Chapter 16 Ma Yun's concept of contract is very different from ordinary people

Even if the after-the-fact compensation agreement is finally reached and approved by the Alibaba Group’s board of directors, it still cannot change a basic fact: the unilateral actions of the management did not abide by the contract between shareholders, shareholders and managers, and violated the basic principles of business society .Contract means integrity.Violation of the contract leads to great injustice and harms the foundation of the enterprise.For this reason, the price of Jack Ma's mistake is not only the personal international reputation he has accumulated over the years, but also Alibaba's potential long-term development opportunities.

At that time, the person who questioned Ma Yun most severely was a well-known domestic media person named Hu Shuli. She published a long comment in the media, criticizing Ma Yun for lack of contractual spirit in this matter. Rebutted in an open letter. In May 2012, Alibaba and Yahoo reached a negotiation result. Alibaba announced that it would use 6.3 billion US dollars in cash and no more than 800 million US dollars in new preferred shares, which together amounted to 7.1 billion US dollars in assets. Buy half of Yahoo's hands, which is 20% of Alibaba's equity.At the same time, Yahoo promised that when Alibaba goes public, Alibaba can repurchase 50% of Yahoo's shares at the same IPO price.This is a very complex equity agreement.

In general, Yahoo finally compromised, took away 7.1 billion US dollars, gave up 20% of the equity, and also acquiesced in the status quo of Alipay. This is a very important event that happened in 2012.In this incident, Ma Yun's personal entrepreneurial credit and his compliance with the spirit of the contract have been greatly questioned. The reason why we have to talk about this matter now is that in the following years, Jack Ma's unique concept of contract still affects his business behavior.For example, in March 2014, Ma Yun used funds to acquire two companies twice.For the first time, he spent 3.2 billion yuan to acquire a company called Hang Seng Electronics, and he acquired Hang Seng Electronics through a private company.Afterwards, many media discovered that a large part of Hang Seng Electronics' profit comes from the cooperation with Alibaba.In other words, Ma Yun is the actual controller of Alibaba, and then he set up another company to acquire Hang Seng, and Hang Seng has an interest relationship with Alibaba.This is suspected of benefit export.

The second time was that he spent 6.5 billion yuan to acquire a 20% stake in Wasu Media.This is also a particularly magical acquisition. Jack Ma also established a private company, and then spent 6.5 billion to acquire shares in Wasu Media.But where did the 6.5 billion come from?Jack Ma borrowed it from Tmall, a subsidiary of Alibaba Group.But the question is, Ma Yun borrowed money from Tmall, what did he use as collateral?It was mortgaged with the shares of Huashu Media that he was about to acquire.Therefore, Jack Ma owns 20% of the shares of Wasu Media with almost no money.This is a particularly miraculous thing, and I don't know how Alibaba's board of directors is held every year.

These issues, including the transfer of Alipay's assets, including Jack Ma's acquisition of Hang Seng Electronics and Wasu Media in a very unique way, from the current point of view, have nothing to do with the public, but only with Alibaba's current shareholders. From these things, we can see that Ma Yun is indeed not an ordinary person. We can even say that Yang Zhiyuan and Sun Zhengyi are not ordinary people, they are both "two ordinary" people. Because there is no public interest involved, the above questions can only show that Ma Yun has a very unique understanding of the spirit of the contract that is different from ordinary people.But the next problem is that after Alibaba is listed in the United States, the behavior of the company's managers will involve many ordinary shareholders, so it is not the "two generals" such as Ma Yun, Yang Zhiyuan and Sun Zhengyi who can say Forget it.

We need to continue to observe how ordinary shareholders will judge these acquisitions and equity transfers in the past, and whether Alibaba’s commercial behavior may trigger some international legal proceedings in the future. In this day and age, perhaps success is the best deodorant.