论文部分内容阅读
Hong Kong， Shanghai or New York， Alibaba must be confused for the place of its IPO. Rejected by Hong Kong but accepted by New York， is the special partnership structure of Alibaba going to be a help or a hindrance for the company’s development？
Ma Yun， Board Chairman of Alibaba， is the designer of the partnership structure. It is him who stuck to this pattern， leading to the cold rejection from Hong Kong. But the God is merciful to Ma Yun and his company as His Grace opened the door of the U.S. stock market to Alibaba.
As one of the most famous ecommerce companies in China – and in the world， Alibaba has several subsidiary branches， such as the payment tool Alipay， the B2C sector Tmall and the B2B sector Alibaba， get listed in the Shenzhen Stock Exchanges or its counterpart in Shanghai. But the management of Alibaba is not satisfied with the“scattered forces” as this time， it wants to move the whole group into the public offering.
It is said that Alibaba’s IPO is a result of its urgency to take back its shares held by Yahoo. These two part- ner-turned enemies started their rancor in August 2005 when they were much friendlier to each other.
At that time， Alibaba and Yahoo announced that the Chinese company acquired all the assets of Yahoo in China and got the US$1-billion investment from Yahoo. In exchange， Yahoo got 40 of Alibaba’s shares and 35% of voting rights.
The consequence is： Alibaba fought furiously against eBay in China with the US$1 billion from Yahoo and finally forced the U.S. giant to drop the Chinese market.
Smooth course， right？ It might be so at that time， yet the 40% shares held by Yahoo， which was then the largest shareholder of Alibaba， was like a bone in the throat for Ma Yun since he and his partners， the top-level management of Alibaba， only held 10% of the company’s stock.
Therefore， Ma Yun immediately threw himself into the job of buying back the shares of Alibaba from Yahoo. In May 2012， the two companies reached an agreement about Alibaba’s buying back half of its shares held by Yahoo – 20% of its total shares. The agreement also clarified that Alibaba could only continue to buy the rest of the shares if it goes public before the end of 2015.
This is considered to be the deadline for the public offering of Alibaba. It is also the reason for Ma Yun to design the partnership structure.
What Is the Partnership Structure？ The said partnership structure was started in September 2009 when Ma Yun and other founders of Alibaba suddenly resigned from their original posts. In 2010， the system was officially initiated.
It is said that there are 28 partners in this system. No source has confirmed who the 28 people are. Its CEO Lu Zhaoxi， vice board chairman Jesophe Tsai， Chief Risk Officer Shao Xiaofeng and other chiefs are among the partners. However， the level of the position is not the only condition for becoming a partner， since “some middle-level executives that have made remarkable contributions to the company are also chosen as partners.
Ma Yun said in an email sent to all employees of Alibaba that the partners of Alibaba are the operators of the company， constructors of the business， inheritors of the culture and shareholders of Alibaba. The partners of Alibaba must have been working in the company for more than five years. They must possess excellent leading skill and highly recognize the culture and value concept of Alibaba.
The email also clarified that the partners are chosen once a year and there is no upper limit for the number as the candidate can get the partnership once 75% approvals are gained.
From the very start of the initiation of the partnership structure， it is considered to be a weapon of Alibaba’s IPO. Presently， Ma Yun and the senior executives sharing the same idea with him only take 10% of the shares of the company while SoftBank and Yahoo respectively hold 36.7% and 24% of the shares. If the seats in the board of directors are allocated according to the shareholdings， Alibaba’s top management will lose the control to the outsiders.
What NVC， a Shanghai-based illumination service supplier， went through might set up the alert for Ma Yun. Wu Changjiang， the founder of NVC， failed to apply for IPO in Hong Kong and lost the control of the company before being ousted by the major shareholders.
Therefore， the partnership structure is designed to keep Alibaba under the control of Ma Yun and his followers. The partners are given the right to nominate half of the directors of the board， which is considered the biggest right of them and the essence of the partnership structure.
However， such a structure also costs Alibaba dearly. The incompatibility of this company with the A-share market in China represented by the Shanghai Stock Exchanges is not only related with the partnership structure， but also with its shareholding structure. According to Zhang Qi， an analyst of Qingke Research Center， says that Alibaba’s registered place and the number of shareholders do not meet the conditions of going public in China’s A-share market.
First of all， the companies that go public in China must be registered in China. But Alibaba built the Variety Interest Entity structure. Since the company is registered in Cayman Islands， it has no qualification to go public in Shanghai or Shenzhen.
