United States securities and exchange commission logo
December 18, 2023
Eddie Yongming Wu
Chief Executive Officer
Alibaba Group Holding Limited
26/F Tower One, Times Square
1 Matheson Street, Causeway Bay
Hong Kong S.A.R.
People s Republic of China
Re: Alibaba Group
Holding Limited
Form 20-F for
Fiscal Year Ended March 31, 2023
Response dated
November 27, 2023
File No. 001-36614
Dear Eddie Yongming Wu:
We have reviewed your November 27, 2023 response to our comment
letter and have the
following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your response to this letter, we may have
additional comments. Unless
we note otherwise, any references to prior comments are to comments in
our September 27, 2023
letter.
Form 20-F for Fiscal Year Ended March 31, 2023
Item 5. Operating and Financial Review and Prospects
China Commerce, page 120
1. We have reviewed your
response to prior comment 1. In your response you discuss how
merchants view the
various fees as a holistic package of services. While your customers
may allocate their
funds based on a holistic premise, it appears from your quarterly results
that the Company's
results may be materially impacted by the differing components of
your customer
management revenue. In particular, we noted from your Q3 2023 earnings
release filed together
with your Form 6-K on November 16, 2023 "Customer management
revenue increased by 3%
year-over-year, primarily due to the increase in merchant s
willingness to invest
in advertising, partly offset by the modest decline in online GMV."
Eddie Yongming Wu
Alibaba Group Holding Limited
December 18, 2023
Page 2
We also noted from your Q3 2023 earnings release, the Company upgraded
one of its key
advertising platforms "with the aim of growing the number of merchants
who advertise."
It seems the sources of customer management revenues are impacted by
differing factors,
and can have differing impacts on your business. As such, it appears
the sources of your
customer management revenues may materially impact your china commerce
segment. Please revise to separately quantify advertising and
third-party commissions, or
advise accordingly.
Comparison of Fiscal Years 2022 and 2023, page 134
2. We note your response to prior comment 3 and your proposed revised
disclosure in Annex
B of your response. You have added language that further describes the
reasons for
changes and have, in some instances, quantified percentage changes in
certain factors.
However, your revised disclosure does not provide sufficient
information to determine the
absolute impact of factors cited. For example, you state customer
management revenue
decreased 8% primarily due to a 5% decline in the volume of online
physical goods
GMV. It is not clear the extent to which the 5% decline in volume
impacted customer
management revenue because you provided a percentage of an amount that
is not
quantified. In addition, it does not appear you have quantified the
extent to which changes
are attributable to changes in prices or to changes in volumes or
amount of products or
services being sold. For example, you state direct sales increased 6%
due to growth of
Freshippo and Alibaba Health of 2.8% and 2.5%, but it is not clear how
a financial
statement user would determine the impact of each factor cited.
Therefore, we reissue our prior comment. We believe your disclosure
could be
improved by:
relying on tables to present dollar and percentage changes in
accounts, rather than
including and repeating such information in narrative text form;
using tables to list, quantify, and sum all of the material
individual factors to which
changes in accounts are attributable;
refocusing the narrative text portion of the disclosure on
analysis of the underlying
business reasons for the individual factors in the tables above;
ensuring that all material factors are quantified and analyzed;
and
quantifying the effects of changes in price, volume, and
acquisitions on revenues and
expense categories, where appropriate.
Sales and Marketing Expenses, page 138
3. We have reviewed your response to prior comment 4. To the extent known,
please further
FirstName LastNameEddie Yongming Wu
revise to provide quantification of your decrease in sales and marketing
expenses from
Comapany NameAlibaba
specific segments or Group Holding
individual Limited which had material impacts
on your
businesses
consolidated
December sales 2and marketing expenses.
18, 2023 Page
FirstName LastName
Eddie Yongming Wu
FirstName LastNameEddie Yongming Wu
Alibaba Group Holding Limited
Comapany18,
December NameAlibaba
2023 Group Holding Limited
December
Page 3 18, 2023 Page 3
FirstName LastName
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections,
page 202
4. We note your response to prior comment 8, including Annex D, and have
the following
comments:
With respect to your disclosures under Item 16I(b)(2), please
amend your Form 20-F
to disclose and quantify any ownership interests held by
governmental entities,
including any ownership interests held by state-owned enterprises,
in you and your
consolidated operating entities. In particular, we note your
statement that less than
20 other consolidated entities in [y]our direct sales,
sports-related, logistics and other
businesses have governmental ownership and that these entities,
in the aggregate,
would not be a significant subsidiary as defined in rule 1-02(w) of
Regulation S-X.
When you amend your filing, please provide additional detail beyond
what was
contained in your response about the governmental ownership
interests in these
entities that do not constitute significant subsidiaries in each
relevant jurisdiction,
along with information about the relative impact of these entities
on your financial
statements.
With respect to your disclosures under Item 16I(b)(5), please
confirm in your
supplemental response, if true and without qualification, that your
articles of
incorporation and the articles of your consolidated foreign
operating entities do not
contain wording from any charter of the Chinese Communist Party.
Please note that
neither Form 20-F nor our Release No. 34-93701 limit the required
disclosure to
significant subsidiaries as defined in rule 1-02(w) of Regulation
S-X.
Please contact Abe Friedman at 202-551-8298 or Lyn Shenk at 202-551-3380
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Jennifer Thompson at 202-551-3737 or Jennifer Gowetski at 202-551-3401 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services