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.

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On behalf of the Company, we wish to thank you and the other members of the staff of the Commission (the “Staff”) for your prompt 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.

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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

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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.

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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.

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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.

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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

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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. In addition, the Company filed as Exhibit 21.1 to the May 6 Filing a list of its significant subsidiaries and consolidated entities. Accordingly, the Company believes that with the additional disclosure concerning the variable interest entities, it has complied with applicable disclosure rules and provided sufficient information for investors to understand the primary corporate entities through which it operates its business.

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.

The Company advises the Staff that all of its material variable interest entities are either 80%- or 90%- owned by Jack Ma, and accordingly it has clarified the disclosure on pages 10 and 76 and specified his as well as Simon Xie’s ownership percentages on page 76.

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.

In response to the Staff’s comment, the Company has added the requested disclosure to pages 20 and 84.

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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.

The Company has added metrics for the three month period ended March 31, 2014 and accordingly, it believes that comparable metrics across each period have now been presented.

Furthermore, as described in the Company’s responses to a number of the Staff’s other comments, the Company has included in Amendment No. 1 a number of new operating metrics and expanded its operational and performance disclosures, including (i) GMV generated on each of Taobao Marketplace and Tmall, (ii) the key revenue streams of the Company’s China commerce retail revenue, namely online marketing services, commissions and others, and (iii) the Company’s mobile revenues and mobile monetization metrics. The Company respectfully advises the Staff that mobile MAUs are disclosed on pages 4, 7, 135 and 143. The Company respectfully advises the Staff that it believes it has provided investors with the key metrics management views as material to understanding the Company’s business, financial condition and results of operation.

With respect to the Staff’s comment regarding the number of paying members, the Company respectfully advises the Staff that the number of paying members is a metric applicable only to its wholesale marketplaces, which accounted for only 11.8% of the Company’s total revenue and accounted for approximately 1% of the Company’s revenue growth in the fiscal year ended March 31, 2014. Furthermore, as disclosed on page 90, going forward the Company may also generate revenue on its China wholesale marketplaces through other forms of monetization, thereby further reducing the significance of the number of paying members. As such, the Company respectfully submits that management does not consider the number of paying members to be a key metric or material information to investors’ understanding of the Company’s overall business, and accordingly does not propose to disclose it.

With respect to the Staff’s comment regarding key metrics for analyzing pay-for-performance and display marketing services revenue, the Company respectfully advises the Staff that it does not view average cost per click paid or number of impressions as key metrics, but rather focuses on the total amount of products and services transacted on its marketplaces (i.e. GMV) as a driver of its revenue. The Company’s revenue is essentially the fees sellers are willing to pay to distribute and promote their products and services, build their brands and acquire more customers through the Company’s marketplaces. The willingness of a seller to pay such fees is a function of the GMV the seller expects to generate on the Company’s marketplaces. These fees could be derived from online marketing services, commissions, or from various other fee-based services that the Company may provide to sellers. Although the mix of services chosen by a seller to achieve its business goals and promote its products and storefronts can shift over time, any shift in the methods by which the Company achieves monetization is not necessarily indicative of a meaningful trend in the Company’s business. Rather, it is GMV that drives the Company’s revenue generating activities.

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In short, the Company does not disclose the other metrics mentioned by the Staff as the Company does not itself manage its business through such metrics. The Company has considered the guidance of SEC Release 33-8350, including in particular Sections III B.1 through B.3, in determining which metrics to disclose as material to investors in understanding its business. If a particular trend or uncertainty regarding the Company’s business emerges where disclosure of additional metrics would be useful to understand the impact on the Company’s business, the Company would be mindful of its obligation to provide appropriate disclosure regarding such trend or uncertainty and the related metrics, if material.

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.

The Company advises the Staff that for the fiscal years ended March 31, 2012, 2013 and 2014, storefront fees for Wangpu were RMB631 million, RMB862 million and RMB867 million, respectively, or 3.2%, 2.5% and 1.7% of total revenue in the same periods, respectively. The Company further advises the Staff that storefront fees for Wangpu have been included in “Others” under the Company’s China commerce retail business revenues, as disclosed on pages 104 and 108. The Company respectfully submits that, given that revenue from storefront fees represents a relatively small amount of the Company’s total revenue, it would propose not to disclose the other metrics referred to in the Staff’s comment. Furthermore, the Company does not expect Wangpu to become a material source of revenue in the future.

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.

In response to the Staff’s comment, the Company has added disclosure to page 89 to explain that commissions on the Taobaoke program are set by the sellers and depend on the amount they are willing to pay to generate incremental sales through this channel and that the Company shares a significant portion of such commissions with third-party marketing affiliates. Supplementally, the Company respectfully advises the Staff that such commissions accounted for an immaterial portion of the Company’s total revenue in fiscal year 2014. Accordingly, the Company believes that disclosures of the specific commission range would not be meaningful to investors.

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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.

In response to the Staff’s comment, the Company has disclosed the manner in which commission rates are determined for Tmall and Juhuasuan on page 89. This determination is influenced by the Company’s estimate of the industry profit margins in specific product categories as well as its strategic considerations. For example, for categories that typically have lower gross margins for the merchants, such as consumer electronics, the Company charges lower commission rates; whereas for categories, such as apparel, where gross margins are generally higher for the merchants, the Company charges higher commission rates.

Regarding the Staff’s comment concerning average commission rates, the Company respectfully advises the Staff that, as described in the Company’s response to comment 18 above, the Company derives revenue from a range of services and generally views revenue in terms of the aggregate amount of fees sellers are willing to pay for a variety of the Company’s services. Commissions are just one part of that overall amount, and accordingly the Company does not believe that providing the overall average commission rate for each marketplace would provide investors with an accurate picture of its business and operations. In addition, as noted in the Company’s response to comment 18 above, this is consistent with the way management views, manages and analyzes the Company’s business.

The Company respectfully notes that it has disclosed in Amendment No. 1 Tmall’s GMV as well as the amount of commission revenue generated from its China retail marketplaces, substantially all of which is related to Tmall. The Company also has disclosed the overall percentage of transactions on its China retail marketplaces that settle through Alipay on pages 25, 89 and 78, and that the settlement rates do not vary significantly across the different marketplaces.

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.

In response to the Staff’s comment, the Company has revised page 90 to disclose the percentage of GMV generated on AliExpress that was settled through Alipay and to clarify that the commission rate is 5%. In addition to paying the 5% commission, sellers on AliExpress have the option to market their products through a third-party marketing affiliate program similar to that offered on the Company’s China retail marketplaces, and the Company has clarified the disclosure on page 90 to address this point.

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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.

The Company respectfully advises the Staff that the primary metrics for which the Company’s managers are generally held accountable are the metrics disclosed in the prospectus or sub-components of such metrics. The Company does not believe that any more granular information would provide meaningful disclosure and it believes that, with the additional GMV, revenue stream and mobile metrics disclosed in Amendment No. 1, it has disclosed the key metrics that are material to understanding the Company’s business from management’s perspective.

Importantly, the Company respectfully advises the Staff that the purpose of the disclosure under the caption “Our Operating Philosophy” on page 91 is to emphasize that the Company’s managers are not held to a “profit-and-loss” standard in running any given business unit because the Company does not manage its business in that manner, as discussed in further detail in the Company’s response to comment 64 below. The Company has added disclosure on page 91 to further clarify its operating philosophy.

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.

In response to the Staff’s comment, the Company has revised the disclosure on page 89. The Company also refers the Staff to the Company’s response to comment 21 above, where the Company discusses the impact of product mix on its ability to generate commission-based revenue.

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.

In response to the Staff’s comment, the Company has amended the disclosure on page 96.

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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.

In response to the Staff’s comment, the Company has amended the disclosure on pages 97 and 98 to provide the requested overview and discussion of the impact of these acquisitions and investments on the Company’s liquidity.

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 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.

In response to the Staff’s comment, the Company has added more detail throughout the MD&A section regarding the qualitative and quantitative factors affecting its results of operations, including additional analysis of the increase in GMV and the increase in GMV transacted on Tmall in particular. Please refer to the revised disclosure on pages 104, 108 and 109 as well as the tables on pages 21, 84 and 114. The Company also advises the Staff that it has added a number of key metrics and variables, including the GMV of each of Taobao Marketplace and Tmall as well as information about mobile GMV and mobile revenue to aid in the discussion of the MD&A.

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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.

In response to the Staff’s comment and to comment 70 below, the Company has included additional discussions in the MD&A section regarding management’s analysis of changes in significant revenue streams, including online marketing and commissions. The Company refers the Staff to the revised disclosure on pages 104, 108 and 109. The Company has also added discussions of mobile revenue as noted in the response to comment 30 below.

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.

The Company advises the Staff that it has clarified the sentence on page 86 of the May 6 Filing noted in the Staff’s comment to indicate that the average amount of revenue it generates from Tmall merchants is higher than from Taobao Marketplace merchants for the same amount of GMV. In addition, the Company notes that while increased GMV transacted on Tmall has a beneficial impact on, or corresponds positively to, revenues, that revenue is not necessarily best viewed as “Tmall’s revenue” because the increased GMV transacted on Tmall could have resulted partially from listings displayed on Taobao Marketplace. From an economic point of view, P4P revenue entails a traffic acquisition cost that Tmall would have had to pay to Taobao Marketplace if Tmall and Taobao Marketplace had been independent third parties. Moreover, because the revenue generated from a certain merchant cannot be meaningfully allocated to a particular marketplace, the Company does not view its revenue streams in terms of revenue from Taobao Marketplace and revenue from Tmall. The Company refers the Staff to the added disclosure on page 91 that describes cross-promotions and the provision of services across these marketplaces. This interconnectedness of the Company’s marketplaces make it difficult to ascribe revenue to a certain marketplace in a way that is meaningful. Thus, the Company has not allocated its China retail revenue by specific marketplace.

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In response to the Staff’s comment, the Company has separately disclosed GMV generated on Taobao Marketplace and Tmall to give investors additional disclosure and trend information regarding its two major marketplaces. The Company refers the Staff to pages 21, 84, 104, 108 and 109 where the Company has disclosed GMV from each of Taobao Marketplace and Tmall and included analysis of the trends and changes relating thereto. The Company has also noted on pages 21, 84 and 151 that GMV for Juhuasuan is allocated to either Taobao Marketplace GMV or Tmall GMV depending on which of these two marketplaces the promoted storefront is located.

Furthermore, as noted in the responses to comment 28 above and comment 30 below, the Company has added disclosure on pages 92, 104 and 108 concerning the key revenue streams of its China commerce retail revenue – online marketing services, commissions and others – as well as metrics concerning mobile revenue to provide further information about the Company’s business and financial results that it believes may provide meaningful and significant further insights to investors.

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.

In response to the Staff’s comment, the Company has disclosed mobile revenue as well as other related data concerning mobile monetization in Amendment No. 1. The Company refers the Staff to the table that has been added to page 92 in the discussion of mobile monetization. The Company has also added a discussion and analysis of mobile monetization trends on pages 104 and 109. As noted in the Company’s response to comments 27 and 29 above, the Company has disclosed the GMV transacted on each of Taobao Marketplace and Tmall. However, as detailed in the Company’s response to comments 18 and 29 above, the Company does not believe that disclosure of revenues attributable to each of those marketplaces provides useful guidance to investors because the Company cannot meaningfully attribute revenue to a particular marketplace.

The Company believes that its proposed disclosure on mobile metrics, including mobile revenue, mobile GMV and mobile monetization rates, provides investors with meaningful insights into the Company’s mobile business, including the primary metrics used by management to evaluate its mobile business.

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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. 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.

In response to the Staff’s comment, the Company has revised the MD&A section to provide additional detail regarding the reasons for the changes and also to quantify the amounts attributable to each factor where practicable. The Company refers the Staff to the revised disclosure on pages 105, 106, 110 and 111.

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.

In response to the Staff’s comment, the Company has revised the disclosure on page 118 to discuss its intent regarding the repayment of its U.S. dollar-denominated borrowings with reference to the relevant restrictions that could apply.

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.

In response to the Staff’s comment, the Company has revised the relevant disclosure on page 116.

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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.

In response to the Staff’s comment, the Company has revised the relevant disclosure on page 118.

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.

In response to the Staff’s comment, the Company has revised the relevant disclosure on page 119.

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.

The Company advises the Staff that there is no direct restriction concerning the payment of dividends under its credit facility. The Company has revised the relevant disclosure on page 120 to add a discussion of the restricted cash account requirements under the agreement.

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.

In response to the Staff’s comment, the Company has provided additional disclosure on page 123 to clarify the application of recognition of revenue policies to different revenue streams.

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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.

The Company advises the Staff that neither the Company nor its subsidiaries, nor any other legal entity majority owned by the Company has any assets, operations, employees, or agents in Cuba, Iran, Syria, or Sudan (the “Countries of Interest”). The Company further advises the Staff that none of the Company’s U.S. subsidiaries, and, to the best of the Company’s knowledge, none of its employees who are U.S. persons, are involved in prohibited dealings with the Countries of Interest. The Company advises the Staff that, to its best knowledge, neither the Company nor any of its subsidiaries has any contacts with the government of any Country of Interest except for in connection with protecting the Company’s intellectual property.

The Company notes that its China retail marketplaces accounted for 81.6% of the Company’s revenues in the fiscal year ended March 31, 2014. The Company also operates 1688.com, its China wholesale marketplace. In addition to its China marketplaces, the Company operates two global marketplaces – Alibaba.com and AliExpress.com – and Tmall Global, a platform for international brands to offer products to consumers in China, as more fully described below. The Company advises the Staff that the Company does not sell or attempt to sell any goods to any national, company or government from or representing the Countries of Interest.

Through Alibaba.com, small businesses can list their products for sale to companies in other countries. Sellers on Alibaba.com are typically based in China and other manufacturing countries. The Company advises the Staff that, as of June 3, 2014, Alibaba.com had over 65.7 million total members. Of these members, approximately 400,000 were from Countries of Interest, based on Internet protocol or physical address (3,911 from Cuba; 312,667 from Iran; 35,556 from Sudan; and 47,103 from Syria). This total constituted less than 0.7% of Alibaba.com’s total worldwide members. In addition, as of June 3, 2014, fewer than 400 of the Alibaba.com members in Countries of Interest were paying members (approximately 348 from Iran; nil from Cuba; 20 from Sudan; and 6 from Syria). Paying members pay for enhanced listings and other similar services on Alibaba.com. The Company advises the Staff that the Company’s aggregate revenue from members in Countries of Interest from 1999, when Alibaba.com was founded, through June 1, 2014 is less than US$1.2 million. The Company advises the Staff that the referenced news article regarding Iranian traders offering to conduct transactions through Mir Business Bank appears to refer to information shared on the Company’s Alibaba.com platform. The Company records do not indicate that there was any transaction through its platform relating to these offerings.

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The Company notes that AliExpress.com is a global retail marketplace targeted at consumers worldwide. The platform enables consumers from around the world to buy directly from wholesalers and manufacturers, primarily based in China. The Company earns a fee, generally a percentage of the transaction amount, on transactions made on AliExpress.com. All AliExpress.com transaction fees are paid by the seller, and the Company does not earn any fees or commissions from purchasers on AliExpress.com. The Company advises the Staff that from the inception of AliExpress.com in 2010 through April 15, 2014, there were approximately 11,000 orders placed by purchasers from Countries of Interest, with an aggregate transaction value of approximately US$1,000,000.

