1. Partner qualification requirements:
(1) Partners must have worked in Ali for 5 years;
(2) Partners must hold shares in the company and have limited sales requirements;
(3) The current partner nominates and recommends to the partner committee, and the partner committee approves his participation in the election; (4) On the basis of one person, one vote, more than 75% of the partners voted to join, and the election and removal of partners need not be reviewed or passed by the shareholders' meeting. In addition, becoming a partner must meet two flexible standards: making positive contributions to the company's development; Moreover, he highly agrees with the company culture and is willing to do his best for the company's mission, vision and values.
2. Right to nominate and appoint partners:
(1) Partners have the right to nominate directors;
(2) The directors nominated by the partners account for more than half of the board of directors. If for any reason, less than half of the directors are nominated or appointed by the partners, the partners have the right to appoint additional directors to ensure the control of more than half of the directors; (3) If the shareholders do not agree to elect the directors nominated by the partners, the partners may appoint new temporary directors until the next annual general meeting of shareholders;
(4) If the director leaves his post for any reason, the partner has the right to appoint a temporary director to fill the vacancy until the next annual general meeting. The nomination and appointment rights of Ali partners can be regarded as the result of negotiations between Ali's founder and management and major shareholders. Through the establishment of this mechanism, Ali partners have the right to nominate and appoint directors beyond other shareholders, control the candidates of directors, and then decide the operation of the company.
3. Partner bonus distribution right: Ali will pay bonuses to the management of the company including the company's partners every year. Ali emphasized in the prospectus that the bonus is a pre-tax item. This means that the partner's dividend distribution right will be different from the shareholder's dividend distribution right, the shareholder's dividend will be distributed from the after-tax profit, and the partner's dividend distribution will be treated as management expenses.
4. Composition and power of the partners' committee: The partners' committee consists of five members and is responsible for:
(1) Review the nomination of new partners and arrange their elections;
(2) recommending and nominating directors;
(3) Distribute the annual cash bonus distributed to partners by the Remuneration Committee to bad partners. The members of the Committee are elected by the difference, with a term of three years and can be re-elected. The Partner Committee is the core department in Ali's partner structure, which holds the review and election of partners.
In order to ensure the long-term stability of Ali's partner system, Ali has also formulated (made) the following rules and arrangements:
1. It is more difficult to change the partner system from the rules.
The change of Ali partner system needs to be approved by directors' opinions and shareholders' votes: from the directors' point of view, any modification of the purpose of Ali partnership agreement and the nomination right of Ali partners' directors must be approved by the majority of directors, who should be independent directors as stipulated in the corporate governance rules 303A of NYSE, and any modification of the nomination procedure of directors in the partnership agreement must be unanimously agreed by independent directors; From the shareholders' point of view, according to the revised articles of association after listing, the amendment of Ali's nomination right and the amendment of relevant clauses in the articles of association must be approved by more than 95% of the shareholders attending the shareholders' meeting.
2. Agree with the major shareholder to consolidate the control right of the partner.
Ali partners have reached a series of voting rights binding agreements with Softbank and Yahoo to further consolidate their control over the company. According to Ali's prospectus, the board of directors of listed companies has 9 members, and Ali partners have the right to nominate a simple majority (that is, 5 members). For example, Softbank holds 65,438+05% or more shares in Ali, Softbank has the right to nominate 65,438+0 directors, and the remaining three directors are nominated by the Nomination Committee of the Board of Directors. The above-mentioned nominated directors will be elected by a simple majority at the general meeting of shareholders. According to the aforementioned voting rights binding agreement, Ali Partner, Softbank and Yahoo will support each other by voting at the shareholders' meeting to ensure that Ali Partner can not only control the board of directors, but also basically control the voting results at the shareholders' meeting.
Agreement:
(1) Softbank promises to vote for the directors nominated by Ali partners at the shareholders' meeting. Without the consent of Ma Yun and Cai Chongxin, Softbank will not vote against the nomination of Ali partner directors;
(2) SoftBank will put its voting rights of not less than 30% of Ali common stock under voting trust management, which is dominated by Ma Yun and Cai Chongxin. Since Softbank has the right to nominate a director, Ma Yun and Cai Chongxin will use voting rights to support the election of directors nominated by Softbank at the shareholders' meeting;
(3) Yahoo will use its voting rights to support the election of Ali partners and directors nominated by Softbank.