Our articles of association, as currently in effect or may be amended in accordance with its terms from time to time, provide that persons standing for election as directors at a duly constituted general meeting with requisite quorum shall be elected by an ordinary resolution of our shareholders, which requires the affirmative vote of a simple majority of the votes cast on the resolution by the shareholders entitled to vote who are present in person or by proxy at the meeting.
Our articles of association provide that our board of directors is divided into three groups designated as Group I, Group II and Group III with as nearly equal a number of directors in each group as possible.
The directors assigned to the different groups and their terms of office are as follows:
| Group I |
| Until our 2027 annual general meeting of shareholders |
| Group II |
| Until our 2025 annual general meeting of shareholders |
| Group III |
| Until our 2026 annual general meeting of shareholders |
At each annual general meeting of shareholders, directors elected to succeed those directors of the group the term of which shall then expire shall be elected for a term of office to expire at the third succeeding annual general meeting after their election. Directors elected to a group the term of which has not then expired shall be elected for the remaining term of office of such group.
Our articles of association provide that, unless otherwise determined by shareholders in a general meeting, our board shall consist of not less than seven directors. Our articles of association further provide that our board shall be comprised of no fewer than five directors. We have no provisions requiring the retirement of directors upon reaching any age limit. The board of directors may expand the maximum number of directors on the board, subject to any maximum number to be determined from time to time by the shareholders at a general meeting.
Nomination by Alibaba Partnership
Our articles of association provide that the Alibaba Partnership has the right to nominate such number of persons who shall stand for election as directors as may be required to ensure that directors nominated or appointed by the Alibaba Partnership shall constitute a simple majority of the total number of directors on our board of directors, with as equal a number of such nominated directors assigned to each group of directors as possible. If at any time our board of directors consists of less than a simple majority of directors nominated or appointed by the Alibaba Partnership for any reason, including because a director previously nominated by the Alibaba Partnership ceases to be a member of our board of directors or because the Alibaba Partnership had previously not exercised its right to nominate or appoint a simple majority of our board of directors, the Alibaba Partnership shall be entitled (in its sole discretion) to appoint such number of additional directors to the board as necessary to ensure that the directors nominated or appointed by the Alibaba Partnership comprise a simple majority of our board of directors. Our articles of association further provide that the Alibaba Partnership's nomination rights are conditioned on the Alibaba Partnership being governed by the partnership agreement, as may be amended in accordance with its terms from time to time.
Eddie Wu, Joe Tsai, Maggie Wu and Michael Evans are designated Alibaba Partnership nominees.
Nomination by Nominating and Corporate Governance Committee
The nominating and corporate governance committee of the board of directors has the right to determine the persons who shall stand for election as directors for the remainder of the places available for election to our board of directors.
Jerry Yang, Wan Ling Martello, Weijian Shan, Irene Yun-Lien Lee, Albert Kong Ping Ng and Kabir Misra are nominees of the nominating and corporate governance committee.
Appointment of Alternative Nominee; Vacancy
In the event that the appointment of any person standing for election as a director fails to be approved by a simple majority of votes cast at a duly constituted general meeting of shareholders, the party that nominated such person to stand for election shall have the power to appoint a different person to the board to be a director until the next annual general meeting of shareholders after such appointment. Such appointment shall become effective upon the nominating party giving a written notice (duly signed by the general partner of the Alibaba Partnership, or by majority of the members of the nominating and corporate governance committee, as the case may be) to our company, without the requirement for any further vote or approval by the shareholders or the board.
In the event of a casual vacancy on the board due to the resignation, death or removal of a director, the party that nominated or appointed such director shall have the right to appoint a person to the board to be a director until the next annual general meeting of shareholders after such appointment.
A director will be removed from office automatically if, among other things, the director (1) dies or becomes bankrupt or makes any arrangement or composition with his creditors generally; or (2) is found of unsound mind; or (3) resigns his office by notice in writing to our company.
In addition, so long as the Alibaba Partnership is governed by the partnership agreement as may be amended in accordance with its terms from time to time,
- the directors nominated or appointed by the Alibaba Partnership are subject to removal, with or without cause, only by the Alibaba Partnership; and
- any director nominated or appointed by the nominating and corporate governance committee may be removed for cause by a vote of the majority of the board of directors upon the recommendation of the nominating and corporate governance committee.
After such time, any director may be removed by ordinary resolution, with or without cause.
