6月8日，送股后新浪大跌，微博小跌，差价进一步拉开，或许套利逻辑存在误区。
新浪第一次分拆微博股份时，曾质疑其方案可行吗？结果方案通过了，虽然新浪高开低走。但没有关注其方案细节和下跌的原因，今天的新浪大跌或许就是代价。
心中总有阴影，如果新浪的方案那么完美，为何雅虎不直接送 $阿里巴巴(BABA)$给股东呢？如果需要交税，新浪送股还是好方案吗？
$微博(WB)$$新浪(SINA)$
股票分拆主要需要考虑是否能够提升估值及由此带来的税收成本。
Yahoo本来也打算分拆阿里巴巴(BABA)，但始终没有能够通过的免税方案，后来不得不选择出售yahoo自身的资产，而保留阿里的股份。
那么新浪(SINA)把微博(WB)直接送给股东的方案是否不需要缴税呢？原来雪球几个专家都认为方案是可行的。送股给股东当然可行，但如果带来高额税收实际上就不是好的方案。
新浪两次送股后，股价都大幅回归，特别是6-8日在微博没有下跌多少的情况下大幅下跌，是不是股东们意识到了该日公告中提到的税收问题而做出的反应呢？yahoo免税分拆方案没有通过美国政府批准也带来了大幅下跌。
我的理解是：从新浪情况看，美国法律是需要缴税的，但开曼似乎不用交税，中国法律不太清楚，公司暂认为不用交税。
新浪不同于雅虎，因为主营业务和大股东在中国，现在税法模糊可暂不交税。
TAXATION
The following discussion is a summary of Cayman Islands, PRC and U.S. federal income tax consequences of the receipt of Weibo Shares in this distribution and the ownership and disposition of Weibo Shares based upon laws and relevant interpretations thereof in effect as of the date of this information statement, all of which are subject to change. This summary does not deal with all possible tax consequences relating to the distribution, such as the tax consequences under U.S. state and local tax laws or under the tax laws of jurisdictions other than the Cayman Islands, PRC and the United States.
Holders of our ordinary shares are encouraged to consult their tax advisors with respect to the tax consequences, including the income tax consequences, if any, to them of the acquisition, holding, redemption, sale or transfer of Weibo Shares.
Cayman Islands Tax Considerations
The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. No taxes, fees or charges will payable (either by direct assessment or withholding) by a holder of SINA ordinary shares to the Cayman Islands government or other taxing authority in the Cayman Islands under the laws of the Cayman Islands as a result of the receipt of Weibo Shares in the distribution.
People’s Republic of China Taxation
The PRC Enterprise Income Tax Law provides that an enterprise established under the laws of a foreign country or region but whose “de facto management body” is located in the PRC be treated as a resident enterprise for PRC tax purposes and consequently be subject to the PRC income tax at the rate of 25% for its global income. The Implementing Rules merely define the location of the “de facto management body” as “the place where the exercising, in substance, of the overall management and control of the production and business operation, personnel, accounting, properties, etc., of a non-PRC company is located.” The Circular regarding the Determination of Chinese-Controlled Offshore Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies provides certain specific criteria for determining whether the “de facto management body” of a Chinese-controlled offshore-incorporated enterprise is located in China. The Bulletin regarding the Administrative Measures on the Income Tax of Chinese-Controlled Offshore Incorporated Resident Enterprises (Interim) provides more guidance on the implementation of the circular, clarifying matters including resident status determination, post-determination administration and competent tax authorities. Although both the circular and the bulletin only apply to offshore enterprises controlled by PRC enterprises, not companies like us, the determining criteria set forth in the circular and the bulletin may reflect the State Administration of Taxation’s general position on how the “de facto management body” test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises or individuals. Based on a review of surrounding facts and circumstances, we do not believe that it is likely that our operations outside of the PRC should be considered a resident enterprise for PRC tax purposes.
If the PRC tax authorities determine that SINA is a PRC resident enterprise for enterprise income tax purposes, we may be required to withhold a 10% withholding tax from dividends we pay to our shareholders that are non-resident enterprises. It is unclear whether our non-PRC individual shareholders would be subject to any PRC tax on dividends obtained by such non-PRC individual shareholders in the event we are determined to be a PRC resident enterprise. If any PRC tax were to apply to such dividends, it would generally apply at a rate of 20% unless a reduced rate is available under an applicable tax treaty. However, it is also unclear whether non-PRC shareholders of SINA would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that SINA is treated as a PRC resident enterprise.
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U.S. Federal Income Tax Considerations
The following discussion is a summary of U.S. federal income tax considerations relating to the distribution of Weibo Shares to holders of our ordinary shares and to the ownership and disposition of Weibo Shares by a U.S. holder (as defined below) that acquires Weibo Shares in this distribution and holds our ordinary shares and Weibo Shares as “capital assets” (generally, property held for investment) under the Code. This summary is based upon applicable provisions of the Code, Treasury regulations promulgated thereunder, pertinent judicial decisions, interpretive rulings of the Internal Revenue Service (“IRS”) and such other authorities as we have considered relevant, all of which are subject to change, possibly with retroactive effect. No ruling has been sought from the IRS with respect to any U.S. federal income tax consequences described below, and there can be no assurance that the IRS or a court will not take a contrary position. This discussion does not discuss all aspects of U.S. federal income taxation that may be important to particular holders in light of their individual circumstances, including holders subject to special tax rules (for example, certain financial institutions, insurance companies, broker-dealers, traders in securities that have elected the mark-to-market method of accounting for their securities, regulated investment companies, real estate investment trusts, tax-exempt organizations (including private foundations)), holders who are not U.S. holders, holders who own (directly, indirectly or constructively) 10% or more of our voting stock, holders who acquire their ADSs or ordinary shares pursuant to any employee share option or otherwise as compensation, holders that will hold their ADSs or ordinary shares as part of a straddle, hedge, conversion, constructive sale, or other integrated transaction for U.S. federal income tax purposes, or holders that have a functional currency other than the U.S. dollar, all of whom may be subject to tax rules that differ significantly from those summarized below. In addition, except to the extent described below, this discussion does not address any estate, alternative minimum tax, Medicare, foreign, state or local tax considerations. Each U.S. holder is urged to consult its tax advisor regarding the U.S. federal, state, local, and non-U.S. income and other tax considerations of receipt of Weibo Shares in the distribution and the ownership and disposition of Weibo Shares.