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文/DoNews博客作家 杨天南

春天来了,与同道朋友们相约赏樱,谈及资本市场上热议的阿里巴巴私有化话题。入行有深浅,观点各不一。

通常说的上市(Go Public)是一间公司由少数股东拥有变为公众公司;与此相反,私有化(Go Private)就是将一个公众公司退市,回归非公开状态。前者是将公司卖给大众,后者是将公司从大众手里买回来。私有化通常发生在熊市,即股价低迷期,至今尚未见过在牛市沸反盈天之时,哪个大股东提出私有化的建议。俗语“买的没有卖的精”在这里上恐怕需要反过来说。例如十年前科网股泡沫时,李嘉诚儿子李泽楷的电盈股价上摸100港元/股,买家攘攘如过江之鲤,待泡沫破灭之后,跌至2港元,大股东提出私有化,最终遭小股东拼死不从而未果。

近来著名私有化案例的有盛大、复星地产、小肥羊,稍远些有段永基的四通,再远如刘銮雄经常狙击小股东等。相对于大股东的合算买卖,通常却彻底终结了中小股东东山再起的希望。例如2011年复地(HK02337)私有化,对于停牌前2.79港元/股的价格,大股东提出3.50港元的价格私有化,并称合理公平,因为此价高出复地3.255港元的每股净资产,并溢价25%。虽然有记者计算其实际每股净值为16.11港元,将来复地如能在A股上市,大股东翻手赚个上百亿轻而易举,但中小投资人将与此无缘。复星的口号要做“中国的伯克希尔”,对此,有人指出:如果巴菲特也在自己公司股价大跌后玩私有化,恐怕伯克希尔的投资者多会以亏损而告终,不复今日之胜景。

著名的阿里巴巴集团子公司阿里巴巴B2B于2007年11月股市巅峰时在港骑牛上市,代码为吉利无比的1688。2012年2月公司宣布以IPO原价13.50港元私有化,较市价慷慨溢价46%。受此消息影响,复牌之后,该股由停牌前的9.25港元爆升43%至13.22港元。

一行的年轻人说道,这次马云在公开信中提到“所有程序都将是公开、透明和合法”,还说私有化“看起来是个赔本的生意”,由于对股东心存感激,所以溢价很高,最后的“阿里人,准备干活!”看来阿里巴巴将来能成为互联网第一巨头

同行的资深人士莞尔:这些都是事实,但事实还有另外一面,刚看了一个铁杆粉丝投资者在过去四年多的经历。当年在“错过谷歌,不要再错过阿里”的热闹中,感召于马云的伟大信仰,申购阿里的资金破纪录冻结4500亿,超额认购240倍,即在同等金额的情况下,99.5%的投资者无法以13.50港元IPO价买到,只能以上市后市场价购买。粉丝在开盘首日(2007年11月06日)以35.00港元买入,当日收盘39.50港元,较发行价上涨192%。此后数年间领取过0.42港元的股息, 也就是说,以现在私有化价计算,投资人经历了从34.58港元买入到13.50港元被迫卖出,实际累计亏损60.96%(-60.96%)。

的确在马云公开信中提到:“有人说我们上市的时候只融了17亿美金,但私有化要花出去20多亿美金,看起来是个赔本的生意”。可以看看阿里巴巴历年的年报,根据其上市时提供的当时最近年度全年财报(即2006年年报)和不久前刚公布的2011年全年财报,人们可以看到如下有关1688的数据:

上市(即卖给公众时)融资130亿港元,私有化(即买回)估计耗资约190亿港元,多花46%;

卖给公众时,公司全年营收13.6亿元RMB,买回时全年营收64.2亿元RMB,增长372%;

卖给公众时,公司全年净利润2.2亿元RMB,买回净利润17.1元RMB,增长677%;

卖给公众时,公司拥有现金4.4亿元RMB,买回时公司拥有现金116.5亿元RMB,增长2547%。

以多付出46%的代价,买回了一个净利润多出677%、净现金多出2547%的企业,是赔本赚吆喝,还是得了便宜卖乖,每个人可以自己算算账。

可能有人好奇:既然当初以13.50港元发行,时隔四年又已13.50港元回购,但同样的价格为何会多花60亿呢?想来只有一种可能,市场上流通的股票数量增多了。但是在此期间公司没有增发新股,既然如此,这些多出来的新增流通股来源只有一个:原有大股东出售旧股。以此为线索,人们至少能查到的是:2009年9月的公告,马云出售1300万股,价格为21港元/股。

至此,将上述的历史片段放在一起,人们可以得出如下信息:马云个人在2009年以21港元出售了1300万旧股,三年之后,马云领导的阿里集团以13.50港元私有化买回,仅此一举就明明令二级市场投资人亏了1个亿,为何还说自己“赔本”了,令人费解。

有人说:马云是个非常非常聪明、非常非常优秀的商人。确实目光独具,他在2010年6月在向前往杭州考察的温总理汇报:“我们在2008年7月21日,奥运会前两个礼拜我们写了一封信,告诉企业界冬天来了,请所有企业做好准备。” (注:2007年11月06日阿里巴巴上市时上证指数5536点,2008年7月21日上证指数2861点。看来老马的意思是说:在股市下跌50%以后,我告诉企业家们冬天来了。)

马云的措辞也很有讲究,例如上市之初,他发出豪言壮语:“很多投资者跟我说,错过了Google,就不能再错过阿里巴巴了。” 此次公开信中马云写到:“有人说我们上市的时候只融了17亿美金,但私有化要花出去20多亿美金,看起来是个赔本的生意”。事实是,人们没有听到“很多人说”,也没有听到“有人说”,大家只听到马云在说。

或有人说:遇到金融危机了,大家都跌么,谁也没办法。那就请看另一部分事实。

在上述同期的2007年11月06日到2012年02月24日期间,香港恒生指数下跌了27%(-27%),同样著名的互联网公司腾讯上升207%(+207%)、百度上升221%(+221%)。在此期间阿里巴巴总市值从约2000亿港元跌至此次停牌前市值463亿,即同期下跌76.85%(-76.85%)。彼时腾讯、百度加在一起也抵不上一个1688,今天反过来1688还不及对手的零头,今天腾讯市值3700亿港元、百度3600亿港元。人们看到的事实是:全体阿里人在马云的领导下,在经过四年多努力地干活后,跑输同业、跑输大市,令全体股东损失了1000多亿的市值。

有人豪情满怀地评价:马云此次以退为进,为了谋求整体上市,将来可能成为全球互联网第一枭雄!但将淘宝、支付宝注入上市公司,同样可以实现整体上市。马云曾公开表示:“我们把顾客排在第一位,员工第二位,股东在最后。”以及“今天很残酷,明天更残酷,后天很美好。”坚默多年的粉丝们在芝麻关门的此刻,恐怕只能感叹:这是个想做“小三”而不得的时代!通往“美好”的道路被隔绝,这些伟大与我何干?

转载请注明 DoNews博客认证作家/杨天南


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