The Company notes that Tmall Global was launched in early 2014 and is intended as a platform for global brands to sell to Chinese consumers. Sellers can pay to establish a storefront on Tmall Global. The Company advises the Staff that, from its inception through June 1, 2014, Tmall Global has had no transactions with individuals or entities in Countries of Interest.

The Company notes that in addition to the three international marketplaces, users outside of China who read the Chinese language and who have the means of payment to settle onshore transactions in China in Renminbi may conduct international transactions on Taobao Marketplace. The Company advises the Staff that, from January 1, 2011 through June 3, 2014, there were approximately 68,000 orders with an aggregate transaction value of approximately US$3.03 million from buyers in Countries of Interest. The Company does not earn commissions from transactions on Taobao Marketplaces but rather from online marketing services, fees of which are paid for by sellers located in China.

The Company has been advised by Alipay that, although Alipay processes payments for several of the online marketplaces operated by the Company, it strictly bans and screens for businesses with individuals and entities in Countries of Interest. The Company has also been advised by China Smart Logistics that China Smart Logistics does not conduct business with individuals or entities in Countries of Interest.

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.

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Dual Use Products

The Company advises the Staff that the People’s Republic of China (“China”) has reported to the U.N. Security Council Committee established pursuant to U.N. Resolution 1737 that:

China has established a comprehensive system of laws and regulations governing the export of nuclear material, missiles and related sensitive material. The regulatory scope of current Chinese export-control legislation is substantially the same as that of established international practice. On this basis China will continue to implement the resolution and the list of items embargoed for export to the Islamic Republic of Iran as determined by the committee.

The Company advises the Staff that it is committed to complying with all applicable laws implementing applicable U.N. Security Council Resolutions and applicable U.S. law as they relate to Iran as well as to the other Countries of Interest.

The Company further advises the Staff that the Company has banned or restricted the listing of dangerous and/or illegal products. The Company’s Product Listing Policy provides an overview of these prohibitions and restrictions (See: http://www.alibaba.com/help/safety_security/policies_rules/product_listing/003.html). In particular, uranium and uranium-related materials are banned as “Hazardous and Dangerous Materials” under clause 17 of the Product Listing Policy, and “firearms, ammunition, and weapons” are banned under clause 12 of the Product Listing Policy. The Company has also developed guidelines for other specific types of products (e.g., medical equipment, prescription medicine, etc.) (See: http://www.alibaba.com/help/safety_security/policies_rules/product_listing.html).

The actions taken by the Company’s Trust & Safety staff to implement the Product Listing Policy include:

• Compiling a list of related keywords for the Company’s pre-posting filters;

• Conducting regular online searches for listings made by members that have evaded filters; and

• Regularly updating the filters with new keywords.

Any member found to be posting prohibited products will be subject to a progressive disciplinary system. Under this system, members are issued demerit points for each prohibited listing and subject to penalties ranging from a severe warning, to restricted account access and eventually account termination. Members whose accounts have been terminated are not permitted to re-register under a new account (See: http://www.alibaba.com/help/safety_security/policies_rules/product_listing/001.html).

The Company advises the Staff that, as noted above, none of the Company’s U.S. subsidiaries, and, to the best of the Company’s knowledge, none of its employees who are U.S. persons, are involved in prohibited dealings with Countries of Interest.

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Iranian Petroleum and Petrochemical Products

The Company advises the Staff that it and its subsidiaries will take steps to ensure compliance with all applicable laws, rules and regulations concerning the sale of Iranian crude oil. To date, the Company has terminated from Alibaba.com’s membership three Iranian paying members (Global Gold Supplier) selling crude oil and one Mauritius paying member (Global Gold Supplier) who sold crude oil that originated from Iran. The Company has instituted a practice of terminating membership of any paying member known to engage in the trade of Iranian crude oil, petroleum products or petrochemical products, and intends to restrict paid membership to those members that do not engage in trade of Iranian crude oil, petroleum products or petrochemical products.

With respect to non-paying members, who can register on the Company’s website relatively easily, the Company advises the Staff that it will take the following steps:

• Updating the Company’s product listing policy to prohibit listing of crude oil, petroleum products and petrochemical products that originate from Iran; and

• Purchasing software to filter and prevent membership registration by individuals and entities on the Specially Designated Nationals List (which is similar to the procedure currently followed by Alipay).

China Smart Logistics

The Company has been advised by China Smart Logistics that China Smart Logistics does not facilitate delivery of or ship any products to or from Countries of Interest.

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.

In response to the Staff’s comment, the Company has revised the relevant disclosure on page 133 and made a conforming change on page 2.

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.

In response to the Staff’s comment, the Company has revised the relevant disclosure on page 142.

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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.

The Company respectfully advises the Staff that the unique visitor metric, or similar metrics with different names such as “daily active users”, is a commonly used metric in the Internet and e-commerce industries and such metrics are reported widely by Internet companies such as Facebook, Twitter and Weibo. The Company believes that unique visitors is similar to foot-traffic of a physical retail store, in that visitors come to the Company’s marketplaces to either browse or shop for products.

The Company measures unique visitors by (i) in the case of personal computers, by the number of users that logged in or, in the case of those who did not log in, by the “cookie” tracked on their personal computer device or (ii) in the case of mobile phone devices, the device’s unique identifier. The Company has added the definition of unique daily visitors to the conventions section on page 12. With regard to the number of unique visitors disclosed in the May 6 Filing, the Company advises the Staff that the Company calculated that, on average, approximately 106 million personal computer users visited the Company’s China retail marketplaces and an additional approximately 40 million mobile users visited Taobao Marketplace per day in December 2013. Because it is not possible for the Company to adjust for overcounting, such as when one individual visits its marketplaces using two different devices, or undercounting, such as when family members share a single log-in account, the Company conservatively estimated that there were over 100 million daily average unique visitors during that period.

The Company is disclosing this figure on a one-time basis as an additional data point demonstrating the scale and scope of its business. Accordingly, the Company respectfully requests that the Staff review the foregoing explanation on a supplemental basis.

Furthermore, the Company has revised the relevant statement on page 148 to avoid any confusion regarding the implication of the term “reach” with regard to the unique visitors.

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.

The Company respectfully advises the Staff that in each case where an individual was named in a case study, the Company notified such individual of the inclusion of the case study in the prospectus and received his or her consent. In cases where an individual was not named, the Company has the rights to use the information that has been disclosed in the Registration Statement.

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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.

In response to the Staff’s comment, the Company has revised the disclosure on page 160 to provide more qualitative detail concerning how Gap was able to enhance its operations through Tmall. Regarding the financial information of Gap requested by the Staff, the Company respectfully advises the Staff that it does not possess or have the right to disclose such financial information. The Company notes that the disclosure highlights only the geographic expansion that Tmall enabled and does not make any claims regarding the impact on Gap’s financial results.

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.

The Company advises the Staff that funds in the escrow account are deposited by the buyer, and accordingly the seller would be returning the buyer’s own funds. The Company does not have any capital at risk and therefore would not need to seek reimbursement from the seller over such funds.

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

In response to the Staff’s comment, the Company has added the requested disclosure on page 187.

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• Discuss how the regulations described in “PRC Business Tax” and “Foreign Exchange Regulation” impact your business.

In response to the Staff’s comment, the Company has added the requested disclosure on pages 195 and 196.

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.

In response to the Staff’s comment, the Company has added the requested disclosure on page 191.

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.

The Company notes the Staff’s comment and confirms that it will provide the Staff with a copy of the Alibaba Partnership agreement on a supplemental basis when the agreement that will be in effect as of the completion of the offering is in a substantially finalized form. The Company currently expects to be able to so provide a draft to the Staff at the time of its next filing.

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.

The Company has disclosed the identities and other information concerning the current members of the Alibaba Partnership on page 203.

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.

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In response to the Staff’s comment, the Company has provided additional disclosure on pages 201 and 202 to provide more detail regarding the Alibaba Partnership’s right to select a majority of the nominees. The Company has also revised the risk factor entitled “The Alibaba Partnership and related voting agreements will limit your ability to nominate and elect directors” starting on page 41 to describe potential conflicts of interest between the Alibaba Partnership and the board of directors of the Company and added a cross reference to this risk factor on page 202.

51. Please disclose whether you expect that the Alibaba Partnership nominees for director will be comprised of members of the Alibaba Partnership.

In response to the Staff’s comment, the Company has added the requested disclosure on page 201.

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.

In light of the Staff’s comment, the Company has revised the relevant language on page 200 as well as provided additional disclosure in this section under the paragraph entitled “Bonus Pool” on pages 203 and 204 regarding how a partner’s contribution to the Company’s business and promotion of the Company’s mission, vision and values will be key factors in determining the level at which that partner participates in the bonus pool. The Company also refers the Staff to the paragraph entitled “Retirement and Removal” on page 204, which states that any partner may be removed upon the vote of a simple majority of all partners for any reason including failure to actively promote the Company’s mission, vision and values or failure to perform.

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.”

In view of the Staff’s comment, the Company has reordered and modified the disclosure under the paragraphs entitled “Nomination and Election of Partners” starting on page 200 to make it clearer that it is the Company’s belief that the criteria and procedures described in those paragraphs are designed to promote accountability as described therein. In addition, disclosure has been added in the paragraphs entitled “Director Nomination Rights” starting on page 201 to note that certain provisions in the Alibaba Partnership agreement, including those pertaining to the election of new partners, may be amended only with the consent of a majority of the Company’s independent directors.

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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.

The Company advises the Staff that, under its service agreements, it does not pay benefits to directors upon termination, and the Company has added a corresponding negative statement on page 211 in response to the Staff’s comment.

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 note your statement that you “are not aware of any offshore holding companies with a corporate structure similar to [yours] that has been deemed a PRC ‘resident enterprise’ by the PRC tax authorities.” Please disclose whether this statement includes any review of offshore holding companies in which a PRC partnership has the ability to elect the majority of the company’s board of directors.

The Company advises the Staff that the Alibaba Partnership will be organized under the laws of the Cayman Islands and that the Company has been advised by its tax counsel that it should not be deemed to be a PRC enterprise or enterprise group for the purpose of Circular 82 notwithstanding the fact that the Alibaba Partnership will have the right to nominate or appoint a majority of the Company’s directors. Accordingly, the Company respectfully advises the Staff that it believes that the current disclosure accurately takes into account the relevant factors.

56. Please state clearly that the disclosure in this section as it pertains to Cayman Islands and PRC tax consequences is based on counsel’s opinion. Please refer to Section III.B.2 of Staff Legal Bulletin No. 19.

In response to the Staff’s comment, the Company has added the disclosure requested by the Staff to page 255.

Consolidated Financial Statements, page F-1

Report of Independent Registered Public Accounting Firm, page F-2

57. We note that your audit report is signed by PricewaterhouseCoopers - Hong Kong, although the majority of your operations appear to be in mainland China. We also note your risk factor disclosure that “[i]f the affiliate of [your] independent registered public accounting firm were denied, temporarily, the ability to practice before the SEC, [you] would need to consider with [your] Hong Kong based auditor the alternate support arrangements they would need in their audit of [your] operations in mainland China.” Please tell us how you concluded that it is

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appropriate to have an audit report issued by an auditor in Hong Kong, in light of the location of your corporate offices, your principal operations, and your principal assets. Please also tell us your understanding of the nature and extent of the work conducted by each firm, including the participation of your Hong Kong based audit firm with respect to the work of its affiliated firm in mainland China.

The Company advises the Staff that PricewaterhouseCoopers (“PwC HK”) has been the Company’s external auditor since the Company’s inception in 1999. PwC HK was also the reporting accountant of Alibaba.com Limited, a subsidiary of the Company which was listed on the Hong Kong Stock Exchange Limited from November 6, 2007 until June 20, 2012.

The Company further advises the Staff that the Company’s group reporting and accounting department is located in Hong Kong with a team of approximately 35 people and is overseen by the Company’s Chief Financial Officer and Vice President of Group Finance who are both based in Hong Kong. The Company’s group reporting and accounting department is responsible for consolidation, group financial reporting and technical accounting and provides support in connection with the Company’s merger and acquisition activities. The Company’s financial accounting system, which includes its accounting books and records, is accessible in both Hong Kong and Hangzhou. The Company’s group legal department, corporate finance department and investor relations department are also headed out of Hong Kong. There are a total of approximately 170 full-time employees who are based in Hong Kong.

The Company has been advised by PwC HK that the PwC HK audit engagement team is led by two core assurance partners, and supported by a quality review partner and a technical support partner who are all based in Hong Kong. In addition, the PwC HK team includes three assurance managers and a team of approximately 10 senior associates and associates who are also based in Hong Kong. Furthermore, the audit team is supported by tax specialists and valuation specialists from PwC HK. The audit work performed was primarily conducted in Hong Kong while from time to time, the core assurance partners, managers and other audit team members of PwC HK traveled to China to perform audit procedures and conduct meetings with the Company’s operation teams in Hangzhou.

As part of the audit, PwC HK utilized resources from PricewaterhouseCoopers Zhong Tian LLP (“PwC ZT”) which mainly performed the audit procedures on the Company’s information technology systems and the audit of the Company’s Internet infrastructure business in Beijing and provided junior staff resources to assist PwC HK in carrying out its audit procedures in Hangzhou. According to PwC HK, the audit hours spent by PwC HK in Hong Kong, the audit hours spent by PwC HK in China and the audit hours spent by PwC ZT in China accounted for approximately 70%, 10% and 20%, respectively, of the total hours spent with respect to each of the audits for the fiscal years ended March 31, 2012, 2013 and 2014. PwC HK is the principal auditor of the Company according to the SEC Financial Reporting Manual 4140.1 given that PwC HK has audited more than 50% of the revenues and assets of the Company for the fiscal years ended March 31, 2012, 2013 and 2014.

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On the basis of the foregoing, the Company has concluded that it is appropriate to engage PwC HK as its independent registered public accounting firm. In relation to the proceedings instituted by the SEC against five PRC-based accounting firms as disclosed in the risk factor on pages 54 and 55, the Company has been advised by PwC HK that it would be able to make alternate support arrangements to prevent any disruption, if any, to the audit of the Company’s financial statements if PwC ZT were denied, temporarily, the ability to practice before the SEC.

Consolidated Statements of Changes in Shareholders’ Equity, page F-7

58. We note your presentation of the issuance of 18,000,0000 shares related to the Partner Capital Investment Plan on page F-9, and the resulting increase to noncontrolling interests of RMB442 million. Based on the description of this transaction in Note 8(c), it appears that you offered selected members of the Alibaba Partnership rights to acquire restricted ordinary shares of your company. Please tell us how issuance of the right to purchase shares of “the Company” resulted in classification as a noncontrolling interest and an increase in your shares outstanding.

The Partner Capital Investment Plan offered selected members of the Alibaba Partnership subscription rights to acquire restricted shares of the Company. Two consolidated subsidiaries (the “Entities”), namely PCIP I Limited and PCIP II Limited, were established under the laws of the Cayman Islands, and the Company holds 100% of ordinary shares of both entities. The subscription rights were issued by the Entities in the form of convertible preference shares (“CPSs”). The Entities issued the CPSs to the selected members of the Alibaba Partnership at a subscription price of US$4 per CPS. The CPSs are subject only to eight-year non-compete provisions (there are no substantive employment vesting conditions) and can be converted into exchangeable ordinary shares (“EOSs”) of the Entities at an exercise price of US$14.50 per share within four years from the subscription date of the CPSs. After eight years following the subscription date, a holder of EOSs is entitled to exchange the EOSs into an equivalent number of ordinary shares of the Company at a ratio of 1:1, at which time the transfer restrictions applicable to the CPSs will expire.

