701 limit the required disclosure to
significant subsidiaries as defined in rule 1-02(w) of Regulation S-X.
            Please contact Abe Friedman at 202-551-8298 or Lyn Shenk at 202-551-3380 if you have
questions regarding comments on the financial statements and related matters. Please contact
Jennifer Thompson at 202-551-3737 or Jennifer Gowetski at 202-551-3401 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

    Simpson
                    Thacher & Bartlett

    icbc
                    tower, 35th floor

    3
    garden road, central

    hong
    kong

    telephone:
                    +852-2514-7600

    facsimile:
    +852-2869-7694

    Direct
                                            Dial Number

    +852-2514-7660

    E-mail
                                            Address

    dfertig@stblaw.com

  November 27,
                                            2023

Confidential and via
edgar

    Division of Corporation Finance

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

 Attention: Ms. Jennifer
                                            Thompson

                                            Mr. Austin Pattan

                                            Ms. Lyn Shenk

                                            Mr. Abe Friedman

 Re: Alibaba Group Holding Limited

                                            Form 20-F for Fiscal Year Ended March 31, 2023

                                            Filed July 21, 2023

                                            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” or
 “Alibaba”), we respond to the comments contained in the letter from the staff (the “Staff”) of
the Securities and Exchange Commission (the “Commission”), dated September 27, 2023 (the “September 27
Comment Letter”), relating to the Company’s annual report on Form 20-F for the fiscal year ended March 31,
2023 filed with the Commission on July 21, 2023 (the “2023 20-F”).

    michael
    j.c.M. ceulen
    marjory
    j. ding
    daniel
    fertig
    adam
    C. furber
    YI
    GAO
    MAKIKO
    HARUNARI
    Ian
    C. Ho
    JONATHAN
    HWANG
    anthony
    d. king
    jin
    hYUK park
    ERIK
    P. WANG
    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
    Brussels
    Houston
    LONDON
    Los
    Angeles
    Palo
    Alto
    SÃO
    PAULO
    TOKYO
    Washington,D.C.

    Simpson
                    Thacher & Bartlett

    Division of Corporation
                                            Finance

    U.S. Securities and Exchange Commission

    -2-
    November 27,
    2023

Set forth below are the Company’s responses
to the Staff’s comments in the September 27 Comment Letter. The Staff’s comments are retyped below for ease of reference.
The Company respectfully advises the Staff that where the Company proposes to add or revise disclosure in its future filings on Form 20-F
in response to the Staff’s comments, the changes to be made will be subject to relevant factual updates and changes in relevant
laws or regulations, or in interpretations thereof. In particular, the Company respectfully advises the Staff that, since the beginning
of the current fiscal year ending March 31, 2024, the Company has implemented a new organizational and governance structure that
includes six major business groups and various other businesses (the “Reorganization”). The Company’s six major
business groups following the Reorganization are:

· Taobao and Tmall Group;

· Alibaba International Digital Commerce Group;

· Local Services Group;

· Cainiao Smart Logistics Network Limited;

· Cloud Intelligence Group; and

· Digital Media and Entertainment Group.

Accordingly, the Company’s segment reporting has been updated
to reflect how the Company’s chief operating decision maker reviews information under this new structure.

Form 20-F for Fiscal Year Ended March 31, 2023

Item 4. Information on the Company

B. Business Overview

Company Overview, page 72

 1. Given that the most significant component of China Commerce
                                            segment revenues is from advertising and commissions on third-party sales, referred to by
                                            you as "Customer management," please revise this section to indicate such and give
                                            adequate emphasis to this component of the segment. Please make a similar revision to the
                                            summary of segments on page 119. Finally, please consider separately quantifying advertising
                                            and third-party commissions in the table on page 121, given the different nature of
                                            these two sources of revenue. Please provide us with a copy of your intended revised disclosure.

In response to the Staff’s comment, in the Company’s
future annual reports on Form 20-F, the Company will revise the Business Overview section to indicate that the most significant
component of its China Commerce segment revenues (before the Reorganization) is from customer management revenue, and give adequate emphasis
to this component of the segment, as well as make a similar revision to the summary of segments on page 119. For illustrative purpose,
a copy of the Company’s intended revised disclosure is set forth in Annex A. The Company will provide disclosure similar
to that in Annex A in its future annual reports on Form 20-F, which will also be updated to reflect the Reorganization and
the Company’s new segment reporting as discussed above.

    Simpson
                    Thacher & Bartlett

    Division of Corporation
                                            Finance

    U.S. Securities and Exchange Commission

    -3-
    November 27,
    2023

The Company respectfully advises the Staff that the Company
believes that separating customer management revenue into quantitative disclosure of revenue from marketing services and revenue from
third-party commissions would not fairly and accurately depict how the Company’s management views and manages the business. As
the Company’s business model has evolved over the years, the Company has offered merchants different and new formats of marketing
services that are monetized based on the GMV transacted. As a result, merchants have long considered the various fees they pay to the
Company as a holistic package of services to help them sell-through and acquire and retain users and consumers, and they no longer distinguish
between marketing services and commissions. Accordingly, starting from fiscal year 2021, the Company started to present commission revenue
and marketing services revenue together under customer management revenue in order to better reflect the Company’s value proposition
to merchants on its platforms. This presentation is also aligned with how the Company views and operates its customer management services
on a holistic basis rather than operating as two separate business lines of marketing services and marketplace business.

Item 5. Operating and Financial Review and Prospects

Non-GAAP Measures, page 131

 2. Please revise to present non-GAAP financial measures after
                                            your comparison of fiscal year results on a GAAP basis to provide equal or greater prominence
                                            to GAAP.

In response to the Staff’s comment, in its future
annual reports on Form 20-F, the Company will revise and present the disclosure under the section with the heading “Non-GAAP
measures” after the section comparing fiscal year results on a GAAP basis to give equal or greater prominence to GAAP.

Comparison of Fiscal Years 2022 and 2023, page 134

 3. Please revise to quantify factors to which changes are attributed.
                                            In addition, with regard to revenue discussions, please quantify the extent to which changes
                                            are attributable to changes in prices or to changes in the volume or amount of products or
                                            services being sold or to the introduction of new products or services. Refer to Item 5.A
                                            of Form 20-F. Please provide us with a copy of your intended revised disclosure.

In response to the Staff’s comment, in its future
annual reports on Form 20-F, the Company will supplement its disclosure to quantify, where possible, the factors to which material
changes in revenue from period to period are attributed.

For illustrative purpose, a copy of the Company’s
intended revised disclosure is set forth in Annex B. The Company will provide quantitative disclosure similar to that in Annex
B in its future annual reports on Form 20-F, which will also be updated to reflect the Reorganization and the Company’s
new segment reporting as discussed above.

    Simpson
                    Thacher & Bartlett

    Division of Corporation
                                            Finance

    U.S. Securities and Exchange Commission

    -4-
    November 27,
    2023

Sales and Marketing Expenses, page 138

 4. When discussing the decrease in your sales and marketing expenses,
                                            your disclosure focuses on the effect of share-based compensation expense and the impact
                                            it had on your period over period comparisons. We note on a year-over-year basis, your revenue
                                            increased by 2% and your sales and marketing expenses excluding share-based compensation
                                            decreased by 15%. Please revise to discuss material factors impacting your results for the
                                            periods presented, and any known trends which are anticipated to have a material effect on
                                            the company’s results of operations in future periods. Refer to Item 5 of Form 20-F.
                                            Please provide us with a copy of your intended revised disclosure.

The Company respectfully advises the Staff that the 2% increase
in revenue and 15% decrease in sales and marketing expenses excluding share-based compensation was primarily the result of improved operating
efficiency and cost optimization, which led to a significant decline in marketing and promotional expenses, including apps promotion
expenses, advertising expenses and other related incidental expenses that are incurred directly to attract or retain consumers and merchants.
A copy of the Company’s intended revised disclosure is set forth in Annex C. The Company also notes the Staff’s comment
and will disclose known trends, if any, which are anticipated to have a material effect on the Company’s results of operations.

B. Liquidity and Capital Resources

Cash Flows from Operating Activities, page 141

 5. Your discussion of cash flows from operating activities appears
                                            to be a recitation of the changes already disclosed in the consolidated statement of cash
                                            flows. Please provide a more informative analysis and discussion of cash flows for each period
                                            presented. In doing so, explain the underlying reasons and implications of material changes
                                            between periods to provide investors with an understanding of trends and variability in cash
                                            flows. Refer to Item 303(a) of Regulation S-K and Item 1 of Section IV.B of SEC
                                            Release No. 33-8350.

The Company respectfully advises the Staff that net cash
provided by operating activities in fiscal year 2023 was RMB199,752 million, an increase of 40% compared to RMB142,759 million in fiscal
year 2022. The amount for fiscal year 2022 was lower mainly due to a fine in the amount of RMB18,228 million imposed by China’s
State Administration for Market Regulation pursuant to China’s Anti-monopoly Law (the “Anti-monopoly Fine”),
which the Company paid in full in fiscal year 2022. The year-over-year increase also reflected narrowing losses of certain businesses
driven by improving operating efficiency and a dividend received from Ant Group of RMB14,464 million in fiscal year 2023.

    Simpson
                    Thacher & Bartlett

    Division of Corporation
                                            Finance

    U.S. Securities and Exchange Commission

    -5-
    November 27,
    2023

Net cash provided by operating activities in fiscal year
2022 was RMB142,759 million, a decrease of 38% compared to RMB231,786 million in fiscal year 2021. The year-over-year decrease reflected
a net cash inflow of RMB21,229 million in connection with the buyer protection fund deposits received primarily from Tmall merchants
during fiscal year 2021, as well as a decrease in profit and the full payment in the amount of RMB18,228 million of the Anti-monopoly
Fine in fiscal year 2022.

In the Company’s future annual reports on Form 20-F,
the Company will provide similar analysis and discussion of cash flows for each period presented.

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 202

 6. We note your statements that none of your directors or officers,
                                            your greater than 10% beneficial owners, or Alibaba Partnership are representatives of or
                                            controlled by a government entity in the PRC in connection with your required submission
                                            under paragraph (a). Please supplementally describe any materials that were reviewed and
                                            tell us whether you relied upon any legal opinions or third party certifications such as
                                            affidavits as the basis for your submission. In your response, please provide a similarly
                                            detailed discussion of the materials reviewed and legal opinions or third party certifications
                                            relied upon in connection with the required disclosures under paragraphs (b)(2) and
                                            (3).

The Company respectfully advises the Staff that, as the
basis for the Company’s submission required under paragraph (a) with the 2023 20-F, the Company included in its annual director
and officer questionnaire a question as to whether the respondent is a representative of any PRC government entity and received confirmation
that none of the Company’s directors or officers is a representative of any PRC government entity. The Company also relied upon
internal confirmation that the Alibaba Partnership (consisting of individuals that are employees of the Company) is not controlled by
any PRC government entity. As to greater than 10% beneficial owners, based on public filings and to the best of the Company’s knowledge,
Softbank Group (a company incorporated in Japan and listed on the Tokyo Stock Exchange) was the only shareholder with beneficial ownership
of over 10% of the Company’s total outstanding shares as of the date of the 2023 20-F. No publicly available information indicates
that Softbank Group is controlled by any PRC government entity.

In preparing the disclosures under paragraphs (b)(2) and
(3), as revised in order to address Comment 8 below, (i) with respect to PRC entities, the Company and its PRC counsel, Fangda Partners
(“Fangda”), conducted research using publicly available databases and looked through reasonable layers of the
shareholder ownership of each entity, and (ii) with respect to entities in other jurisdictions, the Company and its counsel, Simpson
Thatcher and Bartlett LLP, examined the respective

CORRESP
1
filename1.htm

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

November 8, 2023

Confidential and via
edgar

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Ms. Jennifer Thompson

    Mr. Austin Pattan

    Ms. Lyn Shenk

    Mr. Abe Friedman

 Re: Alibaba Group Holding Limited

                                            Form 20-F for Fiscal Year Ended March 31, 2023

                                            Filed July 21, 2023

                                            File No. 001-36614

Dear Division:

On behalf of our client, Alibaba Group Holding
Limited (the “Company”), we are submitting this letter in response to your correspondence dated September 27,
2023 (the “September 27 Letter”) concerning the above-referenced annual report on Form 20-F that the Company
filed with the Commission on July 21, 2023.

In the September 27 Letter, you requested
that the Company respond to the Staff’s comments within 10 business days or advise the Staff as soon as possible when the Company
will respond. On October 10, 2023, we submitted a letter on the Company’s behalf to the Staff to request an extension until
October 26, 2023. On October 23, 2023, we submitted a letter on the Company’s behalf to the Staff to request an extension
until November 9, 2023. The Company respectfully advises the Staff that it is still working on its responses, and given the current
status of its preparation work, it will require additional time in order to respond fully to your letter.

The Company is therefore requesting a further
extension until November 27, 2023.

    MICHAEL
    J.C.M. CEULEN
    MARJORY
    J. DING
    DANIEL
    FERTIG
    ADAM
    C. FURBER
    YI
    GAO
    MAKIKO
    HARUNARI
    IAN
    C. HO
    JONATHAN
    HWANG
    ANTHONY
    D. KING
    JIN
    HYUK PARK
    ERIK
    P. WANG
    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
    BRUSSELS
    HOUSTON
    LONDON
    LOS ANGELES
    PALO ALTO
    SÃO PAULO
    TOKYO
    WASHINGTON, D.C.

    Simpson Thacher &
                    Bartlett

    Division of Corporation
                                            Finance

    U.S. Securities and Exchange Commission

    -2-
    November 8,
    2023

In the meantime, please do not hesitate to contact
me at +852-2514-7660 (work) or dfertig@stblaw.com (email).

    Very truly yours,

    /s/ Daniel Fertig

    Daniel Fertig

 cc: Eddie Yongming Wu, Chief Executive Officer

Toby Hong Xu, Chief Financial Officer

Sara Siying Yu, General Counsel

Alibaba Group Holding Limited

Ricky Shin, Partner

Daniel Chan, Partner

Cynthia Ning, Partner

PricewaterhouseCoopers

CORRESP
1
filename1.htm

    Simpson
                    Thacher & Bartlett

    icbc
                    tower, 35th floor

    3
    garden road, central

    hong
    kong

    telephone:
                    +852-2514-7600

    facsimile:
    +852-2869-7694

    Direct Dial Number

    +852-2514-7660

    E-mail Address

    dfertig@stblaw.com

    October 23,
    2023

Confidential
and via edgar

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Ms. Jennifer Thompson
 Mr. Austin Pattan
 Ms. Lyn Shenk
 Mr. Abe Friedman

 Re: Alibaba Group Holding Limited

Form 20-F for Fiscal Year Ended March 31, 2023

Filed July 21, 2023

File No. 001-36614

Dear Division:

On behalf of our client, Alibaba Group Holding
Limited (the “Company”), we are submitting this letter in response to your correspondence dated September 27,
2023 (the “September 27 Letter”) concerning the above-referenced annual report on Form 20-F that the Company
filed with the Commission on July 21, 2023.

In the September 27 Letter, you requested
that the Company respond to the Staff’s comments within 10 business days or advise the Staff as soon as possible when the Company
will respond. On October 10, 2023, we submitted a letter on the Company’s behalf to the Staff to request an extension until
October 26, 2023. The Company respectfully advises the Staff that it is still working on its responses, and given the current status
of its preparation work, it will require additional time in order to respond fully to your letter.

The Company is therefore requesting a further extension
until November 9, 2023.

*         *         *

    michael
    j.c.M. ceulen
    marjory
    j. ding
    daniel
    fertig
    adam
    C. furber
    YI
    GAO
    MAKIKO
    HARUNARI
    Ian
    C. Ho
    JONATHAN
    HWANG
    anthony
    d. king
    jin
    hYUK park
    ERIK
    P. WANG
    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
    BRUSSELS
    Houston
    LONDON
    Los
    Angeles
    PALO ALTO
    SÃO
    PAULO
    TOKYO
    Washington,
    D.C.

    Simpson Thacher &
    Bartlett

    Division of Corporation Finance

    U.S. Securities and Exchange Commission

    -2-
    October 23,
    2023

In the meantime, please do not hesitate to contact
me at +852-2514-7660 (work) or dfertig@stblaw.com (email).

    Very truly yours,

    /s/ Daniel Fertig

    Daniel Fertig

cc: Eddie Yongming Wu, Chief Executive Officer

  Toby Hong Xu, Chief Financial Officer

  Sara Siying Yu, General Counsel

  Alibaba Group Holding Limited

  Ricky Shin, Partner

  Daniel Chan, Partner

  Cynthia Ning, Partner

  PricewaterhouseCoopers

CORRESP
1
filename1.htm

    Simpson Thacher &
                    Bartlett

    icbc
                    tower, 35th floor

    3 garden
    road, central

    hong
kong

    telephone:
                    +852-2514-7600

    facsimile:
    +852-2869-7694

    Direct Dial Number

    +852-2514-7660

    E-mail
                                            Address

    dfertig@stblaw.com

October 10, 2023

Confidential
and via edgar

    Division
                                            of Corporation Finance

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

Attention: Ms. Jennifer
Thompson

Mr. Austin Pattan

Ms. Lyn Shenk

Mr. Abe Friedman

 Re: Alibaba
                                            Group Holding Limited

                                            Form 20-F for Fiscal Year Ended March 31, 2023

                                            Filed July 21, 2023

                                            File No. 001-36614

Dear Division:

On behalf of our client, Alibaba Group Holding
Limited (the “Company”), we are submitting this letter in response to your correspondence dated September 27,
2023 (the “September 27 Letter”) concerning the above-referenced annual report on Form 20-F that the Company
filed with the Commission on July 21, 2023.

In the September 27 Letter, you requested
that the Company respond to the Staff’s comments within 10 business days or advise the Staff as soon as possible when the Company
will respond. The Company respectfully advises the Staff that it is working on its responses and that it will require additional time
in order to respond fully to your letter.

The Company is therefore requesting an extension
until October 26, 2023.

*          *          *

michael
j.c.M. ceulen    marjory j. ding    daniel fertig     adam C. furber     YI GAO     MAKIKO HARUNARI     Ian C. Ho     JONATHAN
HWANG   anthony d. king    jin hYUK park     ERIK P. WANG     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    Brussels    Houston    LONDON    Los
Angeles    Palo Alto    SÃO PAULO    TOKYO
    Washington,D.C.

    Simpson Thacher &
                    Bartlett

    Division of Corporation
                                            Finance

    U.S. Securities and Exchange Commission

    -2-
    October 10,
    2023

In the meantime, please do not hesitate to contact
me at +852-2514-7660 (work) or dfertig@stblaw.com (email).

    Very truly yours,

    /s/ Daniel Fertig

    Daniel Fertig

 cc: Eddie Yongming Wu, Chief Executive Officer

Toby Hong Xu, Chief Financial Officer

Sara Siying Yu, General Counsel

Alibaba Group Holding Limited

Ricky Shin, Partner

Daniel Chan, Partner

Cynthia Ning, Partner

PricewaterhouseCoopers

United States securities and exchange commission logo
September 27, 2023
Eddie Yongming Wu
Chief Executive Officer
Alibaba Group Holding Limited
26/F Tower One, Times Square
1 Matheson Street, Causeway Bay
Hong Kong S.A.R.
People’s Republic of China
Re:Alibaba Group Holding Limited
Form 20-F for Fiscal Year Ended March 31, 2023
Filed July 21, 2023
File No. 001-36614
Dear Eddie Yongming Wu:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for Fiscal Year Ended March 31, 2023
Item 4. Information on the Company
B. Business Overview
Company Overview, page 72
1.Given that the most significant component of China Commerce segment revenues is from
advertising and commissions on third-party sales, referred to by you as "Customer
management," please revise this section to indicate such and give adequate emphasis to
this component of the segment.  Please make a similar revision to the summary of
segments on page 119.  Finally, please consider separately quantifying advertising and
third-party commissions in the table on page 121, given the different nature of these two
sources of revenue.  Please provide us with a copy of your intended revised disclosure.

 FirstName LastNameEddie Yongming Wu
 Comapany NameAlibaba Group Holding Limited
 September 27, 2023 Page 2
 FirstName LastNameEddie Yongming Wu
Alibaba Group Holding Limited
September 27, 2023
Page 2
Item 5. Operating and Financial Review and Prospects
Non-GAAP Measures, page 131
2.Please revise to present non-GAAP financial measures after your comparison of fiscal
year results on a GAAP basis to provide equal or greater prominence to GAAP.
Comparison of Fiscal Years 2022 and 2023, page 134
3.Please revise to quantify factors to which changes are attributed.  In addition, with regard
to revenue discussions, please quantify the extent to which changes are attributable to
changes in prices or to changes in the volume or amount of products or services being sold
or to the introduction of new products or services.  Refer to Item 5.A of Form 20-F.
Please provide us with a copy of your intended revised disclosure.
Sales and Marketing Expenses, page 138
4.When discussing the decrease in your sales and marketing expenses, your disclosure
focuses on the effect of share-based compensation expense and the impact it had on your
period over period comparisons.  We note on a year-over-year basis, your
revenue increased by 2% and your sales and marketing expenses excluding share-based
compensation decreased by 15%.  Please revise to discuss material factors impacting your
results for the periods presented, and any known trends which are anticipated to have a
material effect on the company’s results of operations in future periods.   Refer
to Item 5 of Form 20-F. Please provide us with a copy of your intended revised disclosure.
B. Liquidity and Capital Resources
Cash Flows from Operating Activities, page 141
5.Your discussion of cash flows from operating activities appears to be a recitation of the
changes already disclosed in the consolidated statement of cash flows.  Please provide a
more informative analysis and discussion of cash flows for each period presented. In
doing so, explain the underlying reasons and implications of material changes between
periods to provide investors with an understanding of trends and variability in cash flows.
 Refer to Item 303(a) of Regulation S-K and Item 1 of Section IV.B of SEC Release No.
33-8350.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 202
6.We note your statements that none of your directors or officers, your greater than 10%
beneficial owners, or Alibaba Partnership are representatives of or controlled by a
government entity in the PRC in connection with your required submission under
paragraph (a). Please supplementally describe any materials that were reviewed and tell us
whether you relied upon any legal opinions or third party certifications such as affidavits
as the basis for your submission. In your response, please provide a similarly detailed
discussion of the materials reviewed and legal opinions or third party certifications relied

 FirstName LastNameEddie Yongming Wu
 Comapany NameAlibaba Group Holding Limited
 September 27, 2023 Page 3
 FirstName LastName
Eddie Yongming Wu
Alibaba Group Holding Limited
September 27, 2023
Page 3
upon in connection with the required disclosures under paragraphs (b)(2) and (3).
7.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party. For
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your
determination. In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.
8.We note that your disclosures pursuant to Items 16I(b)(2), (b)(3) and (b)(5) are provided
for “Alibaba Group Holding Limited or any variable-interest entity or similarly structured
entity,” while your disclosure pursuant to Item 16I(b)(4) suggests that you have additional
consolidated entities that you refer to as “operating entities.” Please note that Item 16I(b)
requires that you provide disclosures for yourself and your consolidated foreign operating
entities.
•With respect to (b)(2), please supplementally clarify the jurisdictions in which your
consolidated foreign operating entities are organized or incorporated and confirm, if
true, that you have disclosed the percentage of your shares or the shares of your
consolidated operating entities owned by governmental entities in each foreign
jurisdiction in which you have consolidated operating entities. Alternatively, please
provide this information in your supplemental response. We note that your list of
subsidiaries and consolidated entities in Exhibit 8.1 appears to indicate that you have
subsidiaries in countries other than the Cayman Islands and China.
•With respect to (b)(3) and (b)(5), please provide the required information for you and
all of your consolidated foreign operating entities in your supplemental response.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Austin Pattan at 202-551-6756 or Jennifer Thompson at 202-551-3737
if you have any questions about the comments related to your status as a Commission-Identified
Issuer during your most recently completed fiscal year.  Please contact Abe Friedman at 202-
551-8298 or Lyn Shenk at 202-551-3380 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
April 12, 2023
Daniel Yong Zhang
Chairman and Chief Executive Officer
Alibaba Group Holding Ltd
26/F Tower One, Times Square
1 Matheson Street, Causeway Bay
Hong Kong
Re:Alibaba Group Holding Ltd
Form 20-F for Fiscal Year Ended March 31, 2022
Filed July 26, 2022
File No. 001-36614
Dear Daniel Yong Zhang:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Daniel Fertig

CORRESP
1
filename1.htm

    Simpson Thacher & Bartlett

    icbc
    tower, 35th floor

    3 garden
    road, central

    hong kong

    telephone:
    +852-2514-7600

    facsimile:
    +852-2869-7694

    Direct Dial Number

    +852-2514-7660

    E-mail Address

    dfertig@stblaw.com

March 24, 2023

VIA EDGAR

Division of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention: Nicholas Nalbantian

Donald Field

 Re: Alibaba Group Holding Ltd

Form
20-F for the Fiscal Year Ended March 31, 2022 Filed July 26, 2022

Response Dated October 3, 2022 and January
11, 2023

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” or “Alibaba”), we respond to the comments contained in the letter from
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated February
24, 2023 (the “February 24 Comment Letter”), relating to the Company’s response letter, dated January 11, 2023
(the “January 11 Response”) to the Commission’s comment letter dated December 12, 2022, and the Company’s
response letter, dated October 3, 2022, to the Commission’s comment letter, dated September 7, 2022, regarding the Company’s
annual report on Form 20-F for the fiscal year ended March 31, 2022 filed with the Commission on July 26, 2022 (the “2022 20-F”).

Set
forth below are the Company’s responses to the Staff’s comments in the February 24 Comment Letter. The Staff’s comments
are retyped below for ease of reference. In amending the proposed disclosure, the Company has also made certain additional clarifications
and amendments. The Company respectfully advises the Staff that where the Company proposes to add or revise disclosure to its future
filings on Form 20-F in response to the Staff’s comments, the changes to be made will be subject to relevant factual updates and
changes in relevant laws or regulations, or in interpretations thereof.

    michael
    j.c.M. ceulen
    marjory
    j. ding
    daniel
    fertig
    adam
    C. furber
    YI
    GAO
    MAKIKO
    HARUNARI
    Ian
    C. Ho
    JONATHAN
    HWANG
    anthony
    d. king
    jin
    hYUK park
    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
    Brussels
    Houston
    LONDON
    Los
    Angeles
    Palo
    Alto
    SÃO
    PAULO
    TOKYO
    Washington,
    D.C.

    Simpson Thacher
 & Bartlett

    March 24, 2023
    -2-

In the Annexes, the Company is
only including the updated information and disclosure that is responsive to the Staff’s remaining two comments from the February
24 Comment Letter.

*     *     *     *

Risk Factors

Summary of Risk Factors, page 1

 1. We note your response to comment 6 and reissue in part. We note your revisions in Annex B to include specific cross-references to
the more detailed discussion of the risks in the annual report for bullets one and two. However, please revise to include specific cross-references
(titles and page numbers) for all the risk factors discussed in this portion of the risk factor summary.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company will revise disclosure consistent with
the changes set forth in the revised Annex B, in which further revisions made in response to this comment are bolded and
underlined, in its 2023 20-F.

Our business is subject to complex and evolving domestic and
international laws and regulations regarding privacy and data protection, page 23

 2. We note your response to comment 7 and reissue. In light of recent events indicating greater oversight by the Cyberspace Administration
of China (CAC) over data security, please revise your risk factor disclosure to explain in greater detail how you believe this oversight
impacts the company and its business and to what extent you believe that you are compliant with the regulations or policies that have
been issued by the CAC to date. In this regard, we note that the revised risk factor continues to generally describe the new or proposed
laws and regulations but doesn't evaluate how the company will actually be impacted by the new or proposed laws and regulations. Please
revise to clarify and specifically address if you believe you will be subject to a cybersecurity review under these new or proposed laws
and regulations. To the extent you do not believe you will be subject to a cybersecurity review, discuss specifically how you came to
that conclusion including the specific underlying facts and circumstances which support that determination. For example, the third paragraph
discusses operators of critical information infrastructure, network platform operators and data processors but doesn't provide any analysis
regarding whether the company will be captured by these new or proposed laws and regulations based upon the company's number of users
or the type of data that the company collects. Please revise as applicable so investors can clearly understand how these new or proposed
laws and regulations will impact the company and its business and any future offerings.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company will revise its disclosure consistent
with the changes set forth in the revised Annex C in its 2023 20-F. In response to the Staff’s comment, the Company has revised
and restructured the referenced risk factor to more clearly explain the impacts of the relevant laws and regulations.

    Simpson Thacher
 & Bartlett

    March 24, 2023
    -3-

To facilitate
the Staff’s review, each portion of the Staff’s comment is separately set forth below, with specific discussion of how the
Company will revise and update its disclosure in respond to that portion of the comment:

In light of recent events indicating
greater oversight by the Cyberspace Administration of China (CAC) over data security, please revise your risk factor disclosure to explain
in greater detail how you believe this oversight impacts the company and its business and to what extent you believe that you are compliant
with the regulations or policies that have been issued by the CAC to date.

The
Company respectfully refers the Staff to the second paragraph of the revised and updated proposed risk factor, which discloses that the
Company is subject to laws and regulations relating to personal data and privacy protection and believes that it is compliant with these
laws in all material respects. The paragraph also discusses in detail the specific impacts these laws have on the Company, including additional
protocols and mechanisms the Company has implemented, which resulted in higher compliance costs and operating costs as well as changes
to the Company’s data use and business practices.

The
Company also respectfully refers the Staff to the third paragraph of the revised and updated proposed risk factor, which discloses that
the Company is subject to laws on algorithm recommendation services and believes that it is compliant with such laws in all material respects.
The paragraph also noted the impacts on the Company for complying with these laws, including additional compliance costs and changes to
data use and recommendation services, which could negative affect user activities on the Company’s platforms, as well as the potential
consequences of non-compliance.

Please
revise to clarify and specifically address if you believe you will be subject to a cybersecurity review under these
new or proposed laws and regulations. To the extent you do not believe you will be subject to a cybersecurity review, discuss specifically
how you came to that conclusion including the specific underlying facts and circumstances which support that determination.

    Simpson Thacher
 & Bartlett

    March 24, 2023
    -4-

The Company respectfully refers the Staff to the January
11 Response, in which the Company revised and updated its disclosure to state that the Company has not received any notice from the Cybersecurity
Administration of China of a cybersecurity review, but given the scale of the Company’s business, the Company believes that it may
be subject to cybersecurity review in the future. In response to the Staff’s comment, the Company further added that the Company
does not believe that it is required to undergo cybersecurity review for its previous securities offerings, based on advice of PRC counsel.
The Company also provided specific disclosure on the potential impact should the Company be subject to cybersecurity review. The Company
respectfully refers the Staff to the fifth paragraph of the revised and updated proposed risk factor.

*        *         *         *

If you have any question regarding
the responses contained in this letter, please do not hesitate to contact me at +852-2514-7660 or dfertig@stblaw.com.

    Very truly yours,

    /s/ Daniel Fertig

    Daniel Fertig

Enclosures

 cc: Daniel Yong Zhang, Chief Executive Officer

Toby Hong Xu, Chief Financial Officer

Sara Siying Yu, General Counsel

Alibaba Group Holding Limited

Ricky Shin, Partner

Daniel Chan, Partner

Cynthia Ning, Partner

PricewaterhouseCoopers

Annex B

To be revised
on the 2023 Form 20-F under “Item 3. Key Information — D. Risk Factors — Summary of Risk
Factors”:

Risks and uncertainties related to doing business in the
PRC include risks and uncertainties associated with the following:

 · changes and developments in the political and economic policies of the PRC government, including but not limited to that the
PRC government may intervene in or influence our operations through adopting and enforcing rules and regulatory requirements, which may
evolve quickly with little advance notice (see “— Risks Related to Doing Business in the People’s Republic of China
 — There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations, and changes in policies,
laws, rules and regulations in the PRC could adversely affect us” on page [•] of this annual report);

 · uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations, including but not limited to
actions the PRC government may take to exert more oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers, which could significantly limit or completely hinder our ability to offer or continue to offer securities to investors
and cause the value of our securities, including our ADSs, to significantly decline or become worthless (see “— There are
uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations, and changes in policies, laws, rules
and regulations in the PRC could adversely affect us” on page [•] of this annual report);

 · potential delisting of our ADSs from the U.S. pursuant to the HFCA Act (see “— Our ADSs will be delisted and
our ADSs and shares prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, if the PCAOB is
unable to inspect or investigate completely auditors located in China” on page [•] of this annual report);

 · PRC regulations relating to investments in offshore companies and employee equity incentive plans (see “— PRC
regulations relating to investments in offshore companies by PRC residents may subject our PRC-resident beneficial owners or our PRC subsidiaries
to liability or penalties, limit our ability to inject capital into our PRC subsidiaries or limit our PRC subsidiaries’ ability
to increase their registered capital or distribute profits” and “— Any failure to comply with PRC regulations regarding
our employee equity incentive plans may subject the PRC participants in the plans, us or our overseas and PRC subsidiaries to fines and
other legal or administrative sanctions.” on page [•] and [•] of this annual report, respectively);

    1

 · our reliance on dividends, loans and other distributions on equity paid by our operating subsidiaries in China, the risk that
interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries, or the VIEs by the PRC government
to transfer cash or assets that are in a business in the PRC or in a PRC entity may limit our ability to fund operations or for other
use outside of the PRCrestrictions on currency exchange or outbound capital flows, and fluctuations in
exchange rates (see “— We rely to a significant extent on dividends, loans and other distributions on equity paid
by our operating subsidiaries in China” on page [•] of this annual report);

 · the potential impact of PRC laws and regulations related to Internet advertisement (see “— P4P services are considered,
in part, to involve Internet advertisement, which subjects us to other laws, rules and regulations as well as additional obligations”
on page [•] of this annual report);

 · the possibility that we may be subject to PRC income tax on our global income, and potential discontinuation of preferential tax treatments
we currently enjoy (see “— We may be treated as a resident enterprise for PRC tax purposes under the PRC Enterprise
Income Tax Law, and we may therefore be subject to PRC income tax on our global income” on page [•] of this annual report);
and

 · the possibility that dividends payable to foreign investors and gains on the sale of our securities by our foreign investors may become
subject to PRC taxation, and uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises or other
assets attributed to a PRC establishment of a non-PRC company (see “— Dividends payable to foreign investors and
gains on the sale of our ADSs and/ or ordinary shares by our foreign investors may become subject to PRC taxation” on page [•]
of this annual report).

    2

Annex C

To be revised
on the 2023 Form 20-F under “Item 3. Key Information — D. Risk Factors — Risks Related to
Our Business and Industry”:

Revised and updated proposed risk factor

Our business is subject to complex and evolving domestic
and international laws and regulations regarding privacy and data protection, which are subject to change and uncertain interpretation.
Complying with these laws and regulations increases our cost of operations and may require changes to our data and other business practices
or negatively affect our user growth and engagement. Failure to comply with these laws and regulations could result in claims, regulatory
investigations, litigation or penalties, or otherwise negatively affect our business.

Regulatory authorities in China and around the world have
recently implemented, and may in the future continue to implement, further legislative and regulatory proposals concerning privacy and
data protection, particularly relating to the protection of personal information, cybersecurity and cross-border data transmission. These
laws and regulations can be complex and the interpretation and application of these laws and regulations are often uncertain, in flux
and complicated.

