What is the content of the legal text of the Alibaba partnership system original

The main provisions of the Ali partner system are as follows:

1. Qualification requirements for partners: (1) The partners must have served Ali for at least 5 years; (2) the partners must hold shares in the company and there is a restriction requirement[2]; (3) The incumbent partners shall nominate and recommend them to the Partners Committee, and the Partners Committee shall review and approve their participation in the election; (4) On the basis of one person, one vote, more than 75% of the partners vote to approve their membership, and the election and removal of partners do not need to be deliberated or approved by the general meeting of shareholders. In addition, there are two flexibility criteria to become a partner:

Positive contribution to the development of the company; and, highly identify with the company's culture and be willing to do its best for the company's mission, vision and values.

2. The right to nominate and appoint partners: (1) Partners have the right to nominate directors; (2) where the directors nominated by the partners constitute more than half of the directors on the board of directors and for any reason less than half of the directors nominated or appointed by the partners on the board of directors, the partners shall 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 the election of the directors nominated by the partners, the partners may appoint new interim directors until the next annual general meeting[3]; (4) In the event of the resignation of a director for any reason, the partners have the right to appoint interim directors to fill the vacancy until the next annual general meeting[4]. The right to nominate and appoint Alibaba partners can be regarded as the result of negotiations between the founders and management of Alibaba and the major shareholders, and through the establishment of this mechanism, Alibaba partners have the right to nominate directors and appoint and remove directors beyond other shareholders, control the selection of directors, and then determine the operation of the company.

3. Partners' right to distribute bonuses: Ali will issue bonuses to the company's management, including the company's partners, every year, and Ali emphasized in the prospectus that the bonus is a pre-tax expense. This means that the partner's right to distribute bonuses will be different from the right to shareholder dividends, which are distributed from after-tax profits, while the partner's bonus distribution will be treated as an administrative expense.

4. Composition and powers of the Partner Committee: The Partner Committee has a total of 5 members[5], who are responsible for: (1) reviewing the nomination of new partners and arranging their election; (2) Recommending and nominating candidates for directorship; (3) Distribute the annual cash dividends allocated by the Remuneration Committee to partners who are not in executive capacity.

Members of the Committee shall be elected by a differential election[6] for a term of three years and may be re-elected. The Partner Committee is the core department of Alibaba's partner structure, which controls the review and election of partners.

Partners refer to organizations and individuals who invest in the formation of a partnership and participate in the partnership, and are the main body of the partnership. The first thing you have in a partnership is the partners. A partner is a relatively common concept in jurisprudence, usually referring to a natural or legal person who invests in a partnership with his assets, participates in the partnership, enjoys rights and obligations according to the agreement, and bears unlimited (or limited) liability for the debts of the enterprise.

Partners should have the capacity for civil rights and conduct. First, a person who cooperates with others to run a business, a business, or participates in the same activity, a person who works together; Second, a person who engages in any activity with others. One or more of two or more persons who are in partnership for the purpose of making a business for profit; third, a person who is considered to be similar to such a partner who shares common rights and obligations with others (e.g., in an enterprise); fourth, it is united by a partnership; fifth, a person who cooperates with another person or assists him in his mission or serves him; The sixth accomplice, the one who unites with another person as a sharer.

A person who is a "partner" to nominate a majority of the directors on the board of directors, rather than allocating the right to nominate directors in proportion to their shares (the law of partnerships). It should be noted that the rights and responsibilities of the so-called "partners" of Alibaba are limited, and they cannot directly appoint directors; The nominated directors are still subject to a vote of the shareholders' meeting before they can be appointed.

The development of modern Internet companies needs to plug in the wings of capital. However, the influx of a large amount of capital will inevitably weaken the equity control of the founding management team, and the management team, which has mastered the core competitiveness (knowledge and human resources) of the development of Internet enterprises, attempts to veto the basic principle of the company law "capital majority rule" to a certain extent by innovating the company's governance structure, so as to realize the control and personal interests of the founding management team over the company.

Ma Yun's "partnership system" is obviously the embodiment of such a trend, and the governance structure of his two-tier equity structure (AB shares) with JD.com and other companies is actually a purpose, a different form of expression, which is "changing the soup but not the medicine".

【Answer】a

Answer analysis] If a limited partner falls under one of the following circumstances, it will of course withdraw from the partnership: (1) the natural person who is a partner dies or is declared dead in accordance with the law (option B); (2) The legal person or other organization that is a partner has its business license revoked, ordered to close down, revoked, or declared bankrupt in accordance with the law (option c); (3) the law or partnership agreement stipulates that the partner must have the relevant qualifications and loses such qualifications; (4) The entire property share of the partners in the partnership is enforced by the people's court (option D). Option A:

If a natural person who is a limited partner loses the capacity for civil conduct during the existence of the limited partnership, the other partners shall not require him to withdraw from the partnership for this reason.