本文认为:剩余价值学说不可能成为我国私营企业的阶级合作的理论基础;剩余价值的产生也不是企业家的人力资本的增殖:时而说财富创造和时而说价值创造会存在矛盾;生产要素论无法说明各要素分别创造的财富量;私营企业按合同进行分配的背后应有其规律。 This paper argues that the theory of surplus value can not become the theoretical basis of the class cooperation of private enterprises in our country. The generation of surplus value is also not the proliferation of human capital of entrepreneurs: from time to time, there is a contradiction between the creation of wealth and the creation of value. Explain the amount of wealth created by each factor; private enterprises should have their own rules behind the distribution according to the contract.