PRC regulatory authorities have increasingly focused on
personal data and privacy protection, and promulgated a number of laws and regulations, including the Personal Information Protection
Law and the Provisions on the Scope of Necessary Personal Information Required for Common Types of Mobile Internet Applications, that
stipulate requirements and limitations on the collection, processing and handling of personal information. See “Item 4. Information
on the Company — B. Business Overview — Regulation — Regulation of Data and Privacy Protection” and “Item
4. Information on the Company — B. Business Overview — Regulation — Regulation of Mobile Apps.” In the course
of our business operations, we c

CORRESP
1
filename1.htm

    Simpson
                    Thacher & Bartlett

    icbc
    tower, 35th floor

    3
    garden road, central

    hong
    kong

    telephone:
                    +852-2514-7600

    facsimile:
    +852-2869-7694

    Direct Dial Number

    +852-2514-7660

    E-mail
                                            Address

    dfertig@stblaw.com

March 10, 2023

VIA EDGAR

Division of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:

Nicholas Nalbantian

Donald Field

 Re: Alibaba Group Holding Ltd

Form
20-F for the Fiscal Year Ended March 31, 2022

Filed July 26, 2022

Response Dated January 11, 2023

File No. 001-36614

Ladies and Gentlemen:

We are submitting this letter in response to your
correspondence dated February 24, 2023 (the “February 24 Letter”) concerning the above-referenced response letter,
dated January 11, 2023, regarding the annual report on Form 20-F that Alibaba Group Holding Limited (the “Company”)
filed with the Securities and Exchange Commission (the “Commission”) on July 26, 2022.

In the February 24 Letter, you requested that
the Company respond to the staff (the “Staff”) of the Commission’s comments within 10 business days or advise
the Staff when the Company will respond. The Company respectfully advises the Staff that it continues to work on its responses and anticipates
that it will require additional time in order to respond fully to your letter.

The Company is therefore requesting an extension
until March 24, 2023 (10 business days from the date of this request) and expects to respond by that date.

*     *     *     *

    michael
    j.c.M. ceulen
    marjory
    j. ding
    daniel
    fertig
    adam
    C. furber
    YI
    GAO
    MAKIKO
    HARUNARI
    Ian
    C. Ho
    JONATHAN
    HWANG
    anthony
    d. king
    jin
    hYUK park
    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
    Brussels
    Houston
    LONDON
    Los
    Angeles
    Palo
    Alto
    SÃO
    PAULO
    TOKYO
    Washington,
    D.C.

    Simpson Thacher
 & Bartlett

    March
10, 2023

    -2-

If you have any question regarding
the responses contained in this letter, please do not hesitate to contact me at +852-2514-7660 or dfertig@stblaw.com.

    Very truly yours,

    /s/ Daniel Fertig

    Daniel Fertig

  cc:
  Daniel Yong Zhang, Chief Executive Officer

Toby Hong Xu, Chief Financial Officer

Sara Siying Yu, General Counsel

Alibaba Group Holding Limited

United States securities and exchange commission logo
February 24, 2023
Daniel Yong Zhang
Chairman and Chief Executive Officer
Alibaba Group Holding Ltd
26/F Tower One, Times Square
1 Matheson Street, Causeway Bay
Hong Kong
Re:Alibaba Group Holding Ltd
Form 20-F for Fiscal Year Ended March 31, 2022
Response Dated January 11, 2023
File No. 001-36614
Dear Daniel Yong Zhang:
            We have reviewed your January 11, 2023 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
December 12, 2022 letter.
Response Dated January 11, 2023
Risk Factors
Summary of Risk Factors, page 1
1.We note your response to comment 6 and reissue in part.  We note your revisions in
Annex B to include specific cross-references to the more detailed discussion of the risks in
the annual report for bullets one and two.  However, please revise to include specific
cross-references (titles and page numbers) for all the risk factors discussed in this portion
of the risk factor summary.

 FirstName LastNameDaniel Yong Zhang
 Comapany NameAlibaba Group Holding Ltd
 February 24, 2023 Page 2
 FirstName LastName
Daniel Yong Zhang
Alibaba Group Holding Ltd
February 24, 2023
Page 2
Our business is subject to complex and evolving domestic and international laws and regulations
regarding privacy and data protection, page 23
2.We note your response to comment 7 and reissue.  In light of recent events indicating
greater oversight by the Cyberspace Administration of China (CAC) over data security,
please revise your risk factor disclosure to explain in greater detail how you believe this
oversight impacts the company and its business and to what extent you believe that you
are compliant with the regulations or policies that have been issued by the CAC to date.
In this regard, we note that the revised risk factor continues to generally describe the new
or proposed laws and regulations but doesn't evaluate how the company will actually be
impacted by the new or proposed laws and regulations.  Please revise to clarify and
specifically address if you believe you will be subject to a cybersecurity review under
these new or proposed laws and regulations.  To the extent you do not believe you will be
subject to a cybersecurity review, discuss specifically how you came to that conclusion
including the specific underlying facts and circumstances which support that
determination.  For example, the third paragraph discusses operators of critical
information infrastructure, network platform operators and data processors but doesn't
provide any analysis regarding whether the company will be captured by these new or
proposed laws and regulations based upon the company's number of users or the type of
data that the company collects.  Please revise as applicable so investors can clearly
understand how these new or proposed laws and regulations will impact the company and
its business and any future offerings.
            Please contact Nicholas Nalbantian at 202-551-7470 or Donald Field at 202-551-3680
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Daniel Fertig

CORRESP
1
filename1.htm

    Simpson
                                            Thacher & Bartlett

    icbc
    tower, 35th floor

    3 garden
    road, central

    hong
    kong

    ____________

                    telephone:
    +852-2514-7600

    facsimile:
    +852-2869-7694

    Direct Dial Number

    +852-2514-7660

    E-mail Address

    dfertig@stblaw.com

    January 11,
2023

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Nicholas Nalbantian

    Donald Field

 Re: Alibaba Group Holding Ltd

    Form 20-F
for the Fiscal Year Ended March 31, 2022

    Response Dated October 3, 2022

    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” or “Alibaba”), we respond to the comments contained in the letter from
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated December 12,
2022 (the “December 12 Comment Letter”), relating to the Company’s response letter, dated October 3,
2022 (the “October 3 Response”), to the Commission’s comment letter dated September 7, 2022 regarding
the Company’s annual report on Form 20-F for the fiscal year ended March 31, 2022 filed with the Commission on July 26,
2022 (the “2022 20-F”).

    michael
    j.c.M. ceulen
    marjory
    j. ding
    daniel
    fertig
    adam
    C. furber
    YI
    GAO
    MAKIKO
    HARUNARI
    Ian
    C. Ho
    JONATHAN
    HWANG
    anthony
    d. king
    jin
    hYUK park
    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
    Brussels
    Houston
    LONDON
    Los
    Angeles
    Palo
    Alto
    SÃO
    PAULO
    TOKYO
    Washington,
    D.C.

    Simpson Thacher &
    Bartlett

    January 11,
    2023
    -2-

Set forth below are the Company’s responses
to the Staff’s comments in the December 12 Comment Letter. The Staff’s comments are retyped below for ease of reference.
In amending the proposed disclosure, the Company has also made certain additional clarifications and amendments. The Company respectfully
advises the Staff that where the Company proposes to add or revise disclosure to its future filings on Form 20-F in response to
the Staff’s comments, the changes to be made will be subject to relevant factual updates and changes in relevant laws or regulations,
or in interpretations thereof.

* * * *

Item 3. Key Information, page 1

 1. We note your response to comment 1 and reissue
                                            in part. Please refer to the proposed revised disclosure contained in Annex A and in the
                                            section captioned "Risks Related to the VIE Structure." Please revise to more clearly
                                            disclose that your VIE structure involves unique risks to investors. Additionally, please
                                            disclose more directly that investors may never hold equity interests in any Chinese operating
                                            companies.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company will revise its disclosure
consistent with the changes set forth in the section captioned “Risks Related to the VIE Structure” in the revised Annex
A, in its annual report on Form 20-F for the fiscal year ending March 31, 2023 (the “2023 20-F”).

 2. We note your response to comment 5 and reissue
                                            in part. Please refer to the proposed revised disclosure contained in Annex A and in the
                                            section captioned "Cash Flows through Our Company." Please revise to provide cross-references
                                            to the condensed consolidating schedule and the consolidated financial statements.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company will revise its disclosure
to provide cross-references consistent with the changes set forth in the section captioned “Cash Flows through Our Company”
in the revised Annex A, in its 2023 20-F.

To make the cross-references more reader-friendly, the
Company will also add notes to the cash flow tables consistent with the changes set forth in the section captioned “Variable Interest
Entity Financial Information” in the revised Annex A.

    Simpson Thacher &
    Bartlett

    January 11,
    2023
    -3-

 3. We note your response to comment 6 and reissue
                                            in part. Please refer to the proposed revised disclosures contained in Annex A and in the
                                            section captioned "Cash Flows through Our Company" and in Annex B. Please amend
                                            the proposed revised disclosures to state that, to the extent cash or assets in the business
                                            is in the PRC or a PRC entity, the funds or assets may not be available to fund operations
                                            or for other use outside of the PRC due to interventions in or the imposition of restrictions
                                            and limitations on the ability of you, your subsidiaries, or the consolidated VIEs by the
                                            PRC government to transfer cash or assets. In the section captioned "Cash Flows through
                                            Our Company," provide cross references to other discussions of this issue in the annual
                                            report.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company will revise its disclosure consistent
with the changes set forth in the revised Annex A, under the section captioned “Cash Flows through Our Company,”
and revised Annex B in its 2023 20-F.

The Company further advises the Staff that the requested
disclosure regarding the addition of relevant cross-references to the section captioned “Cash Flows through Our Company”
has been addressed in the proposed revised disclosure. For details, see the end of the third paragraph under the section captioned “Cash
Flows through Our Company.”

 4. We note your response to comment 10 and reissue
                                            in part. Please refer to the proposed revised disclosure contained in Annex A and in the
                                            section captioned "Permissions and Approvals Required to be Obtained from PRC Authorities
                                            for our Business Operations." We note your disclosure that you "believe that [your]
                                            consolidated subsidiaries and the VIEs in China have received the material licenses, permissions
                                            and approvals from the PRC authorities as are necessary for [your] business operations in
                                            China." The disclosure here should not be qualified by materiality. Please make appropriate
                                            revisions to your proposed revised disclosure.

The Company acknowledges the Staff’s comment and
respectfully advises the Staff that the Company will revise its disclosure to remove the materiality qualification, consistent with the
changes set forth in the section captioned “Permissions and Approvals Required to be Obtained from PRC Authorities for our Business
Operations” in the revised Annex A in its 2023 20-F.

    Simpson Thacher &
    Bartlett

    January 11,
    2023
    -4-

 5. We note your response to comment 16 and reissue
                                            in part. Please refer to the proposed revised disclosure contained in Annex A and in the
                                            section captioned "Permissions and Approvals Required to be Obtained from PRC Authorities
                                            for our Business Operations." With respect to the proposed revised disclosure, we note that you do not appear
to have relied upon an opinion of counsel with respect to your conclusions that you do not need any additional permissions and approvals
to operate your business and your response which indicates that the company believes that obtaining an opinion of counsel would be excessively
burdensome for the purpose of an annual report. Please revise the proposed revise disclosure in the referenced section to disclose that
an opinion was not obtained and explain why such an opinion was not obtained.

The Company acknowledges the Staff’s comment and
respectfully advises the Staff that the Company will revise its disclosure consistent with the changes set forth in the section captioned
“Permissions and Approvals Required to be Obtained from PRC Authorities for our Business Operations” in the revised Annex
A in its 2023 20-F.

To support the statement that the Company believes that
its consolidated subsidiaries and the variable interest entities in China have received the requisite licenses, permissions and approvals
from the PRC authorities as are necessary for its business operations in China, the Company plans to obtain a legal opinion from PRC
legal counsel that its consolidated subsidiaries and the variable interest entities in China have obtained all major licenses, permissions
and approval from the competent PRC authorities that are necessary to the operations of the Company’s China commerce and cloud
businesses, which account for a significant majority of the Company’s revenue. This will be in addition to the Company’s
own internal compliance procedures and processes that also help to ensure that the Company obtains the licenses, permissions and approvals
necessary for its business operations in China.

D. Risk Factors

Summary of Risk Factors, page 1

 6. We note your response to comment 12 and reissue
                                            in part. Please refer to the proposed revised disclosure contained in Annex B. Please revise
                                            to specifically discuss risks arising from the legal system in China, including that rules and
                                            regulations in China can change quickly with little advance notice. Additionally, please
                                            revise to acknowledge any risks that any actions by the Chinese government to exert more
                                            oversight and control over offerings that are conducted overseas and/or foreign investment
                                            in China-based issuers could result in a material change in your operations and could significantly
                                            limit or completely hinder your ability to offer or continue to offer securities to investors
                                            and cause the value of such securities to significantly decline or be worthless. Lastly,
                                            please revise to include specific cross-references (titles and page numbers) to the
                                            more detailed discussion of these risks in the annual report.

The Company acknowledges the Staff’s comment and
respectfully advises the Staff that the Company will revise its disclosure consistent with the changes set forth in the revised Annex
B in its 2023 20-F.

    Simpson Thacher &
    Bartlett

    January 11,
    2023
    -5-

Our business is subject to complex and evolving domestic and
international laws and regulations regarding privacy and data protection, page 23

7.
We note your response to comment 13 and acknowledge the substantial uncertainties of these new or proposed laws and regulations and how they will impact the company. However, in light of recent events indicating greater oversight by the Cyberspace Administration of China (CAC) over data security, please revise your risk factor disclosure to explain in greater detail how you believe this oversight impacts the company and its business and to what extent you believe that you are compliant with the regulations or policies that have been issued by the CAC to date. In this regard, we note that the revised risk factor continues to generally describe the new or proposed laws and regulations but doesn't evaluate how the company will actually be impacted by the new or proposed laws and regulations. Revise to clarify and specifically address if you believe you will be subject to a cybersecurity review. To the extent you do not believe you will be subject to a cybersecurity review, discuss how you came to that conclusion including the underlying facts and circumstances which support that determination. For example, the third paragraph discusses operators of critical information infrastructure, network platform operators and data processors but doesn't provide any analysis regarding whether the company will be captured by these new or proposed laws and regulations based upon the company's number of users or the type of data that the company collects. Please revise as applicable so investors can clearly understand how these new or proposed laws and regulations will impact the company and its business and any future offerings. Lastly, please revise the company's permissions and approvals discussions, as applicable.

The Company acknowledges the Staff’s comment and
respectfully advises the Staff that the Company will revise its disclosure consistent with the changes set forth in the revised Annex
C in its 2023 20-F.

Risks Related to Doing Business in China

If our auditor is sanctioned or otherwise penalized by the PCAOB
or the SEC as a result of failure to comply with inspection or..., page 48

 8. We note your response to comment 14 and reissue
                                            in part. Please supplementally provide us with your proposed revised risk factor

The Company acknowledges the Staff’s
comment and respectfully advises the Staff that the Company will revise its disclosure consistent with the changes set forth in the section
captioned “Holding Foreign Companies Accountable Act” in the revised Annex A and will add the requested risk factor
consistent with the changes set forth in the revised Annex D in its 2023 20-F.

* * * *

    Simpson Thacher &
    Bartlett

    January 11,
    2023
    -6-

If you have any question regarding the responses
contained in this letter, please do not hesitate to contact me at +852-2514-7660 or dfertig@stblaw.com.

    Very truly yours,

    /s/ Daniel Fertig

    Daniel Fertig

Enclosures

    cc:
    Daniel Yong Zhang,
    Chief Executive Officer

    Toby Hong Xu, Chief Financial
    Officer

    Sara Siying Yu, General Counsel

    Alibaba Group Holding Limited

    Ricky Shin, Partner

    Daniel Chan, Partner

    Cynthia Ning, Partner

    PricewaterhouseCoopers

Annex A

To be added to Item 3. “Key Information” before “B.
Capitalization and Indebtedness” in the 2023 20-F:

The VIE Structure Adopted by Our Company

Risks Related to the VIE Structure

Alibaba Group Holding Limited is a Cayman Islands holding
company. It does not directly engage in business operations itself. Due to PRC legal restrictions on foreign ownership and investment
in certain industries, we, similar to all other entities with foreign-incorporated holding company structures operating in our industry
in China, operate through VIEs our Internet businesses and other businesses in which foreign investment is restricted
or prohibited in the PRC through variable interest entities, or VIEs. The VIEs are incorporated and owned by PRC

CORRESP
1
filename1.htm

    Simpson Thacher & Bartlett

    icbc
    tower, 35th floor

    3 garden
    road, central

    hong kong

    telephone:
    +852-2514-7600

    facsimile:
    +852-2869-7694

    Direct Dial Number

    +852-2514-7660

    E-mail Address

    dfertig@stblaw.com

  December 23, 2022

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

00 F Street, N.E.

Washington, D.C. 20549

  Attention:
  Blaise Rhodes

Linda Cvrkel

Nicholas Nalbantian

Donald Field

 Re: Alibaba Group Holding Ltd

Form 20-F for the Fiscal Year Ended March
31, 2022

Filed July 26, 2022

File No. 001-36614

Ladies and Gentlemen:

We are submitting this letter in response to your
correspondence dated December 12, 2022 (the “December 12 Letter”) concerning the above-referenced annual report on
Form 20-F that Alibaba Group Holding Limited (the “Company”) filed with the Commission on July 26, 2022.

In the December 12 Letter, you requested that the
Company respond to the Staff’s comments within 10 business days or advise the Staff when the Company will respond. The Company respectfully
advises the Staff that it continues to work on its responses and anticipates that it will require additional time in order to respond
fully to your letter.

    michael
    j.c.M. ceulen
    marjory
    j. ding
    daniel
    fertig
    adam
    C. furber
    YI
    GAO
    MAKIKO
    HARUNARI
    Ian
    C. Ho
    JONATHAN
    HWANG
    anthony
    d. king
    jin
    hYUK park
    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
    Brussels
    Houston
    LONDON
    Los
    Angeles
    Palo
    Alto
    SÃO
    PAULO
    TOKYO
    Washington,
    D.C.

    Simpson Thacher &
    Bartlett

    December 23, 2022
    -2-

The Company is therefore requesting an extension
until January 11, 2023 (10 business days from the date of this request, taking into account the federal public holidays on December 26,
2022 and January 2, 2023) and expects to respond by that date.

*      *     *     *

If you have any question regarding
the responses contained in this letter, please do not hesitate to contact me at +852-2514-7660 or dfertig@stblaw.com.

    Very truly yours,

    /s/ Daniel Fertig

    Daniel Fertig

  cc:
  Daniel Yong Zhang, Chief Executive Officer

Toby Hong Xu, Chief Financial Officer

Sara Siying Yu, General Counsel

Alibaba Group Holding Limited

United States securities and exchange commission logo
December 12, 2022
Daniel Yong Zhang
Chairman and Chief Executive Officer
Alibaba Group Holding Ltd
26/F Tower One, Times Square
1 Matheson Street, Causeway Bay
Hong Kong
Re:Alibaba Group Holding Ltd
Form 20-F for Fiscal Year Ended March 31, 2022
Response Dated October 3, 2022
File No. 001-36614
Dear Daniel Yong Zhang:
            We have reviewed your October 3, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 7, 2022 letter.
Response Dated October 3, 2022
Item 3. Key Information, page 1
1.We note your response to comment 1 and reissue in part.  Please refer to the proposed
revised disclosure contained in Annex A and in the section captioned "Risks Related to
the VIE Structure."  Please revise to more clearly disclose that your VIE structure
involves unique risks to investors.  Additionally, please disclose more directly that
investors may never hold equity interests in any Chinese operating companies.
2.We note your response to comment 5 and reissue in part.  Please refer to the proposed
revised disclosure contained in Annex A and in the section captioned "Cash Flows
through Our Company."  Please revise to provide cross-references to the condensed

 FirstName LastNameDaniel Yong Zhang
 Comapany NameAlibaba Group Holding Ltd
 December 12, 2022 Page 2
 FirstName LastNameDaniel Yong Zhang
Alibaba Group Holding Ltd
December 12, 2022
Page 2
consolidating schedule and the consolidated financial statements.
3.We note your response to comment 6 and reissue in part. Please refer to the proposed
revised disclosures contained in Annex A and in the section captioned "Cash Flows
through Our Company" and in Annex B. Please amend the proposed revised disclosures to
state that, to the extent cash or assets in the business is in the PRC or a PRC entity, the
funds or assets may not be available to fund operations or for other use outside of the PRC
due to interventions in or the imposition of restrictions and limitations on the ability of
you, your subsidiaries, or the consolidated VIEs by the PRC government to transfer cash
or assets. In the section captioned "Cash Flows through Our Company," provide cross-
references to other discussions of this issue in the annual report.
4.We note your response to comment 10 and reissue in part.  Please refer to the proposed
revised disclosure contained in Annex A and in the section captioned "Permissions and
Approvals Required to be Obtained from PRC Authorities for our Business
Operations."  We note your disclosure that you "believe that [your] consolidated
subsidiaries and the VIEs in China have received the material licenses, permissions and
approvals from the PRC authorities as are necessary for [your] business operations in
China."  The disclosure here should not be qualified by materiality.  Please make
appropriate revisions to your proposed revised disclosure.
5.We note your response to comment 16 and reissue in part.  Please refer to the proposed
revised disclosure contained in Annex A and in the section captioned "Permissions and
Approvals Required to be Obtained from PRC Authorities for our Business
Operations."  With respect to the proposed revised disclosure, we note that you do not
appear to have relied upon an opinion of counsel with respect to your conclusions that you
do not need any additional permissions and approvals to operate your business and your
response which indicates that the company believes that obtaining an opinion of
counsel would be excessively burdensome for the purpose of an annual report.  Please
revise the proposed revise disclosure in the referenced section to disclose that an
opinion was not obtained and explain why such an opinion was not obtained.
D. Risk Factors
Summary of Risk Factors, page 1
6.We note your response to comment 12 and reissue in part.  Please refer to the proposed
revised disclosure contained in Annex B.  Please revise to specifically discuss risks arising
from the legal system in China, including that rules and regulations in China can change
quickly with little advance notice.  Additionally, please revise to acknowledge any risks
that any actions by the Chinese government to exert more oversight and control over
offerings that are conducted overseas and/or foreign investment in China-based issuers
could result in a material change in your operations and could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.  Lastly, please
revise to include specific cross-references (titles and page numbers) to the more detailed

 FirstName LastNameDaniel Yong Zhang
 Comapany NameAlibaba Group Holding Ltd
 December 12, 2022 Page 3
 FirstName LastName
Daniel Yong Zhang
Alibaba Group Holding Ltd
December 12, 2022
Page 3
discussion of these risks in the annual report.
Our business is subject to complex and evolving domestic and international laws and regulations
regarding privacy and data protection, page 23
7.We note your response to comment 13 and acknowledge the substantial uncertainties of
these new or proposed laws and regulations and how they will impact the company.
However, in light of recent events indicating greater oversight by the Cyberspace
Administration of China (CAC) over data security, please revise your risk factor
disclosure to explain in greater detail how you believe this oversight impacts the company
and its business and to what extent you believe that you are compliant with the regulations
or policies that have been issued by the CAC to date.  In this regard, we note that the
revised risk factor continues to generally describe the new or proposed laws and
regulations but doesn't evaluate how the company will actually be impacted by the new or
proposed laws and regulations.  Revise to clarify and specifically address if you believe
you will be subject to a cybersecurity review.  To the extent you do not believe you will
be subject to a cybersecurity review, discuss how you came to that conclusion including
the underlying facts and circumstances which support that determination.  For example,
the third paragraph discusses operators of critical information infrastructure, network
platform operators and data processors but doesn't provide any analysis regarding whether
the company will be captured by these new or proposed laws and regulations based upon
the company's number of users or the type of data that the company collects.  Please
revise as applicable so investors can clearly understand how these new or proposed laws
and regulations will impact the company and its business and any future offerings.  Lastly,
please revise the company's permissions and approvals discussions, as applicable.
Risks Related to Doing Business in China
If our auditor is sanctioned or otherwise penalized by the PCAOB or the SEC as a result of
failure to comply with inspection or..., page 48
8.We note your response to comment 14 and reissue in part. Please supplementally provide
us with your proposed revised risk factor.

 FirstName LastNameDaniel Yong Zhang
 Comapany NameAlibaba Group Holding Ltd
 December 12, 2022 Page 4
 FirstName LastName
Daniel Yong Zhang
Alibaba Group Holding Ltd
December 12, 2022
Page 4
            Please contact Nicholas Nalbantian at 202-551-7470 or Donald Field at 202-551-3680
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Daniel Fertig

CORRESP
1
filename1.htm

    Simpson
                    Thacher & Bartlett

    icbc
                    tower, 35th floor

    3 garden
    road, central

    hong
    kong

    telephone:
                    +852-2514-7600

    facsimile:
    +852-2869-7694

    Direct Dial Number

    +852-2514-7660

    E-mail
                                            Address

    dfertig@stblaw.com

October 3, 2022

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Blaise
                                            Rhodes

  Linda Cvrkel

  Nicholas Nalbantian

  Donald Field

 Re: Alibaba Group Holding Ltd

    Form 20-F for the Fiscal
                              Year Ended March 31, 2022

    Filed July 26, 2022

    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” or “Alibaba”), we respond to the comments contained in the letter from
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated September 7,
2022 (the “September 7 Comment Letter”), relating to the Company’s annual report on Form 20-F for
the fiscal year ended March 31, 2022 filed with the Commission on July 26, 2022 (the “2022 20-F”).

Set forth below are the Company’s responses
to the Staff’s comments in the September 7 Comment Letter. The Staff’s comments are retyped below for ease of reference.
The Company respectively advises the Staff that where the Company proposes to add or revise disclosure to its future filings on Form 20-F
in response to the Staff’s comments, the changes to be made will be subject to relevant factual updates and changes in relevant
laws or regulations, or in interpretations thereof.

    michael
    j.c.M. ceulen
    marjory
    j. ding
    daniel
    fertig
    adam
    C. furber
    YI
    GAO
    MAKIKO
    HARUNARI
    Ian
    C. Ho
    JONATHAN
    HWANG
    anthony
    d. king
    jin
    hYUK park
    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
    Brussels
    Houston
    LONDON
    Los
    Angeles
    Palo
    Alto
    SÃO
    PAULO
    TOKYO
    Washington,
    D.C.

    Simpson
                    Thacher & Bartlett

    October 3, 2022
    -2-

*        *
        *         *

Item 3. Key Information, page 1

 1. Please
                                            disclose prominently that you are not a Chinese operating company but
                                            a Cayman Islands holding company with operations conducted by your subsidiaries and through
                                            contractual arrangements with a variable interest entity (VIE) based in China and that this
                                            structure involves unique risks to investors. If true, disclose that these contracts have
                                            not been tested in court. Explain in this section whether the VIE structure is used to provide
                                            investors with exposure to foreign investment in China-based companies where Chinese law
                                            prohibits direct foreign investment in the operating companies, and disclose that investors
                                            may never hold equity interests in the Chinese operating company. Your disclosure should
                                            acknowledge that Chinese regulatory authorities could disallow this structure, which would
                                            likely result in a material change in your operations and/or a material change in the value
                                            of your securities, including that it could cause the value of such securities to significantly
                                            decline or become worthless. Provide a cross-reference to your detailed discussion of risks
                                            facing the company as a result of this structure.

The
Company respectfully refers the Staff to “Item 3. Key Information — D. Risk Factors” under the heading “Summary
of Risk Factors” on page 1 of the 2022 20-F where the Company disclosed that it is a Cayman Islands holding company that does
not directly engage in business operations itself, and that the Company operates its Internet business and other business in which foreign
investment is restricted or prohibited in the PRC through contractual arrangements with VIEs, including cross-reference to detailed discussion
of risks related to the VIE structure under “Item 3. Key Information — D. Risk Factors — Risks Related to Our Corporate
Structure.”

In response to the Staff’s comment, in the Company’s
future filings on Form 20-F, the Company will summarize and consolidate its disclosure of the risks associated with the VIE structure,
including the disclosure noted in the Staff’s comment, at the beginning of “Item 3. Key Information” under the heading
 “The VIE Structure Adopted by Our Company — Risks Related to the VIE Structure” before “B. Capitalization and
Indebtedness.” The Company proposes to revise disclosure consistent with the changes set forth in Annex A in its annual
report on Form 20-F for the fiscal year ending March 31, 2023 (the “2023 20-F”).

    Simpson
                    Thacher & Bartlett

    October 3, 2022
    -3-

 2. Provide prominent disclosure in this section about
                                            the legal and operational risks associated with being based in or having the majority of
                                            the company’s operations in China. Your disclosure should make clear whether these
                                            risks could result in a material change in your operations and/or the value of your securities
                                            or could significantly limit or completely hinder your ability to offer or continue to offer
                                            securities to investors and cause the value of such securities to significantly decline or
                                            be worthless. Your disclosure should address how recent statements and regulatory actions
                                            by China’s government, such as those related to the use of variable interest entities
                                            and data security or anti-monopoly concerns, have or may impact the company’s ability
                                            to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange.
                                            Please disclose whether your auditor is subject to the determinations announced by the PCAOB
                                            on December 16, 2021 and whether and how the Holding Foreign Companies Accountable Act
                                            and related regulations will affect your company. This section should address, but not necessarily
                                            be limited to, the risks highlighted elsewhere in the annual report.

The
Company respectfully refers the Staff to “Item 3. Key Information — D. Risk Factors” under the heading “Summary
of Risk Factors” on page 3 of the 2022 20-F for a summary of the risks related to the Company’s operations in China,
as well as detailed discussion of the risks under “Item 3. Key Information — D. Risk Factors — Risks Related to Doing
Business in the People’s Republic of China.”

In
response to the Staff’s comment, in the Company’s future filings on Form 20-F, the Company will summarize and consolidate
its disclosure of the risks related to operations in China, including the disclosure noted in the Staff’s comment, at the
beginning of “Item 3. Key Information” under the heading “Key Information Related to Doing Business in the People’s
Republic of China — Risks and Uncertainties Related to Doing Business in the People’s Republic of China” and “Holding
Foreign Companies Accountable Act”, before “B. Capitalization and Indebtedness.” In its 2023 20-F, the Company proposes
to revise disclosure consistent with the changes set forth in Annex A.

 3. Please
                                            disclose prominently here and throughout the annual report that you have been included on
                                            the conclusive list of issuers identified under the HFCAA on our website and acknowledge
                                            the ramifications of such identification, including volatility in the trading price of your
                                            ordinary shares/other listed or quoted securities. Additionally, when discussing the HFCAA,
                                            please update your disclosure throughout the annual report to discuss the fact that on August 26,
                                            2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission
                                            and the Ministry of Finance of the People's Republic of China, taking the first step toward
                                            opening access for the PCAOB to inspect and investigate registered public accounting firms
                                            headquartered in mainland China and Hong Kong.

The Company acknowledges the Staff’s comment and
respectfully advises the Staff that in its future filings on Form 20-F, the Company will provide appropriate updates regarding its
status as a “commission-identified issuer” as well as the risks of delisting and of its securities being prohibited from
trading in the United States. The Company also notes that it has disclosed its status as a “commission-identified issuer”
in Exhibit 99.1, “Alibaba Group Provides Update on its Status under the U.S. Holding Foreign Companies Accountable Act,”
to its current report on Form 6-K furnished to the Commission on August 1, 2022.

    Simpson
                    Thacher & Bartlett

    October 3, 2022
    -4-

The Company respectfully advises the
Staff that in its 2023 20-F, the Company will add the disclosure noted in the Staff’s comment to “Item 3. Key Information”
under the heading “Holding Foreign Companies Accountable Act” before “B. Capitalization and Indebtedness,” consistent
with the changes set forth in Annex A and also update its risk factor (as further discussed in the response to comment 14 below).

 4. Please refrain from using terms such as “we”
                                            or “our” when describing activities or functions of the VIE. We note, as one
                                            example only, on page 43 that you refer to the VIE structure as "our VIE structure."

In
response to the Staff’s comment, in its 2023 20-F, the Company intends to revise the references to “our VIE structure”
currently on pages 43 and 98 of the 2022 20-F to “the VIE structure adopted by us.” The Company acknowledges the Staff’s
comment and respectfully advises the Staff that in its future filings on Form 20-F, the Company will refrain from using such
terms as noted in the Staff’s comment.

 5. Provide a clear description of how cash is transferred
                                            through your organization. Disclose your intentions to distribute earnings or settle amounts
                                            owed under the VIE agreements. Quantify any cash flows and transfers of other assets by type
                                            that have occurred between the holding company, its subsidiaries, and the consolidated VIEs,
                                            and direction of transfer. Quantify any dividends or distributions that a subsidiary or consolidated
                                            VIE have made to the holding company and which entity made such transfer, and their tax consequences.
                                            Similarly quantify dividends or distributions made to U.S. investors, the source, and their
                                            tax consequences. Your disclosure should make clear if no transfers, dividends, or distributions
                                            have been made to date. Describe any restrictions on foreign exchange and your ability to
                                            transfer cash between entities, across borders, and to U.S. investors. Describe any restrictions
                                            and limitations on your ability to distribute earnings from the company, including your subsidiaries
                                            and/or the consolidated VIEs, to the parent company and U.S. investors as well as the ability
                                            to settle amounts owed under the VIE agreements. Provide cross-references to the condensed
                                            consolidating schedule and the consolidated financial statements.

The
Company respectfully refers the Staff to “Item 5. Operating and Financial Review and Prospects — B. Liquidity and
Capital Resources” under the heading “Holding Company Structure” on pages 159 and 160 of the 2022 20-F for (i) the
description of cash transfer between the Company, the Company’s subsidiaries and the VIEs, (ii) the disclosure of dividends
to the Company’s investors, and (iii) the discussion of restrictions on the ability of the Company’s PRC subsidiaries
to distribute earnings overseas. In response to the Staff’s comment, the Company respectfully advises the Staff that it will move
such existing disclosure to “Item 3. Key Information” under the heading “Cash Flows through our Company” before
 “B. Capitalization and Indebtedness,” consistent with the changes set forth in Annex A.

    Simpson
                    Thacher & Bartlett

    October 3, 2022
    -5-

Furthermore, the Company acknowledges the Staff’s
comment and respectfully advises the Staff that in its 2023 20-F, the Company will add disclosure of the settlement of fees under the
contractual arrangements with the VIEs to “Item 3. Key Information” under the heading “Cash Flows through our Company”
before “B. Capitalization and Indebtedness,” consistent with the changes set forth in Annex A.

 6. Please amend this section and your Summary of
                                            Risk Factors on page 1 and risk factors to state that, to the extent cash or assets
                                            in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds or assets may
                                            not be available to fund operations or for other use outside of the PRC/Hong Kong due to
                                            interventions in or the imposition of restrictions and limitations on the ability of you,
                                            your subsidiaries, or the consolidated VIEs by the PRC government to transfer cash or assets.
                                            In this section, provide cross-references to these other discussions.

The
Company respectfully advises the Staff that, with respect to cash or assets in the Company’s business in Hong Kong or a Hong Kong
entity, there are no interventions in or impositions of restrictions and limitation by the PRC government on the ability of the Company
or the Company’s subsidiaries to transfer cash or assets.