In addition， Zhang Qi says that Alibaba needs to curb the number of employees holding the stakes to reduce the number of shareholders to within 200， but it has become a kind of culture for Alibaba to let a lot employees hold its shares.
Joseph Tsai， co-founder of Alibaba， says： “If Ali wants to be an international company， it must let in the international capital. However， the A-share market has great limitations over the foreign capital trade. This is also a reason why we do not go public in Shanghai.”
Falling out with Hong Kong
Having no way to go public in mainland China， Hong Kong seems to be the best choice. Even though Ma Yun once said he did not care where Alibaba went public， it still began the negotiation with the Hong Kong Exchanges and Clearing and Securities & Futures Commission of Hong Kong.
However， the negotiation did not go very well. Even Chou Chung-kong， chairman of Hong Kong Exchanges and Clearing， has expressed his welcome for Alibaba’s IPO in Hong Kong， his charm could not extend to the regulators， which insists that the seats in the directorate should be in accordance with the shareholding rights. It has no way to accept the controversial partnership structure of Alibaba.
Ceajer Ka-keung Chan， Secretary of Financial Services and The Treasury in Hong Kong， says that the rules of IPO in Hong Kong cannot allow the dual-class share structure and it must hold to the principle of the “same share， same rights” for the interest of the investors.
Mr. Chan made the announcement on October 9， which almost ended the negotiation. Before that， Charles Li， executive president of Hong Kong Ex-changes and Clearing， also rejected Alibaba’s IPO plan in a more roundabout way. On October 10， Joseph Tsai rejected Hong Kong and said that Alibaba could never abandon the partnership structure. Lu Zhaoxi， CEO of Alibaba， also said that Hong Kong needed more time to get used to the new things
It has to say that Hong Kong is quite bold to reject Aliabab’s IPO. Presently， this Chinese ecommerce leviathan has the estimated market value of US$120 billion， ranking No. 3 in all of the Internet companies behind Google and Amazon. Earnest & Young says that the size of Alibaba’s IPO is close to 100 billion Hong Kong dollars or US$12.9 billion. It is going to be the world’s second biggest IPO deal after Facebook and the second biggest IPO deal ever happening in Hong Kong after AIG. Therefore， if Alibaba went public in Hong Kong， it would be doubtlessly a “stimulant” to the depressed IPO market of Hong Kong. However， Hong Kong still rejected Alibaba’s IPO. It is a respectful decision and has revealed Hong Kong financial regulator’s determination to treat every player equally no matter how big they are. The refusal is also a warning for other companies in mainland China that are going to go public in Hong Kong. The rules of Hong Kong must be obeyed and no one will get the “privileges” unless the rules are changed.
Hong Kong’s decision is respectful， but is it a good one？ Chou Chung- kong was disappointed and annoyed by the result. His thoughts were shared by Ke Jingming， partne of Derun Lawyer Firm in Beijing. Ke says that Hong Kong should step forward and make some changes to accept the dual-class shareholding structure and the partnership structure. In addition， it needs to change its stock market which is dominated by property tycoons like Li Kashing and give way to hi-tech companies like Alibaba.
Ke also advised Alibaba to be less stubborn and stop bringing up the“partnership structure” from time to time. In his opinion， the “dual-class share structure”， which has had international cases， might be more easily accepted by Hong Kong.
Broke up， but Still Attached
The international cases about “dual-class share structure” happened in the U.S. stock market， which undoubtedly became the next choice for Alibaba. The dual class share structure can consist of stocks such as Class A and Class B shares， and where the different classes have distinct voting rights and dividend payments. Two share classes are typically issued： one share class is offered to the general public， and the other is offered to company founders， executives and family. The class offered to the general public has limited voting rights， while the class available to founders and executives has more voting power and often provides a majority control of the company.
This structure is almost the same to the partnership structure of Alibaba despite the titles and slight difference. In the U.S. stock market， Google， Facebook and NewsCorp all went public in that way. With these giants paving the way， it is no wonder that the New York Stock Exchanges （NYSE） and NASDAQ have accepted the partnership structure by October 21， only 10 days after Alibaba made the application.
