$聚美优品(JMEI)$ 私有化基本板上钉钉了。不可能有任何变数了。因为，管理层有88.6%的投票权，只要在市场上再收一点点票，达到90%的投票权，就可以用short merge这种形式完成私有化。连股东大会都不用开了。tender offer 完成后20天，直接退市了。

如果按照short merge，连当异议股东，打官司的权力都没有了。

陈欧真牛逼！！！

No Shareholder Vote Required to Authorize the Plan of Merger and the Merger

Holders of Shares (including holders of Class A Ordinary Shares represented by ADSs) will not be entitled to a vote with respect to the Merger, as Parent holds at least 90% of the total voting power in the Company and the Merger will be a “short-form” merger in accordance with Part XVI (and in particular section 233(7)) of the Cayman Islands Companies Law, which does not require approval of the shareholders of the parties to the Merger.

No Ability to Assert Dissenters’ Rights

As the Merger will be a “short-form” merger in pursuant to section 233(7) of the Cayman Islands Companies Law and no shareholder vote on the Merger will be held, holders of Class A Ordinary Shares (including holders of Class A Ordinary Shares represented by ADSs) will not be able to exercise dissenters’ rights under section 238 of the Cayman Islands Companies Law, which applies to mergers under the Cayman Islands Companies Law in which a shareholder vote is held. A copy of Section 238 of the Cayman Islands Companies Law is attached to this Transaction Statement as Exhibit (f)(2) for the information of the Unaffiliated Security Holders.