The Company acknowledges the Staff’s comment and
respectfully refers the Staff to the existing disclosure of the PRC government’s restrictions and li

CORRESP
1
filename1.htm

    Simpson Thacher & Bartlett

    icbc
    tower, 35th floor

    3 garden
    road, central

    hong kong

    telephone:
    +852-2514-7600

    facsimile:
    +852-2869-7694

    Direct Dial Number

    +852-2514-7660

    E-mail Address

    dfertig@stblaw.com

September 20, 2022

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Blaise Rhodes

    Linda Cvrkel

    Nicholas Nalbantian

    Donald Field

    Re:      
    Alibaba Group Holding Ltd

    Form 20-F for the Fiscal Year Ended March 31, 2022

    Filed July 26, 2022

    File No. 001-36614

Ladies and Gentlemen:

We are submitting this letter in response to your
correspondence dated September 7, 2022 (the “September 7 Letter”) concerning the above-referenced annual
report on Form 20-F that Alibaba Group Holding Limited (the “Company”) filed with the Commission on July 26,
2022.

In the September 7 Letter, you requested that
the Company respond to the Staff’s comments within 10 business days or advise the Staff when the Company will respond. The Company
respectfully advises the Staff that it continues to work on its responses and anticipates that it will require additional time in order
to respond fully to your letter.

The Company is therefore requesting an extension
until October 4, 2022 (10 business days from the date of this request) and expects to respond by that date.

    michael
    j.c.M. ceulen
    marjory
    j. ding
    daniel
    fertig
    adam
    C. furber
    YI
    GAO
    MAKIKO
    HARUNARI
    Ian
    C. Ho
    JONATHAN
    HWANG
    anthony
    d. king
    jin
    hYUK park
    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
    Brussels
    Houston
    LONDON
    Los
    Angeles
    Palo
    Alto
    SÃO
    PAULO
    TOKYO
    Washington,
    D.C.

    Simpson Thacher & Bartlett

    September 20, 2022
    -2-

*     *     *     *

If you have any question regarding the responses
contained in this letter, please do not hesitate to contact me at +852-2514-7660 or dfertig@stblaw.com.

    Very truly yours,

    /s/ Daniel Fertig

    Daniel Fertig

    cc:
    Daniel Yong Zhang, Chief Executive Officer

    Toby Hong Xu, Chief Financial Officer

    Sara Siying Yu, General Counsel

    Alibaba Group Holding Limited

United States securities and exchange commission logo
September 7, 2022
Daniel Yong Zhang
Chairman and Chief Executive Office
Alibaba Group Holding Ltd
26/F Tower One, Times Square
1 Matheson Street, Causeway Bay
Hong Kong
Re:Alibaba Group Holding Ltd
Form 20-F for Fiscal Year Ended March 31, 2022
Filed July 26, 2022
File No. 001-36614
Dear Mr. Yong Zhang:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for Fiscal Year Ended March 31, 2022
Item 3. Key Information, page 1
1.Please disclose prominently that you are not a Chinese operating company but a Cayman
Islands holding company with operations conducted by your subsidiaries and through
contractual arrangements with a variable interest entity (VIE) based in China and that this
structure involves unique risks to investors. If true, disclose that these contracts have not
been tested in court. Explain in this section whether the VIE structure is used to provide
investors with exposure to foreign investment in China-based companies where Chinese
law prohibits direct foreign investment in the operating companies, and disclose that
investors may never hold equity interests in the Chinese operating company. Your
disclosure should acknowledge that Chinese regulatory authorities could disallow this
structure, which would likely result in a material change in your operations and/or a
material change in the value of your securities, including that it could cause the value of

 FirstName LastNameDaniel Yong Zhang
 Comapany NameAlibaba Group Holding Ltd
 September 7, 2022 Page 2
 FirstName LastNameDaniel Yong Zhang
Alibaba Group Holding Ltd
September 7, 2022
Page 2
such securities to significantly decline or become worthless. Provide a cross-reference to
your detailed discussion of risks facing the company as a result of this structure.
2.Provide prominent disclosure in this section about the legal and operational risks
associated with being based in or having the majority of the company’s operations in
China. Your disclosure should make clear whether these risks could result in a material
change in your operations and/or the value of your securities or could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. Your disclosure
should address how recent statements and regulatory actions by China’s government, such
as those related to the use of variable interest entities and data security or anti-monopoly
concerns, have or may impact the company’s ability to conduct its business, accept
foreign investments, or list on a U.S. or other foreign exchange. Please disclose whether
your auditor is subject to the determinations announced by the PCAOB on December 16,
2021 and whether and how the Holding Foreign Companies Accountable Act and related
regulations will affect your company. This section should address, but not necessarily be
limited to, the risks highlighted elsewhere in the annual report.
3.Please disclose prominently here and throughout the annual report that you have been
included on the conclusive list of issuers identified under the HFCAA on our website and
acknowledge the ramifications of such identification, including volatility in the trading
price of your ordinary shares/other listed or quoted securities. Additionally, when
discussing the HFCAA, please update your disclosure throughout the annual report to
discuss the fact that on August 26, 2022, the PCAOB signed a Statement of Protocol with
the China Securities Regulatory Commission and the Ministry of Finance of the People's
Republic of China, taking the first step toward opening access for the PCAOB to inspect
and investigate registered public accounting firms headquartered in mainland China and
Hong Kong.
4.Please refrain from using terms such as “we” or “our” when describing activities or
functions of the VIE. We note, as one example only, on page 43 that you refer to the VIE
structure as "our VIE structure."
5.Provide a clear description of how cash is transferred through your organization. Disclose
your intentions to distribute earnings or settle amounts owed under the VIE agreements.
Quantify any cash flows and transfers of other assets by type that have occurred between
the holding company, its subsidiaries, and the consolidated VIEs, and direction of transfer.
Quantify any dividends or distributions that a subsidiary or consolidated VIE have made
to the holding company and which entity made such transfer, and their tax consequences.
Similarly quantify dividends or distributions made to U.S. investors, the source, and their
tax consequences. Your disclosure should make clear if no transfers, dividends, or
distributions have been made to date. Describe any restrictions on foreign exchange and
your ability to transfer cash between entities, across borders, and to U.S. investors.
Describe any restrictions and limitations on your ability to distribute earnings from the
company, including your subsidiaries and/or the consolidated VIEs, to the parent company

 FirstName LastNameDaniel Yong Zhang
 Comapany NameAlibaba Group Holding Ltd
 September 7, 2022 Page 3
 FirstName LastNameDaniel Yong Zhang
Alibaba Group Holding Ltd
September 7, 2022
Page 3
and U.S. investors as well as the ability to settle amounts owed under the VIE agreements.
Provide cross-references to the condensed consolidating schedule and the consolidated
financial statements.
6.Please amend this section and your Summary of Risk Factors on page 1 and risk factors to
state that, to the extent cash or assets in the business is in the PRC/Hong Kong or a
PRC/Hong Kong entity, the funds or assets may not be available to fund operations or for
other use outside of the PRC/Hong Kong due to interventions in or the imposition of
restrictions and limitations on the ability of you, your subsidiaries, or the consolidated
VIEs by the PRC government to transfer cash or assets. In this section, provide cross-
references to these other discussions.
7.To the extent you have cash management policies that dictate how funds are transferred
between you, your subsidiaries, the consolidated VIEs or investors, summarize the
policies in this section, and disclose the source of such policies (e.g., whether they are
contractual in nature, pursuant to regulations, etc.); alternatively, state in this section that
you have no such cash management policies that dictate how funds are transferred.
8.Please disclose clearly and early in this section that the company uses a structure that
involves a VIE based in China and what that entails. In addition, please also provide early
in this section a diagram of the company’s corporate structure, identifying the person or
entity that owns the equity in each depicted entity. With respect to the disclosed
contractual arrangements with the VIEs in the diagram to be included here and in Item 4.C
on page 121, please revise to use dashed lines without arrows. Additionally, describe all
contracts and arrangements through which you claim to have economic rights and exercise
control that results in consolidation of the VIE’s operations and financial results into your
financial statements. We note your description of the relevant agreements between the
entities on pages 121 to 126, however also disclose here how this type of corporate
structure may affect investors and the value of their investment, including how and why
the contractual arrangements may be less effective than direct ownership and that the
company may incur substantial costs to enforce the terms of the arrangements. Disclose
the uncertainties regarding the status of the rights of the Cayman Islands holding company
with respect to its contractual arrangements with the VIE, its founders and owners, and the
challenges the company may face enforcing these contractual agreements due to legal
uncertainties and jurisdictional limits.
9.We note your disclosure that the Cayman Islands holding company controls and receives
the economic benefits of the VIE’s business operations through contractual agreements
between the VIE and your Wholly Foreign-Owned Enterprise (WFOE). We also note your
disclosure that the Cayman Islands holding company is the primary beneficiary of the
VIE. However, neither the investors in the holding company nor the holding company
itself have an equity ownership in, direct foreign investment in, or control of, through such
ownership or investment, the VIE. Accordingly, please refrain from implying that the
contractual agreements are equivalent to equity ownership in the business of the VIE. Any
references to control, effective control or benefits that accrue to you because of the VIE

 FirstName LastNameDaniel Yong Zhang
 Comapany NameAlibaba Group Holding Ltd
 September 7, 2022 Page 4
 FirstName LastNameDaniel Yong Zhang
Alibaba Group Holding Ltd
September 7, 2022
Page 4
should be limited to a clear description of the conditions you have satisfied for
consolidation of the VIE under U.S. GAAP. Additionally, your disclosure should clarify
that you are the primary beneficiary of the VIE for accounting purposes.

10.Disclose each permission or approval that you, your subsidiaries, or the VIEs are required
to obtain from Chinese authorities to operate your business and to offer your securities to
foreign investors. State whether you, your subsidiaries, or VIEs are covered by
permissions requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental agency that is
required to approve the VIE’s operations, and state affirmatively whether you have
received all requisite permissions or approvals and whether any permissions or approvals
have been denied. Please also describe the consequences to you and your investors if you,
your subsidiaries, or the VIEs: (i) do not receive or maintain such permissions or
approvals, (ii) inadvertently conclude that such permissions or approvals are not required,
or (iii) applicable laws, regulations, or interpretations change and you are required to
obtain such permissions or approvals in the future. In this regard, we note certain
responsive information is presented in the sections captioned "Permissions and Approvals
Required to be Obtained from PRC Authorities for our Business Operations" and
"Permissions and Approvals Required to be Obtained from PRC Authorities for our
Securities Offerings" on pages 98-99.  Please revise to provide the requested information
on permissions and approvals here along with all other China-based issuer disclosure.
11.We note that the consolidated VIEs constitute a material part of your consolidated
financial statements. Please provide in tabular form a condensed consolidating schedule
that disaggregates the operations and depicts the financial position, cash flows, and results
of operations as of the same dates and for the same periods for which audited consolidated
financial statements are required. The schedule should present major line items, such as
revenue and cost of goods/services, and subtotals and disaggregated intercompany
amounts, such as separate line items for intercompany receivables and investment in
subsidiary. The schedule should also disaggregate the parent company, the VIEs and its
consolidated subsidiaries, the WFOEs that are the primary beneficiary of the VIEs, and an
aggregation of other entities that are consolidated. The objective of this disclosure is to
allow an investor to evaluate the nature of assets held by, and the operations of, entities
apart from the VIE, as well as the nature and amounts associated with intercompany
transactions. Any intercompany amounts should be presented on a gross basis and when
necessary, additional disclosure about such amounts should be included in order to make
the information presented not misleading. In this regard, we note certain responsive
information is presented in the section captioned "Variable Interest Entity Financial
Information" on page 150.  The condensed consolidating schedule should also be
presented here along with all other China-based issuer disclosure.

 FirstName LastNameDaniel Yong Zhang
 Comapany NameAlibaba Group Holding Ltd
 September 7, 2022 Page 5
 FirstName LastNameDaniel Yong Zhang
Alibaba Group Holding Ltd
September 7, 2022
Page 5
D. Risk Factors
Summary of Risk Factors, page 1
12.Please revise the Summary of Risk Factors to disclose the risks that your corporate
structure and being based in or having the majority of the company’s operations in China
poses to investors. In particular, describe the significant regulatory, liquidity, and
enforcement risks with specific cross-references to the more detailed discussion of these
risks in the annual report. For example, specifically discuss risks arising from the legal
system in China, including risks and uncertainties regarding the enforcement of laws and
that rules and regulations in China can change quickly with little advance notice; and the
risk that the Chinese government may intervene or influence your operations at any time,
or may exert more control over offerings conducted overseas and/or foreign investment in
China-based issuers, which could result in a material change in your operations and/or the
value of your securities. Acknowledge any risks that any actions by the Chinese
government to exert more oversight and control over offerings that are conducted overseas
and/or foreign investment in China-based issuers could significantly limit or completely
hinder your ability to offer or continue to offer securities to investors and cause the value
of such securities to significantly decline or be worthless.
Our business is subject to complex and evolving domestic and international laws and regulations
regarding privacy and data protection, page 23
13.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, please revise your risk factor disclosure to explain in
greater detail how this oversight impacts your business and to what extent you believe that
you are compliant with the regulations or policies that have been issued by the CAC to
date. In this regard, we note that the risk factor generally describes the new and proposed
regulations but doesn't evaluate how the company will actually be impacted by the new or
proposed regulations.  Revise to clarify and specifically address if you will be subject to a
cybersecurity review.  To the extent you do not believe you will be subject to a
cybersecurity review, discuss how you came to that conclusion including the underlying
facts and circumstances which support that determination. For example, the third
paragraph discusses operators of critical information infrastructure, network platform
operators and data processors but doesn't provide any analysis regarding whether the
company will be captured by these new or proposed regulations based upon the company's
number of users or the type of data that the company collects.  Please revise as applicable
so investors can clearly understand how these new and proposed regulations will
impact the company and any future offerings.  Lastly, to the extent applicable, please
revise the the company's permissions and approvals discussions on pages 98 and 99.

 FirstName LastNameDaniel Yong Zhang
 Comapany NameAlibaba Group Holding Ltd
 September 7, 2022 Page 6
 FirstName LastNameD

February 14, 2020
Daniel Yong Zhang
Chief Executive Officer
Alibaba Group Holding Ltd
26/F Tower One, Times Square
1 Matheson Street, Causeway Bay
Hong Kong
Re:Alibaba Group Holding Ltd
Form 20-F for the Fiscal Year Ended March 31, 2019
File No. 001-36614
Dear Mr. Yong Zhang:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Daniel Fertig

CORRESP
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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

CORRESP
1
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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

December 31, 2019

CONFIDENTIAL AND VIA EDGAR AND HAND DELIVERY

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Andrew Blume, Staff Accountant

Jennifer Thompson, Accounting   Branch Chief

Re:

Alibaba Group Holding Limited

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

Filed June 5, 2019

File No. 1-36614

Ladies and Gentlemen:

On behalf of our client Alibaba Group Holding Limited (the “Company”), we are submitting this letter in response to your follow-up correspondence dated December 18, 2019 (the “December 18 Letter”) concerning the above-referenced annual report on Form 20-F that the Company filed with the Commission on June 5, 2019.

In the December 18 Letter, you requested that the Company respond to the Staff’s comments within 10 business days or advise the Staff when the Company will respond.  The Company respectfully advises the Staff that it continues to work on its responses and that it will require additional time in order to respond fully to your letter.

The Company is therefore requesting an extension until January 17, 2020 and expects to respond no later than that date and will endeavor to respond earlier if possible.

* * *

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.

In the meantime, please do not hesitate to contact me at +852-2514-7660 (work) or dfertig@stblaw.com (email).

Very truly yours,

/s/ Daniel Fertig

Daniel Fertig

cc:

Daniel Yong Zhang,   Chief Executive Officer

Maggie Wei Wu, Chief   Financial Officer

Timothy A. Steinert,   General Counsel and Secretary

Alibaba Group Holding   Limited

2

December 18, 2019
Daniel Yong Zhang
Chief Executive Officer
Alibaba Group Holding Ltd
26/F Tower One, Times Square
1 Matheson Street, Causeway Bay
Hong Kong
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
Dear Mr. Yong Zhang:
            We have reviewed your December 4, 2019 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
November 5, 2019 letter.
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

 FirstName LastNameDaniel Yong Zhang
 Comapany NameAlibaba Group Holding Ltd
 December 18, 2019 Page 2
 FirstName LastNameDaniel Yong Zhang
Alibaba Group Holding Ltd
December 18, 2019
Page 2
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.

•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.

•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.

•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.

(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."

 FirstName LastNameDaniel Yong Zhang
 Comapany NameAlibaba Group Holding Ltd
 December 18, 2019 Page 3
 FirstName LastName
Daniel Yong Zhang
Alibaba Group Holding Ltd
December 18, 2019
Page 3
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.
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
investments
(a) Restructuring of the relationship with Ant Financial and Alipay, page F-17
3.We note that during September 2019 you received a newly-issued 33% equity interest in
Ant Financial following the satisfaction of the closing conditions of the SAPA.  We have
the following comments:

•Your disclosure indicates that you account for this interest in Ant Financial using the
equity method, you initially recorded this investment at cost, and you also recorded a
material RMB 69.2 billion gain in interest and investment income upon completion of
the transaction.  Please explain to us the nature of this gain and cite the authoritative
GAAP guidance that supports your accounting treatment.
•We note your statement on page F-18 that you made significant management
judgments related to the measurement of the 33% equity interest and the recognition
of the gain; please describe to us these significant management judgments.
            You may contact Andrew Blume, Staff Accountant, at (202) 551-3254 or Jennifer
Thompson, Accounting Branch Chief, at (202) 551-3737 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Daniel Fertig

CORRESP
1
filename1.htm

Simpson Thacher & Bartlett

ICBC TOWER, 35TH FLOOR

3 GARDEN ROAD, CENTRAL

HONG KONG

TELEPHONE: +852-2514-7600

FACSIMILE: +852-2869-7694

Direct Dial Number
   +852-2514-7660

E-mail Address
   dfertig@stblaw.com

VIA EDGAR

December 4, 2019

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:                                         Andrew Blume, Staff Accountant

Jennifer Thompson, Accounting Branch Chief

Re:                             Alibaba Group Holding Ltd

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

Response Dated October 25, 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 follow-up comments contained in the letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated November 5, 2019 (the “November 5 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 June 5, 2019 (the “2019 20-F”).

Set forth below are the Company’s responses to the Staff’s comments in the November 5 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.

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 2 and have the following comments:

·                  Please tell us whether you identified any related parties for purposes of your consolidation analysis under ASC 810. If so, tell us how you considered these related parties when concluding it was appropriate to deconsolidate Alibaba Pictures in June 2015 and to consolidate it in March 2019.

Deconsolidation of Alibaba Pictures in June 2015

The Company advises the Staff that, as detailed in the Company’s response, dated October 25, 2019, to the Staff’s comments contained in the letter from the Staff dated September 26, 2019 (the “October 2019 Response”), the Company assessed Alibaba Pictures for consolidation under the voting interest model in ASC 810. In the absence of majority voting interest in Alibaba Pictures after the 2015 Transaction (as defined below), the Company considered the following factors:

Alibaba Pictures’ board of directors

Under the Bye-laws of Alibaba Pictures, the board of directors of Alibaba Pictures (“Alibaba Pictures Board”) manages and conducts the business of Alibaba Pictures and appoints its officers. Therefore, under the voting interest model, the Company considered whether representation on the Alibaba Pictures Board by the Company’s related parties might still give the Company control over Alibaba Pictures after the completion of Alibaba Pictures’ placement of newly-issued ordinary shares to other third-party investors on June 11, 2015 (the “2015 Transaction”), which diluted the Company’s equity interest in Alibaba Pictures from approximately 60% to 49.5%. For this analysis, in accordance with U.S. GAAP, the Company identified the Company’s employees and partners of the Alibaba Partnership as related parties of the Company.

As of the completion of the 2015 Transaction, only two of the seven directors on the Alibaba Pictures Board were the Company’s employees and/or partners of the Alibaba Partnership (please refer to Exhibit 1 for further details). Therefore, the Company did not have a majority representation on the Alibaba Pictures Board.  Furthermore, as detailed in the October 2019 Response, in accordance with the Bye-laws of Alibaba Pictures, given that the Company only held 49.5% of shareholder voting interest following the completion of the 2015 Transaction, the Company did not have the unilateral ability to change the composition or elect/appoint a majority of the Alibaba Pictures Board. As a result, the Company concluded that it lost control of the Alibaba Pictures Board upon the completion of the 2015 Transaction.

2

No contractual arrangements

The Company also assessed whether it had control over Alibaba Pictures through contractual arrangements.  During the period from the completion of the 2015 Transaction until the completion of the 2019 Transaction (as defined below), the Company did not have contractual arrangements with any parties that gave the Company control over Alibaba Pictures.

No potential voting rights

The Company advises the Staff that it did not and does not own any financial instruments, such as options, warrants and convertible instruments, in Alibaba Pictures that provided or provide the Company with any potential voting rights. The Company has historically held and currently holds Alibaba Pictures’ ordinary shares only. Please see the Company’s response below for further details.

Because the Company neither had a majority of equity or voting interest in Alibaba Pictures after the completion of the 2015 Transaction, nor did the Company have any other arrangements that would enable the Company to have control over the Alibaba Pictures Board or shareholder votes, the Company concluded that it should not consolidate Alibaba Pictures under the voting interest model in ASC 810. Following the completion of the 2015 Transaction until immediately prior to the completion of the 2019 Transaction (as defined below), the Company continued to hold less than 50% of the equity or voting interest in Alibaba Pictures and the Company’s employees and/or partners of the Alibaba Partnership did not represent a majority of the Alibaba Pictures Board at any given time. Therefore, the Company concluded that it was appropriate to not consolidate Alibaba Pictures under the voting interest model in ASC 810 during this period.

Consolidation of Alibaba Pictures in March 2019

In March 2019, the Company subscribed for 1,000,000,000 newly issued ordinary shares, representing approximately 2% of the equity interest in Alibaba Pictures, for a cash consideration of HK$1.25 per share (the “2019 Transaction”). Upon the completion of the 2019 Transaction, the Company’s equity interest in Alibaba Pictures increased to approximately 51%. For the consolidation analysis related to the 2019 Transaction, since the Company by itself already held (and currently holds) a controlling financial interest in Alibaba Pictures through its 51% equity interest, the Company concluded that it should consolidate Alibaba Pictures under the voting interest model in ASC 810 and consideration of arrangements involving related parties of the Company was unnecessary.

·                  Please tell us if you own financial instruments in Alibaba Pictures, such as options, warrants, and convertible instruments, that provide you with potential voting rights. If so, tell us whether and how you considered such items in the determination of whether you had a controlling financial interest during the periods you did not consolidate Alibaba Pictures. Regardless of whether you considered these potential voting rights in your  analysis, ensure that you provide us with a comprehensive narrative of the instruments you currently own and have historically owned. Detail the number of additional shares issuable upon exercise or conversion and your potential ownership percentage on a fully-diluted basis and explain whether such items are currently exercisable or convertible, in or out of the money, and whether they had nominal exercise prices.

3

The Company advises the Staff that it did not and does not own any financial instruments, such as options, warrants and convertible instruments, in Alibaba Pictures that provided or provide the Company with any potential voting rights. The Company has historically held and currently holds Alibaba Pictures’ ordinary shares only. The number of ordinary shares the Company held, along with the percentage of equity interest these shares represented, is summarized in the table below:

Date/ Event

Number of
   shares acquired

Number of
   shares held

Approximate
   percentage of
   equity interest

June 2014   (Acquisition of a controlling interest in Alibaba Pictures)

12,488,058,846

12,488,058,846

60

%

June 2015   (2015 Transaction)

Nil

12,488,058,846

49.5

%

March 2019   (2019 Transaction)

1,000,000,000

13,488,058,846

51

%

·                  We note that you did not consolidate Alibaba Pictures from June 2015 through March 2019, a timeframe when your ownership percentage approached but did not exceed 50%. Provide us with a comprehensive rollforward of the composition of Alibaba Picture’s Board of Directors and executive officers immediately prior to, during, and immediately after this timeframe. In doing so, provide us with the name, background, and employment of each director and executive officer, the start and end dates of each individual’s term or tenure, and clarify whether or not you voted for or nominated each individual. To the extent applicable, explain if and how you immediately lost board control at the time of the March 2015 financing round that diluted your ownership percentage to 49.5%. Ensure you appropriately identify the individuals who are your officers or employees and all individuals associated with your related parties and affiliates.

The Company refers the Staff to Exhibit 1 for a rollforward of the composition of the Alibaba Pictures Board immediately prior to, during, and immediately after the timeframe from the completion of the 2015 Transaction to the completion of the 2019 Transaction (the “Deconsolidation Period”). As discussed above, pursuant to the Bye-laws of Alibaba Pictures, the Alibaba Pictures Board manages and conducts the business of Alibaba Pictures and appoints its officers.  As can be seen from Exhibit 1, throughout the Deconsolidation Period, directors who were employees of the Company and/or partners of the Alibaba Partnership represented, at various times, two out of seven, two out of six, two out of nine, three out of ten, three out of nine and three out of eight directors, in each case less than a majority of the Alibaba Pictures Board.

4

In addition, as detailed in the October 2019 Response, in accordance with the Bye-laws of Alibaba Pictures, given that the Company only held 49.5% of shareholder voting interest following the completion of the 2015 Transaction, the Company did not have the unilateral ability to change the composition or elect/appoint a majority of the Alibaba Pictures Board.

As a result, the Company concluded that it lost control of the Alibaba Pictures Board upon the completion of the 2015 Transaction.

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

2.              We note your response to comment 3 and have the following comments:

·                  It appears from your response that you determined the fair value of both the approximately 17% equity interest in Ele.me that you gave up in this transaction to acquire an additional 30% equity interest in Koubei and the 42% previously held equity interest in Koubei that you revalued based on a valuation of the post-integration company. Please tell us in more detail how the valuation of the post-integration company was allocated between Ele.me and Koubei to allow you to determine the fair value of the Ele.me or Koubei equity on a stand-alone basis.

The Company advises the Staff that, as detailed in the October 2019 Response, an independent valuer estimated the fair value of (i) approximately 17% of the equity interest in Ele.me and (ii) the approximately 42% previously held equity interest in Koubei by referencing the purchase price that new and existing investors paid to acquire newly issued shares of the new holding company in its subsequent fund raising in December 2018 (the “December 2018 Fund Raising”), with certain adjustments made to reflect factors that affected the fair value estimation, such as differences in the rights of different classes of shares.

The Company would like to clarify that the new holding company only holds the Koubei and Ele.me businesses. Therefore, the valuation of this new holding company immediately after the integration transaction represented, in substance, the sum of the respective valuations of Koubei and Ele.me.

The fair values of (i) approximately 17% of the equity interest in Ele.me and (ii) the approximately 42% previously held equity interest in Koubei were determined based on the respective fair values of the Ele.me equity and Koubei equity, which were in turn determined as follows:

5

·                  Because the December 2018 Fund Raising was a transaction at arm’s length involving both existing and new third-party investors in the new holding company, the purchase price that new and existing investors paid to acquire newly issued preferred shares of the new holding company was determined to be indicative of the fair value of the preferred shares of the new holding company.

·                  The independent valuer adopted the backsolve method under the market approach to determine the fair value of each common share of the new holding company, considering the differences in rights between the preferred shares and common shares of the new holding company. The equity value of the new holding company was then determined by multiplying the fair values of each preferred share and common share by the number of shares outstanding in the respective class.

·                  Shareholders of Ele.me and Koubei who held a certain number of common and/or preferred shares of the respective company immediately prior to the integration received a certain number of common and/or preferred shares of the new holding company immediately after the integration, based on a formula that applied to all shareholders. Therefore, the respective fair value of equity of each of Ele.me and Koubei on a standalone basis could be derived using the fair value of the common and/or preferred shares in the new holding company that the original Ele.me and Koubei shareholders received based on their shareholdings in Ele.me and Koubei immediately prior to the integration.

For illustration purpose only, if the original Koubei shareholders, in aggregate, received 500 common shares and 500 preferred shares of the new holding company immediately after the integration, the fair value of the Koubei equity on a standalone basis would be, in substance, the sum of (1) the fair value per common share of the new holding company multiplied by 500 and (2) the fair value per preferred share of the new holding company multiplied by 500.

·                  We note that you had discontinued applying the equity method to Koubei pursuant to the guidance in ASC 323-10-35-20. Please quantify for us your share of Koubei’s cumulative unrecognized losses at the date you acquired control.

The Company advises the Staff that, as detailed in the October 2019 Response, prior to the integration transaction, the carrying value of the Company’s minority investment in Koubei had been reduced to zero in the quarter ended December 31, 2017. Subsequently, the Company ceased to share the loss of Koubei pursuant to ASC 323-10-35-20. The Company’s share of Koubei’s cumulative unrecognized losses at the date the Company acquired control over Koubei was approximately RMB2.8 billion (

CORRESP
1
filename1.htm

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

November 19, 2019

CONFIDENTIAL AND VIA EDGAR AND HAND DELIVERY

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:                                         Andrew Blume, Staff Accountant

Jennifer Thompson, Accounting Branch Chief

Re:                             Alibaba Group Holding Limited

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

Filed June 5, 2019

File No. 1-36614

Ladies and Gentlemen:

On behalf of our client Alibaba Group Holding Limited (the “Company”), we are submitting this letter in response to your follow-up correspondence dated November 5, 2019 (the “November 5 Letter”) concerning the above-referenced annual report on Form 20-F that the Company filed with the Commission on June 5, 2019.

In the November 5 Letter, you requested that the Company respond to the Staff’s comments within 10 business days or advise the Staff when the Company will respond.  The Company respectfully advises the Staff that it continues to work on its responses and that it will require additional time in order to respond fully to your letter.

The Company is therefore requesting an extension until December 4, 2019 (ten business days from the date of this request) and expects to respond no later than that date and will endeavor to respond earlier if possible.

* * *

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.

In the meantime, please do not hesitate to contact me at +852-2514-7660 (work) or dfertig@stblaw.com (email).

Very truly yours,

/s/ Daniel Fertig

Daniel Fertig

cc:                                Daniel Yong Zhang, Chief Executive Officer

Maggie Wei Wu, Chief Financial Officer

Timothy A. Steinert, General Counsel and Secretary

Alibaba Group Holding Limited

2

November 5, 2019
Daniel Yong Zhang
Chief Executive Officer
Alibaba Group Holding Ltd
26/F Tower One, Times Square
1 Matheson Street, Causeway Bay
Hong Kong
Re:Alibaba Group Holding Ltd
Form 20-F for the Fiscal Year Ended March 31, 2019
Response Dated October 25, 2019
File No. 001-36614
Dear Mr. Yong Zhang:
            We have reviewed your October 25, 2019 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 26, 2019 letter.
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 2 and have the following comments:

•Please tell us whether you identified any related parties for purposes of your
consolidation analysis under ASC 810.  If so, tell us how you considered these related
parties when concluding it was appropriate to deconsolidate Alibaba Pictures in June
2015 and to consolidate it in March 2019.

 FirstName LastNameDaniel Yong Zhang
 Comapany NameAlibaba Group Holding Ltd
 November 5, 2019 Page 2
 FirstName LastNameDaniel Yong Zhang
Alibaba Group Holding Ltd
November 5, 2019
Page 2

•Please tell us if you own financial instruments in Alibaba Pictures, such as options,
warrants, and convertible instruments, that provide you with potential voting rights.
If so, tell us whether and how you considered such items in the determination of
whether you had a controlling financial interest during the periods you did not
consolidate Alibaba Pictures.  Regardless of whether you considered these potential
voting rights in your analysis, ensure that you provide us with a comprehensive
narrative of the instruments you currently own and have historically owned.  Detail
the number of additional shares issuable upon exercise or conversion and your
potential ownership percentage on a fully-diluted basis and explain whether such
items are currently exercisable or convertible, in or out of the money, and whether
they had nominal exercise prices.

•We note that you did not consolidate Alibaba Pictures from June 2015 through March
2019, a timeframe when your ownership percentage approached but did not exceed
50%.  Provide us with a comprehensive rollforward of the composition of Alibaba
Picture's Board of Directors and executive officers immediately prior to, during, and
immediately after this timeframe.  In doing so, provide us with the name,
background, and employment of each director and executive officer, the start and end
dates of each individual's term or tenure, and clarify whether or not you voted for or
nominated each individual.  To the extent applicable, explain if and how you
immediately lost board control at the time of the March 2015 financing round that
diluted your ownership percentage to 49.5%.  Ensure you appropriately identify
the individuals who are your officers or employees and all individuals associated with
your related parties and affiliates.
(c) Acquisitions and integration of Rajax Holding (“Ele.me”) and Koubei Holding Limited
(“Koubei”), page F-43
2.We note your response to comment 3 and have the following comments:

•It appears from your response that you determined the fair value of both the
approximately 17% equity interest in Ele.me that you gave up in this transaction to
acquire an additional 30% equity interest in Koubei and the 42% previously held
equity interest in Koubei that you revalued based on a valuation of the post-
integration company.  Please tell us in more detail how the valuation of the post-
integration company was allocated between Ele.me and Koubei to allow you to
determine the fair value of the Ele.me or Koubei equity on a stand-alone basis.

•We note that you had discontinued applying the equity method to Koubei pursuant to
the guidance in ASC 323-10-35-20.  Please quantify for us your share of Koubei's
cumulative unrecognized losses at the date you acquired control.

•We note that you accounted for the increase in your effective equity interest in

 FirstName LastNameDaniel Yong Zhang
 Comapany NameAlibaba Group Holding Ltd
 November 5, 2019 Page 3
 FirstName LastName
Daniel Yong Zhang
Alibaba Group Holding Ltd
November 5, 2019
Page 3
Koubei as a step acquisition of Koubei.  Please provide us with your analysis of
whether it would be appropriate under US GAAP to treat a portion of the additional
investment in Koubei as the funding of prior losses and limit the Koubei revaluation
gain by your share of unrecognized losses.

            You may contact Andrew Blume, Staff Accountant, at (202) 551-3254 or Jennifer
Thompson, Accounting Branch Chief, at (202) 551-3737 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

SIMPSON   THACHER & BARTLETT

ICBC TOWER, 35TH FLOOR

3 GARDEN ROAD, CENTRAL

HONG KONG

TELEPHONE:   +852-2514-7600

FACSIMILE:   +852-2869-7694

DIRECT DIAL NUMBER
   +852-2514-7660

E-MAIL ADDRESS
   dfertig@stblaw.com

DRAFT

CONFIDENTIAL

October 25, 2019

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 Accountant

Jennifer Thompson, Accounting Branch Chief

Re:

Alibaba Group Holding Ltd

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

Filed June 5, 2019

File No. 1-36614

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” or “Alibaba”), we respond to the comments contained in the letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated September 26, 2019 (the “September 26 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 June 5, 2019 (the “2019 20-F”).

Set forth below are the Company’s responses to the Staff’s comments in the September 26 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.

Item 4. Information on the Company

C. Organizational Structure

VIE equity holders after the VIE Structure Enhancement, page 117

1.              Please tell us and consider disclosing the specific selected members of the Alibaba Partnership or your management referenced in footnote (1) of your page 118 organization diagram.

