In the early morning Beijing time on 2 June was prompted to pay the stolen treasure of equity, asking that Wall Street is a guest of the Chairman of the Forum D9 Alibaba Group Jack Ma.
Previously, Alipay (China) Co., Ltd (Alipay) has the property from a wholly owned subsidiary of Alibaba Group Alipay E-modified Commerce Corp. (registered in the Cayman Islands) in the hands, as of course, the whole Ma control domestic companies. However, Alibaba Group, the largest shareholder of Yahoo (NASDAQ: YHOO) said in the SEC in the U.S. that the transfer had not Alibaba Group Board of Directors and shareholder approval have been.
Finally, the news that Ma consultations Yahoo to the negotiating table "irregular transfer"
Replay this reporter occurred during the transfer, some lawyers believe that this is not a normal sale, there are transfer pricing vague, is not in the name of the ownership of the object known, no doubt full disclosure of related party transactions. Even in the transfer of the contract Yahoo and Softbank is informed at the end or consent, whether to transfer to the second criterion of the force of the law.
Get the latest news that Yahoo and Ma can be reached Po between the transfer of an agreement on dispute settlement, the agreement in the direction of future profitability Alipay as compensation and will not affect existing between Alipay and Taobao operations relationship.
But they can not completely save the already doubtful Alibaba Board of Directors.Management believes that Alibaba, Softbank, an investor, not an innovator, "he spent much time worrying about their own interests, but do not worry about the interests of every shareholder."
have given leave Alipay Alibaba Group, whose principal business of third-party online payment, reported that the market share has reached 51.2%, and holds two ICP license for entries payments operate.
Connect a Deal
According to sources close to Ma Embassy, said after the transfer for the payment of compensation Po, Ma and Yahoo continued for two weeks of negotiations between the "close to a deal." Two directions of this agreement are: First, Alipay and Taobao, the stability of the structure is not guaranteed between the effects of transmission, secondly, the reference to "cash" compensation.
And speculation that the difference in cash compensation agreement is not the way to a one-time compensation, but "the future Alipay other benefits that may arise are considered." enjoy other words, despite the loss of equity, Yahoo Alipay continue in future income, the specific relationship is unknown.
But the agreement only between Ma and Yahoo, Alibaba Group, the second largest shareholder, Softbank did not released. paid According to sources close to Ma, Softbank President Masayoshi Son, the Lost Treasure reacted violently, and even refused to participate in negotiations or talks on balancing the current program position. At the time of going to press, Softbank did not return letters this newspaper interview.
Transfer of non-normal
after Some lawyers view Yahoo and Softbank Alipay transfer or consent, is directly the effects of such transmission, and then Alipay there in the name of the Company, the task is unknown, no doubt full disclosure of related party transactions.
Disk access Alipay domestic company named Zhejiang Alibaba E-Commerce Limited ("Zhejiang Alibaba"), in October 2000, established the capital of 7.1 billion yuan, founder Jack Ma and Alibaba, the Xieshi Huang control. Ma and Xie Shihuang invested 568.8 million yuan, or 142.2 million yuan, respectively 80% and 20% of the shares.
According to Business Information, 1 June 2009, which led both sides of the first transmission, the former shareholders of Alipay, Alibaba Group transferred, a wholly owned subsidiary of Alibaba Alipay Zhejiang Alipay to 70% of the shares at a price of $ 22,400,000 (equivalent to 166 million yuan). Alipay in the wholly foreign-owned joint venture.
For the first time less than a week increase after the completion of the transfer of their investment Paypal, Alipay and Zhejiang Alibaba such capital increase of the share capital to 5 billion yuan.
6. August 2010, the two sides conducted a second sale. Alipay, the remaining 30% stake in Zhejiang Alibaba transferred to the consideration of 1.6498 billion. Upon closing, Zhejiang Alibaba paid a total of 330 million yuan, the market valuation of about $ 50 billion in revenue for the payment of a wholly owned subsidiary of the treasure.
But the parties have shown that position, that is not a normal transfer.
Yahoo statement in a report after the reorganization is not by the board, Ma, was approved in the D9 position directly on the forum: "I think shareholders do not know if this transfer is impossible." Published under the Ma camp in 2008 has involved the Board of Alibaba in this matter, but not actually until 2009, was formally proposed.
"Ma will be raised several times, Jerry Yang and Masayoshi Son, do not give a clear answer, but say not to avoid." The man himself said.
But Yang Sun dodged not quite two, they have raised other, private, preferred "protocol control" program ("VIE" mode), that is, companies set up purely domestic operations to obtain a license by the relevant agreements with foreign companies (and not share) the actual control of domestic companies.
But this approach is not with Ma on the regulatory requirements of a third party refused to pay, he other two shareholders, "not" on the grounds that the decision alone, "this thing go forward."
"In the process of transfer of shares, subject to the transfer of the company's statutes, if the resolution of the shareholders or board decision." Peng office Beijing office in Shanghai, said high-fashioned lawyers that in the normal process of transfer of shares, transfer of shares must be of the transferor and the transferee of the transfer agreement be signed, as the licensor, the transfer of shares to sign .Shareholders must "attitude."
From tax considerations, the transfer of shares will be placed overseas. Cayman Islands off the coast of Iceland, system of strict protection for their data, it is not clear, the precise content of the contract of assignment, but also unsure whether it be from Yahoo and Softbank, director of the signature aspects of recognition and whether a majority of Directors The Board agreed resolution.
Group CEO Jack Ma, if only one person confirmed in view of the entire management holds less than Alibaba and Softbank, Yahoo, the legal effect of the transfer of shares may be doubtful. When it signed Yahoo and Softbank's approval, it is not only know that this also agreed to sign the transfer of operations, Yahoo as a publicly traded company until six months after closing statement, apparently there is a big mistake publication.
In the transfer of the contract is not disclosed under the premise of the transfer pricing also has some of the unknown first 330 million yuan is in the characterization.
With the evaluation form from the perspective of these two, if the bid Zhejiang Alipay Alibaba is the transfer of only two of the price. And this change than the transfer of part of the transaction between the foreign company in accordance with the relevant information used
Relocation of production requirements, the Office reported in Zhejiang province, pre-review of the business and report to the economy of the protocol.
"But this is definitely not the transfer price of 330 million yuan, but the basic capital." Related parties Ma reporter repeatedly emphasized, Zhejiang Alibaba 330 million yuan of the offer and during the capital increase, the central bank measure due to third-party payment services company share capital requirements, not for the payment of the value of the company's bottom.
are the after Yahoo, and Ma is currently ongoing cash settlement negotiations between the parties, from another point of view do not agree with this price.
However, if there are other transfer pricing, the parties only after the equivalent of the transfer price negotiations. Point is presented not only confusing, it is also on government approval is incomplete prices controversial.
In connection with price negotiations Another important factor is then set by the actual identity. Ma pointed out on several occasions, Zhejiang Alibaba is not his private company, but with the relevant laws and regulations that Chinese citizens held company satisfy as a natural person with ICP license must be.
Tencent and similar corporate structure has not yet appeared dispute between the interests of shareholders, on behalf of the interests of understanding has been held not destroyed. The current generation of Zhejiang Alibaba whether the interest held by Yahoo, as its revenue to Alipay credentials in doubt continue in the joint.
Another lawyer pointed out that while the Ma of Alibaba Group and Zhejiang, as Ali Baba's shareholders, this transaction both the buyer, the seller, are transactions with related persons. In accordance with Company Law provides that the transfer of such business with assets of the company and the loss of the company are responsible for such damage of the shareholders. 2011-6-4
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