阿里巴巴集团创始人马云。
阿
里巴巴集团(Alibaba Group Holding Ltd.)正在为首次公开募股(IPO)计划做准备，这可能成为史上规模最大的IPO之一，不过该公司也面临一个挑战：如何让投资者相信这是一笔有"钱途"的投资。部分投资者可能还需要更多理由。
多媒体报道：阿里巴巴全解读
许多投资者正热切期盼着阿里巴巴的IPO交易，因为该公司在前景光明的中国电子商务市场的份额高达80%。从阿里巴巴周二公布的财报中可以看出，这家增长迅速的公司拥有非常高的利润率。
然而阿里巴巴计划进行IPO的时机也许不够好。此前，因一系列会计丑闻和信息披露不充分等问题，在美国上市的中资互联网公司的股价曾出现大幅下跌，目前距离这些公司的股价摆脱跌势仅过去一年时间。
福里斯特研究公司(Forrester)分析师威利斯(Kelland Willis)称，有很多问题还没有得到解答，西方投资者对于中资公司的运营方式抱有疑问，他们希望了解阿里巴巴账簿里的具体数字和详细内容。
阿里巴巴有时间作出更多解释。这家电子商务巨头在4月份时将自身估价为1,090亿美元，上市后估值更可能高达2,500亿美元。据知情人士透露，阿里巴巴预计将在夏末上市，此前公司将进行较长时间的巡回推介。他们表示，阿里巴巴还可能进一步修改初步文件。
相关阅读
虽然公众的疑虑自去年以来有所减轻，但是许多在美上市的中国公司仍然面临投资者对于公司透明度的担忧。美国证券交易委员会(U.S. Securities and Exchange Commission, 简称：SEC)近年来对130多家中国公司的会计问题提出了质疑。四大会计师事务所的中国分支公司正针对美国一法院的裁决提起上诉，该法院裁决这些分支公司暂停在美上市企业审计业务六个月时间。美中之间在美国监管机构获得中国审计客户相关文件方面存在广泛争议，该裁决属于争议的一部分。
一些投资者称，阿里巴巴的结构也提高了披露门槛。虽然公司创始人马云(Jack Ma)的持股比例低于主要股东软银股份有限公司(SoftBank Co.)或雅虎公司(Yahoo Inc.)，然而他和28位合伙人有权提名多数董事。文件没有披露这些合伙人的名字，只表示他们是公司管理层或来自关联及下属公司。
公司管理团队也控制着支付宝，但阿里巴巴本身并不持有股权；阿里巴巴认为支付宝对公司业务非常重要。文件没有披露支付宝的财务业绩。
文件称，合伙人制度是为了保持阿里巴巴创始人形成的文化，同时也考虑到创始人最终不可避免要退休的事实。
美国对冲基金Dalton Investments驻上海的投资组合经理Tony Hsu表示，具体内容缺乏引发了人们对公司透明度的担忧，因为阿里巴巴的管理权仍然集中在少数人手中。他说，他看好公司的长期前景，但他补充说，对一个如此规模的公司而言，没有提供更具体数据有些令人意外。
时间轴：阿里巴巴崛起之路
这一时期内，阿里巴巴共实现净利润人民币177.1亿元，较上年同期增长逾三倍；同期共实现收入人民币404.7亿元。
ClearBridge Investments高级研究分析师Grace Su称，投资者希望看到的是天猫、淘宝和支付宝各自的财务数据。
阿里巴巴在上市文件中称，公司希望避免为各个业务部门设定目标，以此来鼓励合作。
许多投资者表示，他们对此并不担心，因为阿里巴巴是迅速成长的中国市场上占据主导地位的电子商务公司。
Macquarie Investment Management驻香港的高级资产组合经理勒科尔尼(Sam Le Cornu)称，阿里巴巴是中国电子商务市场上的绝对老大。他还称，Macquarie Investment Management将更关注阿里巴巴IPO的定价。他表示，他所在的公司是否会参与都将取决于一个因素：估值。勒科尔尼管理着约12亿美元的资产。
阿里巴巴通过向中小商家收取展示和排名广告费来赚钱，此外还向在天猫运营的公司收取0.5%-5%的服务费。在天猫上开设店面的是一些大品牌公司，其中包括苹果公司(Apple Inc.)和Gap Inc等。
分析师们表示，天猫的规模尤为重要，因为该网站面临来自中国第二大电子商务网站京东(JD.com)的激烈竞争。京东通过自己的物流网络直接销售产品。京东最近又与阿里巴巴的竞争对手腾讯控股有限公司(Tencent Holdings Ltd., 0700.HK, 简称：腾讯控股)结盟，从而对天猫构成了更大的威胁。京东和腾讯的合作将有助于京东利用后者的微信(WeChat)移动通讯应用促进业务增长。这一应用目前的月活跃用户数已超过3.55亿人。
投资者和分析师还称，阿里巴巴也没有清楚地说明该公司与14家国内物流公司合作的财务条款。这些物流公司确保在网上下单的包裹能递送到最终消费者手中。阿里巴巴的创始人马云在2012年表示，"糟糕的"物流阻碍了中国互联网零售行业的增长。
阿里巴巴的招股说明书确实提到，该公司与14家物流公司的合作是通过与一家名为中国智能物流骨干网(China Smart Logistics)的公司签订的数据共享、投递承诺和定价协议来实现的。阿里巴巴持有中国智能物流骨干网48%的股权。不过招股书中并未提到阿里巴巴与这些物流公司合作的详细财务条款。
福里斯特研究公司的威利斯表示，阿里巴巴在提到物流时非常含糊，而作为一家大型电子商务公司，物流正是该公司与竞争对手京东相比之下的软肋之一。
阿里巴巴对该公司进军娱乐领域的计划也闭口未谈。在过去的三个月中，阿里巴巴及其部分高管总计斥资近30亿美元投资网络视频和视频产品公司，但除了对这些交易的描述外，阿里巴巴几乎未在招股书中解释公司打算如何整合这些新投资来吸引用户。
阿里巴巴在招股书中表示，将继续在数字媒体、移动服务、物流和其他领域进行投资。
Paul Mozur / Mia Lamar
（本文版权归道琼斯公司所有，未经许可不得翻译或转载。）
As Alibaba Group Holding Ltd. prepares for what might be one of the biggest initial public offerings in history, it faces the challenge of convincing investors it will be a good buy.
Some may need more prodding.
