Ma Yun: The Road To "Coronation" Of Virtual Empire

< p > today, the group of Alibaba a href= "http://www.91se91.com/news/index_c.asp" > Listing "/a" has been counted by institutional analysts for countless times. Once it becomes the real value of the market value of Wall Street, which will flicker over 100 billion US dollars, will ma be excited at the same time? Perhaps Ma will be very calm. After all, he has been the helmsman of a huge virtual empire.

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< p > more importantly, through its original "partner system", Ma Yun has completed the "Coronation" ceremony of his virtual empire.

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< p > a simple set of data from the prospectus is enough to explain the great empire of Ali.

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< p > 2013, the total scale of e-commerce pactions of Ali group was 1 trillion and 542 billion US dollars, occupying 84% of the total scale of the national electricity supplier market (Figure 1).

The amount of the paction is equivalent to the annual GDP of Heilongjiang Province, which is equivalent to the total economic volume of Finland in the year of $248 billion.

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< p > by the end of 2013, Ali platform had more than 231 million subscribers. This means that 1 of every 3 netizens in China are users of Taobao or Tmall.

Of the 9 billion 260 million express packages sent by China in 2013, up to 54% came from Ali's online shopping platform.

Even so far, Ali's scale is growing at an annual rate of 60-70%.

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< p > at present, there are 8 million sellers on Ali platform, assuming that 10 employees are hired on average, so the employment of Ali platform is up to 80 million.

This means that in a virtual business world, a business group of 80 million people is offering all kinds of goods and services to 230 million consumers, while Ali is the rule maker and manager of the world.

So Ali seems to be a virtual world.

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< p > on the pfer of Alipay, there is a close background: in June 2010, the central bank issued the "non-financial enterprises payment services management measures", stipulates that enterprises engaged in third party payment must apply for permits to the central bank, and applicants must be "legally established limited liability companies and Limited by Share Ltd", while for foreign funded enterprises, the license application is "separately stipulated by the people's Bank of China and submitted to the State Council for approval."

The implication of the central bank policy is that those who apply for the license should preferably be domestic funded enterprises, and the foreign-funded enterprises should apply for approval according to the "separate regulations", and this "separate provision" has not yet been promulgated.

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< p > > a href= "http://www.91se91.com/news/index_c.asp" > Ali group < /a > has always been controlled by foreign capital, and YAHOO is the largest shareholder.

In the past two years, Ma and YAHOO have repeatedly exposed differences. He has been seeking to repurchase shares from YAHOO to regain the controlling power and absolute control over enterprises.

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< p >, therefore, the Alipay incident is naturally interpreted by the outside world as "Ma Yun's opportunity to ban foreign investment with the help of the central bank, and privately pfer Alipay to personal pockets at a very low price, thereby enhancing its bargaining chip with YAHOO in negotiating equity repurchases".

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< p > < < a href= > http://www.91se91.com/news/index_c.asp > > Alipay < /a > event has made Ma Yun pay a very heavy reputation price, which is seldom seen in its history of entrepreneurship.

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< p > as we all know, after the "raw rice cooked rice", Ma and YAHOO, Softbank reached a compensation agreement on Alipay.

According to the disclosure of IPO documents of Ali group, the relevant framework agreement was signed in July 29, 2011, and the two revision was carried out in November 15, 2012 and May 3, 2014.

Agreement: < /p >

< p > 1) in the event of a specific liquidated event related to Alipay (including Alipay IPO, the pfer of Alipay 37.5% or more equity, the sale of all or most of the assets of Alipay), Zhejiang Alibaba Agel Ecommerce Ltd will pay the Ali group the equivalent of 37.5% of the market value of Alipay, with a minimum of 2 billion dollars and a maximum of 6 billion dollars; < /p >

< p > 2) if the specific liquidation event did not happen within 10 years, Ali group has the right to ask Alipay to start the liquidation event as soon as possible; < /p >

