[SIMPSON THACHER & BARTLETT ICBC TOWER, 35 TH 3 GARDEN ROAD HONG KONG (852) 2514-7600 FACSIMILE (852) 2869-7694 DIRECT DIAL NUMBER E-MAIL ADDRESS October 19, 2015 VIA EDGAR Division of Corporation Finance Attention: Ms. Jennifer Thompson, Accounting Branch Chief Mr. Dean Brazier, Staff Attorney Mr. Jarrett Torno, Staff Accountant Re: Alibaba Group Holding Limited Amendment No. 2 to Registration Statement]
[Alibaba Group Announces Non-Binding Proposal to Acquire All Outstanding Shares of Youku Tudou Hangzhou, China, October 16, 2015 Digital entertainment is core to Alibabas strategy of promoting consumption of virtual goods and services. The proposed transaction would expand the existing partnership between Alibaba and Youku, and would combine Alibabas unparalleled data-driven platforms in e-commerce, media and advertising with Youkus market-leading] [2 ALIBABA GROUP HOLDING LIMITED]
[Alibaba Group Announces Non-Binding Proposal to Acquire All Outstanding Shares of Youku Tudou Hangzhou, China, October 16, 2015 Digital entertainment is core to Alibabas strategy of promoting consumption of virtual goods and services. The proposed transaction would expand the existing partnership between Alibaba and Youku, and would combine Alibabas unparalleled data-driven platforms in e-commerce, media and advertising with Youkus market-leading] [2 ALIBABA GROUP HOLDING LIMITED]
[October 16, 2015 The Board of Directors Youku Tudou Inc. 7/F, Tower B, World Trade Center No. 36 North Third Ring Road, Dongcheng District Beijing 100029, Peoples Republic of China Dear Members of the Board of Directors: Alibaba we us Company ADSs Acquisition Alibaba Group Holding Limited ( We believe our proposal provides an attractive opportunity for the Companys shareholders] [CONFIDENTIAL EXECUTION VERSION SUPPORT AGREEMENT by and among ALIBABA INVESTMENT LIMITED and the Shareholders listed on Schedule A hereto Dated as of October 16, 2015 TABLE OF CONTENTS Page ARTICLE I GENERAL 1 Section 1.1. Defined Terms 1 ARTICLE II VOTING AND EXCLUSIVITY 5 Section 2.1. Agreement to Vote; Exclusivity 5 Section 2.2.] []
[October 16, 2015 The Board of Directors Youku Tudou Inc. 7/F, Tower B, World Trade Center No. 36 North Third Ring Road, Dongcheng District Beijing 100029, Peoples Republic of China Dear Members of the Board of Directors: Alibaba we us Company ADSs Acquisition Alibaba Group Holding Limited ( We believe our proposal provides an attractive opportunity for the Companys shareholders] [CONFIDENTIAL EXECUTION VERSION SUPPORT AGREEMENT by and among ALIBABA INVESTMENT LIMITED and the Shareholders listed on Schedule A hereto Dated as of October 16, 2015 TABLE OF CONTENTS Page ARTICLE I GENERAL 1 Section 1.1. Defined Terms 1 ARTICLE II VOTING AND EXCLUSIVITY 5 Section 2.1. Agreement to Vote; Exclusivity 5 Section 2.2.] []
[Voting Results of 2015 Annual General Meeting At Alibaba Group Holding Limiteds (the Company) annual general meeting of shareholders held on October 8, 2015 (the AGM), the Companys shareholders elected each of Joseph C. Tsai, Jonathan Zhaoxi Lu, J. Michael Evans and Börje E. Ekholm as a Group I director to serve until the Companys 2018 annual general meeting, and] [2 ALIBABA GROUP HOLDING LIMITED]
[Voting Results of 2015 Annual General Meeting At Alibaba Group Holding Limiteds (the Company) annual general meeting of shareholders held on October 8, 2015 (the AGM), the Companys shareholders elected each of Joseph C. Tsai, Jonathan Zhaoxi Lu, J. Michael Evans and Börje E. Ekholm as a Group I director to serve until the Companys 2018 annual general meeting, and] [2 ALIBABA GROUP HOLDING LIMITED]