It seems that the U.S. is a good choice for Alibaba to go public from every perspective. The written letters of confirmation from NYSE and NASDAQ all make it clear that the partnership structure of Alibaba completely conforms to the rule of going public in the U.S. Several venture investors from Silicon Valley says that they understand and respect Alibaba’s partnership structure， which is considered to be a scarce innovative system by Morgan Stanley. A lawyer from Silicon Valley says that Alibaba’s IPO in China has no technological barriers. Since Yahoo owns 24% of the stocks of Alibaba， the U.S. market regulators can get to know the financial data of Alibaba through Yahoo. And the compliance of Alibaba in the finance can be well served in the U.S. market， thus ridding it of any problems of getting used to the information disclosure system in the U.S.
A source from Alibaba says： “The partnership can give partners of Alibaba– the core managers of the company– a larger voice in the decision-making process and reduce the impact of shortterm market fluctuations， so the longterm interest of clients， company and all shareholders can be guaranteed.”
Well， since every party is pleased at the acceptance of partnership in the U.S. So the storey can end up with Alibaba making its IPO in the NYSE or NASDAQ. A happy ending on the horizon， right？ But Alibaba is not the Alibaba without any incidents in anything it is involved.
This time， Alibaba seems to be a love-struck girl who cannot forget her ex-boyfriend. Even though the U.S. stock market has tried to pave the way for it to move in， it still misses Hong Kong’s charm as if the harsh denial a month ago never happened. Even before the U.S. gave the nod， Joseph Tsai says that if “some stock exchanges regret the decision they made， we might reconsider it” – such a typical attitude.
The affection for Hong Kong is rooted in the risks in the U.S. If Alibaba indeed makes its IPO across the Pacific， it has to face the Alipay Incident， which refers to the action of Alibaba Group’s non-authorized transfer of Alipay’s shares to Zhejiang Alibaba Ecommerce Co.， Ltd in 2011. Such a move directly brought down the credit rating of China’s conceptual stock in the U.S. The Wall Street was shocked by the fact that“small shareholders can move the biggest asset to a third-party”. Some fund managers even wanted to sue against Alibaba， and they still want it now.
In addition， Alibaba’s Tmall and Taobao were not well famed in the U.S. because of the rampancy of fake products. Even though the U.S. Trade Office has already removed Taobao from the list of “notorious markets” in the world， small vendors that sell fake products could not be completely eliminated. Thus if Alibaba goes public in the U.S.， it might face a lot of accusations in the intellectual property and copyright.
Therefore， Hong Kong is still the No. 1 choice for Alibaba’s IPO. New York？ Just Plan B.
Ma Yun， Board Chairman of Alibaba， is the designer of the partnership structure. It is him who stuck to this pattern， leading to the cold rejection from Hong Kong. But the God is merciful to Ma Yun and his company as His Grace opened the door of the U.S. stock market to Alibaba.
As one of the most famous ecommerce companies in China – and in the world， Alibaba has several subsidiary branches， such as the payment tool Alipay， the B2C sector Tmall and the B2B sector Alibaba， get listed in the Shenzhen Stock Exchanges or its counterpart in Shanghai. But the management of Alibaba is not satisfied with the“scattered forces” as this time， it wants to move the whole group into the public offering.
It is said that Alibaba’s IPO is a result of its urgency to take back its shares held by Yahoo. These two part- ner-turned enemies started their rancor in August 2005 when they were much friendlier to each other.
At that time， Alibaba and Yahoo announced that the Chinese company acquired all the assets of Yahoo in China and got the US$1-billion investment from Yahoo. In exchange， Yahoo got 40 of Alibaba’s shares and 35% of voting rights.
The consequence is： Alibaba fought furiously against eBay in China with the US$1 billion from Yahoo and finally forced the U.S. giant to drop the Chinese market.
Smooth course， right？ It might be so at that time， yet the 40% shares held by Yahoo， which was then the largest shareholder of Alibaba， was like a bone in the throat for Ma Yun since he and his partners， the top-level management of Alibaba， only held 10% of the company’s stock.
Therefore， Ma Yun immediately threw himself into the job of buying back the shares of Alibaba from Yahoo. In May 2012， the two companies reached an agreement about Alibaba’s buying back half of its shares held by Yahoo – 20% of its total shares. The agreement also clarified that Alibaba could only continue to buy the rest of the shares if it goes public before the end of 2015.
This is considered to be the deadline for the public offering of Alibaba. It is also the reason for Ma Yun to design the partnership structure.
What Is the Partnership Structure？ The said partnership structure was started in September 2009 when Ma Yun and other founders of Alibaba suddenly resigned from their original posts. In 2010， the system was officially initiated.
