迄今最简洁的境外上市VIE架构说明

迄今最简洁的境外上市VIE结构说明（Explaining VIE structures）

This posting will explain the use of variable interest entities (VIEs) by U.S. listed Chinese companies. I have selected

E-Commerce Dangdang, Inc. (NYSE: DANG), which listed on the NYSE late in 2010, as an example of how the VIE structure is used. I have selected Dangdang because it follows the archetypal model for VIE structures, not because it has any higher or lower risks than other companies using VIEs.

这个帖子将揭示中国上市公司的VIE架构的使用。本文以2010年晚些时候在纽交所上市的当当电子商务公司为例说明VIE架构是如何使用的。之所以选择当当，是因为该公司的VIE架构很好的贴合了该类架构的原型，而不是因为它使用VIE比别的公司有更高或更低的风险。

Offshore holding companies. Like most U.S. listed Chinese companies, the actual listed company of DangDang is a Cayman Islands corporation. After the IPO, founders Peggy Yu and Guoqing Li controlled 44.1% of the voting power of the company.

离岸控股公司。像大多数在美国上市的中国公司一样，实际上市主体是一个开曼群岛公司。IPO以后，Peggy Yu(俞渝)和李国庆两人控制该公司44.1%的表决权。

Chinese companies that list in the U.S. mostly use a foreign incorporated company as the listed company. The exceptions are large former state-owned enterprises like PetroChina or China Life, which list the Chinese incorporated parent company. The foreign parent companies are usually incorporated in the Cayman Islands because it is a favored location for offshore companies due to its tax-free status and established legal system that is built on English law. Some companies have used corporations formed in the British Virgin Islands or the U.S. U.S. holding companies are usually a poor choice, since this brings the corporate group into the U.S. tax net. Such arrangements are usually an accident of history

– the founders having started the company in the U.S. or used a reverse merger with a U.S. shell company.

在美上市的中国公司大都使用境外公司作为上市主体。例外的是一些大的前国有企业，如中国石油或中国人寿，这些公司是以境内母公司为主体上市的。境外母公司经常设立在开曼群岛的原因是当地的免税待遇和以英国法为基础的确定的法律体系，这使得开曼群岛成为境外公司选址的不二选择。一些公司也使用在BVI即英属维尔京群岛设立的公司作为上市主体，而鲜有人选择位于美国的美国控股公司作为上市主体是因为整个公司集团的收入都会被强制纳税。这样的架构的安排通常是历史的

偶然，除非公司创始人已经在美国开公司或者已经用一个美国壳公司反向并购其母公司。

The usual way to prepare for an IPO would be to contribute the shares of the Chinese operating company to the Cayman Islands company so that the Chinese company becomes a wholly owned subsidiary of the Cayman Islands company. The big problem with that was that foreign investment is not permitted in the internet sector where Dangdang operates. There are other problems related to foreign exchange and taxes that I will cover in another posting. In order to list in the U.S. (or anywhere for that matter), it was necessary for the Cayman Islands corporation to be able to consolidate in its financial statements the Chinese operations of Dangdang that were held by the founders. The Cayman company also needed a way to get access to the profits of the Chinese operations for the benefit of the shareholders. Since they could not simply transfer the Chinese company to the Cayman Island holding company, they used the VIE rules to consolidate the Chinese operations by putting in place the archetypal VIE structure, as illustrated in this chart from their registration statement: