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导言:已有消息报道,港交所已拒绝马云的“合伙人制度”上市计划。根据阿里内部邮件所言“我们不在乎在哪里上市,但我们在乎我们上市的地方,必须支持这种开放,创新,承担责任和推崇长期发展的文化”,马云先生的B计划是前往美国。

iDoNews 业内人说 第221期 9月24日 亮点(微信号 iLoveDoNews)

阿里欲以“合伙人制度”上市的消息已经传遍坊间,但港交所最终还是拒绝了此次将具有历史性意义的上市请求。

大家都在猜测,马云的下一站是哪里?天堂还是地狱?

早期阿里以“合伙人制度”谋求在香港上市,但证券交易所作为为证券集中交易提供场所和设施的证券机构,还肩负着一定的监管职能。证券市场强调的是同股同权,同股同利,强调保护中小股东。

而阿里的“合伙人制度”,却欲以很少的股权获得很高的投票权。这显然不符合股份制公司的正常治理结构,欺负其他投资人,损害中小股东的利益。

律师Raymond Wang认为,由于阿里的“合伙人制度”暂无相关信息的披露制度,该制度运作下的公司不透明,不公开,不符合现代证券市场的监管要求。

很多大牛都预测到了结局,原因是港交所不认可双重股权制。其实并不是。业界评论显然有很多误解,马云的“合伙人制度”并非是美国认可的双重股权制度。也绝不是我国公司法规定的合伙制。

先来说说到底什么是马云的“合伙人制度”。“合伙人”有提名多数董事的权利是“合伙人制度”的核心。虽然董事会的人选最终需要经过股东会表决通过,但合伙人至少可以选择自己信得过的“小伙伴”作为公司的董事。

根据中国《公司法》的规定,董事会的议事规则大多是一人一票、简单多数决(过半数通过)。这是区别双重股权的核心内容。“合伙人”的提名权力将使占有少数股权的“合伙人”控制公司运营发展方向。

而美国认可的双重股权制度( Dual Class Structure ),即双层投票权,双层表决权,是指有A 类和B 类股权之分,A 类股是一股一票的单数表决权,而管理层拥有的B 类股权是复数表决权,一般是10倍的表决权。

所以才会有百度 IPO 上市时,李彦宏仅有16%的股份,却拥有52%的投票权。Facebook 上市时,马克扎克伯格仅有28%的股权,却持有58.9%的表决权。

目前马云和他的管理团队拥有9.4%的股权,如果以双重股权上市,能获得50%以上的表决权吗?很多业内人也断言,很难。这或许也是马云没有优先考虑去,认可双重股权的美国上市的原因之一。

港交所拒绝了阿里的合伙人上市,接下来,阿里的B计划有二。

一是去美国上市,使用双层股权制度。美国认可该制度,很多科技类公司有成功的案例。并且10倍表决权能更好的控制公司,实现阿里的梦想。

可弊端是美国证券交易所,监管非常严厉,披露制度要求很高,没那么容易上市成功,且易遭受集团诉讼。典型的案例是兰亭集上市遭遇的处境。

二是继续与港交所交涉并做出让步。马云曾在香港上市过B2B公司,对该地规则较熟悉。同时港交所的监管并不如美国严格。

可监管机构是否能接受合伙人制度仍是最大的问题。且合伙人信息披露,权责明确也是技术难题。

目前从阿里的相关新闻动向看来,马云的B计划应该是飞向美国。

(文/Merry)

—————

iDoNews 长期招聘有志于从事互联网科技媒体行业、并愿意不断提高自己的层次和档次的记者/编辑/运营,我们会花很长时间物色真正具有一流水平的小伙伴加入。有意者投简历至:xiaoo.sem@qq.com。


