试析可变利益实体不确定性.docVIP

试析可变利益实体不确定性 　　[Abstract] The Variable Interest Entity structure is adopted broadly for Chinese enterprises in sensitive areas， such as restricted and prohibited industries， to seek overseas listing. The VIE structure is operated through a Listed Company typically domiciled in Cayman Islands， through a series of contractual agreements among the Listed Company， the Wholly Foreign Owned Enterprise in China， the Operating Company. This thesis aims to study VIE structure using Alibaba as an example， and analyze relevant impacts and risks. 　　[Key Words] Variable Interest entity； VIE structure； Alibaba； overseas listing； foreign investment； control 　　I.Introduction 　　The Variable Interest Entity （VIE） structure is designed typically for Chinese companies in sensitive areas in China， such as the Internet industry， to get listed in other countries. It has been 15 years for many Chinese giants to seek overseas listing ever since the Sina Corporation first adopted the VIE structure in 2000 Alibaba Group Holding Ltd. （Alibaba） had its Initial Public Offering in New York Stock Exchange in September， 2014， which was the third largest in history. Alibaba now has a greater market capitalization than CitiGroup and Facebook. 　　A.1.Regulatory Restrictions in China 　　a.⑴Restrictions Regarding Company Listing- Domestic Listed Company 　　In addition to procedural requirements demonstrated in various Chinese regulations including Corporation Law， Security Law and Administrative Measures for the Initial Public Offering and Listing of Stocks， public listing in China is scrutinized. 　　When an issuer seeks its initial public offering， it shall have a positive net profit of over 30 million Yuan accumulatively within the latest 3 accounting years. There are other mandatory requirements regarding issuer’s financial capacity， such as its total amount of stock capital and the proportion between intangible assets and its net assets. 　　b.⑵Restrictions Regarding Company Listing- Companies L