Shulou(Shulou.com)11/24 Report--

Update: "it is reported that Jack Ma considered reducing his voting rights to the Ant Group many years ago."

CTOnews.com, January 7, an announcement issued by Ant Group today shows that in order to continuously improve corporate governance and achieve long-term sustainable development, Ant Group plans to take a series of upgrading measures at the board of directors and shareholder level, including the introduction of a fifth independent director, shareholder superstructure adjustment, and promoting the matching of shareholders' voting rights with economic interests.

Ant Group has continued to improve its corporate governance since 2021, the announcement said. at present, the eight directors of the board of directors include four independent directors, and the proportion of independent directors has increased to 50%. There are six special committees, including the risk Management and Consumer Rights Protection Committee and the ESG Sustainable Development Committee. On this basis, it is planned to continue to introduce the fifth independent director to achieve more than half of the independent directors in the board of directors. At the same time, the relevant management members will no longer serve as Alibaba partners, further enhance the transparency and effectiveness of corporate governance, and strengthen the isolation from the shareholder Alibaba Group.

At the shareholder level, in order to further meet the requirements of the modern corporate governance system and promote the matching of shareholders' voting rights with their economic interests, the main shareholders and relevant beneficiaries of Ant Group intend to adjust the superstructure of Ant Group shareholders. The core of this adjustment is the change in the voting rights of major shareholders: from Jack Ma and his concerted actors to 10 natural persons, including Ant Group management, employee representatives and founder Jack Ma, who independently exercise share voting rights, the governance structure is more robust, which is conducive to the long-term sustainable development of the company. It is reported that the original voting structure of ants is a phased arrangement made in the early years to achieve employee shareholding, and this adjustment is in line with the actual situation of the company's decision-making management and reflects the personal wishes of the founders.

Specifically: Jack Ma and his concerted actors have signed an agreement to terminate the relationship of concerted action at the level of Hangzhou Yunping. At the same time, Hangzhou Junhan and Hangzhou Junao, the main shareholders of Ant Group, are controlled by the same general partner company (Hangzhou Yunping) and split into two different general partner companies (Hangzhou Yunping and Hangzhou Xingtao). The shareholders of the relevant general partner companies are changed from Jack Ma and his concerted actors to a combination of Jack Ma, the management, employee representative and founder of Ant Group. According to the announcement, Hangzhou Yunplatinum and Hangzhou Xingtao, as general partners of Junhan Junao, do not enjoy any economic benefits from Ant Group.

CTOnews.com has learned that after this adjustment, the major shareholders of the Ant Group exercise their voting rights independently of each other and have no concerted action relationship, and there is no longer any situation in which direct or indirect shareholders control the Ant Group alone or jointly. Jack Ma's economic interests in the Ant Group remain unchanged, and his right to vote on ants will match his economic interests as a natural person shareholder in the Ant Group in Hangzhou Junhan.

After this adjustment, Ant's shareholders and shareholding ratio remain unchanged, the economic interests of shareholders and beneficiaries are not affected, and the voting rights of shares are more transparent and decentralized. "this is a further optimization of the corporate governance structure," the announcement said. It will promote the sustained and steady development of ants.

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