Compiled from: Hupu.com, Futu Securities
 
On May 9, Pear Video reported that during the "Dialogue with Youth" program in Jingdezhen, Jack Ma unexpectedly "called out" Jiang Fan while discussing current tourist attractions in China.

 
IT Home learned that Jack Ma said in the program that the mythological stories told at Chinese scenic spots are no longer listened to by anyone.
 
The items sold at scenic spots are shoddily made, and products from Jingdezhen could be sold in these places.
 
[1] He said that upon returning, he would discuss with Jiang Fan about opening a dedicated space for artisans on Taobao.
 
[2] In response to the impact of the Jiang Fan incident, Alibaba Group had previously announced the relevant investigation and handling results: Jiang Fan was stripped of his Alibaba partner status, given a demerit, demoted from M7 (Senior Vice President of the Group) to M6 (Vice President of the Group), and had all rewards for the previous fiscal year revoked.

 
[3] After being removed as an Alibaba partner, what rights and interests will Jiang Fan lose?

[4] What is the Alibaba partnership system? What rights and interests will Jiang Fan, the "Alibaba successor" who was removed, lose? It is worth looking at Alibaba's official explanation of the partnership system.
 
[5] Introduction to the Partnership System
 
[6] To continue to uphold the spirit of partnership and ensure the inheritance of the company's mission, vision, and values, Alibaba has established a partnership mechanism. This partnership mechanism is the Alibaba partnership system. Jack Ma and Joseph Tsai are permanent partners, while other partners "retire" from the Alibaba partnership when they leave Alibaba Group or its affiliated companies.
 
Each year, partners may nominate and elect candidates for new partners. New partners must have worked at Alibaba or its affiliated companies for more than five years, have made positive contributions to the company's development, highly identify with the company culture, and be willing to fully commit to the company's mission, vision, and values. During their tenure as partners, each partner must hold a certain proportion of the company's shares.
 
Unlike the dual-class share structure that attempts to concentrate voting rights in the hands of a few founders, the Alibaba partnership system reflects the shared vision of the majority of management partners. Under the Alibaba partnership system, all partners enjoy voting rights on a "one person, one vote" basis.
 
Nomination and appointment rights of partners
 
(1) Partners have the right to nominate directors;
 
(2) Directors nominated by partners account for more than half of the board members. If, for any reason, the number of directors nominated or appointed by partners falls below half of the board members, partners have the right to appoint additional directors to ensure their control over more than half of the board;
 
(3) If shareholders do not agree to elect directors nominated by partners, partners may appoint new interim directors until the next annual general meeting.
 
(4) If a director leaves office for any reason, the partners have the right to appoint an interim director to fill the vacancy until the next annual general meeting.
 
The right to nominate board members is the most important power of Alibaba's partners.
 
The nomination and appointment rights of Alibaba's partners can be seen as the result of negotiations between Alibaba's founders and management and major shareholders. Through this mechanism, Alibaba's partners have obtained the right to nominate and appoint directors beyond that of other shareholders, controlling the selection of directors and thereby determining the company's operations.
 
Partners' bonus distribution rights
 
Alibaba annually distributes bonuses to the company's management, including its partners. In its prospectus, Alibaba emphasizes that these bonuses are pre-tax expenses.
 
This means that the partners' bonus distribution rights differ from shareholders' dividend rights. Shareholder dividends are distributed from after-tax profits, while partners' bonuses are treated as management expenses.
 
Composition and functions of the partner committee
 
The partner committee consists of five members and is responsible for:
 
(1) Reviewing nominations of new partners and arranging their election;
 
(2) Recommending and nominating candidates for directors;
 
(3) Allocating the annual cash bonus assigned to partners by the compensation committee to non-executive partners.
 
SoftBank, when holding 15% or more of the shares, has the right to nominate one director, while other directors are nominated by the director nomination committee.
 
Committee members are elected through competitive elections, with a term of three years and eligibility for re-election. The Partners Committee is the core department within the Alibaba Partnership structure, overseeing the review and election of partners.
 
Restrictive provisions
 
According to the company's articles of association, in the event of major changes such as a change of control, merger, or sale, partners and other common shareholders will receive the same consideration.
 
Furthermore, the company's articles of association stipulate that the right of Alibaba partners to nominate directors cannot be transferred, nor can it be exercised through agents or other third parties, though Alibaba partners may choose not to exercise all rights.

Under what circumstances can a partner be expelled?

A partner can be expelled. If a partner falls under any of the following circumstances, a resolution for expulsion may be passed with the unanimous consent of the other partners.
 
(1) Failure to fulfill capital contribution obligations;
 
(2) Causing losses to the partnership enterprise due to intentional acts or gross negligence;
 
(3) Engaging in improper conduct when executing partnership affairs;
 
(4) Occurrence of circumstances stipulated in the partnership agreement.
 
The resolution to expel a partner shall be notified in writing to the expelled person. The expulsion takes effect on the date the expelled person receives the notice, and the expelled person withdraws from the partnership.
 
If the expelled person objects to the expulsion resolution, they may file a lawsuit with the court within 30 days from the date of receiving the expulsion notice.