A number of investors and analysts said Wednesday that the more than 2,000 pages the Chinese e-commerce giant filed Tuesday leave many important questions unanswered. They include the individual performance of the major e-commerce platforms that make up the bulk of its revenue, details of the business of electronic-payment affiliate Alipay, its strategy for a string of pricey recent acquisitions, and plans for improving the way it delivers packages to Chinese customers.
Many investors are eagerly anticipating the offering because Alibaba holds an 80% share in the promising Chinese e-commerce market. The financial results disclosed Tuesday showed a fast-growing company with fat profit margins.
Still, the offering comes only a year after U.S.-traded Chinese Internet stocks recovered from a long slump prompted by a string of accounting scandals and worries about adequate disclosure.
'I think there are a lot of holes that haven't been filled,' said Forrester analyst Kelland Willis. 'People in the West have suspicions about the way Chinese companies are operating, and they're going to want to know specific numbers and details about Alibaba's books.'
Alibaba has time to explain more. The e-commerce giant--which valued itself at $109 billion in April and could fetch a valuation as high as $250 billion--is set to go on a long roadshow ahead of the listing expected late in the summer, according to people familiar with the matter. The company is also likely to file further amendments to its initial filing, those people say.
Though skepticism has abated since last year, many U.S.-listed Chinese companies still face investor worries about transparency. The U.S. Securities and Exchange Commission has raised questions about the accounting of more than 130 such companies in recent years. The Chinese affiliates of the Big Four accounting firms are appealing a U.S. court ruling that suspended them from auditing U.S.-traded clients for six months. The ruling was part of a broader dispute between Washington and Beijing about U.S. regulators' access to documents related to Chinese audit clients.
Alibaba's structure also raises the bar on disclosure, some investors say. Though company founder Jack Ma owns fewer shares than major shareholders SoftBank Corp. or Yahoo Inc., he and a group of 28 partners can nominate a majority of directors. The filing doesn't name the partners, who it said are members of the management of Alibaba or related companies.
Company executives also control Alipay, which it describes as important to its operations, but Alibaba itself doesn't own a stake. The filing didn't disclose Alipay's financial results.
The filing said the system is designed to preserve 'the culture shaped by [Alibaba] founders while at the same time accounting for the fact that founders will inevitably retire from the company.'