< p > 3) Ma Yun and Cai Chongxin took out 35 million shares and 15 million shares of their own Ali group, injected into a Special Purpose Company (SPV) APN Ltd., and pledge the equity to Ali group as a guarantee for payment of the liquidation event; < /p >

< p > 4) if a specific liquidated event does not occur in 7 years, the Zhejiang Alibaba Agel Ecommerce Ltd or APN Ltd. must pay 500 million dollars to the Ali group, which can be deducted from the total amount of payment in the event of liquidation in the future; < /p >

< p > 5. Alipay pays intellectual property licensing fees and technical service fees to Ali group every year, amounting to 49.9% of the pre tax net profit of the year, and the payment of the fee is terminated until the time of Alipay listing (2012, fiscal 2013, three quarter 2014 fiscal year), and the cost paid by Alipay to ARI group is 27 million yuan, 277 million yuan, 633 million yuan respectively; < /p >

< p > 6. Alipay provides business services such as payment and processing to Ali group. The former is charged service fee annually (in fiscal year 2012, fiscal year 2013 and the first 3 quarters of 2014 fiscal year), and the payment to Alipay by Alipay group is 1 billion 307 million yuan, 1 billion 646 million yuan, 1 billion 899 million yuan respectively; and < /p >

< p > 7. All matters related to the Alipay framework agreement must be authorized by YAHOO and Softbank appointed directors.

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After P separated from Ali group, Alipay became a small and micro financial services group at its core. Apart from Alipay, it also included financial services such as Ali small loan, Celestica fund, Zhong An insurance and so on. All of their holdings were Alibaba Agel Ecommerce Ltd of Zhejiang (hereinafter referred to as "Zhejiang Alibaba").

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< p > Zhejiang Alibaba currently has three shareholders: Hangzhou Jun Ao equity investment partnership (limited partnership), Ma Yun and Xie Shihuang, among which Jun Australia's equity investment is an employee stock ownership platform within Ali group. At present, the shareholder structure is Ma Yun holding 46.29%, Jun Australia's equity investment holding 42.14%, Xie Shihuang holding 11.57%.

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< p > Ali group IPO documents disclosed that Ma wrote to Ali group: he intends to gradually reduce the direct or indirect economic rights and interests held in the small and micro financial services group, until the proportion of rights and interests in the small and micro financial services group before the Ali group IPO is guaranteed, no less than that of his and his affiliates in the Ali group, and he will not gain any economic benefits in this reduction.

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It is exactly what Ma expected that the establishment of a virtual world "P" in his kingdom would reshape business rules.

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< p > Ali started to go to Hongkong to go public, because the HKEx did not allow the "A/ B share double structure" with different rights. Ma Yuncai designed the so-called "partner system" so as to achieve the purpose of controlling the enterprise with a minority stake.

Surprisingly, the US capital market originally had a A/ B share system. Ma Yun could achieve this purpose by designing super voting rights such as 1:10, but he did not use it, but he still used his own "partner system".

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The official explanation of < p > Ali group is that it is different from the two tier shareholding structure which is usually concentrated in the hands of several founders. The partner system of Alibaba embodies the vision of a large group of partners. On the one hand, this kind of governance structure can ensure the innovative ability of the team, at the same time, it also ensures the continuity and stability of management, and will not affect the operation of the company due to the retirement or identity changes of individual founders.

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< p > in fact, whether it is the A/ B share system used by the US stock or the "partner system" created by Ali, the ultimate goal is "minority shareholders' control of the enterprise".

But the A/ B-share system is more pparent, because the number of super voting rights of the founders is clear, and the voting process at the shareholders' meeting is also public.

But the "partner system" has a name to follow, but in practice, there will inevitably be a lot of "rule by man", how the partner is chosen, who is elected, who will be removed and who should be elected as a director candidate, all of which will be seriously influenced by Ma Yun's personal opinions.

How can a partner vote in the "rubber stamp" situation? < /p >

< p > in addition, a more crucial difference is that the A/ B-share system only gives the founder the privilege of voting in the shareholders' meeting, but does not exceed the privilege of appointing directors in proportion to his shareholding ratio, while the "partner system" gives the founders the right to delegate the board members far beyond their shareholdings.