Under the Partner Capital Investment Plan, the Company issued 18,000,000 ordinary shares and contributed those shares to the Entities. Such ordinary shares of the Company will be used to settle the exchange of EOSs after the end of the eight-year period. This resulted in an increase in the issued ordinary shares and also treasury shares of the Company. Since the ordinary shares were issued to consolidated subsidiaries at par value, i.e. US$0.000025 per share, the total increase in ordinary shares and treasury shares was reflected as zero on a rounded basis in the Company’s consolidated statements of changes in shareholders’ equity starting on page F-7. If the CPSs are not converted by the expiry date, the Company will redeem the CPS, but only at par value (i.e. US$0.000025 per share, in aggregate US$450). Therefore, the predominant portion of the proceeds in relation to the CPSs represents permanent equity in the Entities, and therefore is accounted for as a non-controlling interest by the Company which consolidates the Entities. In light of the Staff’s comment, the Company has revised note 8(c) starting on page F-43 to elaborate on the arrangement.

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Consolidated Statements of Cash Flows, page F-10

59. Please tell us if the “Proceeds from secured borrowings relating to micro loans” line item is presented net. If so, please tell us why net presentation is appropriate.

In response to the Staff’s comment, for the fiscal year ended March 31, 2014, the Company has presented the “Proceeds from secured borrowings relating to micro loans” line item on gross basis on page F-11. In conjunction with this, the comparatives for the fiscal years ended March 31, 2012 and 2013 have been revised to conform with the gross presentation.

Notes to Consolidated Financial Statements, page F-13

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

(d) Consolidation, page F-14

60. We note on page F-14 that your technical services agreements obligate you to absorb a majority of risk of losses from the VIEs’ activities. Please tell us the relevant terms of the agreements that give rise to this obligation.

As disclosed on page 78, the Company has entered into technical services agreements pursuant to which the relevant wholly-foreign-owned enterprises (“WFOEs”) provide exclusive technical services to the variable interest entities (“VIEs”), in exchange for a service fee which typically amounts to substantially all of the VIEs’ pre-tax profit, thereby resulting in a transfer of substantially all of the profits from the VIEs to the WFOEs. The Company has also entered into separate agreements pursuant to which the VIEs provide exclusive technical services to the WFOEs relating to the provision and usage of assets held by the VIEs, such as the Internet content provision and other licenses, domain names and other resources. The service fee typically amounts to the costs incurred to maintain such assets held by the VIEs plus an applicable margin. These agreements remain in effect unless terminated by both the relevant WFOE and VIE. In addition, the Company has funded substantially all of the VIEs’ capital through loan agreements and provides financial support as necessary to the entities through intercompany transactions. Through this arrangement, the WFOEs are effectively absorbing a majority of risk of losses from the VIEs.

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61. We note the disclosure on page 110 that your holding company structure differs from some of your peers in that you hold your material assets and operations, except for ICP and other licenses for regulated activities, in your wholly-foreign owned enterprises and most of your revenue is generated directly by the wholly-foreign owned enterprises. Please disclose the activities that generated the revenue and net loss in your VIEs reported on page F-17.

In response to the Staff’s comment, the Company has revised the referenced disclosure on pages F-16 and F-17.

62. Please expand your disclosure of financial information of the VIEs to include cash; intercompany payables to the wholly-foreign owned enterprises; and operating, investing and financing cash flows. In addition, disclose separately material related party transactions of the VIE.

In response to the Staff’s comment, the Company has revised the referenced disclosure on pages F-16 and F-17.

63. We note on page F-17 that unrecognized revenue-producing assets held by the VIEs include certain Internet content provision and other licenses, domain names and trademarks. Please expand your disclosure to describe the importance these assets have to your operations.

In response to the Staff’s comment, the Company has revised the referenced disclosure on page F-17.

(f) Segment reporting, page F-18

64. You disclose you have identified one single operating and reportable segment, which you refer to as the provision of online and mobile commerce and related services. We also note your operating philosophy disclosure on page 86. Please provide us with more information about how you concluded you have a single operating segment under ASC 280-10-50. In your response, please specifically address the following comments, citing the applicable accounting literature where appropriate:

The Company advises the Staff that, as shown in the summary organization chart attached as Appendix 2 to this letter, the Company divides its businesses into numerous modular business units that represent distinct functions serving specific purposes for the Company to achieve its overall corporate objectives. For example, customer-facing marketplaces such as Alibaba.com, 1688.com, AliExpress, Taobao Marketplace and Tmall manage the website and mobile platforms to host buyers and sellers, while certain categories such as Travel, Video, Music and Games represent vertical and/or strategic initiatives that require special attention at specific points in time. In addition, the Online Marketing Services Platform, Search Technology

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Platform, Merchant Services Platform, Security Platform and Infrastructure Operations serve functional purposes such as online marketing monetization, customer experience, data storage and analysis and the day-to-day server and data center operations to keep the Company’s services running. The above customer-facing and functional business units are supported by our Cloud Computing Platform. Further, the Company’s human resources department is responsible for the overall headcount budget and the review and approval of employee related costs. Some of these units drive revenue-generation for other units while some units incur common costs for other units. The Company’s customer-facing marketplaces do not have individual profit and loss statements, or P&Ls, that are used to measure their performance or make allocation decisions because revenues and costs are not specifically allocated to any specific marketplace. The Company’s strategic committee (the “CODM”) does not find it useful for strategic and operational decisions to prepare and review discrete financial operating results or individual P&Ls of its business units.

Each business unit is managed by a manager who is responsible for its performance based on operational metrics, but not financial operating results, and each manager reports to the Company’s Chief Executive Officer or Chief Operating Officer, who are members of the strategic committee. The overall financial performance and P&L of the Company is the responsibility of the CODM. The board of directors of the Company oversees the strategic decisions of the CODM and the members of the CODM report to the board from time to time in board meetings. The CODM does not rely on unit P&Ls or other measures of operating profits for performance assessment or resource allocation decisions but rather makes decisions based on the expected impact on the Company’s overall performance. This approach enables the Company to make decisions based on long-term considerations for the Company as a whole rather than being focused on individual P&Ls. In the view of the CODM, the key drivers of performance and determinant of resource allocation relate to operational metrics such at GMV, active users and active buyers.

The Company advises the Staff that the CODM is primarily comprised of leaders at the corporate level who assess performance of the business units and their managers on a daily basis and periodically by monitoring the operating metrics of the business units. The CODM believes that operating metrics such as GMV, active users and active buyers are useful and appropriate indicators of the performance of the marketplaces.

• Your footnote refers to “operating units,” “business segments,” and “business units.” Please advise whether these terms have the same meaning, or tell us the different meanings of these terms. If these terms have the same meaning, please use a single term throughout your document to avoid confusion for your investors, and explain to us what is contemplated by that term, or tell us why this disclosure is not appropriate.

The Company has revised the disclosure and used the term “business unit” consistently throughout note 2(e) on page F-18 where applicable. The Company refers to each of its customer-facing marketplaces, strategic vertical categories or initiatives, and functional departments as business units, as set forth in the summary organization chart in Appendix 2 to this letter.

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• Please provide us with an organization chart that includes each of your operating units, identify the managers held accountable for each operating unit, and tell us to whom each operating unit manager reports.

In response to the Staff’s comment, the Company has attached the summary organization chart requested by the Staff as Appendix 2 to this letter.

• Please provide us with a list of the members of the strategic committee comprising your chief operating decision maker (CODM).

The Company advises the Staff that the CODM is its strategic committee. The CODM is currently comprised as follows:

Jack Yun MA	Executive Chairman
Joseph C. TSAI	Executive Vice-chairman
Jonathan Zhaoxi LU	Chief Executive Officer
Maggie Wei WU	Chief Financial Officer
Daniel Yong ZHANG	Chief Operating Officer
Lucy Lei PENG	Chief People Officer
Jian WANG	Chief Technology Officer
Peng JIANG	President, Alibaba Cloud Computing Yun OS and Digital Entertainment; Deputy Chief Technology Officer
Trudy Shan DAI	Chief Customer Officer
Xiaofeng SHAO	Chief Risk Officer

• Please tell us how you determined that your CODM was comprised of a strategic committee. Tell us how you determined that this committee is involved in your operations. Please provide us with a specific and comprehensive discussion of the nature and extent of decisions that are made by this committee.

The Company advises the Staff that resource allocations are not made by any one individual on the strategic committee. Given the dynamic and evolving nature of the Company’s businesses, the Company relies on a group of executives to manage and make resource allocation decisions. Based on the foregoing and the manner in which the Company’s resources are allocated and performance measures assessed, the Company believes that the strategic committee is the CODM.

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The strategic committee meets every two to four weeks to discuss strategic and operational issues and make resource allocation decisions. Topics considered by the strategic committee include the Company’s alignment of business objectives among business units to achieve improved synergy and integration, measures to enhance user experience, new product development and market penetration opportunities, new business initiatives and the security of technology systems, as well as company-wide issues such as annual budgets and operational plans, organizational structure, corporate culture, human resource challenges and solutions, procurement centralization and other management issues.

• Your footnote indicates that the only information provided to your CODM at the business segment level is revenue. Please tell us why the CODM is only provided with financial information at the revenue level and why information regarding margin or profitability of the operating units is not necessary for the CODM to allocate resources and assess performance of the operating units. In addition, provide us with examples of recurring resource allocation decisions, the nature of information considered in making those decisions, and subsequent reviews of the outcome of those decisions.

The Company advises the Staff that, as noted in the Company’s disclosure under the section entitled “MD&A – Our Operating Philosophy” on page 91, the Company manages the business as a single P&L because the Company believes that compartmentalized financial targets such as revenue, margin or profitability would discourage cooperation among business unit managers, damage the network effects among its marketplaces and negatively impact long-term profitability and synergy creation. According to this “single P&L” philosophy, the CODM does not view margin or profitability of individual operating units as useful or appropriate for resource allocation decisions and performance assessment.

Resource allocation decisions are best illustrated by looking at the Company’s budgeting process: first, the strategic committee reviews the operating plans and agrees to operating targets with managers of the business units; second, corporate-level functional departments, which include finance, human resources and infrastructure operations evaluate the resource requests from business units, such as marketing budgets, headcount additions and capital expenditures and they together propose an overall Company budget to the strategic committee; and third, the strategic committee approves the proposal provided by the corporate-level functional departments to finalize the Company’s budget.

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Once the resource allocation is determined and the budget is set, annual reviews will be made between the strategic committee and the relevant business unit managers to determine whether the unit has met its operational plan. The assessment of the results will focus on three areas - numbers, strategy and people: (i) operating metric targets as previously agreed, (ii) the strategy and process by which business unit managers achieve their operating targets and (iii) the business unit manager’s achievements in developing his or her team members while executing the operating plan.

• Tell us more about your statement that you do not allocate operating costs or assets to your business. Does this mean that no discrete financial information other than revenue exists for each of your operating units? Based on disclosures presented elsewhere in your filing, it appears to us that this information does exist.

The Company advises the Staff that the Company does not allocate operating costs or assets to business units in making business decisions and, accordingly, sufficient financial information does not exist to create discrete operating results for its business units. Moreover, the Company does not configure its accounting system to allocate certain significant expenses, such as depreciation of servers of its cloud computing platform and other compensation expenses related to its headcounts that support the entire company, across different business units.

• Please provide us with copies of your CODM package at 12/31/13 and 3/31/14. If not in English, please provide a translation.

The Company refers the Staff to its response to the next bullet point for a further explanation of the reports and materials that are presented for the CODM’s review. In response to the Staff’s comment, the Company has supplementally provided the following information for the Staff’s reference:

• Annual budget and resources allocation proposal prepared by our corporate-level functional departments which was reviewed and approved by the CODM.

• Annual budget and business plan review deck reviewed and prepared by the CODM for the Company’s board of directors.

• Quarterly financial review package for the quarters ended 12/31/2013 and 3/31/2014 as reviewed by the Chief Financial Officer. As discussed later, the Chief Financial Officer regularly alerts the relevant CODM members on operating issues that might be identified in such reviews.

• Translated copies of the minutes of the December 18, 2013 and April 1, 2014 meetings of the CODM.

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• Please describe in detail in your response any other written reports that are regularly provided to the strategic committee and the topics addressed during recurring meetings held by this committee.

The Company advises the Staff that the dynamic nature of the Company’s business and industry requires management to have real-time access to information in order to make sound business decisions. As such, the Company does not rely on a management model where decisions are only made in meetings attended by management as part of a monthly or quarterly review process. On a daily basis, members of the strategic committee have direct and immediate access to various operating metrics in multiple dimensions in daily reports from the relevant business units. Such operating metrics include those that have been disclosed and described throughout the Registration Statement. This allows the strategic committee to react quickly to issues or trends as they arise so that further discussions with business unit managers can take place immediately in order to plan and execute appropriate actions.

In the regular strategic committee meetings that take place every two to four weeks, no standard reports are presented. Such meetings are not meant to review the periodic performance of business units since reviews effectively take place continuously through the assessment of operating metrics. Instead, the strategic committee focuses on current issues that affect the long-term performance and health of the Company’s business.

• Describe to us the monthly and quarterly process to review the results of each of your operating units. Tell us when and how the CODM participates in this process, what information is provided to the CODM during this process, and why such information is relevant.

The Company advises the Staff that, as discussed above, on a daily basis, members of the strategic committee review operating metrics. In addition, the Company’s Chief Financial Officer reviews financial results prepared by the finance department, and will periodically update and alert relevant members of the CODM, such as the Chief Executive Officer and the Chief Operating Officer, as to the Company’s operating condition and issues that need to be addressed. The CODM does not regularly participate in periodic financial reviews but, going forward, after the completion of its initial public offering, the Company plans to institute a more formal process by which the CODM will review the quarterly consolidated financial statements of the Company prior to publication.

• Tell us about your budget process including the level at which budgets are initially set, the parties involved at each level of the budget review and approval process, and the level of disaggregation of the budgets at each level of the review and approval process.

The Company refers the Staff to the description of its budgeting process above.

• Tell us how compensation is determined for the managers of each of your operating units, the members of your CODM, and the managers who report

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to the CODM. If managers are evaluated based on the “operating metrics” referred to on page 86, please tell us the specific metrics by which each manager is evaluated and how that translates into compensation determination. Additionally, tell us any other “operating metrics” used by the CODM, and explain how these metrics are used to assess performance and allocate resources.

The Company advises the Staff that the compensation of the members of the CODM is related to company-wide performance metrics and the overall profitability of the Company. The compensation for the Company’s business unit managers is determined based on (i) completion of operating metric targets previously agreed to with the CODM, (ii) the strategy and process by which business unit manager achieved the operating targets, and (iii) the business unit manager’s achievements in developing his or her team members while executing the operating plan. As disclosed on pages 203 and 204, an annual cash bonus pool for the approximately 150 top managers of the Company is calculated based on a percentage of the Company’s overall adjusted pre-tax operating profits. This pool is then allocated to management according to an evaluation of their performance against business unit level metrics (such as GMV, active users and active buyers) in the case of business unit managers, or against general corporate level targets (such as execution of corporate strategic initiatives such as mobile user growth, employee and customer satisfaction and overall health of the ecosystem) in the case of members of the CODM.