The Company respectfully advises the Staff that, as of the date of its response, the Company has completed the VIE Structure Enhancement with respect to all five of the Company’s material VIEs as disclosed on page 115 of the 2019 20-F.  The Company does not believe the identities of the ultimate VIE interest holders are material information, because unlike the original structure, the VIE Structure Enhancement was designed to ensure that none of the individual holders has control over any VIE (as none of them holds more than 20% interest or voting power, while the partnership structure also ensures that any individual holder can be replaced any time with another member of the Alibaba Partnership or the Company’s management).  Notwithstanding the Company’s view as to the non-materiality of the identities of the particular partners and/or management who are the ultimate VIE interest holders, the Company is hereby providing the identities of the individual holders as follows.

The individual limited partners referenced in footnote (1) of the organization diagram on page 118 of the 2019 20-F for the PRC Limited Partnerships and individual shareholders of the general partners with respect to the five material VIE entities disclosed on page 115 of the 2019 20-F consist of:

·                  Daniel Yong Zhang, Jessie Junfang Zheng, Xiaofeng Shao, Judy Wenhong Tong and Angel Ying Zhao (with respect to each of Zhejiang Taobao Network Co., Ltd.; Zhejiang Tmall Network Co., Ltd.; Alibaba Cloud Computing Ltd.; and Hangzhou Alibaba Advertising Co., Ltd.); and

·                  Sophie Minzhi Wu, Trudy Shan Dai, Jeff Jianfeng Zhang, Fan Jiang and Winnie Jia Wen (with respect to Youku Information Technology (Beijing) Co. Ltd.).

Each of the above individuals is a partner of the Alibaba Partnership.  The Company respectfully advises the Staff that it will disclose the identities of the specific individuals described in the abovementioned footnote of this organization diagram for its material VIEs in all its future annual reports on Form 20-F, starting with its annual report on Form 20-F for the fiscal year ending March 31, 2020.

2

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

2.              We note that you consolidated Alibaba Pictures Group Limited (“Alibaba Pictures”) in fiscal 2015, deconsolidated it in fiscal 2016, and consolidated it again during fiscal 2019. We further note that you recorded significant gains during fiscal year 2015 and 2019 related to these transactions and also recorded a significant impairment of your Alibaba Pictures investment during fiscal 2018. Please address the following comments related to your investment in Alibaba Pictures:

·                  Provide us with a complete historical narrative of your transactions involving Alibaba Pictures. In doing so, tell us the business purpose and intent of the transactions causing the consolidation changes. Tell us why you decided to acquire a controlling interest in Alibaba Pictures in June 2014, why you decided to relinquish control over Alibaba Pictures by not participating in the June 2015 financing transaction, and why you decided to participate in the March 2019 equity offering at a level that resulted in a controlling equity interest rather than merely maintaining your 49% equity interest. If currently known, also provide us with a forward-looking view of your investment intentions.

The Company respectfully advises the Staff that the multiple transactions involving Alibaba Pictures referenced in the Staff’s comment above reflected the different stages, starting from 2014, of the Company’s exploration and formulation of strategies to provide digital media and entertainment services to consumers in its digital economy, which the Company has since referred to as its “Happiness” strategy.

Alibaba Pictures was one of the targets the Company identified in the early stages of formulating its digital media and entertainment strategies. In June 2014, the Company acquired control of Alibaba Pictures by purchasing newly-issued ordinary shares representing approximately 60% of the equity interest in Alibaba Pictures for a total cash consideration of HK$6,244 million, which was then equivalent to approximately US$806 million.

After the Company’s initial investment in Alibaba Pictures in 2014, the Company found that it was not yet able to integrate this new business into the Company’s long-term strategy as quickly as expected, partly due to the Company’s lack of relevant industry knowledge and operational experience.  The Company also realized that it would require more time and capital than originally contemplated to achieve synergies with Alibaba Pictures’ business.  Therefore, starting from 2015, the Company took a more cautious approach towards Alibaba Pictures and its business, and decided not to participate in Alibaba Pictures’ June 2015 financing round, in which Alibaba Pictures placed newly-issued ordinary shares to unrelated third-party investors raising gross proceeds of HK$12,179 million (or approximately US$1,571 million). The  Company’s equity interest was therefore diluted to 49.5% upon the completion of that placement. The Company believed that, although it no longer controlled Alibaba Pictures, its significant influence over Alibaba Pictures associated with this remaining equity interest would still allow the Company to continue exploring initiatives that would facilitate integration of Alibaba Pictures’ business into the Company’s ecosystem over time.

3

In November 2015, when the Company sold certain movie-related businesses to Alibaba Pictures, the Company continued the above cautious approach by receiving cash consideration of approximately US$520 million instead of acquiring more equity, so as to maintain its 49.5% equity interest and substantial influence while avoiding control over Alibaba Pictures. The Company believed that these businesses would help strengthen Alibaba Pictures’ core competence and that the transaction would enable the Company to continue exploring the integration of their various online and offline entertainment-related offerings.

Starting from 2016, the Company’s digital economy and businesses, including core commerce, local consumer services, Youku and other digital media entertainment initiatives, had all expanded significantly. After three years of efforts to address increasing customer demand for services and entertainment beyond physical goods and to compete effectively, the Company believed that it had formed a clearer view on how to build competitive strengths and better drive synergies across its various consumer-facing businesses. As a result, the Company increased its stake to approximately 51% and regained control over Alibaba Pictures in March 2019 by subscribing for newly-issued ordinary shares for a cash consideration of HK$1,250 million (approximately US$159 million).

The Company does not currently have forward-looking investment intentions with respect to Alibaba Pictures.  The Company respectfully advises the Staff that it recorded significant one-time gains during fiscal years 2016 and 2019 related to these transactions as a result of GAAP rules and regulations.  The Company has also provided and presented a number of non-GAAP financial measures — which excluded these one-time gains — to help investors better understand the Company’s core operating results and underlying trends in the Company’s business.

·                  Please tell us how you determined the fair value of your previously held Alibaba Pictures investment on the date of your March 2019 acquisition. If the amount was not entirely based on the publicly traded stock price of Alibaba Pictures, explain to us in sufficient detail the method used to determine fair value and why you believe the method employed was appropriate.

4

The Company respectfully advises the Staff that, as disclosed in Note 4(b) to the consolidated financial statements, the fair value of its previously held equity interest in Alibaba Pictures amounting to RMB16,229 million was estimated with reference to the market price per share as of the acquisition date. More specifically, this amount was calculated entirely based on  the closing market price of the stock of Alibaba Pictures traded on the Hong Kong Stock Exchange (“HKSE”) (i.e., HK$1.52 per share as of March 5, 2019 multiplied by 12,488,058,846 shares of Alibaba Pictures that were previously held by the Company).

·                  We note that you deconsolidated Alibaba Pictures during fiscal 2016 when shares were issued to third party investors and your ownership percentage fell below 50%. Citing authoritative GAAP literature, explain in sufficient detail your consolidation policy, including whether you assess Alibaba Pictures for consolidation under the variable or voting interest model. Ensure you fully explain shareholder rights, board composition, and any contractual arrangements that influence control. If Alibaba Pictures is a voting interest entity, explain to us if you are able to unilaterally control whether or not your investment exceeds 50%.

The Company advises the Staff that Alibaba Pictures was not considered a variable interest entity under ASC 810, as it qualified for the business scope exception under ASC 810-10-15-17(d). In case of a contrary view that the business scope exception under ASC 810-10-15-17(d) was not met, the Company performed a further analysis to determine whether Alibaba Pictures was subject to consolidation under the VIE guidance. A legal entity is subject to consolidation under the VIE guidance if, by design, any of the conditions in ASC 810-10-15-14 exists. Under such analysis, the Company concluded that Alibaba Pictures was not a VIE and therefore the VIE model was not applicable.

In accordance with ASC 810-10-15-3, as the VIE model was not applicable, the voting interest model was followed to assess whether the Company had control over Alibaba Pictures and therefore should consolidate its financial results. In accordance with paragraph 66(1) of the Bye-laws of Alibaba Pictures (“Alibaba Pictures Bye-laws”), each share is entitled to one vote at the general meetings of Alibaba Pictures. Therefore, when the Company’s equity interest was diluted from approximately 60% to 49.5% in June 2015, its voting interest no longer represented a majority. The guidance in ASC 810-10-25-1 provides that “[t]he usual condition for a controlling financial interest is ownership of a majority of voting interest, but in some circumstances control does not rest with the majority owner.” As a result, although the Company no longer owned a majority voting interest, it also assessed whether it was able to exert control through other arrangements.

5

1.                                      Board of Directors of Alibaba Pictures (the “Alibaba Pictures Board”)

In order for the Company to control the Alibaba Pictures Board, it must have the unilateral ability to appoint or elect a majority of the members of the Alibaba Pictures Board. The Alibaba Pictures Bye-laws did not provide the Company with the ability to appoint or elect a defined number of directors. Instead, in  accordance with paragraph 86(2) of the Alibaba Pictures Bye-laws, a director is appointed by the Alibaba Pictures Board in two ways:

(a)                                 The Alibaba Pictures Board can appoint any person as a director to fill a casual vacancy, who shall hold office until the first general meeting of Alibaba Pictures after his appointment and be subject to re-election at such meeting.

(b)                                 Subject to authorization by the shareholders, the Alibaba Pictures Board can appoint any person as a director as an addition to the existing Alibaba Pictures Board, who shall hold office until the next following annual general meeting of Alibaba Pictures and shall then be eligible for re-election.

In addition, according to paragraph 86(4) of the Alibaba Pictures Bye-laws, shareholders may remove a director at any time before the expiration of his period of office by ordinary resolution at any general meeting. Given that the Company only held 49.5% of shareholder voting interest, the other shareholders as a group were able to remove any director appointed by the Alibaba Pictures Board. In other words, the Company did not have the unilateral ability to change the composition or elect/appoint a majority of the Alibaba Pictures Board. Furthermore, according to paragraph 169 of the Alibaba Pictures Bye-laws, a majority of not less than three-fourths of votes cast by shareholders at a meeting is required to amend the Bye-laws. Therefore, the Company did not have the unilateral ability to amend the Alibaba Pictures Bye-laws with its 49.5% voting interest.

2.                                      Appointment of executive officers

Per paragraph 128(1) of the Alibaba Pictures Bye-laws, its officers are appointed by the Alibaba Pictures Board and shall hold office on such terms and for such period as the Alibaba Pictures Board may determine. Paragraph 130 of the Bye-laws also states that Alibaba Pictures’ officers shall have such powers and perform such duties in the management, business and affairs of Alibaba Pictures as may be delegated to them by the directors from time to time.  Given that the Company did not have the ability to control the Alibaba Pictures Board, it did not have the unilateral ability to terminate or change the appointment of officers. Furthermore, as discussed above, the Company did not have the unilateral ability to amend the Alibaba Pictures Bye-laws

CORRESP
1
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+852 2514-7660

dfertig@stblaw.com

October 10, 2019

CONFIDENTIAL AND VIA EDGAR AND HAND DELIVERY

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Andrew Blume, Staff Accountant

Jennifer Thompson, Accounting   Branch Chief

Re:

Alibaba Group Holding Limited

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

Filed June 5, 2019

File No. 1-36614

Ladies and Gentlemen:

On behalf of our client Alibaba Group Holding Limited (the “Company”), we are submitting this letter in response to your correspondence dated September 26, 2019 (the “September 26 Letter”) concerning the above-referenced annual report on Form 20-F that the Company filed with the Commission on June 5, 2019.

In the September 26 Letter, you requested that the Company respond to the Staff’s comments within 10 business days or advise the Staff when the Company will respond.  The Company respectfully advises the Staff that it continues to work on its responses and that it will require additional time in order to respond fully to your letter due in part to the week-long public holiday in China that ran from October 1, 2019 through October 7, 2019.

The Company is therefore requesting an extension until October 25, 2019 and expects to respond no later than that date.

* * *

In the meantime, please do not hesitate to contact me at +852-2514-7660 (work) or dfertig@stblaw.com (email).

Very truly yours,

/s/ Daniel   Fertig

Daniel Fertig

cc:                                Daniel Yong Zhang, Chief Executive Officer

Maggie Wei Wu, Chief Financial Officer

Timothy A. Steinert, General Counsel and Secretary

Alibaba Group Holding Limited

September 26, 2019
Daniel Yong Zhang
Chief Executive Officer
Alibaba Group Holding Ltd
26/F Tower One, Times Square
1 Matheson Street, Causeway Bay
Hong Kong
Re:Alibaba Group Holding Ltd
Form 20-F for the Fiscal Year Ended March 31, 2019
Filed June 5, 2019
File No. 001-36614
Dear Mr. Yong Zhang:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended March 31, 2019
Item 4. Information on the Company
C. Organizational Structure
VIE equity holders after the VIE Structure Enhancement, page 117
1.Please tell us and consider disclosing the specific selected members of the Alibaba
Partnership or your management referenced in footnote (1) of your page 118 organization
diagram.

 FirstName LastNameDaniel Yong Zhang
 Comapany NameAlibaba Group Holding Ltd
 September 26, 2019 Page 2
 FirstName LastNameDaniel Yong Zhang
Alibaba Group Holding Ltd
September 26, 2019
Page 2
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
2.We note that you consolidated Alibaba Pictures Group Limited (“Alibaba Pictures”) in
fiscal 2015, deconsolidated it in fiscal 2016, and consolidated it again during fiscal 2019.
We further note that you recorded significant gains during fiscal year 2015 and 2019
related to these transactions and also recorded a significant impairment of your Alibaba
Pictures investment during fiscal 2018.  Please address the following comments related to
your investment in Alibaba Pictures:

•Provide us with a complete historical narrative of your transactions involving Alibaba
Pictures.  In doing so, tell us the business purpose and intent of the transactions
causing the consolidation changes.  Tell us why you decided to acquire a controlling
interest in Alibaba Pictures in June 2014, why you decided to relinquish control over
Alibaba Pictures by not participating in the June 2015 financing transaction, and why
you decided to participate in the March 2019 equity offering at a level that resulted in
a controlling equity interest rather than merely maintaining your 49% equity interest.
If currently known, also provide us with a forward-looking view of your investment
intentions.

•Please tell us how you determined the fair value of your previously held Alibaba
Pictures investment on the date of your March 2019 acquisition.  If the amount was
not entirely based on the publicly traded stock price of Alibaba Pictures, explain to us
in sufficient detail the method used to determine fair value and why you believe the
method employed was appropriate.

•We note that you deconsolidated Alibaba Pictures during fiscal 2016 when shares
were issued to third party investors and your ownership percentage fell below 50%.
Citing authoritative GAAP literature, explain in sufficient detail your consolidation
policy, including whether you assess Alibaba Pictures for consolidation under the
variable or voting interest model.  Ensure you fully explain shareholder rights, board
composition, and any contractual arrangements that influence control.  If Alibaba
Pictures is a voting interest entity, explain to us if you are able to unilaterally control
whether or not your investment exceeds 50%.

(c) Acquisitions and integration of Rajax Holding (“Ele.me”) and Koubei Holding Limited
(“Koubei”), page F-43
3.Please address the following comments related to your acquisitions and integration of
Ele.me and Koubei:

 FirstName LastNameDaniel Yong Zhang
 Comapany NameAlibaba Group Holding Ltd
 September 26, 2019 Page 3
 FirstName LastNameDaniel Yong Zhang
Alibaba Group Holding Ltd
September 26, 2019
Page 3

•We note that during May 2018 a joint investment vehicle, owned by you and Ant
Financial, acquired all outstanding shares of Ele.me that it did not already own,
resulting in Ele.me becoming your consolidated subsidiary.  Tell us your effective
equity ownership percentage in Ele.me immediately after this transaction.  To assist us
in understanding your response, please tell us your and Ant Financial's respective
ownership of this joint investment vehicle and whether your relative ownership
changed over time.  Also tell us how your ownership of the joint investment vehicle
corresponds to the percentage of each Ele.me equity purchase that you financed and
how it corresponds to your effective equity ownership percentage in Ele.me
immediately following the May 2018 equity purchase.

•We note that during December 2018 you completed the integration of Ele.me and
Koubei under a newly established holding company and that you paid cash
consideration of RMB 3,196 million in connection with the integration.  We note that
the integration resulted in your holding an approximate 72% interest in the new
holding company, the consolidation of Koubei, a material gain of RMB 21,990 million
related to the revaluation of your previously held Koubei equity interest, and an
increase in noncontrolling interest and APIC for the reduction of your effective equity
interest in Ele.me.  Citing authoritative GAAP literature, tell us in sufficient detail the
guidance you followed in accounting for the integration transaction.  Considering you
had ceased recording your share of Koubei’s losses under the equity method since
your cumulative share of losses had exceeded your investment, please help us
understand the practicality of recording a significant revaluation gain.  In doing so,
explain how you determined the consideration issued to acquire the additional Koubei
interest and your retained interest were appropriately valued and how the exchange
was equitable to all parties.  Also tell us your effective equity interest in Koubei after
the integration transaction and clarify the nature of the “non-cash consideration” listed
in the purchase price table on page F-46.
5. Revenue, page F-61
4.Please refer to your tabular presentation of revenue by type on page F-62.  We note that
“Sales of goods” has increased over time as a percentage of total revenue and exceeded
10% of your total revenues in fiscal 2019.  Please tell us how you considered the guidance
in Rule 5-03(b)(1) and (2) of Regulation S-X to separately disclose on the face of your
income statement revenues and cost of revenue related to tangible products and revenues
and cost of revenue related to services.

11. Investment securities and fair value disclosure , page F-73
5.In periods where you adjust the carrying amount of an investment in privately-held

 FirstName LastNameDaniel Yong Zhang
 Comapany NameAlibaba Group Holding Ltd
 September 26, 2019 Page 4
 FirstName LastName
Daniel Yong Zhang
Alibaba Group Holding Ltd
September 26, 2019
Page 4
companies measured under the measurement alternative, such as through impairments and
adjustments for observable price changes, please provide the nonrecurring fair value
measurement disclosures required by ASC 820-10-50-2(a).  When material, ensure you
identify the specific investment subject to adjustment.  If you do not believe these
disclosures are required, please tell us why.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Andrew Blume, Staff Accountant, at (202) 551-3254 or Jennifer
Thompson, Accounting Branch Chief, at (202) 551-3737 with any questions.
Sincerely,
Division of Corporation Finance
Office of Consumer Products

Mail Stop 4628

October 10 , 201 7

Via E-Mail
Daniel Yong Zhang
Chief Executive Officer
Alibaba Group Holding Limited
c/o Alibaba Group Services Limited
26/F Tower One, Times Square
One Matheson Street, Causeway Bay
Hong Kong

 Re: Alibaba Group Holding Limited
  Form 20-F for the Fiscal  Year Ended December 31, 2016
  Filed June 15 , 2017
File No. 1-36614

Dear Mr. Zhang :

We refer you to our comment letter  dated  September 7, 2017  regarding business contacts
with Sudan and Syria .  We have completed our review of this subject matter.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comm ents, action or absence of action by the staff .

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  Timothy A. Steinert
General Counsel and Secretary
Alibaba Group Holding Limited

Kevin Zhang
Legal Department
Alibaba Group Holding Limited

  Mara Ransom
  Assistant Director

CORRESP
1
filename1.htm

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

September 29, 2017

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:                                         Cecilia Blye, Chief, Office of Global Security Risk

Jennifer Hardy, Special Counsel

Re:                             Alibaba Group Holding Limited

Form 20-F for the Fiscal Year Ended March 31, 2017

Filed June 15, 2017

File No. 1-36614

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 September 7, 2017 (the “September 7 Comment Letter”), relating to the Company’s annual report on Form 20-F for the fiscal year ended March 31, 2017 filed with the Commission on June 15, 2017 (the “2017 20-F”).

Set forth below are the Company’s responses to the Staff’s comments in the September 7 Comment Letter.  The Staff’s comments are retyped below for ease of reference.

*       *      *      *

DANIEL FERTIG

ADAM C. FURBER    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

SEOUL

TOKYO

WASHINGTON,   D.C.

Risk Factors, page 8

We may suffer reputational harm and the price of our ADSs may decrease significantly due to business dealings by, or connections of, merchants or consumers on our marketplaces with sanctioned countries or person, page 32

1.                                                              We note your disclosure about Syria, and note that you no longer identify Sudan in your disclosure. In your letters to us dated June 16, 2014 and July 11, 2014, you described contacts with Syria and Sudan. As you are aware, both Syria and Sudan are designated by the U. S. Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Although Treasury’s Office of Foreign Assets Control has issued a general license suspending OFAC Sudan sanctions, under Executive Order 13804, the review period for consideration of removal of those sanctions has been extended until October 12, 2017. In future filings, please consider the then-current status of the revocation of Sudan sanctions and, if you then have contacts with Sudan, consider identifying Sudan in your disclosure and including quantitative information about Sudan.

The Company acknowledges the Staff’s comment and confirms that it did and will continue to consider the then-current status of the revocation of Sudan sanctions when preparing and making disclosures in its filings.  The Company respectfully refers the Staff to its responses to Comments 2 and 3 for further information concerning contacts with Sudan subsequent to July 2014.

2.                                                              Please describe to us the nature and extent of your past, current, and anticipated contacts with Syria and Sudan since your 2014 letters, whether through subsidiaries, affiliates, customers or other direct or indirect arrangements. In this regard, we note that Alibaba.com includes listings by sellers in Syria, and provides listings for shipping services to Sudan. A recent news article reports that Alibaba representatives were part of a trade delegation to Syria in June 2017. You should describe any products, technology or services you have provided to Syria and Sudan, directly or indirectly, and any agreements, commercial arrangements, or other contacts with the governments of those countries or entities they control.

The Company advises the Staff that the Company does not, directly or through any affiliates, conduct business operations or maintain any assets or employees in Syria or Sudan.  In addition, the Company does not have any agreements or commercial arrangements with the governments of Syria or Sudan or entities they control.

Due to the globally interconnected nature of the Internet, the Company’s online marketplace platforms, i.e., Alibaba.com, AliExpress and the Taobao Marketplace and Tmall (“Taobao and Tmall”), may be accessed from anywhere in the world.  However, as detailed below, Alibaba.com, AliExpress, and Taobao and Tmall restrict the activities of certain sellers and buyers and their transactions on these online marketplace platforms.

The Company is providing the following details concerning each of the above marketplace platforms in response to the Staff’s comment concerning the nature and extent of past, current, and anticipated contacts with Syria and Sudan since the 2014 letters.

Alibaba.com

Alibaba.com is the Company’s wholesale marketplace for global trade with buyers all over the world and sellers mainly from China but also with sellers from other countries.  Both buyers and sellers on Alibaba.com are registered as members.  The Company derives revenues on Alibaba.com from (1) membership fees from paying sellers (referred to as “paying members”), which allow these sellers to host premium storefronts and complete transactions on Alibaba.com, and (2) fees from online marketing services and other value-added services, which are only offered to paying members.  Non-paying members (including buyers and non-paying sellers who can be located in any country, including Syria and Sudan) are not required to pay any fees.  Sellers who are non-paying members may post a small number of product listings on Alibaba.com for no charge, but cannot complete transactions or use the online marketing or other value-added services on Alibaba.com.  The vast majority of members of Alibaba.com are non-paying members.  Alibaba.com does not generate any revenue from its non-paying members.

In May 2016, Alibaba.com stopped accepting and renewing paying members from Syria and Sudan, and removed the then-existing paying members with registered addresses in those countries after refunding them their membership fees.  As of August 31, 2017 (the end of the most recent full month), Alibaba.com had over 310 million members (including both paying and non-paying members) in total around the world; it had no paying members from Syria or Sudan, and had 67,580 and 63,601 non-paying members, respectively, in those countries, representing 0.02% and 0.02%, respectively, of Alibaba.com’s total members.

Beginning in fiscal year 2017 (which started in April 2016), Alibaba.com stopped generating revenue from Syria or Sudan.  Previously, Alibaba.com generated total revenue of RMB123,880 (US$18,789)1 and RMB45,350 (US$6,883), respectively, from paying members in Sudan and Syria during the period from July 1, 2014 through the end of fiscal year 2016 (which ended March 31, 2016).

1                   RMB to US$ translations in this letter are made at RMB6.5888 to US$1.00, the exchange rate on August 31, 2017 as set forth in the H.10 statistical release of the Federal Reserve Board.

Also since the first quarter of 2016, Alibaba.com has stopped all transactions with delivery addresses in Syria and Sudan (although the listings of shipping services to the sanctioned countries are still permitted on Alibaba.com, no such transactions can be settled using the Alibaba.com platform), and there have been no completed transactions involving delivery of goods to any buyer providing a delivery address in those countries.  Previously, there were only very small numbers of completed transactions on Alibaba.com from buyers in Sudan and Syria.  From September 2014 through the end of fiscal year 2016 (which ended March 31, 2016), there were a total of 17 and 6 transactions completed on Alibaba.com by buyers in Sudan and Syria, respectively, representing aggregate GMV of US$5,660 and US$1,441, respectively, from those countries.

AliExpress

AliExpress is the Company’s global marketplace targeting consumers from around the world who buy directly from manufactures and distributors that are mainly from China.  The Company generates revenue on AliExpress from: (1) commissions from third-party merchants who sell on AliExpress based on transaction amounts; and (2) online marketing services and other fees charged to sellers.

AliExpress does not recruit sellers in Syria or Sudan.  Between July 2014 and August 2017, AliExpress had no sellers from either Syria or Sudan, and generated no membership-related revenue in those countries during the same period.

AliExpress generated commission revenue from sellers located in countries other than Syria and Sudan in respect of transactions where the buyers were from Syria or Sudan.  For the period from July 2014 through the end of August 2017, AliExpress generated commission revenue of US$9,240 and US$13,402, respectively, from transactions completed by buyers from Sudan and Syria.

Starting in the first quarter of 2016, AliExpress has stopped transactions where buyers provide a delivery address in Syria or Sudan.  Prior to that, there were 2,074 transactions and 564 transactions conducted on AliExpress delivered to addresses in Sudan and Syria, respectively, with an aggregate GMV of US$121,705 and US$17,423, respectively, during the period from July 2014 through the end of 2015.

Taobao and Tmall

Taobao and Tmall are the Company’s online consumer marketplaces where consumers purchase products from individuals and small businesses, in the case of the Taobao Marketplace, and from recognized brands and retailers, in the case of Tmall.

Content on Taobao and Tmall is generally in the Chinese language and transactions are settled in RMB, and these marketplace platforms are accordingly targeted at Chinese consumers.  All sellers on Taobao and Tmall are required to have Alipay accounts before they may conduct business on Taobao and Tmall, and as a result of Alipay’s screening policy, no sellers on Taobao and Tmall are from Syria or Sudan.  Users from Syria and Sudan are not allowed to register as buyers on Taobao and Tmall.  Once a seller or buyer has an account on Taobao and Tmall, if such seller or buyer relocates to or becomes a resident in Syria or Sudan, they may conduct transactions on Taobao and Tmall from those countries (whether or not delivery involves any shipment to Syria or Sudan).

During the period from July 2014 through August 2017, a total of 62,748 and 3,126 transactions were conducted by buyers with IP addresses in Sudan and Syria, respectively, with a total GMV of RMB14.1 million (US$2.1 million) and RMB0.8 million (US$0.1 million), respectively.

As noted above, due to Alipay’s screening policy, no sellers on Taobao and Tmall are from Syria or Sudan.  During the period from July 2014 to August 2017, the Company generated a total of RMB68,436 (US$10,387) in online marketing service revenue from five sellers who the Company believes were Chinese nationals but completed transactions using IP addresses in Sudan and Syria at least once during this period.  Taobao and Tmall did not generate any other revenue from Sudan or Syria during the same period.

The Company advises the Staff that it currently intends to maintain its measures described above; namely, a bar on paying memberships on Alibaba.com, the blocking of attempted transactions with delivery addresses to Syria and Sudan on Alibaba.com and AliExpress, and its existing policy with regard to seller and buyer registration on Taobao and Tmall.  Based on its current plan, the Company believes that any commercial contacts relating to these online marketplace platforms will continue to be de minimus in nature, accounting for very smaller portions of the number or percentage of transactions and GMV transacted through these marketplaces.

With regard to the news article referred to in the September 7 Comment Letter regarding a trade delegation to Syria in June 2017, the Company respectfully advises the Staff that, based on internal records and inquiries of personnel in relevant departments, the Company did not find any records that indicated any employees of the Company participated in such a trade delegation during such period.

3.                                                              Please discuss the materiality of any contacts with Syria and Sudan you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address for us materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value.

As discussed in greater detail in the response to Comments 2 above, the Company wishes to note that it does not have any business operations or employees in either Syria or Sudan.  The Company’s contacts with Syria and Sudan through the Company’s online marketplace platforms have been de minimus in nature and immaterial to the Company’s business and financial results.  In addition, as described in the Company’s response to Comment 2 above, the Company has taken steps to progressively reduce contacts with Syria and Sudan.

As the Company’s mission is “to make it easy to do business anywhere”, the Company believes it is in keeping with this mission to provide online marketplace platforms accessible to consumers and businesses across the world.  In implementing that mission, the Company is committed to complying with all relevant laws and regulations.

In disclosing the qualitative risks relating to its contacts with sanctioned countries (including Syria and Sudan), the Company discussed in the referenced risk factor in the 2017 20-F that, among other things, “[the Company] cannot assure you that current or future economic and trade sanctions regulations or developments will not have a negative impact on [the Company’s] business or reputation” and “[c]ertain institutional investors…have proposed or adopted divestment or similar initiatives regarding investments in companies that do business with Sanctioned Countries. Accordingly, as a result of activities on [the Company’s] marketplaces involving users based in the Sanctioned Countries, certain investors may not wish to invest, and certain financial institutions may not wish to lend or extend credit and may divest their investment in, or seek early repayment of loans to [the Company]. These divestment initiatives may negatively impact [the Company’s] reputation and investor sentiment with respect to [the Company’s] ADSs may be materially and adversely affected.”

Based on the level of contacts with Syria and Sudan and the measures the Company has taken to limit such contacts, the Company respectfully submits that it believes it has disclosed all material quantitative and qualitative information in the referenced risk factor in the 2017 20-F for a reasonable investor to make an investment decision.

4.                                                              We are aware of recent news reports discussing your joint venture with Norinco involving the BeiDou satellite navigation system. They report that China will develop BeiDou at ground stations in Iran, and that units of a science and technology department of Iran’s Presidential Office may be involved in implementing Bei Dou.

CORRESP
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ALIBABA GROUP HOLDING   LIMITED

c/o 26/F Tower 1, Times Square, 1 Matheson   Street,

Causeway Bay, Hong Kong

Tel : (852) 2215-5100  Fax : (852) 2215-5200

September 18, 2017

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Mail Stop: 4628

Attention:                                         Cecilia Blye, Chief, Office of Global Security Risk

Jennifer Hardy, Special Counsel

Re:                             Alibaba Group Holding Limited

Form 20-F for the Fiscal Year Ended March 31, 2017

Filed June 15, 2017

File No. 1-36614

Ladies and Gentlemen:

We are submitting this letter in response to your correspondence dated September 7, 2017 (the “September 7 Letter”) concerning the above-referenced annual report on Form 20-F that Alibaba Group Holding Limited (the “Company”) filed with the Commission on July 15, 2017.

In the September 7 Letter, you requested that the Company respond to the Staff’s comments within 10 business days or advise the Staff when the Company will respond.  The Company respectfully advises the Staff that it continues to work on its responses and anticipates that it will require additional time in order to respond fully to your letter.

We are therefore requesting an extension until September 29, 2017 and expect to respond no later than that date.

* * *

In the meantime, please do not hesitate to contact me at +852-2215-5197 (work) or tim.steinert@alibaba-inc.com or Kevin Zhang at +852-2215-5329 (work) or jw.zhang@alibaba-inc.com.

Very truly   yours,

/s/ Timothy   A. Steinert

Timothy A.   Steinert

General   Counsel and Secretary

cc:                                Joseph C. Tsai, Executive Vice Chairman

Daniel Yong Zhang, Chief Executive Officer

Maggie Wei Wu, Chief Financial Officer

Kevin Kennedy, Esq.

Daniel Fertig, Esq.

Simpson Thacher & Bartlett LLP

2

Mail Stop 4628

September 7 , 201 7

Via E-Mail
Daniel Yong Zhang
Chief Executive Officer
Alibaba Group Holding Limited
c/o Alibaba Group Services Limited
26/F Tower One, Times Square
One Matheson Street, Causeway Bay
Hong Kong

 Re: Alibaba Group Holding Limited
  Form 20-F for the Fiscal  Year Ended December 31, 2016
  Filed June 15 , 2017
File No. 1-36614

Dear Mr. Zhang :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our comments , we ask you to provide us with information so we may better
understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Risk Factors, page 8
We may suffer reputational harm and the price of o ur ADSs may decrease significantly due to
business dealings by, or connections of, merchants or consumers on our marketplaces with
sanctioned countries or persons, page 32

1. We note your disclosure about Syria, and note that you no longer identify Sudan in your
disclosure.  In your letters to us dated June 16, 2014 and July 11, 2014, you described
contacts with Syria and Sudan.  As you are aware, both Syria and Sudan are designated
by the U. S. Department of State as state sponsors of terrorism, and are subj ect to U.S.
economic sanctions and export controls.  Although Treasury’s Office of Foreign Assets

Daniel Yong Zhang
Alibaba Group Holding Limited
 September 7 , 2017
 Page 2

 Control has issued a general license suspending OFAC Sudan sanctions, under Executive
Order 13804, the review period for consideration of removal of those san ctions has been
extended until October 12, 2017.  In future filings, please consider the then -current status
of the revocation of Sudan sanctions and, if you then have contacts with Sudan, consider
identifying Sudan in your disclosure and including quantitative information about Sudan.

2. Please describe to us the nature and extent of your past, current, and anticipated contacts
with Syria and Sudan since your 2014 letters, whether through subsidiaries, affiliates,
customers or other direct or indirect  arrangements   In this regard, we note that
Alibaba.com includes listings by sellers in Syria, and provides listings for shipping
services to Sudan.  A recent news article reports that Alibaba representatives were part of
a trade delegation to Syria in Ju ne 2017.  You should describe any products, technology
or services you have provided to Syria and Sudan, directly or indirectly, and any
agreements, commercial arrangements, or other contacts with the governments of those
countries or entities they control .

3. Please discuss the materiality of any contacts with Syria and Sudan you describe in
response to the comment above, and whether those contacts constitute a material
investment risk for your security holders.  You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and the subsequent interim period.  Also, address
for us materiality in terms  of qualitative factors that a reasonable investor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company’s reputation and share value.

4. We are aware of recent news reports discussing your joint venture with Norinco
involving the BeiDou satellite navigation system .  They report  that China will develop
BeiDou at ground stations in Iran , and that units of a science and technology department
of Iran’s Presidential Office may be involved in  implementing  Bei Dou.  Please tell us
whether you have been involved and/or will be involved in the Iranian applications of
BeiDou.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, no twithstanding any review, comments, action or absence of
action by the staff.

