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 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 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. 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 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.” 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. 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. 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 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. Corporate History and Structure, page 8 7. Please include in the timeline 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 revenue 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 explaining 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 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. 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. 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 aggregate inconsequential and shell entities where appropriate. Please 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. 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 disclosed key metrics for analyzing pay-for-performance and display marketing services revenues, such as mobile MAUs, average cost-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 subscribers 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, page 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 impacts 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 periods. 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 operations, 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 the 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 transacted on Tmall. 28. We note your 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 on 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 increases 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 Tmall 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. Additionally, 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 appears to state the types of expenses that increased as opposed to the underlying reason(s) for the increase. Please disclose management’s analysis of why these types of expenses increased. Here and throughout your analysis of results, when you list multiple sources that contributed to a material change in your results, 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 accordingly. 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 is 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 refer 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 imposed by the US$8.0 billion credit facility on your and certain of your subsidiaries’ ability to pay dividends. Jack Yun Ma Alibaba Group Holding Limited June 2, 2014 Page 8 Critical Accounting Policies and Estimates, page 112 Recognition of Revenue, page 112 37. To provide your investors with additional disclosure regarding the impact that your identified critical judgments and estimates may have on your results, please more clearly disclose the revenue streams to which your current disclosures apply. Business, page 122 General 38. We note that Alibaba.com lists products from, and suppliers in, Iran, Syria, Sudan and Cuba, and includes information on buying and importing products in those countries. Please tell us about any contacts with Iran, Syria, Sudan and Cuba, and their governments, whether through subsidiaries or affiliates, including Alipay and China Smart Logistics. For instance, you disclose that Alipay processes substantially all of the payments on your marketplaces, and a 2012 news article reports postings on your website by Iranian traders offering to conduct transactions through Mir Business Bank, a subsidiary of U.S.-sanctioned state-owned Bank Melli Iran. 39. We note postings on your website offering crude oil originating in Iran. We also note postings for products that may have weapons or military applications, including a product listed as having “use for uranium centrifuge, nuclear weapons.” Please tell us whether you have procedures or practices relating to the sale and purchase of Iranian petroleum and petrochemical products, or the sale of dual use products into Iran, Syria, Sudan or Cuba, and tell us whether China Smart Logistics facilitates delivery of or ships such products. Company Overview, page 122 40. Please disclose the extent to which the general mobile search offerings that you describe on page 123 impact your business. Thriving Ecosystem with Powerful Network Effects, page 132 41. Please disclose the way(s) in which Tmall and Juhuasuan source a significant amount of buyer traffic from Taobao Marketplace. Jack Yun Ma Alibaba Group Holding Limited June 2, 2014 Page 9 Our Ecosystem and Its Participants, page 136 Value Proposition to Sellers, page 137 42. Please disclose the manner in which you are calculating the “100 million unique visitors per day” metric and disclose the reason you believe that this statistic is material to investors. In this regard, please disclose how your sellers “reach” buyers and why the number of unique visitors per day that sellers actually reached in December 2013 cannot be disclosed with more precision. Taobao Marketplace Case Studies, page 143 43. Please tell us whether the customers highlighted in your case studies are aware of the inclusion of such case studies in the prospectus. Tmall Case Studies, page 148 Gap – Extending its online reach, page 148 44. Please disclose in more detail the way that Gap “enhances its efficient operations through strategic marketing, utilizing data generated from Tmall and capitalizing on Tmall’s capability to display the right product at the right time,” and quantify the impact that the increase in the number of cities in which Gap’s products were sold had on Gap’s results of operations or revenues. Customer Service, page 166 Return and exchange policy, page 166 45. Please disclose whether you seek reimbursement from sellers for the funds transferred from the escrow account to buyers. Regulation, page 174 46. Please revise your disclosure under this heading as follows:  Include a discussion of the Catalogue for the Guidance of Foreign Investment Industries and ensure that you make clear the level of foreign investment allowed for each of your significant subsidiaries discussed on page 71. If any investments require PRC government approval, disclose whether such approval has been obtained; and  Discuss how the regulations described in “PRC Business Tax” and “Foreign Exchange Regulation” impact your business. Jack Yun Ma Alibaba Group Holding Limited June 2, 2014 Page 10 Regulation Relating to our SME Loan Business, page 177 47. Please describe in greater detail the types of guarantees provided by your SME loan business and the way in which the regulations described in this section impact such business. Please refer to Item 4.B.8 of Form 20-F. Alibaba Partnership, page 186 48. We note that you expect your amended articles of association to provide that the Alibaba Partnership will have the exclusive right to nominate a majority of the board. In light of the significance of this provision and in order for us to understand the relationship between you and the Alibaba Partnership, please provide us with a copy of the Alibaba Partnership Agreement, translated to English as necessary. 49. We also note that you have not disclosed the identities of the members of the Alibaba Partnership. If you do not intend to disclose the identities of such persons, please provide us with your analysis as to why the identities of the individual partners who collectively have the right to nominate a majority of your board of directors is not material to investors. 50. Please disclose in more detail the legal relationship of the Alibaba Partnership to the board of directors and your company. In addition, please disclose whether you believe there is potential for conflicts of interest between the Alibaba Partnership and the board. 51. Please disclose whether you expect that the Alibaba Partnership nominees for director will be comprised of members of the Alibaba Partnership. 52. Please provide additional disclosure regarding the way in which the Alibaba Partnership structure ensures “excellence, innovation, and sustainability,” and the basis for your belief in this regard. 53. Please disclose how “[t]he criteria and process the partnership applies to the election of new partners underscores accountability . . . to our customers, employees and shareholders.” Our Directors, page 189 54. Please provide the service contract disclosure or appropriate negative statement required by Item 6.C.2 of Form 20-F. Taxation, page 233 55. Please discuss in this section whether you believe that the Alibaba Partnership may be considered a PRC enterprise or enterprise group for purposes of Circular 82. We also