The Company believes that the key metrics that are material to investors have been disclosed in the Registration Statement. In regards to “other” operating metrics, the Company refers the Staff to the discussion above of the daily metrics.

• Your segment reporting footnote indicates that your CODM considers your different operating units to be subject to similar risks and returns. Please tell us how your CODM reached this conclusion in the absence of discrete financial information. To this end, we note your disclosure on page 86 that GMV transacted on Tmall contributes differently to revenues and profitability than other marketplaces.

The Company respectfully advises the Staff, as a point of clarification, that its disclosure on page 86 of the May 6 Filing describes potentially higher levels of monetization opportunities related to Tmall merchants because Tmall merchants pay commissions for transactions on Tmall and they may also pay fees for online marketing services displayed on both Tmall and Taobao Marketplace, but the May 6 Filing does not state that GMV transacted on Tmall contributes differently to profitability than other marketplaces, such as Taobao Marketplace. The Company has amended its disclosure on page 91 to avoid any misunderstanding on this point. Tmall and Taobao Marketplace share in the same group of buyers, which is consumers based mainly in China. Recognizing that a shift in the GMV mix among the Company’s marketplaces could have an effect on the Company’s financial results, the Company has disclosed the split of GMV between Taobao Marketplace and Tmall on pages 21, 84 and 114.

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(h) Revenue recognition, page F-19

65. We note you recognize revenue based on various types of services you provide. Please tell us more about your revenue, including a more specific and comprehensive discussion of each of the separate services you provide and how you have accounted for revenue based on each of these services. Please ensure that you address the following items, as applicable, for each of your services:

The Company respectfully advises the Staff that it has considered this comment together with comment 70. In response to the Staff’s comments, the Company has revised the disclosure in note 5 on page F-36 to disclose China commerce – Retail revenue by type of services: (i) online marketing services revenue, (ii) commissions and (iii) others. Because China commerce – Wholesale and International commerce – Wholesale generate revenue primarily from membership fees, the Company has not provided a further breakdown of these items. For International commerce – Retail revenue, no further disclosure is made given that the amount of revenue is insignificant (1.8% of total revenues in fiscal year 2014).

• We note you recognize revenue from multiple element arrangements. Please tell us what the deliverables are in each of these arrangements, which deliverables are combined, which deliverables are accounted for separately, how value is allocated and how revenue for each deliverable is recognized.

The Company advises the Staff that the only contracts it has that have multiple element arrangements of any significance relate to the bundled sale of membership packages on its International wholesale marketplaces and keywords or premium placements on the Company’s web pages to increase exposure of the merchant to potential buyers. Such membership packages include the provision of placement of the merchants’ storefronts on the Company’s website over a period of time, generally 12 months, and keywords or premium placements covering a specific and shorter time period. The Company allocates fair value between these elements for revenue recognition purposes. The contribution of this bundled sale transaction to the Company’s consolidated revenues is insignificant (less than 1% of consolidated revenue for each of the fiscal years ended March 31, 2012, 2013 and 2014) and of declining significance to its business as a whole as the Company has reduced the use of these bundled sale transactions since the latter half of 2012.

On the Company’s retail marketplaces, merchants may purchase multiple online marketing services from the Company such as P4P and display marketing. Such services are not provided to the Company’s customers in the form of a bundled transaction or multiple element arrangement, as each service is subscribed separately by the merchants. In these transactions, the selling price is established by a real-time bidding system which is market-based and represents the best estimate of selling prices (or stand-alone fair value) to the Company’s merchants for each sale transaction. Although the Company does not currently engage in bundled sale transactions other than the limited International wholesale marketplace arrangements described above, it is possible that the Company may choose to do so in the future and therefore the Company believes that a general description of this accounting policy is helpful to investors.

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• We note your disclosure that certain transactions are comprised of separate contracts which you must evaluate to consider whether the contracts are part of a single arrangement. Please tell us the conditions which lead to separate contracts and help us more fully understand when you believe it is appropriate to account for the contracts on a combined basis and when you believe it is appropriate to account for the contracts separately.

As noted in the Company’s response above, the Company advises the Staff that it may sell multiple services to a single merchant through separate arrangements. Each such service is governed under a separate contract, and the selling price for each deliverable represents fair value on a stand-alone basis. As such, the Company accounts for such arrangements separately and does not consider them to be part of a single arrangement. The Company included the disclosure referenced above given that it is possible that there may be future transactions that need to be accounted for as part of a single arrangement.

• We note your disclosure that one of your significant judgments is whether you are acting as a principal or as an agent in a transaction. Please tell us more about the nature of the services you provide in which you are the principal in the arrangement and the nature of the services you provide in which are the agent in the transaction. Please tell us under what specific circumstances you have determined you act as the principal and the specific circumstances in which you have determined you are acting as an agent. Provide us with a detailed analysis of how you have considered each factor in ASC 605-45.

The Company advises the Staff that the material revenue arrangements that require judgment as to whether the Company is acting as a principal or as an agent in a transaction are related to the Company’s Taobaoke program. Taobaoke is an arrangement where the Company provides a platform for merchants to deal directly with third party marketing affiliates to agree on commission rates charged for transactions completed on the Company’s marketplaces through traffic directed from third party marketing affiliates. The Company acts only as agent and does not own any website inventory in such arrangement. The Company only earns a fixed percentage of commission that is agreed to by the merchant and the third party marketing affiliates, with such affiliates being the primary obligor. As noted in the Company’s response to comment 20 above, commissions from Taobaoke accounted for an immaterial portion of the Company’s total revenue in fiscal year 2014.

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The Company has prepared the following analysis under ASC 605-45 and determined that it is appropriate to recognize revenues on a net basis:

ASC 605-45 Factor 1 The company is the primary obligor in the arrangement - Whether a company is responsible for providing the service desired by the customer is a strong indicator of the company’s role in the transaction. If a company is responsible for fulfillment, including the acceptability of the service(s) ordered or purchased by the customer, that fact is a strong indicator that a company has risks and rewards of a principal in the transaction.

Analysis

Third-party marketing affiliates provide promotional services that direct traffic from their websites to the storefronts of Taobao and Tmall merchants. Merchants and third-party marketing affiliates use the Company’s Taobaoke platform to deal directly with each other in the purchase and sale of promotional services. The third-party marketing affiliates, rather than the Company, are responsible for providing the promotional services to the merchants, which obligations are clearly stated in the relevant Taobaoke agreements. Because the Company is not responsible for providing the promotional services to the Taobao or Tmall merchants, it is not the primary obligor in the arrangement.

ASC 605-45 Factor 2 The company has general inventory risk (before a customer order is placed or upon customer return) - Unmitigated general inventory risk is a strong indicator that a company has risks and rewards as a principal in the transaction. General inventory risk exists if a company takes title to a product before that product is ordered by a customer or will take title to the product if it is returned by the customer and the customer has a right of return.

Analysis

In the provision of the Company’s Taobaoke program, the Company is not obliged to pay for website inventory or website inventory costs to the third-party marketing affiliates regardless of whether their website inventory results in commission revenues for the Company through Taobaoke. As such, the Company has no general inventory risk.

ASC 605-45 Factor 3 The company has latitude in establishing price - If a company has reasonable latitude, within economic constraints, to establish the exchange price with a customer for the product or service, that fact may indicate that the company has risks and rewards of a principal in the transaction.

Analysis

The total amount paid by the merchants to third-party marketing affiliates for promotional services and the Company for technical service revenue is calculated by multiplying the transaction price of the goods sold by the merchants by the commission rate which is offered by the Taobao or Tmall merchants themselves. The Company does not have latitude in establishing the price paid to the marketing affiliates; rather, once the underlying sale is completed, the Company takes a small percentage of technical service revenue out of the total commission amount paid by the merchant.

ASC 605-45 Factor 4 The company changes the service or performs part of the service - If a company physically changes the service or performs part of the service ordered by a customer, that fact may indicate that the company is primarily responsible for fulfillment, including the ultimate acceptability of the total services furnished by the company.

Analysis

Third-party marketing affiliates, not the Company, decide where and how to provide the promotional services to Taobao or Tmall merchants. The Company is not involved in the promotional activities by the third-party marketing affiliates or the direction of online traffic from such affiliates to Taobao or Tmall merchants.

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ASC 605-45 Factor 5 The company has discretion in supplier selection - If a company has multiple suppliers for a service ordered by a customer and discretion to select the supplier that will provide the service(s) ordered by a customer, that fact may indicate that the company is primarily responsible for fulfillment.

Analysis

Taobaoke is an open platform which enables Taobao or Tmall merchants to offer their own commission rates for promotional services. Third-party marketing affiliates may provide the promotional services to the Taobao or Tmall merchants if the rates are acceptable. As such, the Company does not have discretion in selecting the marketing affiliates to provide the services to the sellers.

ASC 605-45 Factor 6 The company is involved in the determination of service specifications - If a company must determine the nature, type, characteristics, or specifications of the service(s) ordered by the customer, that fact may indicate that the company is primarily responsible for fulfillment.

Analysis

Service specifications are determined by the third-party marketing affiliates instead of the Company.

ASC 605-45 Factor 7 The company has physical loss inventory risk (after customer order or during shipping) - Physical loss inventory risk exists if title to the product is transferred to a company at the shipping point and is transferred from that company to the customer upon delivery. Physical loss inventory risk also exists if a company takes title to the product after a customer order has been received but before the product has been transferred to a carrier for shipment. This indicator may provide some evidence, albeit less persuasive than general inventory risk.

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Analysis

This indicator is not applicable for the Company since the Taobaoke program is related to promotional services instead of the sale of tangible goods. Furthermore, the Company is not responsible for any inefficient use of website inventory.

ASC 605-45 Factor 8 The company has credit risk - If a company assumes credit risk for the amount billed to the customer, that fact may provide weaker evidence that the company has risks and rewards as a principal in the transaction. Credit risk exists if a company is responsible for collecting the sales price from a customer but must pay the amount owed to a supplier after the supplier performs, regardless of whether the sales price is fully collected. Credit risk is not present if a company fully collects the sales price prior to the delivery of the product or service to the customer; credit risk that has been substantially mitigated is not an indicator of gross reporting.

Analysis

The commission earned by the third-party marketing affiliates for the provision of promotional services is automatically paid from the Alipay escrow account underlying the transaction funded by the buyers to the merchants through the merchant’s Alipay account. Credit risk in general does not exist in the Taobaoke program.

ASC 605-45 Factor 9 The supplier (not the company) is the primary obligor in the arrangement - Whether a supplier or a company is responsible for providing the service desired by a customer is a strong indicator of the company’s role in the transaction.

Analysis

As noted above, the third-party marketing affiliate instead of the Company is the primary obligor in the arrangement.

ASC 605-45 Factor 10 If a supplier (and not the company) is responsible for fulfillment, including the acceptability of the service(s) ordered or purchased by a customer, that fact may indicate that the company does not have risks and rewards as principal in the transaction.

Analysis

Third-party marketing affiliates instead of the Company are responsible for fulfillment and performance of the arrangement. As a result, the Company does not have the risks and rewards as principal in the transactions.

ASC 605-45 Factor 11 The amount the company earns is fixed - If a company earns a fixed dollar amount per customer transaction regardless of the amount billed to a customer or if it earns a stated percentage of the amount billed to a customer, that fact may indicate that the company is an agent of the supplier.

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Analysis

The Company earns a fixed percentage of the commission generated from the underlying transactions representing the technical service revenue from the Taobaoke program.

ASC 605-45 Factor 12 The supplier (and not the company) has credit risk - If credit risk exists (that is, the sales price has not been fully collected prior to delivering the product or service) but that credit risk is assumed by a supplier, that fact may indicate that the company is an agent of the supplier.

Analysis

As described in “ASC 605-45 Factor 8” above, credit risk in general does not exist in the Taobaoke program.

Based on the foregoing, the Company acts only as an agent for the Taobaoke program. However, as discussed in the Company’s responses to comments 67 and 68 below, in other types of transactions, the Company also acts as principal in providing online marketing services through the websites of third-party marketing affiliates.

66. Please revise to provide the disclosure required by ASC 605-25-50-2 for similar types of multiple-element arrangements. To the extent that you believe either all or a portion of this disclosure is not required, please explain why in your response. Additionally, disclose whether you primarily use vendor-specific objective evidence, third-party evidence of selling prices, or best estimate of selling prices to allocate these arrangements.

The Company advises the Staff that, and as described in the Company’s response to comment 65 above, the only contracts it has that have multiple element arrangements of any significance relate to the bundled sale of membership packages on its International wholesale marketplaces. The contribution of this revenue stream to the Company’s total revenues is insignificant ( less than 1% of total revenue for each of the fiscal years ended March 31, 2012, 2013 and 2014) and of declining significance to the Company’s business. Given the insignificant nature of these arrangements, the Company believes that the disclosure required by ASC 605-25-50-2 is not necessary for an understanding of the Company’s overall revenue recognition policy.

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67. We note that your online marketing services revenues derived from pay for performance marketing services utilize an online auction system to determine pricing. Please tell us the following information:

• Please provide us with a fact-specific and comprehensive discussion of how the auction system is facilitated including the identity of the parties in the overall transactions and the identity of the parties in the auction process.

The Company advises the Staff that, in the overall processes relating to the sales of the P4P performance marketing services through the Company’s online auction system, the parties involved consist of merchants and the Company, as well as third-party marketing affiliates to the extent that the merchants elect to obtain these marketing services from the third-party marketing affiliates.

Typically, the merchants sign an agreement with the Company in order to participate in the P4P, or pay for performance, marketing services. A minimum deposit amount is required to be placed through a specific customer advance account with Alipay in order to engage in the online auction system. On the online auction system, merchants may select the bidding keywords or other related criteria such as geographical location or user demographic profiles of their target users and enter their bids in the online auction system. When a buyer performs keyword search or category browsing on the Taobao Marketplace, Tmall or the websites of the third-party marketing affiliates, the online auction system determines the positioning of the text or picture links on browsers based on the relevance of the keywords and other criteria. On the websites of the third-party marketing affiliates, the text or picture links are re-targeted based on the user attributes and browsing records. When a buyer clicks on the text and picture links, the price of the click is determined through the online auction system based on the pricing algorithm and revenue is recognized on the consumption of clicks after the filtering of the Company’s anti-click fraud system. Funds from the customer advance account are deducted as settlement of the relevant marketing services. Traffic acquisition costs corresponding to such effective clicks are also accrued to the third-party marketing affiliates to be settled based on the relevant credit terms.

All third-party marketing affiliates are contracted solely with the Company and not with the merchants. The sharing of online marketing service revenues with these affiliates is either on a fixed percentage of the online marketing revenue earned and payable to the third-party affiliates as traffic acquisition costs, or on a fixed amount covering a specific period of time for the affiliates’ website inventories, payable to them regardless of how much online marketing services revenues the Company earns from those website inventories. For services provided on third-party affiliate websites, all pricing decisions are negotiated between the Company and the third-party marketing affiliates and vary with each transaction. All placements of the relevant text and picture links through the online auction system on the websites of these third-party marketing affiliates are selected by the Company based on an algorithm developed by the Company that reflects the Company’s experience in enhancing the traffic and return on investment of merchants. The merchants have the discretion to decide whether or not to participate in the online marketing services through the third-party marketing affiliates as a whole; however, they cannot select specific third-party marketing affiliates.