The scant details raise transparency concerns because Alibaba's structure 'still concentrates power into a few hands,' said Tony Hsu, a Shanghai-based portfolio manager for U.S. hedge fund Dalton Investments. He said he likes its long-term prospects, but added, 'it's a little surprising for a business of this scale not to provide more granular data.'
Alibaba's main businesses are its Chinese online shopping sites, Taobao and Tmall. But the company didn't break out individual performance figures for the two, instead lumping them with a third, smaller platform in a business category it calls 'China commerce' that makes up more than four-fifths of its revenue. For the nine months ended Dec. 31, the combined business posted revenue of 35.17 billion yuan ($5.64 billion), up 60% from the year-earlier period.
Overall, Alibaba reported net income of 17.71 billion yuan, more than four times the level of a year earlier, on total revenue of 40.47 billion yuan.
'What you want to see is some financial metrics on Tmall vs. Taobao vs. Alipay,' said Grace Su, senior research analyst at ClearBridge Investments, which oversees $94.8 billion.
In its filing, Alibaba said it wanted to avoid putting targets on specific business units to encourage cooperation.
Many investors said they weren't concerned, given Alibaba's presence as the dominant e-commerce company in the fast-growing China market.
'This is the company in China that really owns the marketplace,' said Sam Le Cornu, senior portfolio manager at Macquarie Investment Management in Hong Kong who manages approximately $1.2 billion. He added his firm will focus more on price. 'Whether or not we participate all comes down to one word: valuation,' he said.
The company makes money by charging vendors, large and small alike, fees for display and performance ads. It also charges commissions of between 0.5% and 5% on companies that operate on Tmall, a site that features storefronts run by larger branded companies like Apple Inc. and Gap Inc.
Analysts say Tmall's size is particularly important, as the site faces more intense competition with JD.com--China's second largest e-commerce site that sells goods directly through its own logistics network. Making JD.com more threatening is a recent tie-up with Alibaba rival Tencent Holdings Ltd. The partnership will help the site leverage Tencent's WeChat mobile messaging application, which currently has more than 355 million monthly active users.
Investors and analysts also said Alibaba didn't clearly spell out the financials of its cooperation with 14 domestic logistics companies that ensure packages ordered online get to end consumers. In 2012, Alibaba founder Mr. Ma said 'terrible' logistics were slowing the growth of Internet retailing in the country.
The prospectus does detail the fact that Alibaba's 14 partners are organized through agreements on data sharing, delivery commitments and pricing with a company called China Smart Logistics, in which Alibaba holds a 48% stake. It doesn't, however, go into specifics about the financial terms of Alibaba's cooperation with its logistics partners.
'[Alibaba] was very vague about logistics, and that's one of the areas they're missing as a major e-commerce player competing with JD.com,' said Forrester's Ms. Willis.
Alibaba was also quiet on laying out a vision for its push into entertainment. The company and some executives have spent almost $3 billion on investments in online video and video production companies in the past three months, but beyond descriptions of those transactions, there is little explanation in the filing of how the company plans to pull together its new holdings to attract users.
The company said in the filing it would continue to make investments in digital media, mobile services, logistics and other areas.
Paul Mozur / Mia Lamar
Some may need more prodding.
A number of investors and analysts said Wednesday that the more than 2,000 pages the Chinese e-commerce giant filed Tuesday leave many important questions unanswered. They include the individual performance of the major e-commerce platforms that make up the bulk of its revenue, details of the business of electronic-payment affiliate Alipay, its strategy for a string of pricey recent acquisitions, and plans for improving the way it delivers packages to Chinese customers.
Many investors are eagerly anticipating the offering because Alibaba holds an 80% share in the promising Chinese e-commerce market. The financial results disclosed Tuesday showed a fast-growing company with fat profit margins.
Still, the offering comes only a year after U.S.-traded Chinese Internet stocks recovered from a long slump prompted by a string of accounting scandals and worries about adequate disclosure.
'I think there are a lot of holes that haven't been filled,' said Forrester analyst Kelland Willis. 'People in the West have suspicions about the way Chinese companies are operating, and they're going to want to know specific numbers and details about Alibaba's books.'
Alibaba has time to explain more. The e-commerce giant--which valued itself at $109 billion in April and could fetch a valuation as high as $250 billion--is set to go on a long roadshow ahead of the listing expected late in the summer, according to people familiar with the matter. The company is also likely to file further amendments to its initial filing, those people say.