You may contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

Daniel Yong Zhang
Alibaba Group Holding Limited
 September 7 , 2017
 Page 3

cc:  Timothy A. Steinert
General Counsel and Secretary
Alibaba Group Holding Limited

Kevin Zhang
Legal Department
Alibaba Group Holding Limited

  Mara Ransom
  Assistant Director

Mail Stop 3561

October 17, 2016

Daniel Yong Zhang
Chief Executive Officer
Alibaba Group Holding Limited
26/F Tower One, Times Square
1 Matheson Street
Causeway Bay, Hong Kong

Re: Alibaba Group Holding Limited
 Form 20-F for the Fiscal Year Ended March 31, 2016
Filed May 24, 2016
File No. 1 -36614

Dear Mr. Zhang :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Jennifer Thompson

 Jennifer Thompson
 Accounting Branch Chief
Office of Consumer Products

CORRESP
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ALIBABA   GROUP HOLDING LIMITED

c/o 26/F   Tower 1, Times Square, 1 Matheson Street,

Causeway Bay,   Hong Kong

Tel : (852)   2215-5100  Fax : (852) 2215-5200

October 7, 2016

VIA EDGAR

U.S. Securities and Exchange Commission
 100 F Street N.E.
 Washington D.C. 20549

Attention:

Ms. Jennifer Thompson, Accounting Branch   Chief

Mr. Andrew Blume, Staff Accountant

Re:

Alibaba Group Holding Limited

Form 20-F for the Fiscal Year Ended March 31,   2016

Filed May 24, 2016

File No. 001-36614

Ladies and Gentlemen:

We are writing in response to the comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the letter dated September 27, 2016 (the “Comment Letter”) in connection with above-referenced Annual Report on Form 20-F (the “Form 20-F”) of Alibaba Group Holding Limited (the “Company”).  Set forth below are the Company’s response to the Staff’s comments in the Comment Letter, which are retyped below for your ease of reference.

Before addressing the Staff’s first comment, the Company would like to provide the Staff with some background information relating to the Company’s investment in Alibaba Health in April 2014, the investment rationale and the evolution of the Company’s strategy for Alibaba Health.

At the time of the Company’s investment, Alibaba Health was the operator of the product identification, authentication and tracking system for pharmaceuticals and medical products in China.  The Company felt the issues of trust and safety were of critical importance for the online distribution of pharmaceuticals and medical products.  The Company’s investment in Alibaba Health in April 2014 reflected the Company’s initial intention to develop and expand e-commerce on its platforms in the pharmaceutical and healthcare categories as well as to foster consumer trust by leveraging Alibaba Health’s proprietary technologies.

After the initial investment in April 2014, the Company gradually solidified its “health and happiness”, or “double H”, strategy.  As part of this new strategy, the Company developed a plan to build Alibaba Health into the Company’s healthcare flagship to provide solutions to the healthcare industry.  To that end, in March 2015, the Company sent Alibaba Health a preliminary non-binding proposal in relation to a possible injection into Alibaba Health of the Company’s business of operating Tmall’s online transaction platform for pharmacies.  In April 2015, the Company and Alibaba Health entered into a share purchase agreement in relation to the proposed transaction.

As the Company sought to develop Alibaba Health as its flagship vehicle to execute its healthcare strategy in China, the Company determined it would be beneficial to obtain voting control over Alibaba Health in connection with the proposed business injection discussed above.  In addition, the Company believed that voting control would ensure the alignment of strategies between the Company and Alibaba Health.  Consequently, in July 2015, pursuant to an agreement with Yunfeng Capital, the Company obtained voting control over Alibaba Health.  Details on these transactions are described below.

Notes to Consolidated Financial Statements

4. Significant equity transactions, restructuring transactions, mergers and acquisitions and equity investments

(c) Acquisition of Alibaba Health Information Technology Limited (“Alibaba Health”), page F-40

1.                                      We note that you began consolidating Alibaba Health during fiscal 2015 when Yunfeng Capital agreed to irrevocably give up its separate voting rights with respect to its indirect interest in Alibaba Health for no consideration.  Please address the following comments related to your investment in Alibaba Health:

·                                          Explain to us why you invested in Alibaba Health through a special purpose entity (“SPE”) as opposed to making a direct investment.

The Company advises the Staff that, in April 2014, the Company initially invested in an effective equity interest of approximately 38% in Alibaba Health, a public company listed on the Hong Kong Stock Exchange.  Yunfeng Capital was looking at a potential investment in Alibaba Health as part of their online healthcare thesis.  The Company understands that Yunfeng Capital believed that the Company would be able to bring value and create potential synergies in the future with Alibaba Health’s healthcare business.  The Company also believed that by joining financial and strategic resources with Yunfeng Capital, the parties could further enhance Alibaba Health’s long-term prospects.

The Company and Yunfeng Capital decided to co-invest in Alibaba Health through an SPE as opposed to making separate direct investments for the following reasons:

·                  First, both the Company and Yunfeng Capital believed that investing through a single SPE would facilitate deal execution by simplifying and expediting the process.

·                  Second, an SPE structure allows the Company to better protect its interests if Yunfeng Capital chooses to transfer any of its interests in Alibaba Health.  In connection with the co-investment in Alibaba Health, the Company, Yunfeng Capital and the SPE entered into an investment and shareholders agreement (the “Investment and Shareholders Agreement”) providing, among other things, that any proposed transfer by Yunfeng Capital of its shares of the SPE or the underlying interests in Alibaba Health would be subject to the Company’s right of first refusal.  By controlling the board of the SPE (by virtue of its right to appoint the majority of the SPE’s board of directors, as discussed in further detail below), the Company could more effectively enforce its right of first refusal.

·                  Third, Yunfeng Capital also wanted to retain direct control over the voting of its interests in Alibaba Health because, at the time the parties made the investment in April 2014, the direction of the Company’s healthcare initiatives and the commitment of the Company to develop Alibaba Health were still uncertain.  As discussed above, the Company did not formulate its current strategy of utilizing Alibaba Health as the flagship for the development of its healthcare business until after the investment in Alibaba Health.

As a result of the above considerations, the parties chose to invest through an SPE.  The Company holds approximately 70% of the equity interest of the SPE and, under the memorandum and articles of association of the SPE (the “SPE Articles”), is entitled to appoint two of the SPE’s three directors.  However, the SPE Articles also require the SPE’s board to seek separate instructions from each of the Company and Yunfeng Capital with respect to any voting of their proportionate shares of the SPE’s voting interest in Alibaba Health.  The Investment and Shareholders Agreement that the Company, Yunfeng Capital and the SPE entered into at the time of the investment also memorialized this “flow-through” voting arrangement.

·                                          Explain to us in sufficient detail your Alibaba Health consolidation policy.  In doing so, explain in sufficient detail whether you, through the SPE, consolidate Alibaba Health under a variable interest model or a voting interest model and how you assessed control.

The Company advises the Staff that it has analyzed its investment in Alibaba Health in accordance with U.S. GAAP, and specifically pursuant to ASC 810 as to whether the SPE and Alibaba Health should be assessed under the variable interest model or the voting interest model.  The Company assessed and concluded that consolidation assessment for the SPE and Alibaba Health should not be performed under the variable interest model as neither possess characteristics of a variable interest entity (“VIE”) under ASC 810.  Accordingly, consolidation assessment for the SPE and Alibaba Health should be performed under the voting interest model.

The Company has assessed that the SPE does not exhibit any of the VIE characteristics under ASC810-10-15, as follows:

·                  Characteristic 1 — The Company believes that the equity interest contributed by the Company and Yunfeng Capital to the SPE represent the equity investment at risk.  Given that the SPE serves as the investment vehicle of the Company and Yunfeng Capital and the amount contributed by the Company and Yunfeng Capital to the SPE was sufficient for the acquisition of shares of Alibaba Health, the Company believes the equity investment at risk in the SPE is sufficient to finance the activities of the SPE.  Therefore, this characteristic is not met.

·                  Characteristic 2 — The Company together with Yunfeng Capital had all the power to direct activities that most significantly impact the SPE’s performance, such as acquiring, disposing and voting of the underlying investments.  Therefore, this characteristic is not met.

·                  Characteristic 3 — Although the Company holds approximately 70% of the equity interest of the SPE, it did not have control over the voting decisions of the SPE pertaining to the shares of Alibaba Health. In addition, because the SPE serves as an investment vehicle of both the Company and Yunfeng Capital, which hold approximately 70% and 30% of the SPE interest, respectively, and because Yunfeng Capital is a financial investor targeting a financial return from this investment, the activities of the SPE were not conducted substantially all on behalf of the Company, and, as such, the second criterion of ASC 810-10-15-14(c) is not met.  Accordingly, this characteristic is not met.

·                  Characteristics 4 and 5 — As genuine investors in the SPE, both the Company and Yunfeng have the obligation to absorb the SPE’s expected losses and the right to receive SPE’s expected residual returns.  Therefore, these characteristics are not met.

Similarly, the Company has assessed that Alibaba Health does not exhibit any of the VIE characteristics listed above given that it is a public company with business operations and sufficient equity investment at risk, as well as numerous shareholders that share the voting power and business risks and rewards in proportion to their respective shareholdings.

Under the voting interest model, the Company determined that, from the time of the Company’s initial investment in April 2014 until July 2015, consolidation of the SPE and Alibaba Health was not appropriate and accordingly accounted for its investment in Alibaba Health under the equity method.  Under the SPE Articles, the board of the SPE consists of three directors.  Yunfeng Capital is entitled to appoint one director and the Company is entitled to appoint two directors.  However, prior to July 2015, the SPE Articles and the Investment and Shareholders Agreement also provided that the SPE would exercise its voting rights with respect to the shares of Alibaba Health in accordance with the separate instructions of the Company and Yunfeng Capital, in proportion to their respective shareholdings in the SPE.  As the SPE was an approximately 54% shareholder in Alibaba Health, and the Company was an approximately 70% shareholder of the SPE, the Company effectively had voting control with respect to approximately 38% of the interests in Alibaba Health.  Thus, although the Company had the ability to control the board of the SPE, the voting decisions pertaining to the shares of Alibaba Health, which, as further discussed under the bullet point below, constitute the only asset held by the SPE, were not controlled by the SPE’s board of directors.  As such, the Company did not have the ability to control the sole asset of the SPE (i.e., the shares of Alibaba Health), and therefore did not consolidate the financial statements of either the SPE or Alibaba Health.

In July 2015, in order to implement the Company’s new strategy for Alibaba Health (as discussed above), the Company, Yunfeng Capital and the SPE entered into an amendment agreement in respect of the Investment and Shareholders Agreement (the “Amendment Agreement”).  Pursuant to the Amendment Agreement, which became effective on July 1, 2015, the parties agreed, among other things, (i) to remove the specific provisions relating to the voting right arrangements in respect of the shares of Alibaba Health in the original Investment and Shareholders Agreement, and (ii) that the board of the SPE shall exercise the voting rights with respect to the shares of Alibaba Health held by the SPE.  Given that the Company is entitled to appoint a majority of the directors of the board of the SPE and that board decisions are made by majority vote, the Company obtained the power to indirectly control the entire shareholding of Alibaba Health held by the SPE (i.e., 54%).  Accordingly, the Company began to consolidate Alibaba Health in July 2015.  This consolidation conclusion was reached under the voting interest model, as none of the other facts underlying the accounting analysis described above had changed.

The Company notes that Alibaba Health accounts for an insignificant portion of the Company’s financial results. To illustrate, Alibaba Health generated revenue of RMB27.3 million in fiscal year 2015 (from the time of the Company’s initial investment in April 2014 to March 31, 2015) and RMB56.6 million in fiscal year 2016, constituting 0.04% and 0.06%, respectively, of the Company’s total revenue in the same periods.  Alibaba Health incurred net loss of RMB77.1 million in fiscal year 2015 (from the time of the Company’s initial investment in April 2014 to March 31, 2015) and net loss of RMB199.0 million in fiscal year 2016, as compared to the Company’s net income of RMB24,320 million and RMB71,289 million, respectively, in the same periods.

·                                          Similarly, explain to us in sufficient detail your consolidation policy for the SPE that holds your investment in Alibaba Health.  In doing so, explain in sufficient detail whether you consolidate the SPE under a variable interest model or a voting interest model and how you assessed control.  Clarify if the SPE holds any material interests outside of its Alibaba Health investment and when you began consolidating the SPE.

The Company advises the Staff that, as discussed under the bullet point above, the SPE did not meet the characteristics of a VIE and therefore the consolidation assessment for the SPE should be performed under the voting interest model.

Under the voting interest model, the Company did not consolidate the SPE prior to July 2015, but instead accounted for it under the equity method.  Management discussed this accounting treatment with the Company’s external auditor, PricewaterhouseCoopers (“PwC”) at the time when the investment was made, and PwC did not object to this accounting treatment.  The sole purpose of the SPE was to serve as the investment vehicle for the Alibaba Health shares.  It did not carry out any business operations or hold any assets other than the investment in Alibaba Health.  As explained under the bullet point above, prior to July 2015, the voting rights with respect to the SPE’s only underlying asset (i.e., the shares of Alibaba Health) were exercised by the Company and Yunfeng Capital separately.  As such, management concluded that the SPE should not be consolidated because (i) the Company’s ability to control the board of the SPE did not have any effect on the consolidation evaluation because the “flow-through” voting arrangement did not allow the Company to control the SPE’s only asset and (ii) because the SPE had no operations, the accounting treatment should reflect the substance of this arrangement.

The Company began to consolidate the SPE in July 2015 under the voting interest model after Yunfeng Capital gave up its separate voting interest (as discussed under the bul

Mail Stop 3561

September 27, 201 6

Daniel Yong Zhang
Chief Executive Officer
Alibaba Group Holding Limited
26/F Tower One, Times Square
1 Matheson Street
Causeway Bay, Hong Kong

Re: Alibaba Group Holding Limited
 Form 20-F for the Fiscal Year Ended March 31 , 2016
Filed May 24 , 2016
File No. 1 -36614

Dear Mr. Zhang :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us  with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments app ly to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Notes to Consolidated Financial Statements

4. Significant equity transactions, rest ructuring transactions, mergers and acquisitions and equity
investments

(c) Acquisition of Alibaba Health Information Technology Limited (“Alibaba Health”), page F -
40

1. We note that you began consolidating Alibaba Health during fiscal 2015 when Yunfeng
Capital agreed to irrevocably give up its separate voting rights with respect to its indirect
interest in Alibaba Health for no consideration.  Please address the following comments
related to your investment in Alibaba Health:

Daniel Yong Zhang
Alibaba Group Holding Limited
September 27, 201 6
Page 2

  Explain to us why you invested  in Alibaba Health through a special purpose entity
(“SPE”) as opposed to making a direct investment.

 Explain to us in sufficient detail your Alibaba Health consolidation policy.  In doing so,
explain in sufficient detail whether you, through the SPE,  consolidate Alibaba Health
under a variable interest model or a voting interest model and how you assessed control.

 Similarly, explain to us in sufficient detail your consolidation policy for the SPE that
holds your investment in Alibaba Health.  In doing so, explain  in sufficient detail
whether you consolidate the SPE under a variable interest model or a voting interest
model and how you assessed control.  Clarify if the SPE holds any material interests
outside of its Alibaba Health investment and when you beg an consolidating the SPE.

 Clarify why Yunfeng Capital relinquished its voting rights for no consideration.

 Tell us the number of Alibaba Health shares you originally purchased in April 2014 and
the total consideration paid for such shares.  Also tell us the number of shares owned
and the fair value of those shares on the July 2015 consolidation date.

14. Investment in equity investees, page F -72

2. We note that you do not prese nt summarized financial information of your equity method
investments on a combined basis under Rule 4 -08(g) of Regulation S -X.  Please provide us
with your significance calculations, on an aggregated basis, under Rule 1 -02(w) of
Regulation S -X.

Form 6-K filed August 11, 2016

3. We note your references to “Core commerce earnings before interest, tax and amortization”
and “Non -GAAP diluted EPS” on page 1 of your earnings release.  Consistent with the
guidance in Item 10(e)(1)(i)(A) of Regulation S -K and Q uestion 102.10 of the updated
Compliance and Disclosure Interpretations on Non -GAAP Financial Measures issued on
May 17, 2016, please ensure that you do not give greater promin ence to non -GAAP measures
than to the most directly comparable GAAP measures.  Please review this guidance when
preparing your next filing.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain  that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for t he accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

Daniel Yong Zhang
Alibaba Group Holding Limited
September 27, 201 6
Page 3

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Andrew Blume , Staff Accountant , at (202) 551-3254 or me at (202)
551-3737  with any questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief
Office of Consumer Products

Mail Stop 3561

October 27, 2015

Jack Yun Ma
Chairman of Board of Directors
Alibaba Group Holding Limited
c/o Alibaba Group Services Limited
26/F Tower One, Times Square
1 Matheson Street
Causeway Bay, Hong Kong

Re: Alibaba Group Holding Limited
Form 20-F for the Fiscal Year  Ended March 31, 2015
Filed June 25, 2015
File No. 001-36614

Dear Mr. Ma :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person u nder the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all  applicable rules require.

Sincerely,

/s/ Mara L. R ansom

Mara Ransom
Assistant Director
Office of Consumer Products

cc: Daniel Fertig

CORRESP
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October 23, 2015

VIA EDGAR

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. Dean Brazier, Staff Attorney

Mr. Jarrett Torno, Staff Accountant

Re:                             Alibaba Group Holding Limited

Registration Statement on Form F-4, as amended (File No. 333-206575)

Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Alibaba Group Holding Limited (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-4 (the “F-4 Registration Statement”) be accelerated to, and that the Registration Statement become effective at, 4:00 P.M., Eastern Daylight Time on October 27, 2015, or as soon thereafter as practicable.

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Simpson Thacher & Bartlett LLP.

Pursuant to the letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated September 25, 2015, the Company hereby acknowledges that:

·                  should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·                  the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                  the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

[Signature page follows]

Very   truly yours,

Alibaba   Group Holding Limited

By:

/s/ Timothy   A. Steinert

Timothy   A. Steinert

General   Counsel and Secretary

CORRESP
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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

October 23, 2015

VIA EDGAR

Division of Corporation Finance

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. Dean Brazier, Staff Attorney

Mr. Jarrett Torno, Staff Accountant

Re:                            Alibaba Group Holding Limited

Amendment No. 2 to Registration Statement on Form F-4

File No. 333-206575

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. 2 (“Amendment No. 2”) to the Company’s registration statement on Form F-4 (the “Registration Statement”).

We enclose herewith 5 courtesy copies of Amendment No. 2, which is marked to show changes made to Amendment No. 1 to the Registration Statement filed with the Commission on October 2, 2015 (the “October 2 Filing”).

Leiming Chen    Daniel Fertig    Adam C. Furber    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.

Amendment No. 2 contains revisions to reflect new developments since the October 2 Filing as well as generally to update the Registration Statement, including to allow incorporation by reference, for which the Company is now eligible.  Amendment No. 2 also includes disclosure to comply with the requirements of the Stock Exchange of Hong Kong, where the Notes are expected to be listed for trading.

As discussed with the Staff, the Company intends to submit the Company’s effectiveness request on the same day as this Amendment No. 2.  Accordingly, the Company respectfully hopes that the Staff will be able to conclude its review of the Registration Statement and Form 20-F for the Fiscal Year Ended March 31, 2015.  As will be noted in the Company’s acceleration request, the Company contemplates receiving effectiveness as of 4:00 p.m. on October 27, 2015.   The Company greatly appreciates the Staff’s continued willingness to work with the Company to achieve this contemplated timetable.

*                                         *                                         *

If you have any questions regarding this letter or the Registration Statement, please do not hesitate to contact me 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

Daniel Fertig

Enclosures

cc:        Joseph C. Tsai, Executive Vice-chairman

Daniel Yong Zhang, Chief Executive Officer

Maggie Wei Wu, Chief Financial Officer

Timothy A. Steinert, General Counsel and Secretary

Alibaba Group Holding Limited

Leiming Chen

William H. Hinman, Jr.

Daniel N. Webb

Simpson Thacher & Bartlett LLP

CORRESP
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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

October 19, 2015

VIA EDGAR

Division of Corporation Finance

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. Dean Brazier, Staff Attorney

Mr. Jarrett Torno, Staff Accountant

Re:                             Alibaba Group Holding Limited

Amendment No. 2 to Registration Statement on Form F-4

File No. 333-206575

Form 20-F for the Fiscal Year Ended March 31, 2015

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 (the “Company”), we are transmitting this letter in response to the letter dated October 14, 2015 (the “October 14 Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”).

Leiming Chen     Daniel Fertig     Adam C. Furber     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.

Set forth below are the Company’s responses to the Staff’s comments contained in the October 14 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.

*                                         *                                         *                                         *                                         *

General

1.                                      We note the inclusion of the representations requested in our letter dated September 28, 2015 in the response letter to us dated October 2, 2015, which was on the letterhead of and provided by your outside counsel. As previously requested, please provide a written statement from and signed by the company, as opposed to outside counsel, which includes both sets of representations.

In response to the Staff’s comment, the Company is separately submitting via EDGAR correspondence a written statement from the Company that includes the representations relating to the Company’s annual report on Form 20-F for the fiscal year ended March 31, 2015. At the time the Company requests acceleration of the effective date of the Registration Statement, the Company will also submit a written statement that includes the relevant representations.

Form 20-F for the Fiscal Year Ended March 31, 2015

Item 18. Financial Statements

Consolidated Income Statements, page F-3

2.                                      We note your response to comment 5. Please contrast the nature of services and income statement classification of the SME Annual Fee that you classified in revenue with the reimbursement you receive from Ant Financial Services under the Amended IPLA discussed on page F-71, which is classified in other income, net.

The Company advises the Staff that the amount of royalty fee and software technology services fee earned from Ant Financial Services under the Amended IPLA consist of (i) expense reimbursements for the costs incurred by the Company in providing the software technology services plus (ii) 37.5% (49.9% prior to August 2014) of the consolidated pre-tax income of Ant Financial Services. For the purpose of income statement presentation, the royalty fee and software technology services fee were presented as other income, net of the costs incurred by the Company in providing the software technology services (RMB218 million, RMB275 million and RMB486 million for the fiscal years ended March 31, 2013, 2014 and 2015, respectively), which were recorded below income from operations.

As elaborated in the Company’s response to comment 5 of the Staff’s letter dated September 25, 2015, the Company believes it is appropriate to record the SME Annual Fee as other revenue and acknowledges that the nature of services provided to Ant Financial Services under the Amended IPLA in the past is analogous to the software system use and services relating to the know-how and intellectual properties underlying the SME Annual Fee being provided today. However, the Company concluded to present the royalty fee and software technology services fee received under the Amended IPLA as other income given the following considerations:

·      From management’s perspective, in the event that the Company purchases an equity interest of up to 33% in Ant Financial Services upon receipt of certain PRC regulatory approvals in the future, such investment in Ant Financial Services will likely be accounted for using the equity method and the Company’s share of the profits or losses of Ant Financial Services will also be recorded below income from operations, and not as other revenue.  At such time, the royalty fee and software technology services fee would be reduced to nil if the Company purchases a 33% equity interest in Ant Financial Services, or if the Company purchases less than 33% of the equity interest in Ant Financial Services, proportionately reduced based on the amount of equity interest in Ant Financial Services acquired by the Company;

·      In contrast therewith, for the SME Annual Fee, the Company will continue to receive such fee for a term of seven years until 2021 for the underlying services as contracted regardless of any acquisition of equity interests in Ant Financial Services by the Company.

As a result, management believes that the current presentation of the royalty fee and software technology services fee received under the Amended IPLA would maintain the comparability of the financial statements in future periods and be more useful to readers given the Company’s overall arrangements with Ant Financial Services.

In addition to the considerations above, the Company also notes that the amounts of royalty fee and software technology services fee received were immaterial for the fiscal years ended March 31, 2013, 2014 and 2015. Should the Company determine that the likelihood of acquisition of an equity interest in Ant Financial Services becomes remote and/or that the royalty fee and software technology services fee become material in future periods, the Company will revise the financial statements to present such fee as other revenue.

*                                         *                                         *                                         *                                         *

If you have any questions regarding this letter or Amendment No. 2, please do not hesitate to contact me 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

Daniel Fertig

Enclosures

cc:        Joseph C. Tsai, Executive Vice-chairman

Daniel Yong Zhang, Chief Executive Officer

Maggie Wei Wu, Chief Financial Officer

Timothy A. Steinert, General Counsel and Secretary
                          Alibaba Group Holding Limited

Leiming Chen

William H. Hinman, Jr.
 Daniel N. Webb
                          Simpson Thacher & Bartlett LLP

Benson W.B. Wong

Ricky W. Shin

PricewaterhouseCoopers

CORRESP
1
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VIA EDGAR

October 19,   2015

Re:

Alibaba Group Holding Limited

Form 20-F for the Fiscal Year Ended   March 31, 2015

Filed June 25, 2015

File No. 001-36614

Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

Reference is made to the letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated October 14, 2015 (the “Comment Letter’), with respect to Amendment No. 1 to Registration Statement on Form F-4 (File No. 333-206575) and the annual report on Form 20-F for the fiscal year ended March 31, 2015 (File No. 001-36614) of Alibaba Group Holding Limited, a company organized under the laws of the Cayman Islands (the “Company”), and the letter from Simpson Thacher & Bartlett, dated October 19, 2015, responding on behalf of the Company to the Staff’s comment contained in the Comment Letter.

Pursuant to the Comment Letter, the Company hereby acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·                  Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·                  the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have an questions regarding this letter, please contact Daniel Fertig of Simpson Thacher & Bartlett LLP at +(852) 2514-7660 (work) or dfertig@stblaw.com (email).

Very   truly yours,

/s/ Timothy   A. Steinert

Timothy   A. Steinert

General   Counsel and Secretary

Mail Stop 3561

October 14, 2015

Jack Yun Ma
Chairman of Board of Directors
Alibaba Group Holding Limited
c/o Alibaba Group Services Limited
26/F Tower One, Times Square
1 Matheson Street
Causeway Bay, Hong Kong

Re: Alibaba Group Holding Limited
Amendment No. 1 to Registration Statement on Form F -4
Filed October 2, 2015
File No. 333 -206575
Form 20-F for the Fiscal Year Ended March 31, 2015
Response Dated October 2, 2015
File No. 001-36614

Dear Mr. Ma:

We have reviewed  your amended registration statement and your October 2, 2015
response to our comment  letter  and have the following comment s.  In some of our comments , we
may ask you to provide us with information so we may better understand your dis closure.

With respect to your registration statement, p lease respond to this letter by amending
your registration statement and providing the requested information .  With respect to your Form
20-F listed above, p lease respond to these comments  within ten busine ss days by providing the
requested information or advis e us as soon as possible when you will respond.  If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your  response.

After reviewing any amendment to your registration statement and the information you
provide in your response to these  comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our  September  28, 2015  letter .

General

1. We note the inclusion of the representations requested in our letter dated September 28,
2015 in the response letter to us dated October 2, 2015, which was on the letterhead of
and provided by your outside counsel.  As previously requested, please provide a written

Jack Yun Ma
Alibaba Group Holding Limited
October 14, 2015
Page 2

 statement from and signed by the company, as opposed to outside counsel, which
includ es both sets of representations .

Form 20 -F for the Fiscal Year Ended March 31, 2015

Item 18.  Financial  Statements

Consolidated Income Statements, page F -3

2. We note your response to comment 5.  Please contrast the nature of services and income
statement classification of the SME Annual Fee that you classified in revenue with the
reimbursement you receive from Ant Financial Services under the Amended IPLA
discussed on page F -71, which is classified in other income, net.

You may contact Jarrett Torno, St aff Accountant , at (202) 551-3703  or Jennifer
Thompson, Accounting Branch Chief,  at (202) 551 -3737  if you  have questions regarding
comments on the financial statements and related matters.  Please contact Dean Brazier, Staff
Attorney , at (202) 551 -3485  or me at (202) 551 -3720 with any other questions.

Sincerely,

/s/ Mara L. R ansom

Mara Ransom
Assistant Director
Office of C onsumer Products

cc: Daniel Fertig

CORRESP
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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

October 2, 2015

VIA EDGAR

Division of Corporation Finance

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. Dean Brazier, Staff Attorney

Mr. Jarrett Torno, Staff Accountant

Re:          Alibaba Group Holding Limited

Amendment No. 1 to Registration Statement on Form F-4

File No. 333-206575

Form 20-F for the Fiscal Year Ended March 31, 2015

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

We enclose herewith 5 courtesy copies of Amendment No. 1, which is marked to show changes made to the Registration Statement initially filed with the Commission on August 26, 2015 (the “August 26 Filing”).

Leiming Chen     Daniel Fertig     Adam C. Furber     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.

The Company has responded to the Staff’s comments contained in the letter dated September 25, 2015 from the Staff (the “September 25 Comment Letter”) by revising the August 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 August 26 Filing generally to update the Registration Statement.

Set forth below are the Company’s responses to the Staff’s comments in the September 25 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.

*              *              *              *              *

Registration Statement on Form F-4

General

1.             Please note that we will coordinate any request to accelerate the effectiveness of your registration statement with resolution of all issues related to the Form 20-F for the fiscal year ended March 31, 2015.

The Company acknowledges and understands that the Staff will coordinate any request to accelerate the effectiveness of the Registration Statement with resolution of all issues related to the Company’s annual report on Form 20-F for the fiscal year ended March 31, 2015 (the “Annual Report”).

2.             We note that you are registering the New Notes in reliance on our position enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (April 13, 1998). See also Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (July 2, 1993). Accordingly, with the next amendment, please provide us with a supplemental letter stating that you are registering the exchange offer in reliance on our position contained in these letters and include the representations contained in the Morgan Stanley and Shearman & Sterling no-action letters.

In response to the Staff’s comment, the Company is separately submitting via EDGAR correspondence a supplement letter stating that it is registering the New Notes in reliance on the Staff’s position contained in Exxon Capital Holdings Corp., SEC No-Action Letter (April 13, 1998), Moran Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991) (the “Morgan Stanley No-Action Letter”) and Shearman & Sterling, SEC No-Action Letter (July 2, 1993) (the “Shearman & Sterling No-Action Letter”), and such supplemental letter includes the representations contained in the Morgan Stanley No-Action Letter and Shearman & Sterling No-Action Letter.

Prospectus Cover Page

3.             We note your disclosure in this section that you intend to include expected security ratings for the Notes. Considering the context in which you intend to disclose the ratings, it appears that each of the included ratings agencies must consent to the inclusion of its credit rating in the prospectus. Accordingly, please file the consent of each ratings agency. Alternatively, please remove the references to the expected credit ratings. For further guidance, please consider our Securities Act Rules Compliance and Disclosure Interpretations Questions 233.04 and 233.05 located at our web-site.

In response to the Staff’s comment, the Company has deleted all references to the expected credit ratings for the Notes.

Form 20-F for the Fiscal Year Ended March 31, 2015

Item 3. Key Information

A. Selected Financial Data, page 1

4.             With reference to Item 3.A.2 of Form 20-F, please tell us where you have disclosed the number of shares.

The Company notes that the weighted average number of share used in computing earnings per share is disclosed on page F-3 of the Annual Report as well as in the unaudited consolidated income statements included in the Company’s press release announcing the results for its 2015 March quarter and fiscal year ended March 31, 2015, filed as an exhibit to the Company’s Form 6-K on May 7, 2015.  Given the existing disclosure, the Company respectfully proposes to the Staff that it will include this line item under Item 3.A in the Company’s next annual report on Form 20-F.

In response to the Staff’s comment, the Company has revised the disclosure on pages 20 and 97 of Amendment No. 1 to disclose the weighted average number of shares used in computing earnings per share.

Item 18. Financial Statements

Consolidated Income Statements, page F-3

5.             We note from the disclosures in your filing, including on page F-34, that you received a SME Annual Fee of RMB90 million during the year ended March 31, 2015 and you classified this fee as other revenue. Given that the SME business was sold in early February 2015, please confirm our assumption that the amount of RMB90 million reflects the fee for two months; or if our assumption is incorrect, please explain this matter to us in more detail. Also, explain to us in more detail the nature of this fee and how you determined it was appropriate to classify this fee as revenue in light of the fact that you no longer operate the SME business.

The Company advises the Staff that the RMB90 million was SME fee for the period from the completion of the sale of the SME loan business to Ant Financial Services in early February 2015 to the end of March 2015.

Pursuant to software system use and service agreements between the Company and entities operating the SME loan business that was sold to Ant Financial Services, the Company receives an annual fee for the use of the Company’s software systems and cloud computing services relating to the SME loan business and related services to Ant Financial Services, including software systems for data collection and analysis of merchants on the Company’s marketplaces and the provision of operational solutions and support for the related system technology, management, maintenance and update of the system technology and cloud computing services, as well as other technical support and consulting services.  The Company will receive such annual fees for a term of seven years.  The entities operating the SME loan business will pay the Company an annual fee equal to 2.5% of the average daily balance of the SME loans provided by such entities for calendar years 2015 to 2017; and an annual fee equal to the amount of the fees paid in the year 2017 for calendar years 2018 to 2021.  The Company refers the Staff to the disclosure on page 211 of Amendment No. 1 and page 156 of the Annual Report (in each case under the section captioned “Share and Asset Purchase Agreement — Sale of SME Loan Business and Certain Other Assets”).

The Company has invested in proprietary technology and reliable and high-value cloud service for a number of years. The Internet infrastructure and cloud business represents a principal revenue-generating activity of the Company.  As such, the Company believes that it is appropriate to record the above annual fees as other revenue in the Company’s income statement for the periods when the services are provided and the fees are generated and earned.

The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in the filings it makes with the Commission.  It understands that Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing and that the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

*              *              *              *              *

If you have any questions regarding this letter or Amendment No. 1, please do not hesitate to contact me 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

Daniel Fertig

Enclosures

cc:   Joseph C. Tsai, Executive Vice-chairman

Daniel Yong Zhang, Chief Executive Officer

Maggie Wei Wu, Chief Financial Officer

Timothy A. Steinert, General Counsel and Secretary

Alibaba Group Holding Limited

Leiming Chen

William H. Hinman, Jr.
 Daniel N. Webb

Simpson Thacher & Bartlett LLP

Benson W.B. Wong

Ricky W. Shin

PricewaterhouseCoopers

CORRESP
1
filename1.htm

VIA EDGAR

October 2, 2015

Re:                             Alibaba Group Holding Limited
  Registration Statement on Form F-4

Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

Reference is made to the registration statement on Form F-4 (File No. 333-206575) (the “F-4 Registration Statement”) of Alibaba Group Holding Limited, a company organized under the laws of the Cayman Islands (the “Company”), relating to the Company’s offer to exchange its outstanding US$8,000,000,000 aggregate principal amount of unregistered senior notes that were issued in November 2014 for a like principal amount of senior notes (the “Exchange Notes”), which will be registered under the Securities Act of 1933, as amended (the “Securities Act’).

The Company is registering the exchange offer on the F-4 Registration Statement in reliance on the position of the Securities and Exchange Commission (the “Commission”) enunciated in Exxon Capital Holdings Corporation, available May 13, 1988 (“Exxon Capital”), Morgan Stanley & Co., Incorporated, available June 5, 1991 (regarding resales) and Shearman & Sterling, available July 2, 1993 (with respect to the participation of broker-dealers).  The Company hereby makes the following representations to the Staff of the Commission:

1.             The Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes and, to the best of the Company’s information and belief without independent investigation, each person participating in the exchange offer is acquiring the Exchange Notes in its ordinary course of business and is not engaged in, does not intend to engage in, and has no arrangement or understanding with any person to participate in, the distribution of the Exchange Notes.  In this regard, the Company will disclose to each person participating in the exchange offer that if such person is participating in the exchange offer for the purpose of distributing the Exchange Notes, such person (i) could not rely on the Staff’s position enunciated in Exxon Capital or interpretive letters to similar effect and (ii) must comply with registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.  The Company

acknowledges that such a secondary resale transaction by such person participating in the exchange offer for the purpose of distributing the Exchange Notes should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.