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• We note that online marketing services may be placed on the website of a third party marketing affiliate. Please help us understand how the auction process facilitates these services. Please tell us if bidding is done for placement just on affiliates sites or if bidding is done based on combined placement on your website and affiliate sites.

The Company advises the Staff that the bidding process is the same and conducted on a single common online auction system, whether a merchant is bidding for pay for performance marketing services on Taobao Marketplace and Tmall only or also on the websites of the Company’s third-party marketing affiliates. If a merchant elects to bid for both types of services, bids are done on a single bid basis for all services.

• Please tell us how you have recognized revenue for these arrangements and if your policy differs depending on whether services are performed on your website and affiliate sites. Reference ASC 605-45.

The Company advises the Staff that the Company believes it is the primary obligor to the overall business arrangements as it is responsible for providing the traffic desired by the merchants through its own network of third-party marketing affiliates. The Company undertakes inventory risk in certain arrangements where it pays for a fixed amount for the website inventory, the Company has discretion to select third-party marketing affiliates and have latitude in establishing pricing with them, and the Company controls the placement of the relevant text and picture links on the third-party websites based on its internally developed algorithm. Accordingly, the Company has recognized revenue for these arrangements on a gross basis.

68. We note online marketing services revenues derived from display marketing services utilize a real-time bidding system to determine pricing. Please tell us the following information:

• Please provide us with a fact-specific and comprehensive discussion of how the real-time bidding system is facilitated including the identity of the parties in the overall transactions and the identity of the parties in the bidding process.

The Company advises the Staff that the arrangements related to display marketing services are the same as that for pay for performance marketing services except that the merchants may enter bids in the online auction system for specific time periods and number of impressions.

• We note from your disclosure on page 84 that services may be placed on the website of a third party marketing affiliate. Please tell us how the real-time bidding process facilitates these services. Please tell us if bidding is done for placement just on affiliates sites or if bidding is done based on combined placement for your website and affiliate sites.

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The Company advises the Staff that the bidding process is the same for that relating to pay for performance marketing services described above.

• Please tell us how you have recognized revenue for these arrangements and if your policy differs depending on whether services are performed on your website and affiliate sites. Reference ASC 605-45.

The Company advises the Staff that the Company recognizes revenue for these arrangements in the same manner as that for pay for performance marketing services described, which is on a “gross” basis.

69. We note your disclosure on page F-28 regarding merchant deposits. Please tell us why certain deposits are returned and others are recognized as revenue. Please tell us whether deposits are returned because a set amount of commission revenue is earned. Also tell us the amount of merchant deposits recognized as revenue in each of fiscal 2012, 2013, and 2014.

The Company advises the Staff that it collects deposits from merchants operating on Tmall at the beginning of each calendar year. If the transaction volume (and consequently a related minimum commission level) for a particular merchant reaches a certain pre-determined level and the related commissions are earned and collected, the deposit is refundable to the merchant after the end of each calendar year and this amount is not recognized as revenue. The amount of merchant deposits not refunded and recognized as revenue in each of fiscal years 2012, 2013, and 2014 was RMB149 million, RMB403 million, and RMB863 million, respectively, representing the short fall commission from the merchants who failed to generate the pre-determined level of transaction volume.

70. We note your disclosure that you generate revenue by providing the following types of services: online marketing services, including pay for performance marketing services, display marketing, and placement services; commissions; membership and storefront fees; cloud computing and internet infrastructure; and interest and other income. With reference to ASC 280-10-50-40, please disclose revenue from each of these types of services.

The Company advises the Staff that, in response to the Staff’s comment, the Company has revised the disclosure in note 5 on page F-36 to disclose China Commerce – Retail revenue by type of services: (i) online marketing services revenue, (ii) commissions and (iii) others. Because China Commerce – Wholesale and International Commerce – Wholesale generate revenue primarily from membership fees, the Company has not provided a further breakdown of these items. For International Commerce – Retail, no further disclosure is made given the amount of revenue is insignificant.

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(w) Goodwill, page F-25

71. We note your disclosures here and in the related Critical Accounting Policy and have the following comments:

• Please provide us with a listing of your reporting units and the amount of goodwill allocated to each.

The Company refers the Staff to the table below for the listing of the Company’s reporting units and the amount of goodwill allocated.

	Retail Marketplaces		Others*		Total
	(in millions of RMB)
Goodwill as of March 31, 2014		10,658		1,135		11,793

Note:

^*  Others include numerous smaller reporting units, which are individually insignificant.

As disclosed in note 2(e) on page F-18, the Company has only one single operating and reportable segment. The Company’s components represent businesses that are one level below its operating segment. In accordance with ASC 350, these components represent the Company’s reporting units because discrete cash flow information is available for each component, and segment management (who reports to the CODM) reviews the component’s operating results (mainly operating metrics) on a regular basis for the assessment of impairment of goodwill. As shown in the table above, approximately 90% of the Company’s goodwill balance is related to Retail Marketplaces, which consist primarily of goodwill that was carried forward when the Company acquired the remaining equity interest in Taobao that it did not own from SoftBank Corp. in 2005. The remaining goodwill balance primarily relates to businesses that the Company recently acquired during the year ended March 31, 2014. These goodwill balances are assessed and evaluated for impairment individually; aggregation is done only for presentation purposes.

• Please tell us which reporting units had Step 1 testing performed in fiscal 2013 and 2014. We note the impairment of goodwill recorded during these periods.

The Company advises the Staff that all impairments recorded in fiscal years 2013 and 2014 were reflected under “Others” and related to the Company’s historical acquisitions that were subsequently written down in full. In fiscal years 2013 and 2014, the Company performed Step 1 testing on certain reporting units that are categorized under “Others.”

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• Please revise your Critical Accounting Policy to provide the following disclosures for each reporting unit that is at risk of failing step one of the impairment test, or tell us why such disclosure it not appropriate:

• The percentage by which fair value exceeded carrying value as of the date of the most recent test;

• The amount of goodwill allocated to the reporting unit;

• A description of the methods and key assumptions used and how the key assumptions were determined;

• A discussion of the degree of uncertainty associated with the key assumptions. The discussion regarding uncertainty should provide specifics to the extent possible (e.g., the valuation model assumes recovery from a business downturn within a defined period of time); and

• A description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions.

The Company advises the Staff that the significant majority of the Company’s current goodwill balance relates to Retail Marketplace. With respect to the goodwill of Retail Marketplaces, when the Company performed the step zero tests, it determined that the risk of failing step one of the impairment tests was considered remote given the current business and market conditions. The remaining amount of the Company’s goodwill balance is insignificant relative to the Company’s consolidated financial assets. According, the Company has concluded that additional disclosure referenced by the Staff is not necessary.

4. Significant acquisition and equity transactions, page F-30

(c) Restructuring of Payment Services, page F-32

(ii) Intellectual Property License and Software Technology Services Agreement, page F-34

72. We note that you are entitled to fees in an amount equal to costs incurred by you in providing software technology services plus 49.9% of the consolidated pre-tax income of Alipay and its subsidiaries, subject to adjustment, which appears to be a variable interest. Please tell us your analysis under ASC 810-10 to support your conclusions about whether Alipay is a VIE and, if so, the identity of the primary beneficiary. In your response, please address how you considered each interest in Alipay.

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The Company advises the Staff that Alipay is a VIE due to the fact that under the Intellectual Property License and Software Technology Services Agreement, the Company is entitled to a service fee equal to 49.9% of the consolidated pre-tax income of Alipay and its subsidiaries. As a result, the Company is exposed to significant variability in Alipay through such contractual arrangement even though the Company has no equity interest in Alipay. Therefore, Alipay is considered a VIE because it meets the criteria under ASC 810-10-15-14(b)(2) and ASC 810-10-15-14(b)(3). The service provider fee arrangement is considered a variable interest possessed by the Company in Alipay because under ASC 810-10-55-37(e) and (f), such service fees are significant relative to the total amount of the Alipay’s anticipated economic performance; and such fees are expected to absorb a significant amount of the variability associated with Alipay’s anticipated economic performance.

At the time of the execution of the Intellectual Property License and Software Technology Services Agreement in the last quarter of calendar year 2011 which resulted in Alipay being deemed a VIE, Alipay was owned by two equity holders – 80% by Jack Ma and 20% by Simon Xie. In determining the primary beneficiary of Alipay in accordance with ASC 810, the Company considered that Jack, with his 80% voting equity interest in Alipay, possessed the power to direct the activities of Alipay that would most significantly impact its economic performance, and also the obligation to absorb losses of Alipay that could be significant to Alipay. As such, he was considered the primary beneficiary of Alipay.

Subsequently, in the first quarter of calendar year 2013, the ownership of Alipay was changed to 46% direct holding by Jack Ma, 12% direct holding by Simon Xie, and 42% direct holding by Junao (a partnership) and such ownership structure has remained the same to date. Junao is a limited partnership established under the laws of the PRC and is controlled by Jack, who is the general partner of Junao. In determining the primary beneficiary of Alipay subsequent to this ownership change, the Company considered that Jack, with his direct ownership of 46% and his control of Junao, possesses the power to direct the activities of Alipay that would most significantly impact its economic performance, and also the obligation to absorb losses of Alipay that could be significant to Alipay. As such, he is considered the primary beneficiary of Alipay.

73. With regard to your fees from Alipay and its subsidiaries, please tell us and disclose how your fees are impacted if Alipay incurs a pre-tax loss.

If Alipay incurs a pre-tax loss, the fee that the Company would charge Alipay would equal the costs incurred by the Company in providing the software technology services. In response to the Staff’s comment, the Company has amended the disclosure on page 224 accordingly.

(iii) Commercial Agreement, page F-34

74. Please tell us the basis for your statement in the first sentence of the third paragraph of this section that states “[f]or accounting purposes, the expected fair values of the Liquidity Payment and the Promissory Note are expected to approximate the expected fair values of the Retained Business Assets to be

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transferred upon payment of the Liquidity Payment, at which time the Intellectual Property License and Software Technology Services Agreement will be terminated.” Specifically, please explain the evidence that supports this conclusion.

The Company advises the Staff that in the assessment to support the above conclusion, the Company is comparing (i) the expected fair value of the Liquidity Payment and Promissory Note on the date of Liquidity Event assuming that the Company will receive cash representing 37.5% of the expected equity value of Alipay; and (ii) the expected fair value of the cash flow stream to be generated from Alipay by the Retained Business Assets on the date of Liquidity Event. The Company made assumptions on the estimated timing of a Liquidity Event for the purpose of this comparison.

Liquidity Payment and Promissory Note

The expected fair value of the Liquidity Payment and Promissory Note on the date of the Liquidity Event was assessed by estimating the future cash flow stream of Alipay using the discounted cash flow approach.

Retained Business Assets

As disclosed in note 4(c) on page F-33, the Retained Business Assets will be transferred to Alipay upon the occurrence of a Liquidity Event. Prior to this event, the Company will license such assets and provide related software technology services to Alipay for a total fee equal to 49.9% of the consolidated pre-tax income of Alipay and its subsidiaries, which is considered to be a fair arrangement as mutually agreed upon by Alipay and the Company at the time and is supported by transfer pricing studies. As such, the Company assessed the expected fair value of the Retained Business Assets by determining the present value of the 49.9% share of the estimated Alipay’s future pretax profit stream through the estimated time of the Liquidity Event, also using the discounted cash flow approach.

Because the Company does not have any equity interest in Alipay and is not able to exert control over Alipay’s operations, there is increased uncertainty of the future cash flow stream generated from the licensing and service agreement. As such, a risk premium was embedded into the discount rate used in the valuation because of the uncertainty of the cash flow stream from Alipay. In addition, since the future Royalty and Software Technology Services Fee is considered to be relatively illiquid due to the magnitude of this cash flow stream and the fact that Alipay is a private company, the valuation has further been adjusted downwards by the addition of a discount reflecting the cost to dispose of such cash flow stream.

The assessment above on the comparison of the expected fair value of the Liquidity Payment and the Promissory Note and the expected fair value of the Retained Business Assets was supported with assistance from an independent valuation firm, and the conclusion indicates that the respective expected fair values approximated each other.

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In essence, based on the above assessment, the Company believes that the 37.5% of the equity value of Alipay represents a one-off receipt of cash, assuming that Alipay has successfully completed a Liquidity Event for such Liquidity Payment to be made, which is subject to no uncertainty. Such expected value approximates that of the ongoing 49.9% share of the pre-tax profit of Alipay, which is subject to a different risk profile and illiquidity leading to a higher discount rate, and an additional discount to dispose of the future cash flow stream of Alipay.

8. Share-based awards, page F-40

(c) Partner Capital Investment Plan relating to ordinary shares of the Company, page F-45

75. Please tell us why no share-based compensation expense was recognized in connection with the subscription rights to acquire your restricted shares that were offered to selected members of the Alibaba Partnership. Please provide us with the following information in your analysis:

The Company refers the Staff to the Company’s response to comment 58 above. The Company advises the Staff that the economic substance of the Partner Capital Investment Plan is akin to selling options for US$4 per right to purchase the ordinary shares of the Company at an exercise price of US$14.50 per share with a sale restriction of the underlying shares for a period of 8 years from the date of subscription. When the Company calculates the “grant date fair value” of such right using the Black-Scholes model, a discount of 38%, as supported by an independent valuation report, was applied to the fair value of the underlying ordinary shares (US$18.50) to take into account such sale restrictions in accordance with ASC718-10-55-5. With such consideration and the other attributes as disclosed on pages F-43 and F-44, the “grant date fair value” of the subscription right was determined to be below the subscription price (i.e. US$4) paid by the selected members of the Alibaba Partnership, accordingly there was no share-based compensation expense recognized.

• Tell us which members of the Alibaba Partnership were offered the subscription rights. We note from your disclosure on page 7 that the Alibaba Partnership includes members of the management of your related companies and affiliates.

The Company advises the Staff that all partners participated in this Partner Capital Investment Plan program except Jack Ma and Joe Tsai. The reference to “related companies and affiliates” on page 7 refers to Alipay or China Smart Logistics, respectively.

• Please tell us the amount of any subscription rights that were offered to members of the management of your related companies and affiliates.

The Company advises the Staff that out of the rights underlying 13 million ordinary shares of the Company already subscribed, 3 million of them were granted to members of Alibaba Partnership who were management of the Company’s related companies and affiliates at the time of the subscription.

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• Please tell us how you considered the fact that the subscription rights and underlying shares are subject to a non-compete provision.

As noted in the Company’s response to comment 58 above, the Company has considered the fact that the subscription rights are only subject to a non-compete provision but no other substantive service or vesting conditions. Despite the non-compete provision, the selected members are not required to provide any future services to the Company or its related companies and affiliates and none of the recipients is economically compelled to provide services to the Company or its related companies and affiliates in order to earn/retain the rights. The fact that some of these subscription rights were subscribed by the management of the Company’s related companies and affiliates (who would be considered “non-employees” under ASC 505 and ASC 718) has no impact on the accounting for the share-based compensation for these rights as there is no counterparty performance requirement for the subscription rights. As the awards are considered fully vested at issuance, the measurement date under ASC 505 is the grant date. Furthermore, as these rights are fully paid for at or above their fair value by the subscribers, no share-based compensation is to be recognized.

