MAA的功能
MAA的关键字是“优先”。VC/PE投资中，投资人一般在支付投资金额后获得公司发行的某一系列的优先股。优先股，顾名思义，具有比普通股优先的权利，在公司的资本结构中介于普通股与债券之间。MAA创设了优先股并规定了其在股权经济利益（主要包括分红与清算分配）上的优先权利。此外，MAA也规定了优先股的转换普通股的机制，和据此执行的反稀释调整与据此计算的投票权。在很多项目中，优先股还具有债权特征的回购权，在一定年限后，可以要求公司以事先约定的价格回购。
需要指出的是，优先性是一个相对概念，优先性可改变利益分配的顺序，并不改变可分配的利益总量。例如，当公司已经资不抵债，优先股较普通股的清算优先就不再有实质的意义。
MAA的结构
开源模板MAA采用一个优先股权利附件（Schedule of Preferred Shares）来集中设定优先股的权利，该MAA优先股权利附件的主要组成部分包括：
转换权（开源模板MAA Section 3 Conversion Right）
MAA规定了优先股对普通股的转换机制，包括：
- 转换比例
优先股对普通股转换比例由优先股的发行价除以其转换价所得。转换价（Conversion Price)是一个重要的概念，可以视作公司每股价值在某个时点的一个价值标尺。初始的转换价等于发行价（即每股投资成本），故而优先股对普通股的初始转换比例为1：1。这一比例不会变化，除非发生MAA规定的对转换价的调整。
- 等比例转换价调整
第一种转换价调整是发生在普通股发生拆股、合股等事项，优先股转换价会相应地等比例调整。例如，如果普通股发生1：2的拆股，转换价会相应地减半，从而使优先股对普通股的转换比例由1：1调整为1：2。显而易见，这样的等比例调整并不改变优先股在公司的持股比例。
- 反稀释调整
另一种转换价调整发生在公司发生低价轮（down round）融资时，即公司新发股份的发行价低于当时有效的转换价。在此情况下，优先股的价值（而不仅是持股比例）发生了稀释。为了保护优先股的利益，会对转化价进行调整从而提高优先股对普通股的转换比例，增厚优先股的持股比例，从而对抗低价轮对优先股价值的稀释。市场上有两种反稀释调整方式，完全棘轮（full rachet）调整和加权平均（weighted average）调整。在完全棘轮调整下，转换价将被重置为低价轮的发行价，而在加权平均调整下，转换价将按照一个加权平均的公式调整为一个介于调整前转换价与低价轮的发行价之间的值。与等比例调整不同的是，反稀释调整本质上是在低价轮中对原有股东的持股比例重新分配，被调整的优先股的持股比例将上升，而其他股份的持股比例则相应下降。显然，完全棘轮调整的调整力度更大，对优先股更为有利。
- 转换方式
优先股对普通股的转换有两种方式，自愿转换（optional conversion）和自动转换（automatic conversion）。优先股股东可在任何时候将持有的优先股转换为普通股。在发生符合要求的IPO（往往对IPO的发行价和发行规模有要求）时，所有优先股将自动转换为优先股 （有时在获得优先股股东多数的书面同意后，优先股也会自动转换为普通股。一方面，当优先股转换为普通股时会失去优先股的权利，在正常情况下，优先股股东不会在上市前自愿转换为普通股。另一方面，优先股的存在会阻碍公司的上市，所以需要有自动转换机制。
投票权（开源模板MAA Section 2.3 Voting Rights）
每股优先股的投票权等于其可转换的普通股的股数。在股东投票时，优先股与普通股的票数合并计算，除非章程与法律有特定要求某一类型的股份的票数单独计算。
与SHA重叠部分
开源模板MAA的其他部分（董事会、保护性条款、清算优先、回购权、分红权等）与SHA重叠，关于这些条款的简介请见开源模板SHA简介。SHA与MAA的执行机制不同，SHA是合同，对其签字方有约束力，一般由香港法管辖，通过仲裁执行，而MAA是章程，对公司与其股东有约束力，由开曼公司法管辖，通过开曼法院执行。重叠的条款可以在两种执行机制下都得到保护。
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