2.             No broker-dealer has entered into any arrangement or understanding with the Company or an affiliate of the Company to distribute the Exchange Notes.  The Company will disclose to each person participating in the exchange offer (through the exchange offer prospectus) that any broker-dealer who receives the Exchange Notes for its own account pursuant to the exchange offer may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those Exchange Notes.  The Company will also include in the letter of transmittal to be executed by each holder participating in the exchange offer that each broker-dealer that receives the Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those Exchange Notes and that by so acknowledging and delivering a prospectus, the broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

If you have any questions on the above-referenced F-4 Registration Statement, please contact Daniel Fertig of Simpson Thacher & Bartlett LLP at +(852) 2514-7660 (work) or dfertig@stblaw.com (email).

Very truly yours,

/s/ Timothy A. Steinert

Timothy A. Steinert

General Counsel and   Secretary

2

Mail Stop 3561

CORRECTED
September 28, 2015

Jack Yun Ma
Chairman of Board of Directors
Alibaba Group Holding Limited
c/o Alibaba Group Services Limited
26/F Tower One, Times Square
1 Matheson Street
Causeway Bay, Hong Kong

Re: Alibaba Group Holding Limited
Registration Statement on Form F-4
Filed August 26, 2015
File No. 333-206575
Form 20 -F for the Fiscal Year Ended March 31, 2015
Filed June 25, 2015
File No. 001 -36614

Dear Mr. Ma:

We have reviewed your filings and have the following comments.  We have limited our
review of your registration statement to those issues we have addressed in our comments.  In
some of our comments, we may ask you to provide us with information so we may b etter
understand your disclosure.

With respect to your registration statement, p lease respond to this letter by amending
your registration statement and providing the requested information .  With respect to your Form
20-F listed above, please respond to t hese comments within ten business days by providing the
requested information or advise us as soon as possible when you will respond.  If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, p lease  tell us why in your response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Jack Yun Ma
Alibaba Group Holding Limited
September 28, 2015
Page 2

 Registration Statement on Form F -4

General

1. Please note that  we will coordinate any request to accelerate the effectiveness of your
registration statement with resolution of all issues related to the Form 20 -F for the fiscal
year ended March 31, 2015.

2. We note that you are registering the New Notes in reliance on o ur position enunciated in
Exxon Capital Holdings Corp., SEC No -Action Letter (April 13, 1998).  See also Morgan
Stanley & Co. Inc., SEC No -Action Letter (June 5, 1991) and Shearman & Sterling, SEC
No-Action Letter (July 2, 1993).  Accordingly, with the nex t amendment, please provide
us with a supplemental letter stating that you are registering the exchange offer in
reliance on our position contained in these letters and include the representations
contained in the Morgan Stanley and Shearman & Sterling no -action letters.

Prospectus Cover Page

3. We note your disclosure in this section that you intend to include expected security
ratings for the Notes.  Considering the context in which you intend to disclose the ratings,
it appears that each of the included ratings agencies must consent to the inclusion of its
credit rating in the prospectus.  Accordingly, please file the consent of each ratings
agency .  Alternatively, please remove the references to the expected credit ratings .  For
further guidance, please consider our Securities Act Rules Compliance and Disclosure
Interpretations Questions 233.04 and 233.05.

Form 20 -F for the Fiscal Year Ended March 31, 2015

Item 3.  Key Information

A. Selected Financial Data, page 1

4. With reference to I tem 3.A.2 of Form 20 -F, please tell us where you have disclosed the
number of shares.

Item 18.  Financial Statements

Consolidated Income Statements, page F -3

5. We note from the disclosures in your filing, including on page F -34, that you received a
SME An nual Fee of RMB90 million during the year ended March 31, 2015 and you
classified this fee as other revenue.  Given that the SME business was sold in early
February 2015, please confirm our assumption that the amount of RMB90 million
reflects the fee for t wo months; or if our assumption is incorrect, please explain this

Jack Yun Ma
Alibaba Group Holding Limited
September 28, 2015
Page 3

 matter to us in more detail.  Also, explain to us in more detail the nature of this fee and
how you determined it was appropriate to classify this fee as revenue in light of the fact
that yo u no longer operate the SME business.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3, all
applicable Securities  Act ru les, the Securities Exchange Act of 1934, and all applicable
Exchange Act rules  require.  Since the company and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of
the di sclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any act ion with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of th e disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any pro ceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering  of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

In responding to our comments on the Form 20 -F listed above, please provide  a written
statement from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the C ommission from taking any action with respect to the filing; and

Jack Yun Ma
Alibaba Group Holding Limited
September 28, 2015
Page 4

  the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Jarrett Torno, Staff Accountant, at (202) 551-3703  or Jennifer
Thompson, Accounting Branch Chief,  at (202) 551-3737  if you have questions regarding
comments on the financial statements and related matters.  Please contact Dean Brazier, Staff
Attorney, at (202) 551-3485 or me at (202) 551-3720 with any other questions.

Sincerely,

/s/ Mara L. Ransom

Mara Ransom
Assistant Director
Office of Consumer Products

cc: Daniel Fertig

CORRESP
1
filename1.htm

SIMPSON THACHER & BARTLETT

ICBC TOWER, 35TH FLOOR

3 GARDEN ROAD

HONG KONG

(852) 2514-7600

FACSIMILE (852) 2869-7694

DIRECT DIAL   NUMBER

E-MAIL ADDRESS

+852-2514-7660

DFERTIG@STBLAW.COM

August 26, 2015

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

Re:                             Alibaba Group Holding Limited

Registration Statement on Form F-4

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”), the Company’s registration statement on Form F-4 (the “Registration Statement”) relating to a proposed offer to exchange the Company’s outstanding US$8,000,000,000 aggregate principal amount of unregistered senior notes that were issued in November 2014 for a like principal amount of senior notes, which will be registered under the Securities Act.

Please note that wire transfers totaling US$929,600 in payment of the applicable filing fee relating to the Registration Statement for the indicative proposed maximum aggregate offering price of US$8,000,000,000 have been made to the Commission.

*              *              *

Leiming Chen  Daniel Fertig  Adam C. Furber  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.

If you have any questions regarding this letter or the Registration Statement, please do not hesitate to contact me at +(852) 2514-7660 (work) or dfertig@stblaw.com (email).

Very truly yours,

/s/ Daniel Fertig

Daniel Fertig

Enclosures

cc:        Joseph C. Tsai, Executive Vice-chairman

Daniel Yong Zhang, Chief Executive Officer

Maggie Wei Wu, Chief Financial Officer

Timothy A. Steinert, General Counsel and Secretary
         Alibaba Group Holding Limited

Leiming Chen

William H. Hinman, Jr.
 Daniel N. Webb
         Simpson Thacher & Bartlett LLP

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
525 UNIVERSITY AVENUE
PALO ALTO, CALIFORNIA 94301
1EL: (650) 47p-45pp
FAX: (650> 470-457p
WWW.SKADDEN.COM
September 16, 2014
VIA HAND DELIVERY
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Mara L. Ransom, Assistant Director
Mr. Dietrich King, Legal Branch Chief
Ms. Lisa Kohl, Senior AttorneyFIRM/AFFILIATE OFFICES
BOSTON
CHICAGO
HOUSTON
LOS ANGELES
NEW YORK
WASHINGTON, D.C.
WILMINGTON
BEIJING
BRUSSELS
ffiANKFURT
HONG KONG
LONDON
MOSCOW
MUNICH
PARIS
SAO PAULO
SHAN6HA1
SINGAPORE
SYDNEY
TOKYO
TORONTO
VIENNA
Re: Resi nation of member of_the board of directors of Alibaba Group Holding
Limited
Ladies and Gentlemen:
We represent Yahoo Inc. ("Yahoo!"). Yahoo!'s Chief Development Officer, Ms.
Jacqueline D. Reses, was previously a member of the board of directors of Alibaba Group
Holding Limited ("Alibaba"). Enclosed please find a letter of resignation from Ms. Reses that
has been delivered to Alibaba informing it that she has resigned as a member of the board of
directors effective immediately prior to the effectiveness of the Alibaba's registration statement
on Form F-1 and that Ms. Reses will not be responsible for any part of such registration
statement.
This letter is being furnished to the Securities and Exchange Commission pursuant to
Section 11(b) of the Securities Act of 1933, as amended, on behalf of Ms. Reses to disclaim any
responsibility by Ms. Reses for any part of Alibaba's registration statement filed on Form F-1
(including any amendments thereto). Yahoo! can be reached by writing to Yahoo! Inc., 701 First
Avenue, Sunnyvale, California, 94089, Attention. General Counsel or calling (408) 349-7853.

Ms, Mara L. Ransom
September 16, 2014
Page 2
Please contact me at (650) 470-4522 should you have any questions or require further
information.
Very truly ours,x
Thomas J. Ivey, Esq.
cc: Yahoo! Inc.
Ronald S. Bell, General Counsel and Secretary
cc: Alrbaba Group Holding Limited
Timothy A. Steinert, General Counsel and Secretary
cc: Simpson Thacker &Bartlett LLP
Leiming Chen, Esq.

DIRE~'TOR'~►1~.ESIGATIt~i~1 LE'1"~~~t
Alib~ba group ~ialdin~ Limited
Cl0 Triderot Trust Cc~rt~pany Cayman) Gi~niced
Fourth Floor, tine ~apit~! ~'la~e
~. C~. fox 847 GT
~~and Cayman I~Y1=1 kQ
Caiman Isi~ncis
SeptembeF 1 ~ ~ 20I ~
Atibaba ~ioup M~l~irr~g Limited
C/(~ Atba~a Group Se~c~s ~.rnited
~6f~`~ Tnwer ~77ne, Times Square
1 tviatta~scm Street
Causeway f3ay, Hong ICortg
Atter~ti~n: thief Financial t}~ficex
C~nerxl. C+~unsel
Facsimzl~: #35?-~'? 1 ~~524C1
I.~adi~s and ~"ientlem~t~:
At~bak►~ Group Holding Lfmited (the "C~mpAny'~~
T, .Facqu~l r►e ~. F~es~s, am writing to inform ~€~u that I hereby ryes ~n as a I~ir~e~or of the
~ompat,y effective immediate y prig #a the effectiveness of the Company's registration
si~tem+ent on dorm ~-i au~c~ that I w"tl1 not be~ re~pt~ns bye far any parC ~~ such regi~tratfor~
statetnerts.
[Signatctre Page Fcatlows

Yours
l?, ~~ses
[~Slgrzadr~re P'c~ge 1r~ ~4lbcr,5a ~rvu,~ Hal~tarag ~»~r~ed ~esigr:atr"t~nj

CORRESP
1
filename1.htm

    Unassociated Document

[CITIBANK LETTERHEAD]

September 16, 2014

Via EDGAR and Telecopier

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attention:

Paul Dudek, Esq

Division of International Corporate Finance

Fax:  (202) 772-9207

Re:

Alibaba Group Holding Limited

Registration Statement on Form F-6 (Registration No.:  333-198401)

Dear Mr. Dudek:

Citibank N.A., as depositary (the “Depositary”) and acting solely on behalf of the legal entity created by the Form of Deposit Agreement, by and among the Depositary, Alibaba Group Holding Limited, a company organized and existing under the laws of the Cayman Islands (the “Company”), and all Holders and Beneficial Owners of American Depositary Shares (“ADS”) issued thereunder, each ADS representing one (1) ordinary share, par value US$0.000025 per share, of the Company, hereby requests that the effectiveness of Registration Statement on Form F-6 (Registration No.: 333-198401) be accelerated to coincide with the accelerated effectiveness of the Company’s Registration Statement on Form F-1 (Registration No.: 333-195736).

Please call me at (212) 816-6351 if you have any questions.

Very truly yours,

CITIBANK, N.A.

By

/s/ Keith A. Galfo

Name:

Keith A. Galfo

Title:
Vice President

cc:           Herman H. Raspé, Esq. (Patterson Belknap Webb & Tyler LLP)

CORRESP
1
filename1.htm

Acceleration Request

 Alibaba Group Holding Limited

c/o Alibaba Group Services Limited

26/F Tower One, Times Square

 1
Matheson Street

 Causeway Bay

Hong Kong

 September 16, 2014

 VIA EDGAR

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:

Ms. Mara L. Ransom, Assistant Director

Mr. Dietrich King, Legal Branch Chief

Ms. Lisa Kohl, Senior Attorney

Re:

        Alibaba Group Holding Limited

        Registration Statement on Form F-1, as amended (File No. 333-195736)

        Registration Statement on Form 8-A (Registration No. 001-36614)

 Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Alibaba Group Holding
Limited (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “F-1 Registration Statement”) be accelerated to, and that the Registration Statement become effective
at, 4:00 P.M., Eastern Daylight Time on September 18, 2014, or as soon thereafter as practicable.

 The Company also requests that the
Registration Statement on Form 8-A, as amended, under the Securities Exchange Act of 1933, as amended, covering the American depositary shares representing ordinary shares of the Company (the “Registration Statement on Form 8-A,” together
with the F-1 Registration Statement, the “Registration Statements”), be declared effective immediately following the F-1 Registration Statement.

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S.
counsel, Simpson Thacher & Bartlett LLP.

 The Company understands that Credit Suisse Securities (USA) LLC, Deutsche Bank
Securities Inc., Goldman Sachs (Asia) L.L.C., J.P. Morgan Securities LLC, Morgan Stanley & Co. International plc and Citigroup Global Markets Inc., on behalf of the prospective underwriters of the offering, have joined in this request in a
separate letter delivered to you today.

 The Company hereby acknowledges the following:

•

should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 [Signature page follows]

Very truly yours,

Alibaba Group Holding Limited

By:

 /s/ Timothy A. Steinert

Name: Timothy A. Steinert

Title:   General Counsel and Corporate Secretary

CORRESP
1
filename1.htm

Acceleration Request

 Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

 New York, NY 10010

U.S.A.

 Deutsche Bank Securities Inc.

60 Wall Street

 New York, NY 10005

U.S.A.

 Goldman Sachs (Asia) L.L.C.

68th Floor, Cheung Kong Center

 2 Queen’s Road Central

Hong Kong

 J.P. Morgan Securities LLC

383 Madison Avenue

 New York, NY 10179

U.S.A.

 Morgan Stanley & Co. International plc

25 Cabot Square

 Canary Wharf, London E14 4QA

United Kingdom

 Citigroup Global Markets Inc.

388 Greenwich Street

 New York, NY 10013

U.S.A.

 As representatives of the prospective underwriters

VIA EDGAR

 September 16, 2014

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Attention:

    Ms. Mara L. Ransom, Assistant Director

    Mr. Dietrich King, Legal Branch Chief

    Ms. Lisa Kohl, Senior Attorney

Re:
Alibaba Group Holding Limited (the “Company”)

 Registration Statement filed on
Form F-1

 Registration
No. 333-195736

 Ladies and Gentlemen,

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise you that between
September 5, 2014 and the date hereof, 39,352 copies of the preliminary prospectus of the Company dated September 5, 2014 were distributed to underwriters, dealers, institutional investors and others.

 We have been advised by the participating underwriters that they have complied and will continue
to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 We hereby join the Company’s
request that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Daylight Time on September 18, 2014, or as soon thereafter as practicable.

[Remainder of this page is intentionally left blank]

 -2-

 Very truly yours,

As representatives of the prospective underwriters

CREDIT SUISSE SECURITIES (USA) LLC

By:

 /s/    Anthony Kontoleon

Name:

Anthony Kontoleon

Title:

Managing Director

DEUTSCHE BANK SECURITIES INC.

By:

 /s/    Joseph P. Coleman

Name:

Joseph P. Coleman

Title:

Managing Director

By:

 /s/    John Reed

Name:

John Reed

Title:

Director

GOLDMAN SACHS (ASIA) L.L.C.

By:

 /s/    D. Binnion

Name:

D. Binnion

Title:

Managing Director

J.P. MORGAN SECURITIES LLC

By:

 /s/    Mike Millman

Name:

Mike Millman

Title:

Managing Director

MORGAN STANLEY & CO. INTERNATIONAL PLC

By:

 /s/    Crawford Jamieson

Name:

Crawford Jamieson

Title:

Managing Director

CITIGROUP GLOBAL MARKETS INC.

By:

 /s/    James Perry

Name:

James Perry

Title:

Managing Director

September 12 , 2014

Via E -mail
Mr. Jack Yun Ma
Executive Chairman
Alibaba Group Holding Limited
c/o Alibaba Group Services Limited
26/F Tower One, Times Square
1 Matheson Street, Causeway Bay
Hong Kong

Re: Alibaba Group Holding Limited
Amendment No. 6 to Registration Statement on Form F -1
Filed September 5, 2014
  File No. 333 -195736

Dear Mr. Ma :

We have reviewed your registration statement  and have the following comment .  In our
comment , we ask you to provide additional  information so we may better understand your
disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comment applie s to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

Principal and Selling Shareholders, page 252

1. Please disclose the natural persons with voting and/or investment control over the shares
held by the entities listed below.

 Fengmao Investment Corporation
 CITIC Capital Excel Wisdom Fund, L.P.
 Broad Sino Developments Limited
 Prosperous Wintersweet  (BVI) Limited
 Ever Green Growth Limited
 entities affiliated with Asia Alternatives Management LLC
 Pavilion Capital Fund Holdings Pte. Ltd.
 Li Ka Shing (Canada) Foundation
 Crescent Holding GmbH

Jack Yun Ma
Alibaba Group Holding Limited
September 12 , 2014
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information  the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they  have made.

You may contact Jarrett Torno, Staff Accountant, at (202) 551 -3703 or Jennifer
Thompson, Accounting Branch Chief, at (202) 551 -3737 if you have questions regarding
comments on the financial statements and related matters.  Please contact Lisa Kohl, Senior
Attorney, at (202) 551 -3252, Dietrich King, Legal Branch Chief, at (202) 551 -3338, or me at
(202) 551 -3720 with any other questions.

Sincerely,

 /s/ Mara L. Ransom

Mara L. Ransom
Assistant Director

cc: Via E -mail
Leiming Chen, Esq.
Simpson Thacher & Bartlett LLP

CORRESP
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CORRESP

 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

 September 15, 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. 7 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. 7 (“Amendment No. 7”) to the Company’s Registration
Statement on Form F-1 (the “Registration Statement”). The Company notes that it has revised the Registration Statement to reflect the revised estimated initial public offering price range for American depositary shares each representing
one ordinary share of the Company and related disclosure as set forth in Amendment No. 7.

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

  –
 2
 –

 We enclose herewith 20 courtesy copies of Amendment No. 7, which is marked to show
changes made to Amendment No. 6 to the Registration Statement (“Amendment No. 6”) filed with the Commission on September 5, 2014 (the “September 5 Filing”).

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 has commenced its road show activities and expects to price the initial
public offering of its American depositary shares on or about September 18, 2014. We would greatly appreciate the Staff’s willingness to work with the Company to achieve this offering timetable.

The Company has responded to the comment contained in the letter from the Staff dated September 12, 2014 (the “September 12 Comment
Letter”) by revising the September 5 Filing and providing an explanation in response to the comment.

 Set forth below is the
Company’s response to the Staff’s comment in the September 12 Comment Letter. The Staff’s comment is retyped below for your ease of reference and is followed by a summary of the responsive actions taken. We have included page
numbers to refer to the location in Amendment No. 7 where the disclosure addressing a particular comment appears.

*        *        *
 *        *

 Principal and Selling Shareholders, page 252

1.
Please disclose the natural persons with voting and/or investment control over the shares held by the entities listed below.

•

Fengmao Investment Corporation

•

CITIC Capital Excel Wisdom Fund, L.P.

•

Broad Sino Developments Limited

•

Prosperous Wintersweet (BVI) Limited

•

Ever Green Growth Limited

•

entities affiliated with Asia Alternatives Management LLC

•

Pavilion Capital Fund Holdings Pte. Ltd.

•

Li Ka Shing (Canada) Foundation

•

Crescent Holding GmbH

 In response to the Staff’s comment, the Company has added
the requested disclosure on page 253 with respect to Broad Sino Developments Limited, Li Ka Shing (Canada) Foundation and Crescent Holding GmbH. The Company advises the Staff that Fengmao Investment Corporation has informed the Company that its
parent entity, CIC International Co. Ltd., is a State owned enterprise in the People’s Republic of China and no individual natural person has voting or investment control over the ordinary shares of the Company held by Fengmao Investment
Corporation. In addition, CITIC Capital Excel Wisdom Fund, L.P., Prosperous Wintersweet (BVI) Limited and Ever Green Growth Limited have informed the Company that each is managed by a general partnership where no individual natural person controls
the decision-making over the ordinary shares of the Company held by each of them. Accordingly, no natural person has voting and/or investment control over the ordinary shares of the Company held by each of Fengmao Investment Corporation, CITIC
Capital Excel Wisdom Fund L.P., Prosperous Wintersweet (BVI) Limited and Ever Green Growth Limited.

*        *        *
 *        *

 SIMPSON THACHER & BARTLETT

  –
 3
 –

 If you have any question regarding this letter or Amendment No. 7, 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/ 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

September 4, 2014

Via E -mail
Mr. Jack Yun Ma
Executive Chairman
Alibaba Group Holding Limited
c/o Alibaba Group Services Limited
26/F Tower One, Times Square
1 Matheson Street, Causeway Bay
Hong Kong

Re: Alibaba Group Holding Limited
Amendment No. 5 to Registration Statement on Form F -1
Filed August 27, 2014
Supplemental Correspondence dated August 28, 2014
  File No. 333 -195736

Dear Mr. Ma :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
request ed information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

Amendment No. 5 to Registration Statement on Form F -1

Results of Operations, p age 109

Comparison of Three Months Ended June 30, 2013 and 2014, page 110

1. We note your disclosure that commission revenue increased partially due to an increase
in lottery commission income during the World Cup.  Please quantify the impact of the
increas e in commission income due to lottery commissions from the World Cup.

Jack Yun Ma
Alibaba Group Holding Limited
September 4, 2014
Page 2

 Financial Statements for the Three Months Ended June 30, 2014

Notes to Unaudited Interim Condensed Consolidated Financial Statements, page F -85

4. Significant acquisition and equity transactions, page F -91

2. Revise or tell us how you have fully complied with the disclosure requirements of ASC
805, including:

 How you complied with ASC 805 -10-50-2(g)(3) and (g)(4) for your step acquisitions
of OneTouch and UCWeb;

 How you complie d with ASC 805 -10-50-2(h) for your acquisitions of OneTouch,
UCWeb, and Alibaba Pictures;

 How you complied with ASC 805 -20-50-1(e)(2) for your acquisition of Alibaba
Pictures;

 How you complied with ASC 805 -30-50-1(a) for your acquisitions of OneTouch,
UCWeb, and Alibaba Pictures.   In this regard, your statements that goodwill is
attributable to expected synergies from combining the operations of these businesses
with yours is not sufficiently detailed to explain why the majority of the purchase
price for each company was allocated to goodwill; and

 How you complied with ASC 805 -30-50-1(c)(2) and (c)(3) for the contingent
consideration related to your acquisition of OneTouch.

Correspondence dated August 28, 2014

3. We note your response to prior comment 48 o f our letter dated June 2, 2014.  Please tell
us what consideration you have given to filing the information  included with your
correspondence dated August 28, 2014  as an exhibit to your registration statement.  In
this regard, it appears that the informat ion is required to be filed pursuant to Item
601(b)(4) and Item 601(b)(10) of Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the  Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosure they have  made.

Jack Yun Ma
Alibaba Group Holding Limited
September 4, 2014
Page 3

 You may contact Jarrett Torno, Staff Accountant, at (202) 551 -3703 or Jennifer
Thompson, Accounting Branch Chief, at (202) 551 -3737 if you have questions regarding
comments on the financial statements and related matters.  Please contact Lisa Kohl, Senior
Attorney, at (202) 551 -3252, Dietrich King, Legal Branch Chief, at (202) 551 -3338, or me at
(202) 551 -3720 with any other questions.

Sincerely,

 /s/ Mara L. R ansom

Mara L. Ransom
Assistant Director
cc: Via E -mail
Leiming Chen, Esq.
Simpson Thacher & Bartlett LLP

CORRESP
1
filename1.htm

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

 September 5, 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. 6 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. 6 (“Amendment No. 6”) to the Company’s Registration
Statement on Form F-1 (the “Registration Statement”). The Company notes that it has included the estimated range of the offering price for its initial public offering and related disclosure in the preliminary prospectus which forms a part
of Amendment No. 6.

 We enclose herewith 20 courtesy copies of Amendment No. 6, which is marked to show changes made to
Amendment No. 5 to the Registration Statement (“Amendment No. 5”) filed with the Commission on August 27, 2014 (the “August 27 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

  –
 2
 –

 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 will commence its
road show activities on September 8, 2014 and expects to price the initial public offering on or about September 18, 2014. We would greatly appreciate the Staff’s willingness to work with the Company to achieve this offering
timetable.

 The Company has responded to all of the comments contained in the letters from the Staff dated August 29, 2014 (the
“August 29 Comment Letter”) and September 4, 2014 (the “September 4 Comment Letter”) by revising the August 27 Filing or providing explanations in response to the comments. In addition to the amendments made in response
to the Staff’s comments and the estimated offering price range and related disclosure, the Company has also revised the August 27 Filing to include information and data reflecting new developments since the August 27 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
August 29 Comment Letter and the September 4 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. 6 where the disclosure addressing a particular comment appears.

*            *
 *            *            *

RESPONSES TO THE AUGUST 29 COMMENT LETTER

 Response
to [y]our July 11, 2014 Letter

1.
We note your response to comment 1 in our letter dated July 11, 2014 and your revised disclosure. Please tell us the business purpose for Mr. Shi’s involvement in the Wasu investment,
as it does not appear that he is contributing significant funds to the investment but he will have a significant degree of control over the investment. In addition, please tell us whether you believe the joint control arrangement between Mr. Ma
and Mr. Shi has the potential to create disputes or conflicts of interest and whether you considered adding risk factor disclosure to describe for investors any associated risks.

The Company respectfully advises the Staff that, as noted in the Company’s previous response on this issue, there are PRC regulatory
restrictions on foreign ownership in the media broadcasting and distribution industry in China, and Mr. Shi’s participation as one of the general partners and the executive partner of the PRC partnership that will make the proposed
investment in Wasu will help avoid any interpretation that a foreign-owned entity controls the PRC partnership. Moreover, as noted previously, Mr. Shi is the founder, chairman and a principal shareholder of Giant Interactive, a China-based
online game company that was previously listed on the New York Stock Exchange, and accordingly brings significant experience and knowledge relating to the digital media industry in China The Company believes that Mr. Shi’s involvement in
the PRC partnership making the Wasu investment would benefit the Company’s strategic alliance with Wasu because of his knowledge and experience within the media industry, his appreciation of the potential benefits of media offerings on our
platform and his experience in investing in businesses in China generally.

 SIMPSON THACHER & BARTLETT

  –
 3
 –

 Regarding the joint control arrangement between Mr. Ma and Mr. Shi and potential
conflicts of interest that could result, the Company has added disclosure on pages 52 to address this potential concern. The Company has also added disclosure regarding Mr. Shi’s background and role on pages 115 and 270.

Amendment No. 4 to Registration Statement on Form F-1

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 90

Our Monetization Model, page 93

2.
We note your statement in the first paragraph under this heading that you primarily derive revenue from online marketing services and commissions. Quantify in this section the amount or percentage of
total revenue generated from online marketing services and from commissions.

 In response to the Staff’s
comment, the Company has added disclosure on pages 103, 104 and 105 to indicate the percentage of revenues derived from each major revenue stream for each of China commerce retail, China commerce wholesale and international commerce wholesale. For
international commerce retail, as previously disclosed, such revenues are primarily attributable to commissions.

3.
We note your response to comment 5 in our letter dated August 1, 2014 that you do not believe separate disclosure of the amount of revenue generated from the company’s websites and from third-party
marketing affiliates is necessary. We are unable to agree with your position that no additional disclosure regarding the amount of revenue derived from online marketing services provided on third party marketing affiliates’ websites is
necessary. Please disclose the percentage of revenue generated from online marketing services on third party marketing affiliates’ websites or provide additional qualitative disclosure describing the relative insignificance to you of revenue
derived from online marketing services provided on third party marketing affiliates’ websites.

 In response to
the Staff’s comment, the Company has added the requested disclosure on page 103.

 SIMPSON THACHER & BARTLETT

  –
 4
 –

 Components of Results of Operations, page 98

4.
We note your description of the types of expenses classified as Cost of Revenue and as Sales and Marketing Expenses. After reviewing the additional information you filed as correspondence on
August 22, 2014 that is related to this matter, we understand that costs related to online marketing appearing on third party marketing affiliates’ websites are allocated between costs related to marketing performed for individual
merchants and costs related to marketing for your online marketplaces, and that each type of cost is classified differently. We have the following comments:

•

Revise your disclosure to quantify the amount of traffic acquisition costs that are included in Sales and Marketing Expenses for each period presented.

We believe that the Staff may be under the impression that the Company classifies a significant portion of traffic acquisition costs, or TAC,
under sales and marketing expense. This is not the case as the Company will discuss in more detail in this response. The Company respectfully advises the Staff that costs related to online marketing appearing on third-party marketing
affiliates’ websites are separately identified, differentiated and recorded as TAC in cost of revenue or as online advertising expenses in sales and marketing expense. TAC represents costs incurred to acquire traffic from third-party marketing
affiliates which is used by the Company to fulfill its obligations related to its customers online marketing needs. Except for the case noted below, costs incurred for the Company’s own online advertising expenses are contracted for and tracked
separately to allow for the appropriate income statement classification. Online advertising expenses represent expenses the Company has incurred for the marketing and promotion of its own services, sites and special events. The Company refers the
Staff to the table in the response to the immediately following sub-bullet point that explains those differentiating factors in detail.

The Company supplementally notes that, during the periods covered by the financial statements included in the Registration Statement, there
have been only two instances where fixed cost contracts normally used for the third-party marketing affiliate program were leveraged by the marketing departments of Taobao Marketplace, Tmall or Juhuasuan for their own sales and marketing activities,
and as such required an allocation of the corresponding fixed costs between TAC and online advertising expense. These two instances resulted in online advertising expenses under sales and marketing expenses of approximately RMB22 million
(approximately US$4 million) in fiscal year 2014. Both instances were isolated cases in that the marketing department leveraged inventory normally reserved for the third-party marketing affiliate program in order to promote a special event of the
Company, such as Singles’ Day. All other online advertising costs during the relevant periods were the result of direct advertising activities carried out by the marketing departments of the relevant marketplaces of the Company, and there have
been no other instances of amounts paid to third-party marketing affiliates under fixed costs arrangements being classified under sales and marketing expense. Based on this set of facts, the Company respectfully submits that separate disclosure of
costs incurred in purchasing inventory normally reserved for the third-party marketing affiliate program and classified as sales and marketing expense from fiscal year 2014 is unnecessary as the amount was immaterial and the incidents were isolated.
The Company expects future situations of a similar nature to occur only rarely and in any event would be immaterial.

 SIMPSON THACHER & BARTLETT

  –
 5
 –

 In light of the Staff’s comment, the Company has revised pages 124, 128, 133 and 134 to
disclose the Company’s own online advertising costs that fall within sales and marketing expense, which amounted to RMB201 million, RMB367 million, RMB532 million (US$86 million) and RMB184 million (US$30 million) in fiscal years 2012, 2013 and
2014 and the three months ended June 30, 2014, respectively. To avoid confusion, the term “online advertising expense” is used when referring to expenses the Company itself incurs in marketing its own products and services as opposed
to online marketing costs, or traffic acquisition costs, related to its merchants.

•

Tell us in more detail how you distinguish between the costs related to online marketing on third party websites for individual merchants and the costs related to marketing your online marketplaces to determine
the amount that you classify as Cost of Revenue as opposed to Sales and Marketing Expenses.

 The Company advises the
Staff that the classification and recording of TAC that are a part of the Company’s cost of revenues, on the one hand, and online advertising expenses that are a part of the Company’s sales and marketing expenses, on the other hand, can be
clearly identified and accounted for based on various differentiating factors set forth in the following table:

 Traffic Acquisition Cost

(a component of Cost of

Revenues)

 Online Advertising Expense

(a component of Sales and

Marketing Expenses)

Business purposes

To fulfill its obligations related to its merchants’ marketing needs by placing online marketing services outside the Company’s marketplaces to attract traffic

To fulfill corporate marketing initiatives for the benefit of the Company’s services, websites or general branding as well as increase consumer awareness of the Company’s marketplaces

Type of marketing content

Merchant’s marketing content relating to its products being sold on its storefronts on the Company’s marketplaces

Company’s own marketing content about its services, websites or other marketing events

Correlation with revenue

Correlation is high through online marketing services offered to the Company’s merchants

There is no correlation between online advertising expense and revenue

 SIMPSON THACHER & BARTLETT

  –
 6
 –

Responsible business unit

 Alimama, which operates the marketing technology platform and maintains the third-party marketing affiliate program with the goal of
monetizing all traffic

 Different set of contracts used by Alimama for the third-party
marketing affiliate program representing online marketing services provided to merchants

 Marketing departments of various marketplaces, based on the Company’s discretion, to promote business objectives such as corporate
marketing or promotion of the Company’s services

 Separate contracts entered into
with external websites by the marketing departments of the relevant marketplaces and used to promote and market the Company’s own services and marketplaces

Landing page

A landing page with product listings which are monetized through P4P or display marketing services offered to the Company’s merchants

Depending on the objectives of marketing and promotions, in nearly every case, the traffic is diverted to special promotion landing pages that do not comprise product listings with monetized online marketing services

External websites on which marketing content is displayed

Third-party marketing affiliates, (i.e. Taobao Affiliate Network participants)

Any external websites, including, but not limited to, third-party marketing affiliates

 Finally, the Company notes that, for the presentation of its operating results, the Company does not
separately present gross margin for the revenue it earns, but focuses on its overall operating margin, and considers all of these different types of expenses as the necessary costs to generate its revenue.

•

Tell us in more detail how you concluded that the costs of online marketing for your marketplaces are not traffic acquisition costs that would be classified as Cost of Revenue. In this regard, if an end user
clicks on an ad for your marketplaces that was placed on a third party website, is transferred to your website, and views a landing page containing display ads which generate revenue for you, it appears that the direct cost incurred to receive that
display marketing revenue was the cost of placing the ad on the third party’s website. If traffic is only diverted to web pages that do not contain display marketing, clearly state that in your response.

 SIMPSON THACHER & BARTLETT

  –
 7
 –

 The Company refers the Staff to the first part of the response to this comment and to the
factors described in

CORRESP
1
filename1.htm

Correspondence

 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

 September 3,
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. 5 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 (the “Staff”), we submit this letter on behalf of our client, Alibaba Group Holding Limited (the “Company”), to provide for your review, on a pre-filing supplemental basis, the Company’s proposed
response to comment 4 contained in the letter dated August 29, 2014 (the “August 29 Comment Letter”) from the Staff, as set forth below.

*            *
 *            *            *

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

  –
 2
 –

 Components of Results of Operations, page 98

4.
We note your description of the types of expenses classified as Cost of Revenue and as Sales and Marketing Expenses. After reviewing the additional information you filed as correspondence on August 22, 2014
that is related to this matter, we understand that costs related to online marketing appearing on third party marketing affiliates’ websites are allocated between costs related to marketing performed for individual merchants and costs related
to marketing for your online marketplaces, and that each type of cost is classified differently. We have the following comments:

•

Revise your disclosure to quantify the amount of traffic acquisition costs that are included in Sales and Marketing Expenses for each period presented.