It is said that there are 28 partners in this system. No source has confirmed who the 28 people are. Its CEO Lu Zhaoxi， vice board chairman Jesophe Tsai， Chief Risk Officer Shao Xiaofeng and other chiefs are among the partners. However， the level of the position is not the only condition for becoming a partner， since “some middle-level executives that have made remarkable contributions to the company are also chosen as partners.
Ma Yun said in an email sent to all employees of Alibaba that the partners of Alibaba are the operators of the company， constructors of the business， inheritors of the culture and shareholders of Alibaba. The partners of Alibaba must have been working in the company for more than five years. They must possess excellent leading skill and highly recognize the culture and value concept of Alibaba.
The email also clarified that the partners are chosen once a year and there is no upper limit for the number as the candidate can get the partnership once 75% approvals are gained.
From the very start of the initiation of the partnership structure， it is considered to be a weapon of Alibaba’s IPO. Presently， Ma Yun and the senior executives sharing the same idea with him only take 10% of the shares of the company while SoftBank and Yahoo respectively hold 36.7% and 24% of the shares. If the seats in the board of directors are allocated according to the shareholdings， Alibaba’s top management will lose the control to the outsiders.
What NVC， a Shanghai-based illumination service supplier， went through might set up the alert for Ma Yun. Wu Changjiang， the founder of NVC， failed to apply for IPO in Hong Kong and lost the control of the company before being ousted by the major shareholders.
Therefore， the partnership structure is designed to keep Alibaba under the control of Ma Yun and his followers. The partners are given the right to nominate half of the directors of the board， which is considered the biggest right of them and the essence of the partnership structure.
However， such a structure also costs Alibaba dearly. The incompatibility of this company with the A-share market in China represented by the Shanghai Stock Exchanges is not only related with the partnership structure， but also with its shareholding structure. According to Zhang Qi， an analyst of Qingke Research Center， says that Alibaba’s registered place and the number of shareholders do not meet the conditions of going public in China’s A-share market.
First of all， the companies that go public in China must be registered in China. But Alibaba built the Variety Interest Entity structure. Since the company is registered in Cayman Islands， it has no qualification to go public in Shanghai or Shenzhen.
In addition， Zhang Qi says that Alibaba needs to curb the number of employees holding the stakes to reduce the number of shareholders to within 200， but it has become a kind of culture for Alibaba to let a lot employees hold its shares.
Joseph Tsai， co-founder of Alibaba， says： “If Ali wants to be an international company， it must let in the international capital. However， the A-share market has great limitations over the foreign capital trade. This is also a reason why we do not go public in Shanghai.”
Falling out with Hong Kong
Having no way to go public in mainland China， Hong Kong seems to be the best choice. Even though Ma Yun once said he did not care where Alibaba went public， it still began the negotiation with the Hong Kong Exchanges and Clearing and Securities & Futures Commission of Hong Kong.
However， the negotiation did not go very well. Even Chou Chung-kong， chairman of Hong Kong Exchanges and Clearing， has expressed his welcome for Alibaba’s IPO in Hong Kong， his charm could not extend to the regulators， which insists that the seats in the directorate should be in accordance with the shareholding rights. It has no way to accept the controversial partnership structure of Alibaba.
Ceajer Ka-keung Chan， Secretary of Financial Services and The Treasury in Hong Kong， says that the rules of IPO in Hong Kong cannot allow the dual-class share structure and it must hold to the principle of the “same share， same rights” for the interest of the investors.
Mr. Chan made the announcement on October 9， which almost ended the negotiation. Before that， Charles Li， executive president of Hong Kong Ex-changes and Clearing， also rejected Alibaba’s IPO plan in a more roundabout way. On October 10， Joseph Tsai rejected Hong Kong and said that Alibaba could never abandon the partnership structure. Lu Zhaoxi， CEO of Alibaba， also said that Hong Kong needed more time to get used to the new things
It has to say that Hong Kong is quite bold to reject Aliabab’s IPO. Presently， this Chinese ecommerce leviathan has the estimated market value of US$120 billion， ranking No. 3 in all of the Internet companies behind Google and Amazon. Earnest & Young says that the size of Alibaba’s IPO is close to 100 billion Hong Kong dollars or US$12.9 billion. It is going to be the world’s second biggest IPO deal after Facebook and the second biggest IPO deal ever happening in Hong Kong after AIG. Therefore， if Alibaba went public in Hong Kong， it would be doubtlessly a “stimulant” to the depressed IPO market of Hong Kong. However， Hong Kong still rejected Alibaba’s IPO. It is a respectful decision and has revealed Hong Kong financial regulator’s determination to treat every player equally no matter how big they are. The refusal is also a warning for other companies in mainland China that are going to go public in Hong Kong. The rules of Hong Kong must be obeyed and no one will get the “privileges” unless the rules are changed.
