August 23, 2013 / 5:23 AM / 6 years ago

Alibaba seeking partners' board control for HK IPO : sources

HONG KONG (Reuters) - Alibaba Group Holding Ltd is considering a shareholding structure that would allow its founders and senior management to retain control over the board after the Chinese e-commerce firm goes public, people familiar with the matter said on Friday.

An employee walks past a logo of Alibaba (China) Technology Co. Ltd during a media tour organised by government officials at its headquarters on the outskirts of Hangzhou, Zhejiang province June 20, 2012. REUTERS/Carlos Barria

Alibaba is widely expected to launch an initial public offering, estimated to raise $15 billion, by the end of the year, with Hong Kong tipped as the likely venue.

Hong Kong stock exchange authorities, however, tend to favor listings that give all shareholders an equal say over a company while Alibaba’s partners are keen to retain control over the board, which would keep them in charge of decision-making to ensure the company’s long-term growth.

The company is now trying to reach a compromise by proposing changes to its shareholding structure, the sources said, as the Hong Kong exchange has in the past allowed companies to list after they have added special clauses to their articles of association.

Alibaba declined to comment for this story and the sources declined to be identified because of the confidentiality of the discussions.


Alibaba’s platforms handle more goods in a year than EBay Inc and Inc combined and the company has yet to publicly confirm that it will hold an IPO.

Media reports last week said Alibaba could seek a dual class share structure, which favor a company’s management and founders over individual investors but the Hong Kong exchange authorities have in the past rejected such listings.

Alibaba could list in New York, where shareholding structures are more flexible, but the sources said the company was more likely to pick Hong because of its previous experience in dealing with the regulators after the IPO of its unit in 2007.

U.S. exchanges also require companies to adhere to more onerous disclosure rules, lawyers said.

Alibaba’s discussions with the Hong Kong stock exchange have been going on for several weeks and have delayed the naming of the IPO’s underwriters and filing of its prospectus, the sources said.

Alibaba’s partners include founder and Chairman Jack Ma, former Chief Financial Officer and co-founder Joe Tsai, its current Chief Executive Jonathan Lu and other senior managers.

Ma and Tsai own a combined 10 percent stake of Alibaba while Japanese Internet and telecoms group Softbank Corp is the biggest shareholder with a 35 percent stake. U.S. tech company Yahoo Inc. owns a 24 percent stake.

Some Hong Kong-based lawyers said Ma could retain control over the board through Softbank, especially as he enjoys a close relationship with Softbank’s CEO Masayoshi Son.

“But the question is whether Softbank is willing to be reliant on the way Jack Ma votes,” one lawyer said.

A Softbank spokesman declined to comment.

The Hong Kong stock exchange has turned down requests for exemptions to its listing rules from several companies including British football club Manchester United, which last year opted for a New York IPO.

But, in 2004, the exchange allowed Semiconductor Manufacturing International Co to list after it amended its article of association. The board of directors was allowed to issue up to 5 billion preference shares that had greater voting rights.

Additional reporting by Donny Kwok; and Fiona Lau of IFR and Nathan Layne and Reiji Murai in Tokyo; Editing by Miral Fahmy

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