小红书因前员工期权纠纷案件引发关注,该案被视为国内首例穿透VIE架构、认定境外期权属于劳动报酬的标杆判例。12022年6月入职小红书的陈浩年薪约160万元,其中近三分之一以境外主体Xingin International Holding Limited授予的期权形式发放。12023年12月,距离首批期权成熟行权仅剩5个月,小红书以"不胜任工作"为由单方解除其劳动关系。1
广州市天河区人民法院于2025年2月判决小红书违法解约,判赔152324元及服务奖金37000元。1广州市中级人民法院终审维持一审判决,小红书方面合计赔付约85万元,包括违法解除赔偿金19万余元及期权损失补偿66万余元。1该案暴露出小红书在VIE架构信息披露中存在自相矛盾——既在劳动诉讼中声称与境外期权主体无关,又在上市筹划中宣称通过协议100%控制境内运营实体。1
陈浩称已有近50名小红书离职员工反馈遭遇"行权前夕被优化"的类似经历。17月22日小红书公开回应称"目前流传的IPO相关信息均不属实"。1截至2026年3月,港交所递交上市申请的186家企业中,采取红筹模式申报的仅占14.5%,选择H股直接上市的占82.8%。1
Xiaohongshu faces scrutiny following a landmark labor dispute with former employee Chen Hao, whose case has exposed contradictions in how the platform discloses its VIE structure arrangements.1 Chen Hao joined Xiaohongshu in June 2022 on an annual salary of approximately 1.6 million yuan, with nearly one-third of his compensation issued as equity options through the offshore entity Xingin International Holding Limited.1 In December 2023, just five months before his first batch of options would have vested, Xiaohongshu terminated Chen Hao's employment on grounds of job incompetence.1
The Guangzhou Tianhe District People's Court ruled in February 2025 that Xiaohongshu's termination was unlawful, a decision upheld on appeal by the Guangzhou Intermediate People's Court.1 The platform ultimately paid approximately 850,000 yuan in total compensation, including over 190,000 yuan for wrongful termination and 660,000 yuan to compensate for option losses.1 The case is considered a landmark precedent domestically—the first to pierce the VIE structure and establish that offshore options constitute labor compensation.1
The dispute has revealed a critical inconsistency in Xiaohongshu's public positions: the company argued in litigation that it has no connection to the offshore option-issuing entity, yet has simultaneously claimed in IPO preparations that it maintains 100 percent control over its domestic operations through contractual agreements.1 Chen Hao has reported that approximately 50 other former employees have experienced similar circumstances—termination shortly before options were set to vest.1 In July, Xiaohongshu stated that "all circulating IPO-related information is untrue,"1 yet the case raises questions about governance practices as the platform continues its potential public listing process.
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