We believe the Staff may be under the impression that the Company classifies a significant portion of traffic acquisition costs, or TAC, under
sales and marketing expense. This is not the case as the Company will discuss in more detail in this response. The Company respectfully advises the Staff that costs related to online marketing appearing on third party marketing affiliates’
websites are separately identified, differentiated and recorded as traffic acquisition costs, or TAC, in cost of revenue or as online advertising expenses in sales and marketing expenses. Traffic acquisition costs represent costs incurred to acquire
traffic from third-party marketing affiliates which is used by the Company to fulfill its obligations related to its customers’ online marketing needs. Except for the case noted below, costs incurred for our own online advertising expenses are
contracted for and tracked separately to allow for the appropriate income statement classification. Online advertising expenses represent expenses the Company has itself incurred for its marketing and promotion of its own services, sites and special
events. The Company refers the Staff to the table in the response to the immediately following sub-bullet point that explains these differentiating factors in detail.

The Company supplementally notes that, during the periods covered by the financial statements in the Registration Statement, there have been
only two instances where fixed cost contracts normally used for the third-party marketing affiliate program were leveraged by the marketing departments of Taobao Marketplace, Tmall or Juhuasuan for their own sales and marketing activities, and as
such required an allocation of the fixed costs between TAC and online advertising expense. These two instances resulted in online advertising expense under sales and marketing expenses of approximately RMB22 million (approximately US$4 million) in
fiscal year 2014. Both instances were isolated cases in that the marketing department leveraged inventory normally reserved for the third-party marketing affiliate program in order to promote a special event of the Company, such as Singles’
Day. All other online advertising costs during the relevant periods were the result of direct advertising activities carried out by the marketing departments of the relevant marketplaces, and there have been no other instances of amounts paid to
third-party affiliates under fixed costs arrangements being classified under sales and marketing expense. Based on this set of facts, the Company respectfully submits that separate disclosure of the TAC reclassified as sales and marketing expense
from fiscal year 2014 is unnecessary as the amount was immaterial and exceptional, and the Company expects that such instances will be rare and immaterial in the future.

 SIMPSON THACHER & BARTLETT

  –
 3
 –

 In light of the Staff’s comment, the Company has revised pages [113], [118] and [123] to
disclose the Company’s own online advertising costs that fall within sales and marketing expense, which amounted to RMB201 million, RMB367 million, and RMB532 million (US$86 million) and RMB184 million (US$30 million) in fiscal years 2012, 2013
and 2014 and for the three months ended June 30, 2014, respectively. To avoid confusion, the term “online advertising expense” is used when referring to expenses the Company itself incurs in marketing its own products and services as
opposed to online marketing costs, or traffic acquisition costs, related to its merchants.

•

Tell us in more detail how you distinguish between the costs related to online marketing on third party websites for individual merchants and the costs related to marketing your online
marketplaces to determine the amount that you classify as Cost of Revenue as opposed to Sales and Marketing Expenses.

The Company advises the Staff that the classification and recording of traffic acquisition costs that are a part of the Company’s cost of
revenues, on the one hand, and online advertising expenses that are a part of the Company’s sales and marketing expenses, on the other hand, can be clearly identified and accounted for based on various differentiating factors set forth in the
following table:

Traffic acquisition cost

 (a
component of Cost of

 Revenues)

Online Advertising Expense

(a component of Sales and

Marketing Expenses)

Business purposes

To fulfill its obligations related to its merchants’ marketing needs by placing online marketing services outside the
Company’s marketplaces to attract traffic

 To fulfill corporate
marketing initiatives for the benefit of the Company’s services, websites or general branding as well as increase consumer awareness of the Company’s marketplaces

Type of marketing content

 Merchant’s marketing content
relating to its products being sold on its storefronts on the Company’s marketplaces

Company’s own marketing content about its services, websites or other marketing events

Correlation with revenue

 Correlation is high through online
marketing services offered to the Company’s merchants

 There is no
correlation between online advertising expense and revenue

Responsible business unit

 Alimama, which operates the marketing
technology platform and maintains the third-party marketing affiliate program with the goal of monetizing all traffic

 Different set of
contracts used by Alimama for the third-party marketing affiliate program representing online marketing services provided to merchants

 Marketing
departments of various marketplaces, based on the Company’s discretion, to promote business objectives such as corporate marketing or promotion of the Company’s services

 Separate contracts entered into with external websites by the marketing departments of the
relevant marketplaces and used to promote and market the Company’s own services and marketplaces

Landing page

A landing page with product listings which are monetized through P4P or display marketing services offered to the Company’s
merchants

Depending on the objectives of marketing and promotions, in nearly every case, the traffic is diverted to
special promotion landing pages that do not comprise product listings with monetized online marketing services

External websites on which marketing content is displayed

Third-party marketing affiliates, (i.e. Taobao Affiliate Network participants)

Any external websites, including, but not limited to, third-party marketing affiliates

 SIMPSON THACHER & BARTLETT

  –
 4
 –

 Finally, the Company respectfully notes that, for the presentation of its operating results,
the Company does not separately present gross margin for the revenue it earns, but focuses on its overall operating margin, and considers all of these different types of expenses as the necessary costs to generate its revenue.

•

Tell us in more detail how you concluded that the costs of online marketing for your marketplaces are not traffic acquisition costs that would be classified as Cost of Revenue. In this regard,
if an end user clicks on an ad for your marketplaces that was placed on a third party website, is transferred to your website, and views a landing page containing display ads which generate revenue for you, it appears that the direct cost incurred
to receive that display marketing revenue was the cost of placing the ad on the third party’s website. If traffic is only diverted to web pages that do not contain display marketing, clearly state that in your response.

 The Company refers the Staff to the first part of the response to this comment and to the factors described in the table
above for additional details. In particular, the Company would emphasize that, while costs incurred in offering online marketing services to its merchants correlates highly with revenue, the Company’s own online advertising activities used to
promote its own services, its marketplaces and its ecosystem generally do not correlate with the revenue generated. Based on marketing initiatives pursued at its discretion and conducted by the marketing departments of the relevant marketplace, the
Company places online advertising on other sites to attract traffic to its marketplaces and to encourage users to shop on its websites or to promote particular special events or services, such as Singles’ Day or mobile interface, but it cannot
be said that traffic attracted to the Company’s websites through such advertising is a cost incurred to generate revenue just because the page that the user visits happens to contain display marketing. The Company believes this is no different
than costs related to offline promotional or advertising activities, such as billboards or other advertising, that are intended to lead Internet users to visit the homepage of Taobao Marketplace, which includes display marketing. Such offline
advertising would not be categorized as traffic acquisition cost, and the Company respectfully maintains that the same is true for the online advertising activities for its marketplaces. That is, the primary purpose of purchasing such advertising is
to cause users to come to the Company’s websites to use the services and online shopping options offered by such websites. Thus, the Company classifies such expenses as sales and marketing expense.

 SIMPSON THACHER & BARTLETT

  –
 5
 –

 As described above, there have been only two instances where, in order to take extra efforts
to promote certain special events of the Company, the marketing departments leveraged the fixed costs contracts entered into by Alimama under the third-party marketing affiliate program. However, because such activities were conducted to promote the
Company’s brand, sites and events, they were properly a part of the Company’s own marketing activities, the expenses so incurred were properly classified under sales and marketing expense. These two exceptional instances both occurred in
fiscal year 2014 in connection with the promotion of special events. The marketing inventory of Alimama is not normally available for use by the Company’s marketing departments, and the Company does not expect such instances to be common or
material and that it will be able to clearly identify such activities as sales and marketing.

 In addition, in nearly every case, traffic
from the Company’s online advertising is diverted to special promotional landing pages that do not comprise product listings with monetized online marketing services.

*            *
 *            *            *

 SIMPSON THACHER & BARTLETT

  –
 6
 –

 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/ 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

 Appendix A to the letter to the SEC dated September 3, 2014

[Attached]

August 29, 2014

Via E -mail
Mr. Jack Yun Ma
Executive Chairman
Alibaba Group Holding Limited
c/o Alibaba Group Services Limited
26/F Tower One, Times Square
1 Matheson Street, Causeway Bay
Hong Kong

Re: Alibaba Group Holding Limited
Amendment No. 4 to Registration Statement on Form F -1
Response dated August 12, 2014
Filed August 12, 2014
  File No. 333 -195736

Dear Mr. Ma :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested informati on.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

Response to our July 11, 2014 Letter

1. We note your response to comment 1 in our letter dated July 11, 2014 and your revised
disclosure.  Please tell us the business purpose for Mr. Shi’s involvement in the Wasu
investment, as it does not appear that he is contributing significant funds to the
investment but he will have a significant degree of control over the investment.  In
addition, please tell us whether you believe the joint control arrangement between Mr.
Ma and Mr. Shi has the potential to create disputes or conflicts of interest and whether
you considered adding risk factor disclosure  to describe for investors any associated
risks.

Jack Yun Ma
Alibaba Group Holding Limited
August 29, 2014
Page 2

 Amendment No. 4 to Registration Statement on Form F -1

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
90

Our Monetization Model, page 93

2. We note your state ment in the first paragraph under this heading that you primarily derive
revenue from online marketing services and commissions.  Quantify in this section the
amount or percentage of total revenue generated from online marketing services and from
commissio ns.

3. We note your response to comment 5 in our letter dated August 1, 2014 that you do not
believe separate disclosure of the amount of revenue generated from the company’s
websites and from third -party marketing affiliates is necessary .  We are unable to agree
with your position that no additional disclosure regarding the amount of revenue derived
from online marketing services provided on third party marketing affiliates’ websites is
necessary.   Please disclose the percentage of revenue  generated from online marketing
services on third party marketing affiliates’ websites or provide additional qualitative
disclosure describing the relative i nsignificance  to you of revenue derived from online
marketing services provided on third party mar keting affiliates’ websites.

Components of Results of Operations, page 98

4. We note your description of the types of expenses classified as Cost of Revenue and as
Sales and Marketing Expenses.  After reviewing the additional information you filed as
corres pondence on August 22, 2014 that is related to this matter, we understand that costs
related to online marketing appearing on third party marketing affiliates’ websites are
allocated between costs related to marketing performed for individual merchants and
costs related to marketing for your online marketplaces, and that each type of cost is
classified differently.  We have the following comments:

 Revise your disclosure to quantify the amount of traffic acquisition costs that are
included in Sales and Mark eting Expenses for each period presented.

 Tell us in more detail how you distinguish between the costs related to online
marketing on third party websites for individual merchants and the costs related to
marketing your online marketplaces to determine th e amount that you classify as Cost
of Revenue as opposed to Sales and Marketing Expenses.

 Tell us in more detail how you concluded that the costs of online marketing for your
marketplaces are not traffic acquisition costs that would be classified as Cost of
Revenue.  In this regard, if an end user clicks on an ad for your marketplaces that was
placed on a third party website, is  transferred to your website , and views a landing

Jack Yun Ma
Alibaba Group Holding Limited
August 29, 2014
Page 3

 page containing display ads which  generate revenue for you, it appears that the direct
cost incurred to receive that display marketing revenue was the cost of placing the ad
on the third party’s website .  If traffic is only diverted to web pages that do not
contain display marketing, clearly state that in your response.

Recent Invest ment, Acquisition and Strategic Alliance Activities, page 101

5. We note your response to comment 24 in our letter dated August 1, 2014.   We also note
your statement at the bottom of page 102 that you do not expect your investm ent
activities to have a  negati ve impact on your liquidity or operations.  Tell us in detail how
you determined that no disclosure about the business combinations consummated after
your latest balance sheet date was necessary under Item 5.D. of Form 20 -F.  To assist us
in understanding your response, tell us the amount of net income or net loss of each
newly acquired company in its most recently completed fiscal year and describe any
trends in the profitability or losses of these companies that would lead you to believe
their results in the current fiscal year would differ significantly from their results in the
most recently completed fiscal year.

Results of Operations, page 10 7

6. We note your response to comment 3 in our letter dated August 1, 2014.   We continue to
believe that the discussion of GMV currently provided in MD&A does not adequately
inform investors of the reasons behind material changes in your online marketing services
and commission revenue streams.   Additionally, while we do not obje ct to your use of the
monetization rate to analyze changes in overall revenue for your China retail
marketplaces, we do not believe it is a direct explanation of changes in the volume and
price of services rendered for each of the online marketing services  and commission
revenue streams.  Please revise your filing to provide a separate narrative discussion for
each of your online marketing services and commission revenue streams, and specifically
discuss the extent to which changes in recorded revenues were  due to changes in prices
and changes in volumes as requi red by Item 5.A.1 of Form 20 -F.  To the extent
necessary, p lease utilize metrics directly appl icable to each revenue stream.

Critical Accounting Policies and Estimates, page 128

7. We note that your c ritical accounting policy for revenue recognition primarily discusses
the judgments and estimates involved in multiple element arrangements.  Since multiple
element arrangements constitute less than 1% of your revenue, if you wish to continue to
include di sclosures related to your multiple element arrangements, revise these
disclosures to clarify that your multiple element arrangements are currently not
significant to your operations.  Additionally, revise your disclosure to explain any
significant judgment s and estimates involved in your online marketing services, which
constitute approximately two -thirds of your total revenue.

Jack Yun Ma
Alibaba Group Holding Limited
August 29, 2014
Page 4

 Financial Statements

2. Summary of significant accounting policies, page F -13

(g) Revenue recognition, page F -18

8. We are still considering your responses to comments 12 -19 in our letter dated August 1,
2014 and the additional information you filed as correspondence on August 22, 2014.
We may have further comments.

9. We note your disclosures under the heading “Online marketing serv ices revenue.”  To
provide your readers with more transparent disclosure into how you generate revenue
from online marketing services, revise your disclosures as follows:

 Clarify that online marketing services revenue is primarily comprised of pay for
performance (P4P) marketing services provided on your own websites.

 Clarify that P4P marketing content and display marketing content both appear as
product photos accompanied by text.

 Clarify that your statement that merchants bid for keywords that match pr oduct or
service listings appearing in search or browser results only applies to your websites.
Clarify that on third party websites, you use contextual relevance technology to match
the marketing content to the textual content of the third party website as opposed to a
keyword searched by a user.  Clarify that on third party websites, you also may
embed your search box, and if a user types a keyword into your embedded search
box, the user is redirected to a Taobao Marketplace landing page containing searc h
results.

 Clarify that your statement that revenue from P4P marketing services is recognized
when a user clicks on the advertisement only applies to your websites.  Clarify that on
third party websites, no revenue is recognized when a user clicks on an
advertisement.  Instead, the user is redirected to a landing page on your websites
containing listings for similar products or services from many merchants, including
the merchant whose ad appeared on the third party website, other merchants who
participate  in online marketing on your websites, and merchants who do not
participate in online marketing on your websites.  Clarify, if true, that revenue is
recognized if the user’s “second click” occurs on a listing for any merchant who
participates in your P4P o nline marketing program.  Clarify, if true, that the related
traffic acquisition cost is incurred under a fixed percentage contract with the third
party website only if the “second click” occurs on the same listing that appeared on
the third party’s websit e.

Jack Yun Ma
Alibaba Group Holding Limited
August 29, 2014
Page 5

 5.  Revenue, page F -37

10. We note your disclosures here and your response to comment 70 in our letter dated June
2, 2014.  Your presentation of revenue from China commerce retail, China commerce
wholesale, International commerce retail, and International commerce wholesale presents
the types of merchants from which you generate revenue rather than presenting the types
of services you provide to those merchants.  To better comply with the requirement of
ASC 280 -10-50-40, revise your footnote to disclose the revenue you generate from each
group of similar services you provide to your customers, including online P4P marketing
services, online display marketing services, commission, and others.  Please note that due
to the distinct nature and risks of P4P marketing as compared to display  marketing, we do
not believe these services are similar enough to be aggregated into a single group, and we
believe they should be separately disclosed.  We also note your response to comment 6 in
our letter dated August 1, 2014 and continue to believe yo u should disclose within
MD&A the online marketing services revenues generated from each of P4P marketing
and display marketing, and to the extent material, the revenue from each of your
Taobaoke program and placement services.

14. Investment in equity in vestees, page F -58

(b) Investment in UCWeb Inc. (“UCWeb”), page F -58

11. We note your response to comment 22 in our letter dated August 1, 2014.   Disclose the
fair value of your investments accounted for under the cost -method or, if applicable,
include the d isclosures required by ASC 325 -20-50-1(c).

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securitie s Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosure they have made.

Jack Yun Ma
Alibaba Group Holding Limited
August 29, 2014
Page 6

 You may contact Jarrett Torno, Staff Accountant, at (202) 551 -3703 or Jennifer
Thompson, Accounting Branch Chief, at (202) 551 -3737 if you have questions regarding
comments on the financial statements and related matters.  Please contact Lisa Kohl, Senior
Attorney, at (202) 551 -3252, Dietrich King, Legal Branch Chief, at (202) 551 -3338, or me at
(202) 551 -3720 with any other questions.

Sincerely,

 /s/ Mara L. R ansom

Mara L. Ransom
Assistant Director
cc: Via E -mail
Leiming Chen, Esq.
Simpson Thacher & Bartlett LLP

CORRESP
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filename1.htm

SEC Letter

 SIMPSON THACHER & BARTLETT

 ICBC TOWER, 35TH FLOOR

3 GARDEN ROAD

HONG KONG

(852) 2514-7600

FACSIMILE (852) 2869-7694

DIRECT DIAL NUMBER

E-MAIL ADDRESS

+852-2514-7630

lchen@stblaw.com

 August 27, 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. 5 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. 5 (“Amendment No. 5”) to the Company’s Registration Statement on Form F-1 (the “Registration Statement”).

We enclose herewith 20 courtesy copies of Amendment No. 5, which is marked to show changes made to Amendment No. 4 to the
Registration Statement filed with the Commission on August 12, 2014 (the “August 12 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

  –
 2
 –

 The Company has revised the August 12 Filing to include (i) its unaudited interim
condensed consolidated financial statements as of and for the three months ended June 30, 2014 and related disclosure; and (ii) other information and data to reflect new developments since the August 12 Filing as well as generally to
update the Registration Statement.

 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 early part of the third week of September 2014. We would greatly appreciate
the Staff’s willingess to work with the Company to achieve this contemplated offering timetable.

*            *
 *            *            *

 SIMPSON THACHER & BARTLETT

  –
 3
 –

 If you have any question regarding this letter or Amendment No. 5, 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/ Leiming Chen

Leiming Chen

 Enclosure

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

CORRESP
1
filename1.htm

Correspondence

 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

 August 22, 2014

VIA EDGAR

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:

 Mr. Jarrett Torno, Staff Accountant

 Ms. Mara
L. Ransom, Assistant Director

 Ms. Jennifer Thompson, Accounting Branch Chief

Mr. Dietrich King, Legal Branch Chief

 Ms. Lisa Kohl,
Senior Attorney

 Re:

 Alibaba Group Holding Limited

Amendment No. 4 to Registration Statement on Form F-1

File No. 333-195736

 Ladies and Gentlemen:

Further to telephone discussions between Alibaba Group Holding Limited (the “Company”) and members of the staff (the
“Staff”) of the Securities and Exchange Commission, we submit this letter on behalf of the Company to provide additional information requested by the Staff regarding the Company’s third-party marketing affiliate platform and how the
Company generates revenue from the traffic that its third-party marketing affiliate program brings to the Company’s marketplaces, as set forth below.

*        *        *
 *        *

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

  -
 2
 -

 Introduction

Before going into detail, the Company would like to emphasize three points regarding the operation of the Company’s third-party marketing
affiliate program:

 (i) the Company’s China retail marketplaces are not reliant on third-party traffic.

(ii) Revenues and costs attributable to third-party marketing affiliates are not material.

(iii) The Company’s third-party marketing affiliate program is highly integrated into its product offerings and it utilizes a second-click
revenue model.

 Taobao Marketplace is a shopping destination and therefore not reliant on third-party traffic.

The Company advises the Staff that, as disclosed in the Company’s Registration Statement on Form F-1, Taobao Marketplace is China’s
largest shopping destination. Unlike shopping sites in the United States or other geographies, Taobao Marketplace does not rely on other sites to acquire traffic. Taobao Marketplace is known as a site for consumers to find anything, anytime,
anywhere. The Company’s China retail marketplaces have 796 million product and service listings across over 100 product categories and approximately 2,000 sub-categories. Similarly, Mobile Taobao has become a destination for products and
services for the Company’s users’ everyday lives, such as booking cinema tickets and taxis, and ordering take-out meals. Therefore, if consumers want to buy something, they generally come directly to Taobao Marketplace rather than through
a search engine or third-party site.

 Revenues and costs attributable to the Company’s third-party marketing affiliate program and the related
online marketing activities are immaterial to overall revenue.

 The Company advises the Staff that revenue directly derived from P4P
and display marketing services attributable to the traffic from third-party marketing affiliates represents 6.6%, 6.4% and 6.0% of the Company’s total revenue in fiscal years 2012, 2013 and 2014, respectively. The Company’s revenue growth
has not depended on an increasing contribution of revenues generated from third-party marketing affiliates.

 The Company further advises
the Staff that traffic acquisition costs recorded in cost of revenue represent 5.0%, 4.6% and 4.0% of the Company’s total revenue in fiscal years 2012, 2013 and 2014, respectively, and online marketing expenses recorded in sales and marketing
expenses represent 1.0%, 1.1% and 1.0% of the Company’s total revenue in the same periods. As illustrated in the historical periods and the fact that Taobao Marketplace is already the top shopping destination in China, the Company expects that
traffic acquisition costs and online marketing expenses as percentages of total revenue will remain relatively stable and as small percentages of total revenue.

 SIMPSON THACHER & BARTLETT

  -
 3
 -

 The Company does not separate revenues between its own websites and third-party websites because of the
integrated nature of the Company’s product placement offering.

 The Company advises the Staff that it views online marketing
services on its own websites and those of third-party marketing affiliates as one comprehensive set of offerings to its merchants. Merchants place P4P and display marketing services on the Company’s websites and those of the marketing
affiliates by using the Company’s auction or bidding systems. The inventory of the Company’s websites is consolidated with the inventory of websites of third-party marketing affiliates on the Company’s systems. If merchants
participate in the third-party marketing affiliate program, the ultimate placement of the online marketing services on the Company’s websites or those of third-party marketing affiliates is based upon the results of the Company’s
proprietary algorithms that place the services for the merchants in a way that will enhance the return on their marketing expenditures. The third-party marketing affiliate program acts as another channel for the Company’s merchants to attract
other potential consumers. Merchants’ total spending on online marketing services, which is what ultimately drives the Company’s online marketing service revenue, is a function of their expected returns on marketing expenditures and the
Company does not believe that it is affected by the source of the consumer traffic.

 To facilitate the Staff’s understanding of how
merchants register and bid for the online marketing services on the Company’s auction system, the Company has attached as Appendix A of this letter screen shots illustrating the procedures. In addition, the Company has attached as Appendix B of
this letter an English translation of a sample contract between the Company and its merchants relating to the integrated product placement offering covering all consumer traffic.

P4P versus display marketing services.

The Company advises the Staff that the substantial majority of the online marketing revenue earned from the traffic from third-party marketing
affiliates was related to the provision of P4P services. In fiscal year 2014, less than 0.5% of total revenue was related to display marketing revenue earned from the traffic from third-party marketing affiliates. The Company believes that its P4P
service, which is a performance-based marketing tool charged on the cost-per-click model, is more suitable for the small to medium sized merchants doing business on the Company’s marketplaces. Given the relative insignificance of display
marketing services, the Company’s discussion below of how the Company generates revenue from its third-party marketing affiliate program is focused on the provision of P4P services.

 SIMPSON THACHER & BARTLETT

  -
 4
 -

 Third-party marketing affiliate program – a second-click revenue model.

The Company advises the Staff that the third-party affiliate program operated by Alimama using merchant’s marketing materials utilizes a
second-click revenue model to generate revenue for the Company. In other words, the Company’s proprietary algorithms display a merchant’s P4P product placement on an affiliate’s website in order to divert users who click on such links
back to an Alibaba landing page, where a number of merchant product placements are presented and where there is a possibility that a click on that page may generate revenue (the “second click”). These product placements on the landing page
include placements from merchants participating in the third-party marketing affiliate program and those who do not participate in the Company’s online marketing program. In addition, the landing page may show organic product results from other
merchants based on algorithms taking into account relevance and other factors. The Company’s ability to generate revenue (if any) from such affiliate’s traffic and the payment of any traffic acquisition costs to the affiliates depend on
which product placement is second-clicked and whether a transaction eventually takes place on Tmall or Juhuasuan (resulting in transaction commission). The table below outlines a number of scenarios related to revenue generated and traffic
acquisition cost, or TAC, incurred given the Company’s second-click revenue model:

Revenue

Cost

 On Alibaba landing page, user “second clicks” on:

Revenue
generated by the
Company?

TAC payable
 under fixed

cost

 arrangements?

TAC payable
 under fixed

percentage
arrangements?

 Merchants participating in P4P services through affiliate marketing program

Yes (#)

Yes

Yes

 Merchants not participating in P4P services through affiliate marketing program, but participating in Alibaba online marketing
program

Yes

Yes (*)

No

 Merchants not participating any P4P services (i.e. organic placement)

Maybe (^)

N/A

N/A

(#)
Represents approximately 6% of total revenue directly related to traffic from third-party marketing affiliate as previously disclosed.

(*)
Under fixed cost arrangements, the Company is required to pay TAC to the third-party marketing affiliates in the contracted amounts with or without any revenue generation activities initiated by the incoming traffic.

(^)
Transaction commission is earned only if the transaction took place on Tmall or Juhuasuan.

 SIMPSON THACHER & BARTLETT

  -
 5
 -

 As illustrated above, not all revenue generated from the traffic from third-party marketing
affiliates result in a TAC payable to them. The Company does not attempt to allocate TAC incurred for each revenue stream because the Company believes that it would be arbitrary and neither the Company nor the merchants would find it meaningful.

 The second-click revenue model on traffic from third-party marketing affiliates was introduced by the Company to enhance the user
experience, by providing more varieties of relevant products or merchants for browsing and selection by consumers on Alibaba landing pages. The Company believes that this also enhances the return on investment by merchants, by filtering the incoming
traffic to specific products appealing to the consumers without the merchants incurring a charge at the first click on the affiliate websites.

The Company has attached as Appendix C of this letter illustrative screen shots of how P4P marketing materials are presented on the
third-party affiliate websites and how the traffic is diverted to an Alibaba landing page.

 Online marketing conducted by the Company.

The Company advises the Staff that the Company from time to time engages in online marketing activities with external websites using its own
marketing materials to fulfill corporate marketing initiatives for the benefits of its services, websites or general branding and consumer awareness purchases. This program is operated by the marketing departments of Taobao Marketplace, Tmall or
Juhuasuan. For instance, the Company may place an advertisement about “future cool trend by Tmall” on an external website where it diverts the traffic to an online video introducing different product categories on Tmall where the Company
introduces its new consumer services. At the end of the online video the traffic is further diverted to, for instance, the fashion category on Tmall. The Company has attached as Appendix D of this letter illustrative screen shots of this advertising
program. These marketing expenses are not variable costs but incurred at the Company’s discretion to attract awareness or traffic and such activities may not necessarily tie to revenue generation objectives or a specific revenue stream.
Accordingly, such expenses are classified as sales and marketing expenses.

 Fixed cost and fixed percentage arrangements with third-party marketing
affiliates.

 The Company advises the Staff that the Company enters into contracts with third-party marketing affiliates, under fixed
cost arrangements or fixed percentage arrangements, in respect of its third-party marketing affiliate program. In fiscal 2014, 39% of the TAC incurred by the Company was related to third-party marketing affiliates that had fixed cost arrangements.
Under the fixed cost arrangement, the Company is obligated to pay a contracted fixed amount for a specific slot on the affiliate website for a specific period of time. The placement of marketing materials is determined by the Company’s systems
and algorithms and monetization takes place on the diverted traffic through the second-click revenue model, as discussed above. In effect, the Company is buying out all the traffic at a pre-determined contracted amount whether or not revenue can be
generated from its merchants. Under the fixed percentage arrangement, the Company shares a pre-agreed percentage of the online marketing revenues with the third-party marketing affiliate when and only if the traffic diverted to the Company’s
marketplaces results in a click on marketing materials of merchants participating in the third-party marketing affiliate program. The Company also enters into contracts with external websites (most of which are also the Company’s third-party
marketing affiliates) in similar form and under similar terms and conditions.

 SIMPSON THACHER & BARTLETT

  -
 6
 -

 The Company has attached as Appendix E and Appendix F of this letter English translations of
sample contracts between the Company and third-party marketing affiliates under fixed cost and fixed percentage arrangements, respectively.

*        *        *
 *        *

 SIMPSON THACHER & BARTLETT

  -
 7
 -

 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/ 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

 Appendix A to the letter to the SEC dated August 22, 2014

An example illustrating how merchants participate in online marketing services and perform P4P bidding

Merchants participate in the P4P bidding process on the Company’s online auction system. The prerequisite to participate in the Company’s online
marketing services is being a merchant on the Company’s marketplaces. The process of how a merchant registers and enter bids is shown in the following steps.

Step 1

 Merchants select the option of “placement
through third-party affiliate websites” and “placement on PC or mobile”.

 Step 2

 Merchants set
the nature of marketing placement by contextual preference or target group.

 Step 3

Merchants set the preference of placement timing.

 Step 4

 Merchants set
the daily maximum online marketing spending limit.

 Step 5

 Merchants set
the geograp

CORRESP
1
filename1.htm

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

  –
 2
 –

 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

  –
 3
 –

 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

  –
 4
 –

 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

  –
 5
 –

 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

  –
 6
 –

 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

  –
 7
 –

 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

CORRESP
1
filename1.htm

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,

August 1, 2014

Via E -mail
Mr. Jack Yun Ma
Executive Chairman
Alibaba Group Holding Limited
c/o Alibaba Group Services Limited
26/F Tower One, Times Square
1 Matheson Street, Causeway Bay
Hong Kong

Re: Alibaba Group Holding Limited
Amendment No. 3 to Registration Statement on Form F -1
Filed July 11, 2014
  File No. 333 -195736

Dear Mr. Ma :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Risk Factors, page 23

We do not control Alipay . . . ., page 28

1. We note your response to comment 6 in our letter dated July 3, 2014 and t he new risk
factor on page 28.  Revise  the head ing of this risk factor to reflect the potential conflicts
of interest disclosed in this risk factor.  Also  disclose in more detail , in the risk factor , the
possible conflicts of interest that may arise between Jack Ma’s role in exercising voting
control over Alipa y’s parent and his role as your Executive  Chairman.  In doing so,
discuss the ability of Junhan, an entity over which you do not appear to have control, to
issue share -based awards to your employees, certain expenses associated therewith which
will be recognized  by you.

Jack Yun Ma
Alibaba Group Holding Limited
August 1, 2014
Page 2

 Selected Operating Data, page 87

2. We have read your response to comment 14 in our letter dated July 3, 2014 and your
quantification on page 169 of GMV generated from traffic through the Juhuasuan
marketplace.  To indicate the relative siz e of Juhuasuan in a more prominent loca tion
within your filing, disclose the amount or percentage of fiscal year 2014 GMV related to
Juhuasuan in footnote one to this tabular presentation of total GMV.

Management’s Discussion and Analysis, page 89

Resu lts of Operations, page 105

3. We note the revisions to your filing in response to comment 17 in our letter dated July 3,
2014.  Tell us in detail how your revisions address our prior comment that you should
provide investors with management’s insight into the extent to which changes in both
your online marketing services and commission revenue are attributable to changes in
prices or c hanges in the volume of services sold.   For example, tell us how your analysis
of changes in total and mobile GMV with respect to online marketing services, or your
statements regarding  increased GMV contribution from Tmall  fully explain  the impact of
chan ges in both the price or volume of the services sold.  Do not limit your response to
these examples.  Additionally, explain the relationship between monetization rate,
volume and price if its inclusion was intended to respond to our comment.

4. Refer  to the level at which revenue is budgeted and monitored as seen in the internal
management reports that were previously provided to us.  Tell us in detail how you
determined that your narrative analysis of changes in revenue should not be further
disaggre gated, particularly as it relates to your China commerce retail business’s online
marketing services.  We remind you that one of the principal objectives of MD&A is to
provide a narrative explanation of a company's financial statements that enables investo rs
to see the company through the eyes of management.

China Commerce, page 107

5. Separately  disclose the amount of revenue that you generate from marketing services on
your websites and the amount of revenue that you generate from marketing services
throug h third -party affiliates.

6. Separately  disclose the online  marketing services revenue generated from your pay -for-
performance, display marketing, Taobaoke program, and placement services .

International Commerce, page 108

7. Separately  disclose the amount o f revenue generated from membership fees and online
marketing services respectively .

Jack Yun Ma
Alibaba Group Holding Limited
August 1, 2014
Page 3

 Business, page 137

Marketing Services, page 174

8. Revise  your disclosure to include a more detailed description of your P4P marketing
services and display marketing serv ices as it relates to third party marketing affiliates.

9. Revise  your disclosure to clarify whether your online marketing services are available
solely to your merchants or whether non -merchants also may utilize your marketing
services.  Address  this for services provided on your websites and third party websites.

Related Party Transactions, page 226

Agreements and Transactions Related to Small and Micro Financial . . ., page 227

10. We note your response to comment 23 in our letter dated July 3, 2014.  Disclose  the
anticipated timeframe in which Jack Ma’s direct and indirect economic interests in Small
and Micro Financial Services Company will be reduced to the level disclosed on page
228.

Financial Statements, page F -1

2.  Summary of Significant Accou nting Policies, page F -13

(g) Revenue Recognition, page F -18

11. We note your response to comment 37 in our letter dated July 3, 2014.  Where you
disclose revenue recognition policies applicable to revenue streams that are not yet
material, clearly disclose that said revenue streams are not yet material.

12. For each of pay-for-performance, or P4P, and display marketing services, provide us with
the amount of revenue attributable to third -party marketing affiliates and the related
traffic acquisit ion costs for all periods presented .

13. We understand that merchants bid for keywords in P4P marketing services while
merchants bid for display positions in display marketing.  Explain  further the difference s
between P4P marketing services and display marketing.  In this regard:

 Describe how the results of the online auction system and real -time bidding system
are presented on a third -party marketing affiliate’s website.

 Help us better understand the overall nature and process for keyword searches on
your third -party aff iliate’s sites , including clarifying what portion of the search results

Jack Yun Ma
Alibaba Group Holding Limited
August 1, 2014
Page 4

 are generated through the online auction system.  In addition, tell us how the third -
party sites interface with the online auction system to generate search results.

 Also  provide u s detailed examples of searches performed and explain any significant
differences that might exist based on the nature of the third -party marketing affiliate.

14. Provide  us with a more specific and comprehensive discussion regarding why you believe
you are t he primary obligor in these arrangements  including  what consideration you have
given to the fact that your third -party marketing affiliates are ultimately responsible for
providing advertising or display space.  Also  tell us how the fact that merchants are  in
charge of providing their own bidding information  affect s your conclusion .