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I found a sea shell and gave it to my 4 year old daughter and said “You can hear the ocean if you put this to your ear.” She put the shell to her ear and screamed. There was a hermit crab inside and it pinched her ear. She never wants to go back! LoL I know this is completely off topic but I had to tell someone!|Today, while I was at work, my cousin stole my iphone and tested to see if it can survive a 25 foot drop, just so she can be a youtube sensation. My apple ipad is now broken and she has 83 views. I know this is entirely off topic but I had to share it with someone!|I was curious if you ever considered changing the structure of your site? Its very well written; I love what youve got to say. But maybe you could a little more in the way of content so people could connect with it better. Youve got an awful lot of text for only having 1 or two pictures. 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I found a sea shell and gave it to my 4 year old daughter and said “You can hear the ocean if you put this to your ear.” She placed the shell to her ear and screamed. There was a hermit crab inside and it pinched her ear. She never wants to go back! LoL I know this is totally off topic but I had to tell someone!|The other day, while I was at work, my cousin stole my iphone and tested to see if it can survive a thirty foot drop, just so she can be a youtube sensation. My iPad is now broken and she has 83 views. I know this is totally off topic but I had to share it with someone!|I was curious if you ever thought of changing the structure of your blog? Its very well written; I love what youve got to say. But maybe you could a little more in the way of content so people could connect with it better. Youve got an awful lot of text for only having one or 2 pictures. Maybe you could space it out better?|Hi, i read your blog occasionally and i own a similar one and i was just curious if you get a lot of spam responses? If so how do you protect against it, any plugin or anything you can advise? I get so much lately it’s driving me crazy so any support is very much appreciated.|This design is spectacular! You obviously know how to keep a reader entertained. Between your wit and your videos, I was almost moved to start my own blog (well, almost…HaHa!) Fantastic job. I really enjoyed what you had to say, and more than that, how you presented it. Too cool!|I’m really enjoying the design and layout of your blog. It’s a very easy on the eyes which makes it much more pleasant for me to come here and visit more often. Did you hire out a designer to create your theme? Excellent work!|Hi there! I could have sworn I’ve been to this website before but after browsing through some of the post I realized it’s new to me. Anyways, I’m definitely delighted I found it and I’ll be book-marking and checking back frequently!|Hey there! Would you mind if I share your blog with my zynga group? There’s a lot of people that I think would really appreciate your content. Please let me know. Thank you|Hello, I think your website might be having browser compatibility issues. When I look at your website in Opera, it looks fine but when opening in Internet Explorer, it has some overlapping. I just wanted to give you a quick heads up! Other then that, great blog!|Wonderful blog! I found it while surfing around on Yahoo News. Do you have any tips on how to get listed in Yahoo News? I’ve been trying for a while but I never seem to get there! Many thanks|Hello there! This is kind of off topic but I need some guidance from an established blog. Is it difficult to set up your own blog? I’m not very techincal but I can figure things out pretty quick. I’m thinking about setting up my own but I’m not sure where to start. Do you have any ideas or suggestions? Thank you|Hey there! Quick question that’s completely off topic. Do you know how to make your site mobile friendly? My site looks weird when viewing from my iphone4. I’m trying to find a theme or plugin that might be able to resolve this problem. If you have any suggestions, please share. Cheers!|I’m not that much of a online reader to be honest but your sites really nice, keep it up! I’ll go ahead and bookmark your site to come back in the future. Cheers|I love your blog.. very nice colors & theme. Did you create this website yourself or did you hire someone to do it for you? Plz respond as I’m looking to construct my own blog and would like to find out where u got this from. kudos|Wow! This blog looks just like my old one! It’s on a totally different subject but it has pretty much the same page layout and design. Superb choice of colors!|Hi just wanted to give you a quick heads up and let you know a few of the images aren’t loading correctly. I’m not sure why but I think its a linking issue. I’ve tried it in two different web browsers and both show the same outcome.|Hey there are using Wordpress for your site platform? I’m new to the blog world but I’m trying to get started and set up my own. Do you require any html coding expertise to make your own blog? Any help would be greatly appreciated!|Howdy this is kind of of off topic but I was wanting to know if blogs use WYSIWYG editors or if you have to manually code with HTML. I’m starting a blog soon but have no coding skills so I wanted to get guidance from someone with experience. Any help would be greatly appreciated!|Hi there! I just wanted to ask if you ever have any trouble with hackers? My last blog (wordpress) was hacked and I ended up losing a few months of hard work due to no backup. Do you have any solutions to stop hackers?|Hello there! Do you use Twitter? I’d like to follow you if that would be ok. I’m definitely enjoying your blog and look forward to new posts.|Good day! Do you know if they make any plugins to protect against hackers? I’m kinda paranoid about losing everything I’ve worked hard on. Any tips?|Hi there! Do you know if they make any plugins to assist with Search Engine Optimization? I’m trying to get my blog to rank for some targeted keywords but I’m not seeing very good success. If you know of any please share. Appreciate it!|I know this if off topic but I’m looking into starting my own weblog and was wondering what all is required to get set up? I’m assuming having a blog like yours would cost a pretty penny? I’m not very internet smart so I’m not 100% positive. Any recommendations or advice would be greatly appreciated. Cheers|Hmm is anyone else experiencing problems with the images on this blog loading? I’m trying to determine if its a problem on my end or if it’s the blog. 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