Exhibit (d)
LETTERHEAD OF PATTERSON BELKNAP WEBB & TYLER LLP
April 1, 2010
Citibank, N.A. – ADR Department
388 Greenwich Street
New York, New York 10013
Ladies and Gentlemen:
We refer to the Registration Statement on Form F-6 (the “ Registration Statement ”) to be filed
with the Securities and Exchange Commission (the “ SEC ”) by the legal entity created by the American
Depositary Receipts (“ ADR(s) ”) evidencing American Depositary Shares (“ ADS(s )”), each ADS representing
the right to receive, subject to the terms of the ADR representing such ADS, five (5) shares of common stock
(the “ Shares ”) of Alibaba.com Limited, a company organized under the laws of the Cayman Islands. The
Registration Statement is being filed for the purpose of registering 50,000,000 ADSs under the U.S. Securities
Act of 1933, as amended (the “ Securities Act ”).
Nothing contained herein or in any document referred to herein is intended by this firm to be
used, and the addressees hereof cannot use anything contained herein or in any document referred to herein, as
“tax advice” (within the meaning given to such term by the U.S. Internal Revenue Service (“ IRS ”) in IRS
Circular 230 and any related interpretative advice issued by the IRS in respect of IRS Circular 230 prior to the
date hereof, and hereinafter used within such meaning and interpretative advice). Without admitting that anything
contained herein or in any document referred to herein constitutes “tax advice” for any purpose, notice is hereby
given that, to the extent anything contained herein or in any document referred to herein constitutes, or is or may
be interpreted by any court, by the IRS or by any other administrative body to constitute, “tax advice,” such “tax
advice” is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under
the U.S. Internal Revenue Code of 1986, as amended, or (ii) promoting, marketing or recommending to any
party any transaction or matte