15. Provide  us with more details regarding the terms of your fixed cost contracts , including
how you have defined monetization  in your statement in Appendix 1 that “a portion of
website inventory is purchased at a fixed cost for a specified period of time regardless of
whether monetization can be achieved .”  Specifically, t ell us if you are required to pay
the agreed -upon costs regardless of whether a bidder for this inventory is found or if your
reference to monetization refers to situations where an auction bid might be less than the
fixed price amount you have agreed to pay to a third party affiliate for their space.  Based
upon your response, it appears that 39% of your contrac ts have fixed -fee arrangements ,
but it is unclear what percentage of these contracts require s you to pay the agreed -upon
fee in full if no merchant or advertiser is identified.  For such circumstances , quantify: (1)
the significance of these arrangements f or both your P4P and display marketing
arrangements ; and (2) the payments made when no merchant or advertiser was identified
for each period presented.

16. Clarify  if you believe general inventory risk exists for the portion of website inventory
that is not a cquired under the same terms described in the previous comment and provide
the basis for your conclusion.

17. Further  explain why you believe you have pricing latitude given prices are determined by
the results of the online auction or real -time bidding syste ms.  Additionally, explain how
the Company’s “pricing algorithm adjusts the final price that the merchant should pay .”
You suggest in Appendix 1 that you have discretion in determining the price by making
adjustment s.  Explain how pricing is determined including the impact of the auction or
real-time bidding systems, provide us with examples of adjustments , and explain why
such adjustments would be made.

18. Provide  us with a more specific and comprehensive discussion of your involvement in
determining servic e specifications  including how you work with third -party affiliates in
determining items such as size and customization of items.  Based on your discussion in
Appendix 1, it appears your involvement in online auction systems may differ from real -
time biddi ng systems.  Explain  the differences and specify how you are  involved with
service specifications with respect to P4P marketing services.

Jack Yun Ma
Alibaba Group Holding Limited
August 1, 2014
Page 5

 19. Explain  in significantly more detail why you do not believe your fees are fixed given that
the amount you pay to you r third -party affiliates is based on a fixed -dollar amount or
fixed percentage.  Reference ASC 605 -45-45-17.

8. Share -based Awards, page F -40

20. We have the following additional comments  regarding the non -compete provision under
the Partner Capital Investme nt Plan :

 Provide  us with more specific details of the non -compete provision including how the
provision defines immediate family members, investments in competitors, working
for competitors, conferring a competitive act on competitors, acts that are serious or
materially detrimental to your interests , and related entit ies.

 Refer to ASC 718 -20-55-91 and tell us: (1) whether the non -compete provisions can
be legally enforced; (2) whether you intend to enforce the non -compete provisions;
and (3) how the fai r value of these  awards compares  to each individual’s expected
future annual total compensation.  Provide  us with a specific analysis for each of the
non-employees.

 Further  explain why you believe the subscribers’ skills could be applied to other
corporations without vio lating the non -compete provisions.  We note you have a
number of related entities and you have entered into agreements to acquire or have
acquired interests in entities in multiple different industries.

 If the non -compete provision does not define in more  detail the actions to which it
applies, tell us whether you have the unilateral ability at your sole discretion to
determine the circumstances that constitute a violation and what recourse a subscriber
would have to your determination.

21. Tell us  whether  you are  a legal party to the share -based award arrangement between your
employees and Junhan, including whether you serve as a guarantor under the
arrangement.  Explain  further how Junhan will have a sufficient amount of cash available
to settle  these awar ds.  In this regard, tell us if Junhan has the ability to obtain  cash from
Alipay and whether any restrictions exist.  Tell us how the fair value of Junhan’s interest
in Small and Micro Financial Services Company compares to the current value of these
awar ds and how you have considered future changes in the amounts given that Junhan’s
interest in Small and Micro Financial Services Company will decrease and additional
share appreciation rights issued by Junhan will be given to your employees.  Also  tell us
how Junhan can raise debt as an investment holding company and what guarantees might
be placed on any new debt.  Finally, to the extent that Junhan will not have sufficient
cash to  settle  these awards, tell us whether you intend  to make up the difference .

Jack Yun Ma
Alibaba Group Holding Limited
August 1, 2014
Page 6

 14. Investment in equity investees, page F -57

(b) Investment in UCWeb Inc. (“UCWeb”), page F -57

22. We have the following comments regarding UCWeb:

 You disclose on page F -57 that in May 2013, you completed a step acquisition of
convertible preferred shares  in UCWeb for US$506 million in cash.  Provide us with
the details of the previous steps.

 We note that in December 2013 you paid US$180 million to acquire an additional 1%
interest in UCWeb.  Tell us why the consideration paid for the additional 1% inter est
appears disproportional to the consideration paid for the original 65% interests.
Clarify  whether you received any rights or benefits in the second transaction beyond
an additional 1% economic and voting interest.

 Disclose , if material, the fair valu e of your cost -method investments as required by
ASC 325 and ASC 825.

25. Subsequent events, page F -69

23. Provide  us with additional analysis of your significant influence over Youku Tudou as
follows:

 You list various commercial agreements between you and Youku Tudou.  Help  us
better understand the nature of these agreements and how these agreements,
individually or collectively, help support your assertion of significant influence over
Youk u Tudou.  Also tell us whether Youku Tudou has similar commercial
agreements with other parties and, if so, the relative significance of your agreements
to those with other parties.

 You state that you “are entering into” commercial agreements with Youku Tudou.
For each agreement that you believe is significant in demonstrating your significant
influence over Youku Tudou, tell us if and when the agreement was finalized and
whether the commercial agreement was specified in or contemplated at the time of
your equity purchase agreement.

 You believe that “a meaningfu l portion” of Youku Tudou’s revenue is generated
through participation in your Taobaoke program as a third party marketing affiliate.
Provide  more quantified details regarding the significance of Youku Tudou’s revenue
that is generated from the Taobaoke p rogram.

Jack Yun Ma
Alibaba Group Holding Limited
August 1, 2014
Page 7

 24. Provide  the disclosures required by ASC 805 -10-50-4 related to business combinations
after the reporting date but before the financial statements are issued for all material
acquisitions or tell us why you do not believe these disclosures are re quired.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosure they have made.

You may contact Jarrett Torno, Staff Accountant, at (202) 551 -3703 or Jennifer
Thompson, Accounting Branch Chief, at (202) 551 -3737 if you have questions regarding
comments on the financial statements and related matters.  Please contact Lisa Kohl, Senior
Attorney, at (202) 551 -3252, Dietrich King, Legal Branch Chief, at (202) 551 -3338, or me at
(202) 551 -3720 with any other questions.

Sincerely,

/s/ Mara L. Ransom

Mara L. Ransom
Assistant Director

cc: Via E -mail
Leiming Chen, Esq.
Simpson Thacher & Bartlett LLP

July 11, 2014

Via E -mail
Mr. Jack Yun Ma
Executive Chairman
Alibaba Group Holding Limited
c/o Alibaba Group Services Limited
26/F Tower One, Times Square
1 Matheson Street, Causeway Bay
Hong Kong

Re: Alibaba Group Holding Limited
Amendment No. 1 to Registration Statement on Form F -1
Filed June 16, 2014
Amendment No. 2 to Registration Statement on Form F -1
Filed June 26, 2014
  File No. 333 -195736

Dear Mr. Ma :

We have the following additional comments  which supplement the comments sent to you
in our letter dated July 3, 2014 .  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendm ent to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. We note the disclosure on page 226 regarding the RMB6.5 billion loan arrangement with
Simon Xie .  We also note tha t 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.

Jack Yun Ma
Alibaba Group Holding Limited
July 11, 2014
Page 2

 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 potential material  conflicts of
interest resulting from the manner  in which you plan to invest in  Wasu Media Holdings
Co., Ltd.

Our Executive Officers, page 212

3. It appears that  the disclosure required by Item 6.A of Form 20 -F is applicable to Simon
Xie.  In this regard, we note your apparent dependence upon Mr. Xie based on  his role as
one of your founders and as a member of your management , as well  as his equity
interests in Alipay, your material VIEs , and the partnership through which you plan to
invest in Wasu Media Holdings Co.   Please provide the disclosure required by Item 6.A
of Form 20 -F and  in doing so disclose Mr. Xie’s roles and responsibilitie s in your
company  and where  Mr. Xie falls within your management structure .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act o f 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosure they have made.

Please contact Lisa Kohl, Senior Attorney, at (202) 551 -3252, Dietrich King, Legal
Branch Chief, at (202) 551 -3338, or me at (202) 551 -3720 with any questions.

Sincerely,

 /s/ Mara L. R ansom

Mara L. Ransom
Assistant Director

cc: Via E -mail
Leiming Chen, Esq.
Simpson T hacher & Bartlett LLP

CORRESP
1
filename1.htm

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

  –
 2
 –

 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.

*        *        *
 *        *

 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

  –
 3
 –

 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

  –
 4
 –

 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

  –
 5
 –

 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

  –
 6
 –

 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

  –
 7
 –

 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

July 3, 2014

Via E -mail
Mr. Jack Yun Ma
Executive Chairman
Alibaba Group Holding Limited
c/o Alibaba Group Services Limited
26/F Tower One, Times Square
1 Matheson Street, Causeway Bay
Hong Kong

Re: Alibaba Group Holding Limited
Amendment No. 1 to Registration Statement on Form F -1
Filed June 16, 2014
Amendment No. 2 to Registration Statement on Form F -1
Filed June 26, 2014
  File No. 333 -195736

Dear Mr. Ma :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

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 Euromo nitor 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.

Our Business, page 1

2. We note your revised disclosure in r esponse to comment 2 in our letter dated June 2,
2014.  Notwithstanding this disclosure, we remain concerned that the use of the

Jack Yun Ma
Alibaba Group Holding Limited
July 3, 2014
Page 2

 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
suggest s 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 .

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

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 f ollowing:

 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 appo int 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 partn ership
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.

Corporate History and Structure, page 10

5. We note your res ponse 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
representin g 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.

Jack Yun Ma
Alibaba Group Holding Limited
July 3, 2014
Page 3

 Risk Factors, page 22

We rely on Alipay to conduct substantially all of t he payment pro cessing  . . . , page 25

6. We note that you disclose your dependence upon Alipay and your indication that Alipay
provide s payment services on terms preferential to you.  Please revise your disclosure to
highlight the risk that there is no assur ance 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...”  Pl ease present this risk as a separate risk factor.

We and Alipay are subject to regulation . . . , page 34

7. To provide better context for these risks, pl ease 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 .

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 confli cts 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 the new conflicts risk factor, to illustr ate 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, Y ahoo and S oftbank.

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 c larity  for these uncertainti es so that the disclosure clearly conveys the risk
to investors.  For example, if feasible, it may be useful to describe various types or

Jack Yun Ma
Alibaba Group Holding Limited
July 3, 2014
Page 4

 categories of uncertainties, especially if they have different risks associated with them,
whether with respect to mag nitude 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 accorda nce with PRC legal
procedures.

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

10. As you note in t he 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).

Our History and Corporate Structure, page 73

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

Our History with SoftBank and Yahoo, page 75

12. Please provide additional disclosur e regarding the factors that le d 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.

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 these operating metrics for all periods presented in
your historical financial statements.  As previously requested, please disclose  these
metrics for the fiscal year ended March 31, 2012.

14. We note your respo nses to comments 27 and 29 in our letter dated June 2, 2014, and your
disclosure within footnote (1) to your GMV data presented on page 84 that you have
allocated GMV for Juhuasuan to either Taobao Marketplace GMV or Tmall GMV to
reflect the marketplace on  which the promoted storefront is located.  We assum e that you
separately track GMV for Juhuasuan, as implied by your use of the word “allocate.”  If
our assumption is correct, separately disclose the GMV attributable to Juhuasuan to
provide investors with  an understanding of the transaction volume on this marketplace
and the resulting revenue.  If you do not believe disclosure of GMV attributable to
Juhuasuan is material , tell us why it is meaningful to allocate this GMV to Taobao or

Jack Yun Ma
Alibaba Group Holding Limited
July 3, 2014
Page 5

 Tmall, and revise the disclosure throughout your filing to better explain why you
sometimes refer to your China retail marketplaces as consisting of three separate
marketplaces , but other times only refer to and analyze changes in your Taobao and
Tmall marketplaces.

15. Your  disclosure on page 63  and your response to certain  comments indicates that “active
sellers” is a n appropriate indicator of performance measured  that you use.  Please
quantify and disclose this metric.

Management’s Discussion and Analysis of Financial Conditi on and Results of Operations, page
86

China Commerce Wholesale, page 90

16. Please revise your disclosure to provide additional detail related to the transaction
platform you created on 1688.com, including the types of activities you will seek to
monetize an d your progress, if any, on your plans to achieve this monetization.   Also
disclose the way in which the new platform differs from the way in which sellers and
buyers historically conducted business on 1688.com .

Results of Operations, page 102

China Commerce, page 10 4

17. We note your response to comment 28 in our letter dated June 2, 2014.  As you have
disclosed material changes in your online marketing services and commission revenues
during the periods presented, please revise your discussion and anal ysis of revenues to
provide investors with management’s insight into the extent to which such changes in
each of these revenue streams are attributable to changes in prices, changes in the volume
or amount of services sold or to the introduction of new ser vices.  Further disaggregation
of your disclosed revenue groupings into additional revenue streams, as well as the
disclosure of additional operating data specific to certain revenue streams , may be
necessary to fully explain the material changes over the periods presented.  Additionally,
revise to explain in more detail the reasons for any trends in your revenue streams, such
as the trend  that the rate of growth of online marketing services revenue has slowed
significantly more than the rate of growth of c ommission revenue.  Refer to Item 5.A.1 of
Form 20 -F.

18. We note that your analysis of revenue for your China commerce retail business continues
to focus on changes in GMV from year to year.  It is unclear to us that changes in GMV
explain changes in these  revenues in light of the quarterly data presented at the bottom of
page 92.  In this regard, while on an annual basis the GMV for your China commerce
retail business increased 55.8% as compared to an increase in revenue of 58.8%, the re is
significantly gr eater disparity between quarterly fluctuations in GMV as compared to

Jack Yun Ma
Alibaba Group Holding Limited
July 3, 2014
Page 6

 quarterly fluctuations in revenue.  For each quarter in fiscal year 2014, GMV increased
17.3%, increased 8.3%, increased 41.5%, and decreased 18.7%, respectively, while
revenue increased 28.3%, decreased 0.3%, increased 86.8%, and decreased 42.0%,
respectively.  Additionally, the fact that changes in GMV resulted in larger impacts on
your revenue as the year progressed appears inconsistent with  your current disclosure that
the impact on yo ur revenue as a result of changes in GMV is becoming less pronounced
as mobile usage increases.  Please revise your analysis of revenue for your China
commerce retail business to better explain the underlying factors that are driving changes
in this revenu e.

Quarterly Results of Operations, page 113

19. We note your presentation of quarterly historical results and your narrative discussion of
quarterly trends and seasonality.  For comparability purposes , please disclose  quarterly
historical results for all three years presented in your historical financial statements.

Critical Accounting Policies and Estimates, page 122

Share -based Compensation Expense and Valuation of Our Ordinary Shares, page 123

20. Once your IPO price  is determined, p lease tell us the proposed price, when you first
initiated discussions with underwriters and when the underwriters first communicated
their estimated price range and amount for your stock.  If there is a significant difference
between your  proposed IPO price and the fair value of your ordinary shares as
determined in your last contemporaneous valuation report issued by an independent
appraisal firm, describe  each significant factor contributing to that difference, including
whether your und erwriters used different assumptions or different comparable
companies.

21. We note the tabular presentation of the fair value of your ordinary shares and the
narrative explanation of increases in that fair value as presented  on pages 127 and 128.
Tell us mo re about the changes in fair value that occurred during fiscal year 2014 and
subsequent periods.  Specifically:

 for your use of the guideline company method, tell us more about how you
determined which companies were comparable to your own, and tell us whether the
companies in this peer group changed over time.

 tell us why use of the option pricing model to allocate y our enterprise value continues
to be appropriate as the probability increases that this initial public offering will be
consummated.  Tell us how you considered use of the probability -weighted expected
return method.

Jack Yun Ma
Alibaba Group Holding Limited
July 3, 2014
Page 7

  we note that you began considering the  market transaction method (MTM) in the
contemporaneous valuation report as of April 16, 2014.  Tell us in more detail how
you determined that a 50% weighting of this method was appropriate as of this date
and how the change in methodology to give a 50% we ighting to the MTM impacted
your calculated fair value.  Also explain  why no weighting was assigned to secondary
sales of shares by your existing shareholders to third parties prior to that date.  As part
of your response,  tell us more about the volume of secondary sales of your stock to
third parties that occurred during fiscal year 2014 and the subsequent period and the
pr

CORRESP
1
filename1.htm

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 26, 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. 2 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 under the Securities Act of 1933, as amended, Amendment No. 2 (“Amendment No. 2”) to the Company’s Registration Statement on Form F-1 to reflect solely
the updates relating to the Company’s selection of the New York Stock Exchange as its listing venue.

*        *        *
 *        *

 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

 – 2 –

If you have any questions regarding this letter or Amendment No. 2, 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).

Very truly yours,

 /s/ 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

CORRESP
1
filename1.htm

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

  –
 2
 –

 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.

*        *        *
 *        *

 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

 SIMPSON THACHER & BARTLETT

  –
 3
 –

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

  –
 4
 –

 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.

 SIMPSON THACHER & BARTLETT

  –
 5
 –

 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

  –
 6
 –

 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

 SIMPSON THACHER & BARTLETT

  –
 7
 –

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.

June 2, 2014

Via E -mail
Mr. Jack Yun Ma
Executive Chairman
Alibaba Group Holding Limited
c/o Alibaba Group Services Limited
26/F Tower One, Times Square
1 Matheson Street, Causeway Bay
Hong Kong

Re: Alibaba Group Holding Limited
Registration Statement on Form F -1
Filed May 6, 2014
  File No. 333 -195736

Dear Mr. Ma :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumst ances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

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 stat ements 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 u s 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.

Jack Yun Ma
Alibaba Group Holding Limited
June 2, 2014
Page 2

 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 engagin g 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.”

Our Key Metrics, page 2

Our Scale and Size, page 3

3. Regarding the “coun tries 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.

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 ar e “natural” and
why “natural”  linkages are  advantageous.

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.”

6. Please disclose that you expect to enter into voting agr eements with SoftBank and Yahoo
in connection with this offering, in whic h 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.

Corporate History and Structure, page 8

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

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

Jack Yun Ma
Alibaba Group Holding Limited
June 2, 2014
Page 3

 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
explainin g the meaning of such terms .

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 w ill buy,
please consider disclos ing pro forma earnings per share wherever historical earnings per
share is presented, such as on pages 15, 77 and F -3.

Risk F actors , 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.

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.

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 .

Enforcement of Civil Liabilities, page 67

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

Jack Yun Ma
Alibaba Group Holding Limited
June 2, 2014
Page 4

 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 a ggregate
inconsequential and shell entities where appr opriate.  Please i dentify 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.

Our Corporate Structure, page 71

16. On page 72 and elsewhere in your prospectus, you indicate that your VIEs  are
“generally” majority -owned by Jack Ma.  If any VIEs  material to your business  are
majority -owned by someone other than Mr. Ma, please disclose this fact and the entity or
individual that controls such VIE.

Selected Consolidated Financial and Operating Data, page 76

17. Please disclose  capital stock and the number of your ordinary shares as required by Item
3.A.2 of Form 20 -F.

Selected Operating Data, page 81

18. Please quantify the metrics in Selected Operating Data for fiscal 2012 to allow for
comparability of all periods presented.  Additionally, as it appears  the number of paying
members could provide additional insight into the underlying drivers behind your results ,
please disclose this metric  or tell us why you believe disclosure is not necessary .  Finally,
please tell us why you have not disclose d key metrics for analyzing pay -for-performance
and display marketing services revenues , such as mobile MAUs,  average cos t-per-click
paid, and  number of impressions.

19. Please tell us the amount of revenue recognized for storefront fees for Wangpu for each
of the periods presented.  If storefront fees revenue is material to total revenue, please
disclose  the number of subscrib ers and/or the membership renewal rate for each period
presented to provide greater insight into the underlying drivers of this revenue .

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
82

China Commerce Retail,  page 84

20. For your Taobaoke Program, please disclose the commission percentage range of GMV
that is paid by sellers.

Jack Yun Ma
Alibaba Group Holding Limited
June 2, 2014
Page 5

 21. Please disclose  how you determine the percentage of GMV that sellers on Tmall and
Juhuasuan pay to you in a particular product category as commission , the average
percentage  commission that you receive from sellers on Tmall and Juhuasuan , and
quantify the percentage of sales on such websites that are settled through Alipay.

International Commerce Retail, page 85

22. Please quantify the percentage of sales from your international commerce retail
marketplaces that are settled through Alipay.  Please also disclose the instances in which
the commissions generated would be other than 5% of GMV.

Our Operating Philosophy, p age 86

23. Please confirm in the filing that the “operating metrics” for which you ask managers to be
accountable are the same metrics described elsewhere in this prospectus, or disclose the
operating metrics for which managers are accountable.

Our Ability to Achieve and Increase Monetization, page 86

24. Please disclose how the category mix of GMV transacted on your marketplaces impact s
monetization by giving examples of product mixes that are more or less likely to impact
GMV.

PRC Income Tax, page 90

25. With a  view to appreciating how your EIT Rates will increase, if material please provide
additional disclosure regarding the “major subsidiary” that will no longer be exempt from
paying EIT and how this will impact your effective tax rate in future reporting per iods.

Recent Investment, Acquisition and Strategic Alliance Activities, page 91

26. Please provide an overview regarding the way in which the acquisitions discussed in this
section fit into your overall business plan and interact with your current operatio ns, and
the way in which such acquisitions impact your liquidity.  Please refer to Item 5.D of
Form 20 -F.

Results of Operations, page 94

Comparison of Nine Months Ended December 31, 2012 and 2013, page 95

Revenue, page 95

27. We note you attribute the 65. 5% increase in your China commerce retail business to an
increase in GMV transacted on those marketplaces and the increased proportion of GMV

Jack Yun Ma
Alibaba Group Holding Limited
June 2, 2014
Page 6

 transacted on Tmall.  One of the principal objectives of MD&A is to give readers a view
of your company through th e eyes of management by providing both a short and long -
term analysis of the business.  To do this, you should identify and address those key
variables and other qualitative and quantitative factors that are necessary for an
understanding and evaluation of  your company.  Please revise your disclosure to provide
a more detailed analysis of the underlying reason(s) for the increase, including why you
believe the GMV transacted on your marketplaces increased and why you believe an
increased proportion was tran sacted on Tmall.

28. We note you r analysis of  revenue for your  China commerce retail business,  which
represents the significant majority of consolidated revenues.  Based on your disclosure on
page 100 concerning your increase in online marketing services revenue, you appear to
monitor changes in revenue streams , such as online marketing and commissions .  If so,
please disclose  management’s analyses of changes in each significant revenue stream .

29. We note your statement that there was a beneficial impact o n the revenue of  your China
commerce retail business in fiscal 2014 due to an increased proportion of GMV being
transacted on Tmall.  We also note your disclosure on page 86 that your revenues will be
positively affected as the GMV contribution of Tmall in creases as a portion of total GMV
because merchants on Tmall generally pay marketing service fees in addition to
commissions, resulting in higher average revenue for the same amount of GMV as
compared to Taobao Marketplace.  Given this difference between T mall and your other
China retail marketplaces, and to provide your investors with a view of your company
through the eyes of management , please disclose your analysis of  changes in  the revenues
earned from  each of your China retail marketplaces.  Additiona lly, as you appear to
consider the GMV transacted on each of your retail marketplaces in analyzing your
results of operations, please revise your disclosure to quantify  the GMV transacted on
each of your relevant retail marketplaces on a comparable basis  for the periods presented
or tell us why such disclosure is not appropriate .

30. We note your disclosure on page 81 and throughout your registration statement regarding
the trend of an  increasing percentage of GMV transacted  on mobile devices , culminating
with mobile transactions constituting 19.7% of total GMV for the three months ended
December 31, 2013 .  Please tell us whether you separately track revenue derived from
transactions executed on mobile platforms as opposed to non-mobile  platforms .  If so ,
please  disclose this information and quantify, if possible, differences in monetization
between mobile as compared to non-mobile  platforms.   Please also disclose the rates at
which mobile GMV generated from the mobile platforms relating to Taobao and the
mobile platforms relating to Tmall are increasing.

Product Development Expenses, page 97

31. We note your disclosure that product development expenses increased, largely due to an
increase in payroll and benefits expense, including share -based compensation expense.

Jack Yun Ma
Alibaba Group Holding Limited
June 2, 2014
Page 7

 This disclosure  appear s to state the types  of expenses  that increased as opposed t o the
underlying reason(s) for the increase.  P lease disclose management’s analysis of why
these types  of expenses increase d.  Here and throughout your analysis of results, when
you list multiple sources that contributed to a material change in your result s, please
quantify the amount attributable to each factor if practicable .  Refer to Item 5.A of Form
20-F, SEC Release 33 -8350, and Section III.D of SEC Release 33 -6835.

Liquidity and Capital Resources, page 106

32. We note that you have US$8.0 billion outstanding in bank borrowings.  We further note
on page 50 that foreign exchange transactions under the capital account, including loans,
remain subject to limitations and require approvals from, or registration with, SAFE and
other relevant PRC governmental  authorities.  Since there appear to be  restrictions on
your ability to use RMB -denominated balances to satisfy the U.S. -denominated bank
borrowings , please disclose your intent and any uncertainties around  your ability to  repay
these borrowings with  cash generated from your operations .

33. We note your statement on page 106 that you believe that your “current levels of cash
and cash flows from operations and from existing credit facilities will be sufficient to
meet [your] anticipated cash needs for at least the next twelve months.”  However, we
also note that it appears that you drew down the remaining capacity on your US$8.0
billion credit facility in April 2014.  As the credit facility has been fully drawn down,
please revise your disclosure according ly.

Contractual Obligations, page 108

34. You disclose in footnote (1) to your table of contractual obligations that you have not
included estimated interest payments as the borrowings are based on floating interest
rates.  To the extent estimated interest i s a material cash commitment, please revise to
disclose  it along with any assumptions you have made with respect to the interest rate in
developing the estimate.  Interest may be disclosed in a footnote to this table provided
that you use the same periods seen in the table.  Please r efer to footnote 46 to our Release
No. 33 -8350.

35. Please quantify the portion of the losses that you will be required to absorb in an event of
default related to the outstanding portion of loan receivables discussed on page 109 .

Holding Company Structure, page 110

36. Please describe the restrictions imp

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4546

       DIVISION OF
CORPORATION FINANCE
May 20, 2014

Via facsimile
Ms. Maggie Wei WU
Alibaba Group Holding Limited
26/F Tower One, Times Square
1 Matheson Street
Causeway Bay
Hong Kong, S.A.R

Re: Alibaba Group  Holding Limited (the “Company”)
   File No. 333 -195736

Dear Ms. WU ,
 In your letter dated May 6, 2014, you request on behalf of the Company that the staff
waive the requirement of Item 8.A.4 of Form 20- F to include audited financial statements
of the  Company as of a date not older than 12 months at the time the registration
statement is filed, with respect to the Company's registration statement on Form F -1 for
the registration of its ordinary shares to be represented by American depositary shares .
 Your letter acknowledge s that the Company must still comply with the requirement of
Item 8.A.4 of Form 20- F to include audited financial statements not older than 15 months
at the time the registration statement is declared effective.
 Based on the inform ation in your letter, the staff will  waive the requirement to include
audited financial statements of the Company as of a date not older than 12 months at the time the registration statement is filed .
 The staff ’s conclusion is based solely on the information included in your letter. Different
or additional material information could lead to a different conclusion. If you have any questions regarding this letter, please call me at (202) 551 -3747.

Sincerely,

Tricia Armelin
      Associate Chief Accountant

CORRESP
1
filename1.htm

SEC LETTER

 SIMPSON THACHER & BARTLETT

 AMERICAN LAWYERS

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

 May 6, 2014

VIA EDGAR

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Alibaba Group Holding Limited

 Registration Statement on Form F-1

CIK No.: 0001577552

 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 Company’s registration statement on Form F-1 (the
“Registration Statement”) relating to a proposed initial public offering and listing in the United States of the Company’s ordinary shares to be represented by American depositary shares.

In connection with the Registration Statement, the Company respectfully requests that the Commission waive the requirement of Item 8.A.4
of Form 20-F, which states that in the case of a company’s initial public offering, the registration statement on Form F-1 must contain audited financial statements of a date not older than 12 months from the date of the offering (the
“12-Month Requirement”). See also Division of Corporation Finance, Financial Reporting Manual, Section 6220.3.

The Company is submitting this waiver request pursuant to Instruction 2 to Item 8.A.4 of Form 20-F, which provides that the Commission
will waive the 12-Month Requirement “in cases where the company is able to represent adequately to us that it is not required to comply with this requirement in any other jurisdiction outside the United States and that complying with this

Leiming  Chen Philip  M.J. Culhane  Daniel Fertig  Celia Lam Chris  Lin Sinead
O’Shea  Jin Hyuk Park  Kathryn King  Sudol Christopher 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

requirement is impracticable or involves undue hardship.” See also the 2004 release entitled International Reporting and Disclosure Issues in the Division of Corporation Finance
(available on the Commission’s website at http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm) by the staff of the Division of Corporation Finance of the Commission (the “Staff”) at Section III.B.c, in which
the Staff notes that:

 “the instruction indicates that the staff will waive the 12-month requirement where it is not applicable in the
registrant’s other filing jurisdictions and is impracticable or involves undue hardship. As a result, we expect that the vast majority of IPOs will be subject only to the 15-month rule. The only times that we anticipate audited financial
statements will be filed under the 12-month rule are when the registrant must comply with the rule in another jurisdiction, or when those audited financial statements are otherwise readily available.”

In connection with this request, the Company has made representations to the Commission in a letter submitted concurrently with the
Registration Statement and filed as Exhibit 99.3 to the Registration Statement pursuant to Instruction 2 to Item 8.A.4 of Form 20-F.

In addition to the foregoing, we note that the Registration Statement at the time of initial filing contains selected consolidated financial
information, prepared in accordance with U.S. GAAP, as of and for the fiscal years ended March 31, 2010, 2011, 2012, and 2013, as well as for the nine months ended December 31, 2012 and 2013. Item 3.A of Form 20-F, which is applicable
to the Registration Statement pursuant to Item 4(a) of Form F-1, requires that selected financial information be presented for the registrant’s most recent five fiscal years; however, registrants are permitted to omit up to two of the
earliest years in such five year period in certain circumstances. See Instructions to Item 3 of Form 20-F, which provides in part:

“If you are unable to provide selected financial data for the earliest two years of the five-year period, submit the required
representation to us before or at the time you file the document. Disclose in the document that data for the earliest two years have been omitted and explain the reasons for the omission.”

See also Division of Corporation Finance, Financial Reporting Manual, Section 6420.4:

“… selected data for the earliest two years of the five-year period may be omitted if the registrant represents that the information
cannot be provided without unreasonable effort or expense, and states the reasons for the omission in the filing. [Item 3.A of Form 20-F and Instruction 2 to Item 3.A]”

The Company respectfully requests that the Staff waive the requirement of Item 3.A. of Form 20-F. In connection with this request, we
represent to the Commission, on behalf of the Company, that compliance with Item 3.A with respect to the presentation of selected financial information as of and for the Company’s fiscal year ended March 31, 2009 would require
unreasonable effort and expense. Moreover, at the time the Company seeks effectiveness of the Registration Statement, the Registration Statement will include selected financial data for each of its then most recent five fiscal year periods.

 -2-

 SIMPSON THACHER & BARTLETT

 Please note that wire transfers totaling US$128,800 in payment of the applicable filing fee
relating to the Registration Statement for the indicative proposed maximum aggregate offering price of US$1 billion have been made to the Commission.

*    *    *

If you have any question regarding this letter or the Registration Statement, 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).

Very truly yours,

 /s/ Leiming Chen

Leiming Chen

 Enclosure

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-

CORRESP
1
filename1.htm

SEC LETTER

 Alibaba Group Holding Limited

c/o Alibaba Group Services Limited

26/F Tower One, Times Square

 1
Matheson Street

 Causeway Bay

Hong Kong, S.A.R.

May 6, 2014

 VIA
EDGAR

 Division of Corporation Finance

 U.S.
Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Alibaba Group Holding Limited

Registration Statement on Form F-1

Request for Waiver and Representation under Item 8.A.4 of Form 20-F

 Ladies and Gentlemen:

The undersigned, Alibaba Group Holding Limited, a foreign private issuer organized under the laws of the Cayman Islands (the
“Company”), is submitting this letter via EDGAR to the Securities and Exchange Commission (the “Commission”) in connection with the Company’s filing on the date hereof of its registration statement on Form F-1 (the
“Registration Statement”) relating to a proposed initial public offering and listing in the United States of the Company’s ordinary shares to be represented by American depositary shares.

The Company has included in the Registration Statement its audited consolidated financial statements, prepared in accordance with accounting
principles generally accepted in the United States of America, as of March 31, 2012 and 2013 and for each of the two fiscal years ended March 31, 2012 and 2013, and unaudited interim consolidated financial statements as of
December 31, 2013 and for each of the nine-month periods ended December 31, 2012 and 2013.

 The Company respectfully requests
that the Commission waive the requirement of Item 8.A.4 of Form 20-F, which states that in the case of a company’s initial public offering, the registration statement on Form F-1 must contain audited financial statements of a date not
older than 12 months from the date of the offering (the “12-Month Requirement”). See also Division of Corporation Finance, Financial Reporting Manual, Section 6220.3.

 The Company is submitting this waiver request pursuant to Instruction 2 to Item 8.A.4 of
Form 20-F, which provides that the Commission will waive the 12-Month Requirement “in cases where the company is able to represent adequately to us that it is not required to comply with this requirement in any other jurisdiction outside the
United States and that complying with this requirement is impracticable or involves undue hardship.” See also the 2004 release entitled International Reporting and Disclosure Issues in the Division of Corporation Finance
(available on the Commission’s website at http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm) by the staff of the Division of Corporation Finance of the Commission (the “Staff”) at Section III.B.c, in which the Staff
notes that:

 “the instruction indicates that the staff will waive the 12-month requirement where it is not applicable in the
registrant’s other filing jurisdictions and is impracticable or involves undue hardship. As a result, we expect that the vast majority of IPOs will be subject only to the 15-month rule. The only times that we anticipate audited financial
statements will be filed under the 12-month rule are when the registrant must comply with the rule in another jurisdiction, or when those audited financial statements are otherwise readily available.”

In connection with this waiver request, the Company represents to the Commission that:

1.
The Company is not currently a public reporting company in any jurisdiction.

2.
The Company is not required by any jurisdiction outside the United States to prepare consolidated financial statements audited under any generally accepted auditing standards for any interim period.

3.
Full compliance with Item 8.A.4 of Form 20-F at present is impracticable and involves undue hardship for the Company.

4.
The Company does not anticipate that its audited financial statements for the fiscal year ended March 31, 2014 will be available until early June 2014.

5.
In no event will the Company seek effectiveness of the Registration Statement if its audited financial statements are older than 15 months at the time of the Company’s initial public offering.

The Company is filing this letter as an exhibit to the Registration Statement pursuant to Instruction 2 to Item 8.A.4 of
Form 20-F.

Very truly yours,

Alibaba Group Holding Limited

 /s/ Maggie Wei WU

By:

Maggie Wei WU

Title:

Chief Financial Officer