Hong Kong’s decision is respectful， but is it a good one？ Chou Chung- kong was disappointed and annoyed by the result. His thoughts were shared by Ke Jingming， partne of Derun Lawyer Firm in Beijing. Ke says that Hong Kong should step forward and make some changes to accept the dual-class shareholding structure and the partnership structure. In addition， it needs to change its stock market which is dominated by property tycoons like Li Kashing and give way to hi-tech companies like Alibaba.
Ke also advised Alibaba to be less stubborn and stop bringing up the“partnership structure” from time to time. In his opinion， the “dual-class share structure”， which has had international cases， might be more easily accepted by Hong Kong.
Broke up， but Still Attached
The international cases about “dual-class share structure” happened in the U.S. stock market， which undoubtedly became the next choice for Alibaba. The dual class share structure can consist of stocks such as Class A and Class B shares， and where the different classes have distinct voting rights and dividend payments. Two share classes are typically issued： one share class is offered to the general public， and the other is offered to company founders， executives and family. The class offered to the general public has limited voting rights， while the class available to founders and executives has more voting power and often provides a majority control of the company.
This structure is almost the same to the partnership structure of Alibaba despite the titles and slight difference. In the U.S. stock market， Google， Facebook and NewsCorp all went public in that way. With these giants paving the way， it is no wonder that the New York Stock Exchanges （NYSE） and NASDAQ have accepted the partnership structure by October 21， only 10 days after Alibaba made the application.
It seems that the U.S. is a good choice for Alibaba to go public from every perspective. The written letters of confirmation from NYSE and NASDAQ all make it clear that the partnership structure of Alibaba completely conforms to the rule of going public in the U.S. Several venture investors from Silicon Valley says that they understand and respect Alibaba’s partnership structure， which is considered to be a scarce innovative system by Morgan Stanley. A lawyer from Silicon Valley says that Alibaba’s IPO in China has no technological barriers. Since Yahoo owns 24% of the stocks of Alibaba， the U.S. market regulators can get to know the financial data of Alibaba through Yahoo. And the compliance of Alibaba in the finance can be well served in the U.S. market， thus ridding it of any problems of getting used to the information disclosure system in the U.S.
A source from Alibaba says： “The partnership can give partners of Alibaba– the core managers of the company– a larger voice in the decision-making process and reduce the impact of shortterm market fluctuations， so the longterm interest of clients， company and all shareholders can be guaranteed.”
Well， since every party is pleased at the acceptance of partnership in the U.S. So the storey can end up with Alibaba making its IPO in the NYSE or NASDAQ. A happy ending on the horizon， right？ But Alibaba is not the Alibaba without any incidents in anything it is involved.
This time， Alibaba seems to be a love-struck girl who cannot forget her ex-boyfriend. Even though the U.S. stock market has tried to pave the way for it to move in， it still misses Hong Kong’s charm as if the harsh denial a month ago never happened. Even before the U.S. gave the nod， Joseph Tsai says that if “some stock exchanges regret the decision they made， we might reconsider it” – such a typical attitude.
The affection for Hong Kong is rooted in the risks in the U.S. If Alibaba indeed makes its IPO across the Pacific， it has to face the Alipay Incident， which refers to the action of Alibaba Group’s non-authorized transfer of Alipay’s shares to Zhejiang Alibaba Ecommerce Co.， Ltd in 2011. Such a move directly brought down the credit rating of China’s conceptual stock in the U.S. The Wall Street was shocked by the fact that“small shareholders can move the biggest asset to a third-party”. Some fund managers even wanted to sue against Alibaba， and they still want it now.
In addition， Alibaba’s Tmall and Taobao were not well famed in the U.S. because of the rampancy of fake products. Even though the U.S. Trade Office has already removed Taobao from the list of “notorious markets” in the world， small vendors that sell fake products could not be completely eliminated. Thus if Alibaba goes public in the U.S.， it might face a lot of accusations in the intellectual property and copyright.
Therefore， Hong Kong is still the No. 1 choice for Alibaba’s IPO. New York？ Just Plan B.