[Amendment No. 1 to Under Alibaba Group Holding Limited Cayman Islands 5961 Not Applicable c/o Alibaba Group Services Limited Corporation Service Company (Name, address and telephone number of agent for service) Copies of communications to: Leiming Chen, Esq. William H. Hinman, Jr., Esq. Approximate date of commencement of proposed sale to the public: o o CALCULATION OF REGISTRATION FEE Title] [SIMPSON THACHER & BARTLETT ICBC TOWER, 35TH FLOOR 3 GARDEN ROAD HONG KONG (852) 2514-7600 FACSIMILE (852) 2869-7694 DIRECT DIAL NUMBER E-MAIL ADDRESS October 2, 2015 Alibaba Group Holding Limited Ladies and Gentlemen: Leiming Chen Daniel Fertig Adam C. Furber Anthony D. King Celia C.L. Lam Chris K.H. Lin Jin Hyuk Park Kathryn King Sudol Christopher K.S. Wong Resident Partners] [Our ref RDS/604743-000023/8493081v2 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Alibaba Group Holding Limited 26/F Tower One, Times Square 1 Matheson Street Causeway Bay Hong Kong 2 October 2015 Dear Sirs Alibaba Group Holding Limited We have acted as Cayman Islands legal advisers to Company Registration Statement Notes 1 Documents Reviewed For the purposes of this opinion, we have reviewed] [SHARE SUBSCRIPTION AGREEMENT between Suning Commerce Group Co., Ltd. and Taobao (China) Software Co., Ltd. Table of Contents RECITALS: 2 ARTICLE I DEFINITIONS 2 ARTICLE II PRIVATE PLACEMENT AND SHARE SUBSCRIPTION 8 ARTICLE III PAYMENT OF SHARE SUBSCRIPTION PRICE AND COMPLETION OF NEW SHARES ISSUANCE 9 ARTICLE IV] [INVESTMENT AGREEMENT dated as of by and between ALIBABA GROUP HOLDING LIMITED and SUNING COMMERCE GROUP CO., LTD. TABLE OF CONTENTS Page ARTICLE IDEFINITIONS AND INTERPRETATION 1 Section 1.01 Definitions 1 Section 1.02 Interpretation and Rules of Construction 7 ARTICLE IIPURCHASE AND SALE OF SECURITIES 7 Section 2.01 Purchase of Issued Shares 7 Section 2.02 Determination of Number of Issued] [Execution Version SHARE SUBSCRIPTION AGREEMENT BETWEEN ALIBABA GROUP HOLDING LIMITED AND 浙江蚂蚁小微金融服务集团有限公司 (ZHEJIANG ANT SMALL AND MICRO FINANCIAL SERVICES GROUP CO., LTD.) TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 2 1.1. Defined Terms 2 1.2. Cross-Reference of Other Definitions 6 1.3. Certain Rules of Construction 7] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-4 of Alibaba Group Holding Limited of our report dated June 25, 2015 relating to the financial statements of Alibaba Group Holding Limited, which appears in such Registration Statement. We also consent to the reference to us under the heading Experts] [THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (Jurisdiction of incorporation (I.R.S. employer if not a U.S. national bank) identification no.) One Wall Street, New York, N.Y. 10286 (Zip code) ALIBABA GROUP HOLDING LIMITED (Exact name of obligor as specified in its charter) Cayman Islands Not Applicable (State or other] [FANGDA PARTNERS 上海 Shanghai ·北京 Beijing ·深圳 Shenzhen ·香港 Hong Kong http://www.fangdalaw.com 上海市南京西路 号 电子邮件 E-mail: email@fangdalaw.com 恒隆广场 期 楼 电 话 Tel.: 86-21-2208-1166 邮政编码： 传 真 Fax: 86-21-5298-5599 文 号 Ref.: 15GC0086 32/F, Plaza 66 Tower 1 1266 Nan Jing West Road Shanghai 200040, PRC Alibaba Group Holding Limited To: October 2, 2015 Re: Legal Opinion on Certain PRC]
[VIA EDGAR October 2, 2015 Re: Registration Statement on Form F-4 Exxon Capital Holdings Corporation Morgan Stanley & Co., Incorporated Shearman & Sterling Exxon Capital 1. The Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes and, to the best of the Companys information and belief without independent investigation, each person participating]
[VIA EDGAR October 2, 2015 Re: Registration Statement on Form F-4 Exxon Capital Holdings Corporation Morgan Stanley & Co., Incorporated Shearman & Sterling Exxon Capital 1. The Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes and, to the best of the Companys information and belief without independent investigation, each person participating]