Though skepticism has abated since last year, many U.S.-listed Chinese companies still face investor worries about transparency. The U.S. Securities and Exchange Commission has raised questions about the accounting of more than 130 such companies in recent years. The Chinese affiliates of the Big Four accounting firms are appealing a U.S. court ruling that suspended them from auditing U.S.-traded clients for six months. The ruling was part of a broader dispute between Washington and Beijing about U.S. regulators' access to documents related to Chinese audit clients.
Alibaba's structure also raises the bar on disclosure, some investors say. Though company founder Jack Ma owns fewer shares than major shareholders SoftBank Corp. or Yahoo Inc., he and a group of 28 partners can nominate a majority of directors. The filing doesn't name the partners, who it said are members of the management of Alibaba or related companies.
Company executives also control Alipay, which it describes as important to its operations, but Alibaba itself doesn't own a stake. The filing didn't disclose Alipay's financial results.
The filing said the system is designed to preserve 'the culture shaped by [Alibaba] founders while at the same time accounting for the fact that founders will inevitably retire from the company.'
The scant details raise transparency concerns because Alibaba's structure 'still concentrates power into a few hands,' said Tony Hsu, a Shanghai-based portfolio manager for U.S. hedge fund Dalton Investments. He said he likes its long-term prospects, but added, 'it's a little surprising for a business of this scale not to provide more granular data.'
Alibaba's main businesses are its Chinese online shopping sites, Taobao and Tmall. But the company didn't break out individual performance figures for the two, instead lumping them with a third, smaller platform in a business category it calls 'China commerce' that makes up more than four-fifths of its revenue. For the nine months ended Dec. 31, the combined business posted revenue of 35.17 billion yuan ($5.64 billion), up 60% from the year-earlier period.
Overall, Alibaba reported net income of 17.71 billion yuan, more than four times the level of a year earlier, on total revenue of 40.47 billion yuan.
'What you want to see is some financial metrics on Tmall vs. Taobao vs. Alipay,' said Grace Su, senior research analyst at ClearBridge Investments, which oversees $94.8 billion.
In its filing, Alibaba said it wanted to avoid putting targets on specific business units to encourage cooperation.
Many investors said they weren't concerned, given Alibaba's presence as the dominant e-commerce company in the fast-growing China market.
'This is the company in China that really owns the marketplace,' said Sam Le Cornu, senior portfolio manager at Macquarie Investment Management in Hong Kong who manages approximately $1.2 billion. He added his firm will focus more on price. 'Whether or not we participate all comes down to one word: valuation,' he said.
The company makes money by charging vendors, large and small alike, fees for display and performance ads. It also charges commissions of between 0.5% and 5% on companies that operate on Tmall, a site that features storefronts run by larger branded companies like Apple Inc. and Gap Inc.
Analysts say Tmall's size is particularly important, as the site faces more intense competition with JD.com--China's second largest e-commerce site that sells goods directly through its own logistics network. Making JD.com more threatening is a recent tie-up with Alibaba rival Tencent Holdings Ltd. The partnership will help the site leverage Tencent's WeChat mobile messaging application, which currently has more than 355 million monthly active users.
Investors and analysts also said Alibaba didn't clearly spell out the financials of its cooperation with 14 domestic logistics companies that ensure packages ordered online get to end consumers. In 2012, Alibaba founder Mr. Ma said 'terrible' logistics were slowing the growth of Internet retailing in the country.
The prospectus does detail the fact that Alibaba's 14 partners are organized through agreements on data sharing, delivery commitments and pricing with a company called China Smart Logistics, in which Alibaba holds a 48% stake. It doesn't, however, go into specifics about the financial terms of Alibaba's cooperation with its logistics partners.
'[Alibaba] was very vague about logistics, and that's one of the areas they're missing as a major e-commerce player competing with JD.com,' said Forrester's Ms. Willis.
Alibaba was also quiet on laying out a vision for its push into entertainment. The company and some executives have spent almost $3 billion on investments in online video and video production companies in the past three months, but beyond descriptions of those transactions, there is little explanation in the filing of how the company plans to pull together its new holdings to attract users.
The company said in the filing it would continue to make investments in digital media, mobile services, logistics and other areas.
Paul Mozur / Mia Lamar
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