• We note that rights to subscribe for 5 million shares are being held on behalf of future members of the Alibaba Partnership. Please tell us how you considered the fact that the ultimate holder of these rights has not yet been identified. Tell us if and how you considered that this future holder may not be your employee. In addition, please tell us if and how these rights will be subject to a non-compete provision.

The Company advises the Staff that the subscription rights for the 5 million shares represent the CPSs issued by PCIP II Limited, one of the two Entities established for the Partner Capital Investment Plan. The initial subscriber of these 5 million CPSs was a senior management member of the Company who is holding such rights on behalf of future members of the Alibaba Partnership. For accounting purpose, the rights have not been considered “subscribed” until the future members of the Alibaba Partnership are identified and the CPSs are transferred to those members. The proceeds from the issuance of CPSs were accounted for as non-controlling interest, as described in the response to comment 58 above.

Upon the transfer of CPSs to subsequent recipients, the awards will only be subject to a non-compete provision and no other vesting conditions, similar to those already subscribed by the members of the Alibaba Partnership as explained above. Therefore, the method of accounting for such awards to future holders who are non-employees of the Company will not differ from those granted to the Company’s own employees.

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For these remaining rights, since the grant date has not occurred, the amount of compensation, if any, will be measured when the initial subscriber transfers the CPSs to future members of the Alibaba Partnership. In the event the then- subscription price paid by future members of the Alibaba Partnership is below the then-fair value of such rights, share-based compensation expense will be recorded.

• Based on your disclosures on page 116, it appears that the fair value of your ordinary shares during the three months ended September 30, 2013 was US$18.50 per share as compared to the subscription price of the aforementioned subscription rights of US$14.50 per share. Please tell us how you considered the differential between these two amounts.

The Company advises the Staff that, as explained above, the initial subscription price of the CPSs was US$4 per right, which is above the fair value of the rights calculated using the Black-Scholes model. Given the grant date fair value of the award was below the initial subscription price (i.e. US$4) paid by the selected members of the Alibaba Partnership, there was no share-based compensation expense recognized.

• Please further tell us more about your statement that the subscription rights were subscribed for cash. Please tell us how you determined what amounts would be paid by the recipients as well as if the RMB442 represents all amounts due for the subscription rights or if certain amounts still need to be received.

The Company advises the Staff that the Partner Capital Investment Plan is an investment scheme offered to the selected members of Alibaba Partnership, and was not meant to be compensation of any form to them. As such, the US$4 per right was determined such that it was equal to or above the fair value of such right. RMB 442 million (i.e. RMB equivalent amount of US$4 per right multiplied by the rights underlying 18,000,000 ordinary shares of the Company) represented all of the amounts due for the subscription of the rights. All such amounts were received in full before December 31, 2013.

14. Investment in equity investees, page F-57

76. When you update your financial statements to March 31, 2014, please disclose summarized information as to assets, liabilities and results of operations of your investees in the notes, either individually or in groups, or tell us why this disclosure is not required. Refer to ASC 323-10-50-3(c).

As described further below in the Company’s response to comment 77, the Company has assessed the significance of the Company’s equity method investees (both individually and in the aggregate). The Company believes that the financial information of its equity method investees are not material and accordingly does not believe that disclosure of summarized information under ASC 323 is required.

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77. When you update your financial statements to March 31, 2014, please disclose the information required by Rule 3-09 and Rule 4-08(g) of Regulation S-X, or tell us why this disclosure is not required.

In response to the Staff’s comment, the Company has assessed the significance of its equity method investees under the three significant subsidiary tests as described in S-X 1-02(w) (both individually and in the aggregate) for each of the three years ended March 31, 2012, 2013 and 2014. The significance level for each of the three tests does not exceed 10%, and as a result, the disclosures under Rule 3-09 and Rule 4-08(g) are not required.

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

78. We note that you hold 66% of economic interests in UCWeb. Please provide us with a specific and comprehensive discussion of what consideration you have given to consolidating this investment and what consideration you have given to accounting for it as an equity method investment. Please tell us in greater detail why you believe these convertible preferred shares are not in-substance common stock.

In order to make a decision regarding consolidation, the Company assesses whether the entity is a VIE and also assesses whether it has control or significant influence over the entity necessary for consolidation under ASC 810.

As of December 31, 2013, the capital structure of UCWeb was composed of ordinary shares and convertible preference shares, which accounted for 35% and 65% of the economic interests in UCWeb, respectively. The 65% interest was held in the form of convertible preference shares and was solely owned by the Company, while the 35% interests held in the form of ordinary shares were wholly-owned by the founders and management of UCWeb.

The Company has assessed whether UCWeb is a VIE. The Company determined that both the ordinary shares and convertible preference shares meet the definition of equity at risk and are sufficient to finance UCWeb’s activities. The holders of the equity at risk possess the power to direct the activities of UCWeb due to their voting rights, the obligation to absorb expected losses and the right to receive expected returns. Also, substantially all of UCWeb’s activities do not involve, and are not conducted on behalf of, the Company. Therefore, the Company concluded that UCWeb is not a VIE.

The Company has further assessed whether it has control or significant influence over UCWeb necessary for consolidation under ASC 810. At the UCWeb board of directors level, the Company is only entitled to appoint two out of five directors; other shareholders have the right to appoint the remaining three directors, and accordingly, the Company does not control the board of UCWeb. In addition, the Company does not have the ability to control the key activities of UCWeb through contractual arrangements or otherwise.

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At the shareholders level, a vote of not less than two-thirds of the total voting interests is needed to alter the Memorandum and Article of Association of UCWeb, including the composition of the board of directors. With only 65% voting interests, the Company does not have the requisite vote to amend the documents in order to gain control of the board or the company. In addition, any amendments of existing rights require written consent of the Company and the majority of the 35% ordinary shareholders. Therefore, the Company does not have control over UCWeb at either the board level or shareholders level.

The Company also has assessed whether it should apply equity method accounting to its investment in UCWeb. The Company has considered its 65% interest in UCWeb and its right to appoint two out of five directors and believes it has the ability to exercise significant influence over the operating and financial policies of UCWeb. However, the Company does not believe that the convertible preference shares constitute in-substance common stock as described further below and therefore equity method accounting would not apply under ASC 323-10.

In assessing the nature of the convertible preference shares, the Company considered that the ordinary shares held by the founders and management of UCWeb represent a substantive layer of equity on a fair value basis, and therefore, the liquidation preference of the convertible preference shares represents a substantive liquidation preference. The amount of liquidation preference is equal to the issue price of such preference shares plus declared but unpaid dividend for such shares. The Company believes the convertible preference shares carry different risks and rewards and have seniority to the ordinary shares, and therefore the convertible preference shares are not in-substance common stocks. Since there is no redemption feature, the convertible preference shares should not be considered as debt securities. In addition, there is no readily determinable fair value of the convertible preference shares of UCWeb given that it is a private company. As such, the overall investment in the convertible preference shares of UCWeb is accounted for as a cost method investment.

21. Related Party Transactions, page F-65

Transactions with Alipay HoldCo and Alipay, page F-66

79. Please tell us in more detail the business reasons why you are granting options and restricted stock units to employees of Alipay Holdco and its subsidiaries. Please tell us if the employees of Alipay Holdco and its subsidiaries are providing any services to you in exchange for these awards. In addition, please tell us more about your accounting treatment of these awards. Tell us why you believe it was appropriate to reduce share-based compensation expense for these awards upon receipt of cash and tell us who is providing you with the cash reimbursement.

The Company advises the Staff that the Company has changed the defined term of “Alipay Holdco” to “Small and Micro Financial Services Company” throughout the notes to the audited consolidated financial statements to be consistent with the term used in the forepart of the Registration Statement. For the purposes of the Company’s responses below, all references to Small and Micro Financial Services Company are to Alipay Holdco previously used in the May 6 Filing.

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The Company advises the Staff that prior to the restructuring of Payment Services as disclosed in note 4(c) on page F-32, Small and Micro Financial Services Company was a subsidiary controlled by the Company. To incentivize and motivate employees, the Company has granted share-based compensation to certain employees of the Company, its subsidiaries and affiliates, including Small and Micro Financial Services Company. After the separation of Small and Micro Financial Services Company from the Company, the Company continued to grant share-based awards underlying Company shares to the employees of Small and Micro Financial Services Company. Because Small and Micro Financial Services Company serves as the payment service provider to all marketplaces of the Company, the performance of Small and Micro Financial Services Company’s employees has a significant impact on the success of the Company’s businesses. In addition, the Company participates in the success of Small and Micro Financial Services Company through its entitlement to 49.9% of the consolidated pre-tax income of Small and Micro Financial Services Company.

Under the terms of this arrangement, for awards granted prior to March 31, 2014, Small and Micro Financial Services Company will pay a pre-determined fixed cash reimbursement to the Company upon vesting. The vesting of such awards is conditional upon the recipient’s fulfillment of requisite service conditions to Small and Micro Financial Services Company (and not directly to the Company). Upon deconsolidation of Small and Micro Financial Services Company in 2011, all the pre-existing grants and the post-deconsolidation grants to the employees of Alipay are considered as grants to non-employees and are accounted for under ASC 505, which requires the expense amount to be remeasured at each reporting date through the vesting period, and such share-based compensation expense is recognized over the respective service period, net of estimated forfeitures. The compensation expense of the awards takes into account the expected cash reimbursement from Small and Micro Financial Services Company. Upon vesting of the awards, the Company records a receivable from Small and Micro Financial Services Company with a corresponding entry to additional paid-in capital, reflecting the issuance of new ordinary shares of the Company to the grantees.

The Company believes it is appropriate to reduce the share-based compensation expense for these awards by the cash reimbursement because it was agreed that Alipay would provide such economic consideration to the Company to reimburse for these grants. This is analogous to the concepts described in ASC 323-10-25, which deals with grants of share-based awards to equity method investees, and that guidance focuses on whether the investor receives economic consideration for the awards. To the extent the investor does not receive appropriate economic consideration from the investee for the grant of investor stock awards, the investor must record its economic cost (effectively the contribution to the other investors) as additional expense. In this case, Alipay is paying the Company cash consideration which is reducing the cost to the Company of granting these awards.

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80. We note your statement on page 201 that Jack Ma holds a substantial majority of the voting power and a significant minority direct equity ownership in Small and Micro Financial Services Company. Please tell us the percentage of voting power and equity interest held by Mr. Ma. Please also tell us the percentage of voting power and equity interest held by the Alibaba Partnership and the percentage held by your employees.

In response to the Staff’s comment, the Company has revised the disclosure on pages 222 and 223.

24. Risks and contingencies, page F-69

81. We note your disclosure that if your current ownership structure and your contractual arrangements with the VIEs and their equity holders were found to be in violation of any existing PRC laws or regulations, your ability to conduct your business could be impacted and you may be required to restructure your ownership structure and operations in the PRC to comply with the changes in the PRC laws. Please disclose that a consequence may include deconsolidation of the VIEs.

In response to the Staff’s comment, the Company has revised the referenced disclosure on page F-67.

25. Subsequent Events, page F-70

82. We note you have entered into a subscription agreement with ChinaVision Media Group Ltd. Please tell us how you plan to account for this arrangement to the extent the transaction is completed. Please tell us what consideration you have given to consolidating the entity and what consideration you have given to accounting for it as an equity method investment.

The Company advises the Staff that its contemplated investment in the ordinary shares of ChinaVision Media Group Ltd. represents an equity interest of 60%, and the Company will be entitled to the right to appoint the majority of the board of directors of ChinaVision. Under the voting-interest approach, the Company believes its right to appoint a majority of the board members demonstrates its ability to exert control over ChinaVision. As a result, the Company will be accounting for its investment in ChinaVision as a business combination under ASC 805, and the results of ChinaVision will be recorded in the consolidated income statements from the effective date of acquisition.

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83. We note your disclosure in the last paragraph on page F-71. Please tell us the number of awards granted. Please tell us more about the substance of this transaction as well as how you intend to account for these awards. In this regard, please provide the following information:

The Company advises the Staff that the granting of such awards was to affirm the contributions by the employees of Alibaba Group to the success of Small and Micro Financial Services Company given the close commercial relationships between the two companies, and to incentivize the Company’s employees to continue promoting the success of Small and Micro Financial Services Company as part of the Company’s ecommerce ecosystem in the future. In aggregate, share-based awards underlying approximately 136 million shares of Small and Micro Financial Services Company was granted to substantially all of the Company’s employees.

• Please tell us the relationship between you and Junhan, including which member of management indirectly controls Junhan. Tell us if you view Junhan as a related party.

The Company advises the Staff that Junhan is a limited partnership established under the laws of the PRC which is controlled indirectly by Jack Ma, who serves as the general partner of Junhan. Junhan is considered as a related party of the Company.

• Tell us why the share-based awards were granted by Junhan.

The Company advises the Staff that the reason for the granting of such awards was to affirm the contributions by the employees of Alibaba Group to the success of Small and Micro Financial Services Company given the close commercial relationships between the two companies, and to incentivize the Company’s employees to continue promoting the success of Small and Micro Financial Services Company as an integral part of the Company’s e-commerce ecosystem in the future. Although the economic value of the awards is directly linked to the valuation of Small and Micro Financial Services Company, the awards represent contractual rights which only entitle the holders to share in the appreciation in the valuation of Small and Micro Financial Services Company beyond a certain pre-determined base price through cash payments as well as dividends if and when declared by Small and Micro Financial Services Company, without enjoying other rewards of a legal shareholder such as voting rights upon vesting of the awards.

The Company understands that the granting of awards by Junhan is due to two factors. The first factor relates to matters relating to PRC law. Although Junhan currently expects to satisfy the awards in cash, the use of a limited partnership structure provides greater flexibility to satisfy the awards with transfer of equity if and when PRC laws permit in the future. The second factor is that the granting of awards by Junhan avoids any dilution to other equity holders of Small and Micro Financial Services Company.

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• Please provide us with a more specific discussion of the nature and terms of these awards. In this regard, please tell us why you state that these awards are similar to share appreciation awards. Please also more fully describe how the awards are linked to the valuation of Alipay.

The Company advises the Staff that the awards granted represent share economic rights relating to the equity of Small and Micro Financial Services Company with a pre-determined base price per unit. Such rights will be vested on the vesting date(s) as set forth in the relevant award agreements, and the vesting of the awards is conditional upon the fulfillment of services provided to the Company over the requisite service period. After vesting, the holder will be entitled to receive dividends from Small and Micro Financial Services Company if and when they are declared as well as an economic gain which corresponds with the appreciation in value of the underlying equity of Small and Micro Financial Services Company, which is equal to the excess of the fair value of such equity over the relevant pre-determined base price, where the holders are not required to pay an exercise price for the awards. Such rights shall not be freely transferrable or pledged by the holders and the rights will not be exchangeable into equity of Small and Micro Financial Services Company nor do they carry any voting rights. Junhan, but not the holders of such awards, has the sole discretion to settle the vested rights by cash from time to time should the holders terminate their employment services with Small and Micro Financial Services Company or the Company.

• Please tell us if you intend to recognize compensation expense for these awards and, if so, how such compensation will be measured. Please tell us how you have considered the fact that these awards are not indexed to your own stock. Reference ASC 718 and SAB Topic 5T.

