[FORM F-4 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 of each] [EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated November 28, 2014 (the “Agreement”) is entered into by and among Alibaba Group Holding Limited, an exempted company incorporated in the Cayman Islands (the “Company”), and Morgan Stanley & Co. International plc, Citigroup Global Markets Inc., Deutsche Bank AG, Singapore Branch and J.P. Morgan Securities LLC as representatives (the “Representatives”)] [COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth our unaudited consolidated ratio of earnings to fixed charges for each of the periods indicated. The ratio of earnings to fixed charges is calculated by dividing earnings by fixed charges on a historical basis, in each case for the period indicated. For this purpose, fixed charges consist] [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”]