In the actual operation of enterprises, the motion submitted to the shareholders' meeting is a minority, and most decisions are made at the board level.

Therefore, from the perspective of practicability of control, controlling board is better than controlling shareholders' meeting.

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< p > Ali's "partner system", in a word, the rule of "Ma led partnership control board" can never change. Unless more than 95% of shareholders reject this bill, will ma Yun, who owns 8.9% of the shares, veto it himself? < /p >

"P" relies on the "partner system". Ma Yun gained absolute control by virtue of a minority stake, which means that Ali group is no longer the "Republican state" that several "oligarchs" can sit down to bargain, but a "kingdom" that a partner has said, and Ma Yun finally completed the coronation.

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< p > April 17, 2008, Niu Gen Sheng Mengniu senior to visit Ali group. Ma Yun gave a speech on the business model of Ali at the welcoming meeting: < /p >

< p > "the best business mode in the world is the country. The country is originally a company.

Of course, the state can not be set up arbitrarily, but there is a place to set up a state, that is, on the virtual network.

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In the virtual world, Alibaba suddenly discovered that P could do this thing.

Alibaba is buying, selling, and finally, who makes rules? That is, when we make rules, whoever wants to disobey me will get out and have no way to do business.

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< p > "we need to establish a Taobao conference and vote on major decisions. Once we pass the vote, we firmly defend this decision.

This is the adoption of the law. No matter how much service you make, no matter how much investment you make, please pay attention to it. Tax evasion and tax evasion should catch you in.

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In 2009, at the 10th Anniversary Party of Alibaba, P again expressed similar views. In the next ten years, "Alibaba will create 1000 million e-commerce platforms for SMEs, creating 100 million job opportunities for the whole world and providing a platform for 1 billion people around the world".

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< p > "we want to see ourselves as entrepreneurs, as businessmen, in this (virtual) society, assume the same responsibilities as politicians, artists and architects, and become the main driving force for social development."

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Shortly after P Ma Yun won the first round of financing, Asia's richest Japanese Softbank chairman Sun Zhengyi came to China to look for investment projects.

At that time, Sun Zhengyi's fame in the Internet industry was very loud, because he invested in the YAHOO at that time. With the listing of YAHOO, Softbank received more than a hundred times of return.

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< p > Softbank invited some of the most famous Internet entrepreneurs in China at that time, including Wang Zhidong of sina, Zhang Zhaoyang of Sohu, Ding Lei of NetEase, etc. Ma Yun learned that this information had also passed.

According to Ma, he did not go for financing, because he had just received $5 million from Goldman Sachs, so there was no urgent need to refinance. He just wanted to talk to Sun Zhengyi about his Alibaba and listen to sun's views on Alibaba.

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On the day of P, Ma Yun was late. When he came to Softbank Beijing office, he saw a black and thin man in a broken jacket and a half sheet of paper with his hands pressed into the room.

As the man in front had already said something, the host told Ma Yun that he had only 6 minutes to introduce.

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< p > Ma Yun came forward and said, "I am not short of money. If you are interested, I can introduce the situation of Alibaba to you."

From time to time, he glanced at several English words written on his half sheet of paper, which seemed to be an outline of his speech, and talked to Sun Zhengyi about his Alibaba.

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Ma Yun's speech eloquent all the people present, including Sun Zhengyi, P.

Wu Ying, a former partner of Softbank China, recalled Sun Zhengyi, who had invested in Wu Ying's UT in the mid 90s of last century. "He probably wrote several main points. Ma Yun was learning English, so his English was very good and his language talent was still used.

He talked about e-commerce there, and I didn't know much about e-commerce.

He confidently said, "I'm not short of money."

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"P" Sun Zhengyi asked after the fact that Ma Yun, a glib tongue, had already invested in Goldman Sachs, and there was also a Wall Street investment banker, Cai Chongxin, who became his CFO.

Sun Zhengyi immediately decided to invest in Ma, and "must invest".

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