The Company advises the Staff that such awards granted by Junhan, a limited partnership whose equity is held by certain shareholders of the Company and is, according to SAB Topic 5T, similar to those arrangements described in ASC 718-10-15-4, which states that “share-based payments awarded to an employee of the reporting entity by a related party or other holder of an economic interest in the entity as compensation for services provided to the entity are share-based payment transactions to be accounted for under this Topic unless the transfer is clearly for a purpose other than compensation for services to the reporting entity.” As such, despite the fact that these awards are not indexed to the Company’s ordinary shares, the Company concludes that the substance of these awards is the payment of an expense of the company through contributions by its shareholders, and shall recognize compensation expense for these awards. For the measurement of such compensation expense, the Company refers the Staff to its response to the bullet point below.

• Please tell us how you intend to classify the awards including how you have considered that the awards may be settled in cash by Junhan. Reference ASC 718.

SIMPSON THACHER & BARTLETT

– 58 –

The Company advises the Staff that since such awards are not based on shares of the Company but on shares of Alipay and are expected to be settled in cash by Junhan, they are outside the scope of ASC 718, and shall be accounted for as derivatives under ASC 815. In addition, as these derivative awards are granted by Junhan instead of the Company, the awards shall be accounted for based on its substance which is the payment of compensation expense (in the form of derivatives) contributed by the Company’s shareholders. The Company has no legal obligation, either directly or indirectly to pay cash to settle the awards. Therefore, the Company does not believe that the Company should reflect a liability. As such, the Company shall record an expense with a corresponding credit to equity, and such expense shall be remeasured at the fair value of the derivative awards on each reporting date until settlement.

84. We note the last paragraph on page F-72 indicating you have entered into a subscription agreement with Youku Tudou Inc. Please tell us how you plan to account for this arrangement to the extent the agreement has been consummated. Please also tell us how you have considered the impact of the right to appoint one director to Youku Tudou’s board of directors.

The Company advises the Staff that its investment in the ordinary shares of Youku Tudou represents an equity interest of 16.5%, and the Company is entitled to the right to appoint one director to Youku Tudou’s board of directors. The Company believes the percentage of its shareholding and its ability to nominate a director to the board enable the Company to exert significant influence over the operating and financial policies of Youku Tudou. As a result, the Company will be accounting for this investment using the equity method of accounting.

Exhibit Index, page II-6

85. We note you filed the agreements related to Zhejiang Taobao Network Co., Ltd. Please file the agreements for the other material VIEs.

The Company respectfully advises the Staff that it included with each filed VIE agreement relating to Zhejiang Taobao Network Co, Ltd. summaries of differences between those agreements and the similar agreements for the Company’s other material VIEs as allowed pursuant to Instruction 2 to Item 601 of Regulation S-K. To highlight the summaries to investors, the Company has aggregated the summaries into a single separate exhibit and filed it with Amendment No. 1 as Exhibit 10.36. As the various sets of VIE agreements are materially similar, the Company does not believe there is any appreciable benefit to filing all such agreements, and it believes that the current approach complies with the form requirement of F-1, 20-F and Item 601 of Regulation S-K.

Exhibit 5.1 – Opinion of Maples and Calder

86. We note counsel’s statement on page 1 of the opinion that counsel reviewed “only” the documents enumerated under the heading “1 - Documents Reviewed.” Counsel must examine all documents necessary to render the required opinions. Please remove the limitation regarding the documents that counsel has reviewed, and ask counsel to include a statement that counsel has also examined any other materials necessary and appropriate for counsel to render the required opinions.

SIMPSON THACHER & BARTLETT

– 59 –

The Company advises the Staff that the requested changes to the opinion of Maples and Calder have been made and the revised opinion has been refiled with Amendment No. 1.

*        *        *         *        *

SIMPSON THACHER & BARTLETT

– 60 –

If you have any questions regarding this letter or Amendment No. 1, 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 1 to the Letter to the SEC dated June 16, 2014

(A) Supporting Documents for Certain Statements in Amendment No. 1 to the Registration Statement

Statements in Registration Statement	Page No. in Registration Statement	Supporting Document(s)	Page No. in Supporting Document(s)
Gate 1-A	Gate 1	iResearch Report: 2014 China Online Shopping Report iResearch Data: Numbers of Taobao APP monthly unique users in e-Commerce (large class) since August 2012 iResearch data regarding top ten mobile APPs in China by monthly unique users in MUT for March 2014 and for March 2014 and for subsequent months thereafter	11 Whole document Whole document
Gate 1-B	Gate 1	iResearch Report: 2014 China Online Shopping Report	17
Gate 1-C	Gate 1	iResearch Report: 2014 China SME B2B E-Commerce Sector report	13
Gate 1-D	Gate 1	iResearch Data: Traffic data ranking of Juhuasuan in IUT in 2013	Whole document

1

Gate 2-A	Gate 2	IDC Report: Global eCommerce Platforms Ranking by Gross Merchandise Volume	2
Gate 2-B	Gate 2	iResearch Report: 2014 Q1 China Mobile Internet Report	7
Gate 2-C	Gate 2	Euromonitor: China and US population 2010 - 2015	Whole document
Gate 2-D	Gate 2	CNNIC: The 33rd China Internet Development Statistic Report	15
Gate 2-E	Gate 2	CNNIC: The 33rd China Internet Development Statistic Report	19
Gate 2-F	Gate 2	CNNIC: The 33rd China Internet Development Statistic Report	38

2

Gate 2-G	Gate 2	iResearch Report: 2014 China Online Shopping Report	8
Gate 3-A	Gate 3	UPS 2013 Annual Report	1
Gate 3-B	Gate 3	Euromonitor: Retail Space (China and U.S.) Euromonitor: Retail Space Per Capita (Japan, Germany and U.K.) Euromonitor: Population (China and U.S.)	1 1 1
1-A We are the largest online and mobile commerce company in the world in terms of gross merchandise volume in 2013, according to the IDC GMV Report.	1	IDC Report: Global eCommerce Platforms Ranking by Gross Merchandise Volume	2

3

1-B We operate Taobao Marketplace, China’s largest online shopping destination, Tmall, China’s largest third party platform for brands and retailers, in each case in terms of gross merchandise volume, and Juhuasuan, China’s most popular group buying marketplace by its monthly active users, in each case in 2013 according to iResearch.	1	Re Taobao Marketplace - iResearch Report: 2014 China Online Shopping Report Re Tmall - Same report as above Re Juhuasuan - iResearch Data: Traffic data ranking of Juhuasuan in IUT in 2013	11 17 Whole document
1-C … we operate Alibaba.com, China’s largest global online wholesale marketplace in 2013 by revenue, according to iResearch,…	1	iResearch Report: 2014 China SME B2B E-Commerce Sector report	13
4-A (2) According to iResearch for the three months ended March 31, 2014.	4	iResearch Report: 2014 Q1 China Mobile Internet Report	7
4-B (4) … 9.2 billion packages delivered in the twelve months ended December 31, 2013 by delivery services in China meeting certain minimum revenue thresholds, according to the State Post Bureau of the PRC.	4	State Post Bureau: 2013 Postal Industrial Operating Metrics	1
6-A China’s real consumption in 2013 was 36.5% of total GDP, which is a rate that is significantly lower than that of other countries, such as the United States, which had a consumption penetration rate of 66.8% in 2013, according to Euromonitor International.	6	Letter of authorization of Euromonitor regarding the approved text	Whole document
6-B According to the China Internet Network Information Center, or CNNIC, China had the world’s largest Internet population with 618 million users as of December 31, 2013.	6	CNNIC: The 33rd China Internet Development Statistic Report CIA World Factbook – Population by Country Number of internet users in India	15 and 19 Whole document 1

4

6-C According to CNNIC, China had 302 million online shoppers in 2013.	6	CNNIC: The 33rd China Internet Development Statistic Report	38
6-D China has the world’s largest mobile Internet user base with 500 million users as of December 31, 2013, according to CNNIC …	6	CNNIC: The 33rd China Internet Development Statistic Report	19
		CIA World Factbook – population by country	Whole document
		The Economic Times article regarding number of internet users of India and that by country	1
6-E Overall, online shopping, which represented 7.9% of total China consumption in 2013, is projected to grow at a compound annual growth rate, or CAGR, of 27.2% from 2013 to 2016, according to iResearch, …	6	iResearch Report: 2014 China Online Shopping Report	8
7-A We are the leader in mobile commerce in China in terms of mobile retail GMV, with mobile GMV transacted on our China retail marketplaces accounting for 76.4% of total mobile retail GMV in China in the three months ended March 31, 2014, according to iResearch.	7	iResearch Report: 2014 Q1 China Mobile Internet Report	7
7-B Our Mobile Taobao App has been the most popular mobile commerce app in China by mobile MAUs every month since August 2012, according to iResearch.	7	iResearch Data: Numbers of Taobao APP monthly unique users in e-Commerce (large class) since August 2012 iResearch data regarding top ten mobile APPs in China by monthly unique users in MUT for March 2014 and for March 2014 and for subsequent months thereafter	Whole document Whole document
37-A According to the National Bureau of Statistics of China, in the first quarter of 2014, China’s GDP growth rate was 7.4%, which was the lowest since the first quarter of 2009.	37	National Bureau of Statistics: Summary of GDP for the First Quarter	1

5

73-A	73	1999 figure - CNNIC: The 5th China Internet Development Statistic Report	1
		2003 figure - CNNIC: The 13th China Internet Development Statistic Report	1
		2004 figure - CNNIC: The 15th China Internet Development Statistic Report	1
		2007 figure - CNNIC: The 21st China Internet Development Statistic Report	1
		2008 figure – CNNIC: The 23th China Internet Development Statistic Report	11
		2009 figure – CNNIC: The 25th China Internet Development Statistic Report	3
		2010 figure - CNNIC: The 27th China Internet Development Statistic Report	27
		2013 figure - CNNIC: The 33rd China Internet Development Statistic Report	5
74-A According to iResearch, Taobao Marketplace was the number one consumer-to-consumer, or C2C, marketplace in terms of gross merchandise volume in China in 2013.	74	Re Taobao Marketplace - iResearch Report: 2014 China Online Shopping Report	11

6

74-B In 2013, Alipay was the largest online third-party payment services provider in China by total payment volume, according to iResearch.	74	iResearch Report: China Online Third-party Payment Market Structure Remains Stable	Whole document
74-C In 2010, we also launched our Mobile Taobao App, which has been the most popular mobile commerce app in China by MAUs every month since August 2012, according to iResearch.	74	iResearch Data: Numbers of Taobao APP monthly unique users in e-Commerce (large class) since August 2012	Whole document
		iResearch data regarding top ten mobile APPs in China by monthly unique users in MUT for March 2014 and for March 2014 and for subsequent months thereafter
86-A We are the largest online and mobile commerce company in the world in terms of gross merchandise volume in 2013, according to the IDC GMV Report.	86	IDC Report: Global eCommerce Platforms Ranking by Gross Merchandise Volume	2
86-B We operate Taobao Marketplace, China’s largest online shopping destination, Tmall, China’s largest third-party platform for brands and retailers, in each case in terms of gross merchandise volume, and Juhuasuan, China’s most popular group buying marketplace by its monthly active users, in each case in 2013 according to iResearch.	86	Re Taobao Marketplace - iResearch Report: 2014 China Online Shopping Report	11
		Re Tmall - Same report as above	17
		Re Juhuasuan - iResearch Data: Traffic data ranking of Juhuasuan in IUT in 2013	Whole document
86-C We operate Alibaba.com, China’s largest global wholesale marketplace in 2013 by revenue, according to iResearch,…	86	iResearch Report: 2014 China SME B2B E-Commerce Sector report	13
97-A … UCWeb, China’s largest mobile browser company, according to iResearch…	97	iResearch: Top 10 Mobile Applications in China	Whole document
99-A UCWeb, the leading developer of mobile web browsers in China, according to iResearch	99	iResearch: Top 10 Mobile Applications in China	Whole document

7

120-A According to the National Bureau of Statistics of China, the year-over-year increase in the consumer price index in calendar years 2011, 2012 and 2013 was 5.4%, 2.6% and 2.6%, respectively.	120	National Bureau of Statistics: Publication of CPI Data in 2011, 2012 and 2013	Whole document
132-A We are the largest online and mobile commerce company in the world in terms of gross merchandise volume in 2013, according to the IDC GMV Report.	132	IDC Report: Global eCommerce Platforms Ranking by Gross Merchandise Volume	2
133-A We operate Taobao Marketplace, China’s largest online shopping destination, Tmall, China’s largest thirdparty platform for brands and retailers, in each case in terms of gross merchandise volume, and Juhuasuan, China’s most popular group buying marketplace by its monthly active users, in each case in 2013 according to iResearch.	133	Re Taobao Marketplace - iResearch Report: 2014 China Online Shopping Report	11
		Re Tmall - Same report as above	17
		Re Juhuasuan - iResearch Data: Traffic data ranking of Juhuasuan in IUT in 2013	Whole document
133-B In addition to our three China retail marketplaces, we operate Alibaba.com, China’s largest global online wholesale marketplace in 2013 by revenue, according to iResearch,…	133	iResearch Report: 2014 China SME B2B E-Commerce Sector report	13
135-A (2) According to iResearch for the three months ended March 31, 2014.	135	iResearch Report: 2014 Q1 China Mobile Internet Report	7
135-B (4) … 9.2 billion packages delivered in the twelve months ended December 31, 2013 by delivery services meeting certain minimum revenue thresholds in China, according to the State Post Bureau of the PRC.	135	State Post Bureau: 2013 Postal Industrial Operating Metrics	1
136-A China’s real consumption in 2013 was 36.5% of total GDP, which is a rate that is significantly lower than that of other countries, such as the United States, which had a consumption penetration rate of 66.8% in 2013, according to Euromonitor International.	136	Letter of authorization of Euromonitor regarding the approved text	Whole document

8

136-B According to CNNIC, China had the world’s largest Internet population with 618 million users as of December 31, 2013.	136	CNNIC: The 33rd China Internet Development Statistic Report	15 and 19
		CIA World Factbook – Population by Country	Whole document
		Number of Internet users in India	1
136-C According to CNNIC, China had 302 million online shoppers in 2013.	136	CNNIC: The 33rd China Internet Development Statistic Report	38
136-D China has the world’s largest mobile Internet user base with 500 million users as of December 31, 2013, according to CNNIC, …	136	CNNIC: The 33rd China Internet Development Statistic Report	19
		CIA World Factbook – population by country	Whole document
		The Economic Times article regarding number of internet users of India and that by country	1
136-E Overall, online shopping, which represented 7.9% of the total China consumption in 2013, is projected to grow at a CAGR of 27.2% from 2013 to 2016, according to iResearch, …	136	iResearch Report: 2014 China Online Shopping Report	8
137-A Growth in China Consumption. China’s real GDP of RMB58.0 trillion (US$9.3 trillion) in 2013 is projected to grow at a CAGR of 7.4% from 2013 to 2016, according to Euromonitor International.	137	Letter of authorization of Euromonitor regarding the approved text	Whole document
137-B Real consumption in China is projected to experience a higher rate of growth at a CAGR of 8.6% during the same period, according to Euromonitor International, thus becoming an increasingly important contributor to the Chinese economy.	137	Letter of authorization of Euromonitor regarding the approved text	Whole document
137-C The proportion of GDP accounted for by consumption in China was 36.5% in 2013, a level which was significantly lower than the United States, the United Kingdom, Japan and Germany, according to Euromonitor International.	137	Letter of authorization of Euromonitor regarding the approved text	Whole document

