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美国股东挑战新浪失败,提名候选人未入董事会

更新时间:2017-11-6 18:48:14 来源:纽约时报中文网 作者:佚名

Sina, an Internet Pioneer in China, Wards Off U.S. Activist
美国股东挑战新浪失败,提名候选人未入董事会

HONG KONG — An American shareholder that challenged Sina, the Chinese internet pioneer, has lost its fight to shake things up.

香港——一家挑战中国互联网先驱新浪的股东,在试图改变现状的斗争中失败了。

Aristeia Capital, a hedge fund based in Connecticut, forced a referendum among Sina’s shareholders over whether the company should consider changes in its business to make more money for the shareholders.

总部设在康涅狄格州的对冲基金Aristeia Capital强迫在新浪的股东中举行公投,决定该公司是否应该考虑对业务进行调整,以便为股东带来更多回报。

It was the first time that an American hedge fund and a New York-listed Chinese company had found themselves in this type of public spat, known as a proxy fight. The campaign was seen as a test case for similar campaigns at other Chinese companies.

这是美国对冲基金首次与纽约挂牌交易的中国公司陷入这种名为代理权之争的公开争夺。这场争夺被视作是对其他中国公司发起类似争夺的试金石。

But Aristeia’s closely watched appeal appeared to have fallen on deaf ears on Friday, when Sina announced that the investor’s two nominees had not been voted onto the board.

Aristeia的提议受到了密切的关注。但周五,新浪似乎对Aristeia的提议充耳不闻,宣布Aristeia提名的两个人选未当选董事会成员。

The company said that three-quarters of its shareholders voted against Brett Krause, one of Aristeia’s nominees to the board, while just over half voted against Aristeia’s other nominee, Thomas Manning.

新浪称,四分之三的股东投票反对Aristeia提名的布雷特·克劳斯(Brett Krause)进入董事会,略超过一半的人反对Aristeia提名的另一人托马斯·曼宁(Thomas Manning)。

More than three-quarters of investors voted to keep Yichen Zhang, a board member who was seeking re-election, Sina said in a statement.

新浪在一份声明中称,超过四分之三的投资者投票支持谋求连任的董事会成员张懿宸留任。

Charles Chao, Sina’s chairman and chief executive, said he was “grateful for shareholders’ support, input and participation” and “pleased that shareholders recognize the transformative growth and the unique value of the company.”

新浪董事长兼首席执行官曹国伟说他“感谢股东的支持、投入以及参与”,并表示“很高兴股东能够认同公司的转型增长和独特的价值”。

Still, Robert H. Lynch Jr., a partner at Aristeia, said “shareholders have sent a strong message to the company that change is needed and that the status quo is unsustainable and unacceptable.”

但Aristeia的合伙人小罗伯特·H·林奇(Robert H. Lynch Jr.)表示,“股东向新浪发出了强烈的信号,表明需要做出改变,现状不可持续、无法接受。”

The proxy fight came to an end on Friday afternoon, after a group of about 20 shareholders and company executives gathered in a conference room on the 42nd floor of a high-rise in Hong Kong.

周五下午,在大约20名股东和新浪高管在香港一栋高楼42层的会议室召开完会议后,这场争夺尘埃落定。

During the 25-minute meeting, a representative for Aristeia was given the opportunity to make a statement, according to two people who were present but who asked not to be named because they were not authorized to speak publicly.

据两名在场但因无权公开发声而要求不具名的人士称,在持续25分钟的会议期间,新浪给了Aristeia的代表陈述的机会。

Sina — which controls Weibo, one of China’s biggest social media platforms — seemed an unlikely target for an activist campaign. It has seen its share price soar over the past year as investors piled into technology stocks hoping to get a piece of China’s internet growth.

掌控着中国最大的社交媒体平台之一微博的新浪,似乎不太可能成为激进运动的目标。过去一年,随着投资者涌入科技股,希望在中国的互联网增长中分得一杯羹,新浪股价飙升。

But the New York-traded internet company found itself in the cross hairs of Aristeia earlier this year when the shareholder accused Sina of “failing to hold itself to the standards expected of U.S.-listed public company boards.” Aristeia pushed Sina to consider a sale or merger of Sina or Weibo.

但今年早些时候,当Aristeia指责新浪“未能达到在美国挂牌的上市公司董事会应有的标准”时,在纽约交易的该互联网公司发现自己成了这名投资者的靶子。Aristeia要求新浪考虑在新浪和微博之间择一进行出售或合并。

Sina’s operations include online entertainment and news. But its most valuable asset is a 46 percent controlling stake in Weibo, which is listed separately. The separate listing helped to trigger the proxy fight. Even as Sina’s shares jumped by nearly three-quarters this year, Weibo’s shares have more than doubled. Weibo is now more than twice as valuable as Sina.

新浪的业务包括在线娱乐和新闻。但其最值钱的资产是单独上市的微博46%的控股权。微博的单独上市掀起了这场战争。尽管今年新浪的股价涨了近四分之三,但微博股价翻了一番多。微博现在的价值是新浪的两倍多。

The campaign was seen as a rare test of the power that American shareholders have in Chinese companies that are listed in the United States. It also touched a nerve for some investors who have complained about fewer shareholder rights in Chinese companies that are incorporated in business-friendly countries like the Cayman Islands. These investors have expressed frustration that some companies appear to be managed for the sole benefit of top executives.

这场争夺被视作是对美国股东对在美上市的中国公司所拥有权力的罕见检验。它也触碰到了一些投资者的神经。他们抱怨,注册于开曼群岛等商业友好国家的中国公司里,股东权益较小。这些投资者对一些公司的管理似乎只服务于高管的利益表达了不满。

“The bottom line is that Sina’s poor corporate governance, lack of substantive engagement with its shareholders and substantial valuation discount need to be addressed,” Mr. Lynch said, adding that Aristeia would continue to “pursue all avenues” to “further the goals of maximizing shareholder value and enhancing corporate governance.”

“关键是需要解决新浪企业管理不善、缺乏与股东的实质性沟通和市值被严重低估的问题,”林奇说,并接着表示Aristeia会继续“努力通过所有渠道”,“推进股东利益最大化和加强企业管理的目标”。

Responding to this criticism, Mr. Chao said on Friday, “We will continue engaging constructively with our shareholders toward our common goal of long-term value creation.”

在回应上述指责时,曹国伟周五说,“我们将继续以建设性的态度与股东共同实现创造长期价值的目标。”

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