9

137-D	137	Letter of authorization of Euromonitor regarding the approved text	Whole document
137-E	137	Letter of authorization of Euromonitor regarding the approved text	Whole document
137-F	137	Letter of authorization of Euromonitor regarding the approved text	Whole document

10

137-G According to the National Bureau of Statistics of China, the real annual per capita income of rural households and urban households in China increased by CAGRs of 10.2% and 8.5% between 2008 and 2013, respectively.	137	Statistical Communique of the People’s Republic of China on the 2009 National Economic and Social Development	25
		Statistical Communique of the People’s Republic of China on the 2010 National Economic and Social Development	21
		Statistical Communique of the People’s Republic of China on the 2011 National Economic and Social Development	21
		Statistical Communique of the People’s Republic of China on the 2012 National Economic and Social Development	20
		Statistical Communique of the People’s Republic of China on the 2013 National Economic and Social Development	19
		Letter of authorization of Euromonitor regarding the approved text	Whole document

11

137-H In addition, the household savings rate in China declined from 40.4% in 2009 to 39.5% in 2013, according to Euromonitor International.	137	Letter of authorization of Euromonitor regarding the approved text	Whole document
138-A … Internet users in China grew from 298 million, or 22.6% of China’s total population, as of the end of 2008 to 618 million, or 45.8% of the total population, as of the end of 2013, according to CNNIC.	138	CNNIC: The 33rd China Internet Development Statistic Report	15
138-B According to iResearch, China’s Internet population is projected to grow to 790 million by the end of 2016.	138	iResearch Report: 2014 China Mobile Internet Report	5
138-C	138	iResearch Report: 2014 China Mobile Internet Report CNNIC: The 33rd China Internet Development Statistic Report IDC Japan Internet IDC U.S. Internet IDC U.K. Internet IDC Germany Internet	5 15 Whole document Whole document Whole document Whole document
138-D According to CNNIC, there were 302 million Internet shoppers in China in 2013, representing 48.9% of total Internet users, compared to 74.2% in the United States in the same year, according to IDC.	138	CNNIC: The 33rd China Internet Development Statistic Report IDC Japan Internet IDC U.S. Internet IDC U.K. Internet IDC Germany Internet	38 Whole document Whole document Whole document Whole document

12

139-A According to an estimate by Euromonitor International, China’s consumption expenditures in 2013 for food and non-alcoholic beverages, health goods and medical services and recreation and culture were RMB5,520 billion (US$888 billion), RMB1,397 billion (US$225 billion) and RMB443 billion (US$71 billion), respectively.	139	Letter of authorization of Euromonitor regarding the approved text	Whole document
139-B	139	Letter of authorization of Euromonitor regarding the approved text	Whole document

13

139-C Growth in Mobile Usage. Despite China’s relatively low Internet penetration rate, China’s mobile Internet user base reached 500 million as of December 31, 2013, according to CNNIC.	139	CNNIC: The 33rd China Internet Development Statistic Report	19
139-D Smartphone shipments in China reached 351 million in 2013 and will exceed 428 million in 2014, according to projections by IDC.	139	IDC Press Release: Smartphone Prices Race to the Bottom as Emerging Markets Outside of China Come into the Spotlight for Future Growth IDC Press Release: 2014 Technology Outlook for China’s Growing Mobile Phone Industry Confirmation from IDC regarding the updated estimate on the shipment number of smartphones in 2014	Whole document Whole document Whole document

14

139-E As of December 31, 2012, there were 127 cities in China with populations greater than 1 million, according to the National Bureau of Statistics of China.	139	Statistics of China Provincial Cities and Major Cities	24
139-F According to Euromonitor International, the top 20 retailers in China had a combined market share of approximately 11.5% in 2013, as compared with approximately 39.8% in the United States in the same period.	139	Euromonitor: Top 20 retailers in China and US	1 and 2
140-A In 2013, per capita retail space in China was 0.6 square meters, which was significantly lower than that in the United States, the United Kingdom, Japan and Germany, according to Euromonitor International.	140	Letter of authorization of Euromonitor regarding the approved text	Whole document
140-B As seen in the table below, approximately 60% of retail sales in 2012 was attributable to regions outside of tier 1 and 2 cities, according to the National Bureau of Statistics of China.	140	Statistics of China Provincial Cities and Major Cities	11
140-C In addition to the 35 tier 1 and tier 2 cities that have populations of over 1 million each, there are 92 other cities with populations greater than one million as of December 31, 2012, according to the National Bureau of Statistics of China.	140	Statistics of China Provincial Cities and Major Cities	1 and 24

15

140-D	140	Statistics of China Provincial Cities and Major Cities	11
141-A According to iResearch, China’s online shopping is expected to increase from RMB1,841 billion (US$296 billion) in 2013 to RMB3,790 billion (US$ 610 billion) in 2016 at a CAGR of 27.2%.	141	iResearch Report: 2014 China Online Shopping Report iResearch Report: 2013 China Online Shopping Industry in the PC and Mobile Segments	8 1
141-B China’s online shopping penetration rate, defined as online shopping market size as a percentage of total consumption, is also expected to increase from 7.9% in 2013 to 11.5% at the end of 2016, according to iResearch.	141	iResearch Report: 2014 China Online Shopping Report	8
141-C	141	iResearch Report: 2011 China Online Shopping Revenue Reached RMB773.56 Billion iResearch Report: 2013 China Online Shopping Industry in the PC and Mobile Segments	2 1
141-D	141	Same as above	Same as above

16

142-A According to iResearch, •     mobile GMV transacted on our China retail marketplaces accounted for 76.4% of total mobile retail GMV in China in the three months ended March 31, 2014;	142	iResearch Report: 2014 Q1 China Mobile Internet Report	7
142-B •     our Mobile Taobao App has been the most popular mobile commerce app in China by mobile MAUs every month since August 2012;	142	iResearch Data: Numbers of Taobao APP monthly unique users in e-Commerce (large class) since August 2012 iResearch data regarding top ten mobile APPs in China by monthly unique users in MUT for March 2014 and for March 2014 and for subsequent months thereafter	Whole document
142-C •     the mobile payment application developed by Alipay that powers payments on our apps as well as on third-party mobile commerce apps has been China’s leading mobile payment application by mobile MAUs since August 2012; and	142	iResearch Data: Numbers of Alipay APP monthly unique users in financial services in MUT since August 2012	Whole document
142-D •     the Mobile Taobao App, Alipay and the UCWeb mobile browser were three of the top five mobile apps in China based on mobile MAUs in April 2014 (the most recently available month).	142	iResearch: Top 10 Mobile Applications in China	Whole document

17

143-A … 9.2 billion packages that, according to the State Post Bureau of the PRC, were delivered by delivery companies in China meeting certain minimum revenue thresholds.	143	State Post Bureau: 2013 Postal Industrial Operating Metrics	1
144-A In addition, mobile GMV transacted on our China retail marketplaces accounted for 76.2% and 76.4% of total mobile retail GMV in China in the twelve months ended December 31, 2013 and the three months ended March 31, 2014, respectively, according to iResearch.	144	iResearch Report: 2014 China Mobile Internet Report iResearch Report: 2014 Q1 China Mobile Internet Report	25 7
147-A According to Forrester Research, Tmall and Taobao Marketplace received the number one and number two highest Customer Experience Index rankings, respectively, among all the retailers that Forrester tracked in China in 2014.	147	Forrester Research: The Customer Experience Index, China 2014	8 and 10
147-B In the Forrester study, of the 46 Chinese and non-Chinese brands surveyed in the retail, airline, hotel and banking industries, Tmall was the only retail industry brand out of a total of four brands that received an “excellent” overall ranking. It also received an excellent score for “meeting needs” and “being easy to do business with.”	147	Same as above	2, 4, 9 and 10
152-A According to iResearch, Taobao was the number one C2C marketplace in terms of gross merchandise volume in China in 2013.	152	Re Taobao Marketplace - iResearch Report: 2014 China Online Shopping Report	11
152-B Our Mobile Taobao App has been the most popular mobile commerce app in China from August 2012 to April 2014 (the most recent month available) in terms of mobile MAUs, according to iResearch.	152	iResearch Data: Numbers of Taobao APP monthly unique users in e-Commerce (large class) since August 2012 iResearch data regarding top ten mobile APPs in China by monthly unique users in MUT for March 2014 and for March 2014 and for subsequent months thereafter	Whole document
157-A According to iResearch, Tmall is the largest brands and retail platform in China in terms of GMV in 2013, including direct sales companies and platform operators.	157	iResearch Report: 2014 China Online Shopping Report	17

18

164-A … Juhuasuan was the most popular online group buying marketplace in China based on its monthly active users in 2013, according to iResearch.	164	iResearch Data: Traffic data ranking of Juhuasuan in IUT in 2013	Whole document
168-A Alibaba.com … was China’s largest global online wholesale marketplace by revenue in 2013, according to iResearch.	168	iResearch Report: 2014 China SME B2B E-Commerce Sector report	13
182-A In 2012, more than 60% of the phishing sites in China were identified and reported by our security technology according to the 2012 annual report of the Anti-Phishing Alliance of China, a sub-division of CNNIC.	182	2012 Anti-Phishing Alliance of China Report	7

19

(B) Photocopies of Supporting Documents

1. IDC Report: Global eCommerce Platforms Ranking by Gross Merchandise Volume

2. iResearch Report: 2014 China Online Shopping Report (2014 年中国网络购物行业年度监测报告)

3. iResearch Data: Traffic data ranking of Juhuasuan in IUT in 2013

4. UPS 2013 Annual Report

5. Euromonitor: Retail Space (China and U.S.)

6. Euromonitor: Retail Space Per Capita (Japan, Germany and U.K.)

7. Euromonitor: Population (China and U.S.)

8. iResearch Report: 2014 China SME B2B E-Commerce Sector report (2014 年中国中小企业 B2B 电子商务行业年度监测报告)

9. iResearch Report: 2014 China Mobile Internet Report (2014 年中国移动互联网行业年度研究报告)

10. iResearch Report: 2014 Q1 China Mobile Internet Report (2014 年第一季度中国移动互联网行业年度研究报告)

11. State Post Bureau: 2013 Postal Industrial Operating Metrics (国家邮政局：2013 年邮政行业运行情况)

12. Statistical Communique of the People’s Republic of China on the 2009 National Economic and Social Development

13. Statistical Communique of the People’s Republic of China on the 2010 National Economic and Social Development

14. Statistical Communique of the People’s Republic of China on the 2011 National Economic and Social Development

15. Statistical Communique of the People’s Republic of China on the 2012 National Economic and Social Development

16. Statistical Communique of the People’s Republic of China on the 2013 National Economic and Social Development

17. IDC Japan Internet, U.S. Internet, U.K. Internet, Germany Internet

18. CNNIC: The 33^rd China Internet Development Statistic Report (中国互联网络信息中心：第 33 次中国互联网络发展统计报告)

19. Number of Internet users in India

20. The Economic Times article regarding number of internet users of India and that by country

21. CIA World Factbook – Population by Country

22. National Bureau of Statistics: Summary of GDP for the First Quarter (国家统计局：一季度国民经济开局平稳 总体良好)

23. CNNIC: The 5^th China Internet Development Statistic Report (中国互联网络信息中心：第 2 次中国互联网络发展统计报告)

24. CNNIC: The 13^th China Internet Development Statistic Report (中国互联网络信息中心：第 13 次中国互联网络发展统计报告)

25. CNNIC: The 15th China Internet Development Statistic Report (中国互联网络信息中心：第 15 次中国互联网络发展统计报告)

26. CNNIC: The 21st China Internet Development Statistic Report (中国互联网络信息中心：第 21 次中国互联网络发展统计报告)

27. CNNIC: The 23th China Internet Development Statistic Report (中国互联网络信息中心：第 23 次中国互联网络发展统计报告)

28. CNNIC: The 25th China Internet Development Statistic Report (中国互联网络信息中心：第 25 次中国互联网络发展统计报告)

29. CNNIC: The 27th China Internet Development Statistic Report (中国互联网络信息中心：第 27 次中国互联网络发展统计报告)

30. iResearch: China Online Third-party Payment Market Structure Remains Stable

31. iResearch Data: Numbers of Taobao APP monthly unique users in e-Commerce (large class) since August 2012

32. iResearch data regarding top ten mobile APPs in China by monthly unique users in MUT for March 2014 and for March 2014 and for subsequent months thereafter

33. National Bureau of Statistics: Publication of CPI Data in 2011, 2012 and 2013

34. The Economic Times article regarding number of internet users of India

35. Statistical Communiqué of the People’s Republic of China on the 2008 National Economic and Social Development

36. Statistical Communiqué of the People’s Republic of China on the 2013 National Economic and Social Development

37. Letter of authorization of Euromonitor regarding the approved text

38. IDC Press Release: Smartphone Prices Race to the Bottom as Emerging Markets Outside of China Come into the Spotlight for Future Growth

20

39. IDC Press Release: 2014 Technology Outlook for China’s Growing Mobile Phone Industry

40. Confirmation from IDC regarding the updated estimate on the shipment number of smartphones in 2014

41. Statistics of China Provincial Cities and Major Cities

42. Euromonitor: Top 20 Retailers in China and US

43. Euromonitor: China and US population 2010 - 2015

44. iResearch Report: 2011 China Online Shopping Revenue Reached RMB773.56 Billion (2011 年中国网络购物交易规模达 7735.6 亿元)

45. iResearch Report: 2013 China Online Shopping Industry in the PC and Mobile Segments (2013 年中国网络购物行业 PC 端增速放缓，移动端爆发)

46. iResearch Data: Numbers of Alipay APP monthly unique users in financial services in MUT since August 2012

47. iResearch: Top 10 Mobile Applications in China

48. Forrester Research: The Customer Experience Index, China 2014

49. 2012 Anti-Phishing Alliance of China Report (中国反钓鱼网站联盟 2012 年工作报告)

21

Appendix 2 to the Letter to the SEC dated June 16, 2014

Summary Organization Chart
Board of Directors
Strategic Committee “CODM”
Customer Facing Units [Managers]
Alibaba.com [Sophie Minzhi WU]
1688.com [Sophie Minzhi WU]
AliExpress [Qian WU]
Taobao [Jeff Jianfeng ZHANG]
Tmall.com [Yulei WANG]
Juhuasuan [Yulei WANG]
Yun OS [Peng JIANG]
Cloud Computing [Peng JIANG]
Restaurant and Take-Out [Yulei WANG]
Video [Chunning LIU]
Travel [Shaohua LI]
Music [Chunning LIU]
Digital Map [Yongfu YU]
Games [Chunning LIU]
Digital Books [Chunning LIU]
Mobile Browser [Yongfu YU]
Shared
Services
Platforms
[Managers]
Online marketing services [Hua WANG]
Search technology platform [Jeff Jianfeng ZHANG]
Merchant services platform [Xiruo WANG]
Infrastructure operations [Zhenfei LIU]
Security platform [Xiaofeng SHAO]
Back end
support
departments
[Managers]
Procurement platform [Pei WANG]
Human resources, finance, legal, corporate affairs, administration etc. [Various managers]
Confidential
Alibaba Group