ALIBABA.COM LIMITED 阿里巴巴網絡有限公司

Transcription

1 ALIBABA.COM LIMITED 阿里巴巴網絡有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock code: 1688) RE-DESIGNATION OF DIRECTOR APPOINTMENT OF AN ADDITIONAL INDEPENDENT NON-EXECUTIVE DIRECTOR AND RESIGNATION OF EXECUTIVE DIRECTOR The Board announces the following changes with effect from December 20, 2008: (1) The re-designation of Mr. TSUEI, Andrew Tien Yuan, a non-executive director, as an independent non-executive director of our Company; (2) The appointment of Mr. KWAN, Ming Sang Savio as an independent non-executive director of our Company and as a member of our Company s audit committee and nomination committee in place of Mr. Long Yong Tu, who will remain an independent non-executive director of our Company; and (3) The resignation of Mr. XIE Shi Huang, Simon as an executive director of our Company. Re-designation of Mr. TSUEI, Andrew Tien Yuan and appointment of Mr. KWAN, Ming Sang Savio The board of directors (the Board ) of Alibaba.com Limited ( Company ) is pleased to announce the following re-designation and new appointment with effect from December 20, 2008: (i) Mr. TSUEI, Andrew Tien Yuan, an existing non-executive director, will be re-designated as an independent non-executive director of our Company; and (ii) Mr. KWAN, Ming Sang Savio will be appointed as an independent non-executive director of our Company and a member of our Company s audit committee and nomination committee. 1

2 Mr. TSUEI, Andrew Tien Yuan, aged 47, was appointed as a non-executive director of our Company on October 12, He was formerly senior vice-president of Wal-Mart Stores, Inc. From 2001 to 2007, he was managing director of Wal-Mart s Global Procurement Division, where he oversaw the global procurement operations of Wal-Mart, which has a presence in over 30 countries. In 2004, Wal-Mart awarded him the Sam M. Walton Hero Award for his accomplishments. Mr. Tsuei has more than 20 years of management experience working across a wide range of industries, including procurement, manufacturing, store retailing and direct marketing. Throughout his career, Mr. Tsuei has held several executive positions, including chairman and chief executive officer of Mecox Lane International Mailorder Co. Ltd. (one of China s first direct marketing businesses with online presence) and chief operating officer of China Everbright Holdings Ltd. Save as disclosed above, Mr. Tsuei has not held any directorship in any public listed companies in the last three years. Mr. Tsuei is also an independent non-executive director of Tao Bao Holding Limited, a wholly-owned subsidiary of Alibaba Group Holding Limited ( Alibaba Group ), our holding company. Other than his directorship in our Company and Tao Bao Holding Limited, Mr. Tsuei does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of our Company. As at the date hereof, Mr. Tsuei holds 940,000 shares of our Company as beneficial owner, representing approximately 0.02% of our issued share capital. In addition, Mr. Tsuei owns 320,000 shares of Alibaba Group, which were granted to him as compensation for his service as a consultant of Alibaba Group during the period from 2001 to 2005, and options to purchase 800,000 shares of Alibaba Group, which were granted to him as compensation for his service as an independent non-executive director of Tao Bao Holding Limited. Save as disclosed above, Mr. Tsuei does not have any interest in the shares or underlying shares of our Company or our associated corporation within the meaning of Part XV of the Securities and Futures Ordinance ( SFO ). Pursuant to his letter of appointment with our Company dated October 12, 2007, Mr. Tsuei retired by rotation and was re-elected in accordance with our articles of association for a term not exceeding three years, unless his appointment is terminated by three months written notice served by either party on the other or in accordance with the relevant terms of letter of appointment. As our non-executive director, Mr. Tsuei received director s emoluments, including director s fee and the fair value of share-based compensation, equal to RMB1,111,000 for the year ended December 31, As with other independent non-executive directors of our Company, Mr. Tsuei is, and will continued to be, entitled to receive a director s fee of RMB300,000 per annum which has been fixed by the Board pursuant to the approval given by our shareholders at the 2008 annual general meeting. 2

3 Mr. KWAN, Ming Sang Savio, aged 60, is currently a partner and chief executive officer of A&K Consulting Co., Limited, a company co-founded by him in 2005 focusing on helping small and medium enterprises and start-ups in China. He has over 30 years of global management experience, including 17 years at the Medical Systems Division of General Electric Company, during which he was responsible for sales, marketing, operations, business development and establishment of joint venture companies in Asia region. He also served as the managing director of the China operations of BTR plc, a United Kingdom based Fortune 500 company for four years. Mr. Kwan was a board member of the Asia Pacific advisory board of York International Corporation, a leading global air conditioning system provider and a unit of Johnson Controls, Inc., a company listed on the New York Stock Exchange. He is also a visiting executive professor of Henley Management College in United Kingdom. Mr. Kwan received a Higher National Diploma from Cambridgeshire College of Technology in United Kingdom and holds Master s degrees in Science from the London Graduate School of Business Studies and Loughborough University of Technology in the United Kingdom. Mr. Kwan has not been a director in any public listed companies in the last three years. Mr. Kwan was the president and chief operating officer of Alibaba Group from 2001 to 2003 and served as the chief people officer of Alibaba Group in Thereafter, he remained a consultant of Alibaba Group for two years until the end of Mr. Kwan currently does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of our Company. As at the date hereof, Mr. Kwan has a deemed interest in 9,600,000 shares of our Company held by CSS Development Limited (a company which is controlled by Mr. Kwan and owned by a trust established by him for the benefit of his family), representing approximately 0.19% of our existing issued share capital. In addition, Mr. Kwan owns 5,600,000 shares of Alibaba Group and options to purchase 7,200,000 shares of Alibaba Group, which were granted to him as compensation for his past service with Alibaba Group pursuant to the share incentive schemes of Alibaba Group. Save as disclosed above, Mr. Kwan does not have any interest in the shares or underlying shares of our Company or our associated company within the meaning of Part XV of the SFO. In accordance with our articles of association, Mr. Kwan, being an additional director appointed by the Board, will hold office only until our next annual general meeting in 2009, at which time he will be eligible for re-election by our shareholders. As our independent non-executive director, Mr. Kwan will receive a director s fee of RMB300,000 per annum, which amount was fixed by the Board of directors pursuant to the authority and approval given by our shareholders in the 2008 annual general meeting. He will also receive a fee of RMB100,000 per annum for serving as a member of our Company s audit committee. 3

4 The Board considers that each of Mr. Kwan and Mr. Tsuei met all the independence guidelines under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Listing Rules ) to serve as independent non-executive director of our Company. Although Mr. Tsuei is currently our non-executive director, the Board is of the view that he is qualified to serve as our independent non-executive director for the following reasons: (i) (ii) At the time of our Company s listing, we originally planned that Mr. Tsuei would be appointed as an independent non-executive director and at that time he in fact already met all the independence requirements. This plan was later changed because our Company had at that time commenced preliminary discussions with Mr. Tsuei on a potential business relationship which could have included an investment by our Company in a business invested by Mr. Tsuei. Therefore, in the interest of good corporate governance, our Company eventually decided to designate and appoint Mr. Tsuei as a non-executive director instead. However, these preliminary business discussions ended shortly after our initial public offering, and they have not materialized into any investment or cooperation between Mr. Tsuei and our Company. Since becoming a non-executive director of our Company, Mr. Tsuei has not undertaken executive responsibilities with our Company or any of its associates and he has not developed any other relationships with our Company or its associates which would affect his independence. Thus, in substance he has remained independent just as if he had been originally designated as an independent non-executive director at the time of our listing. (iii) Mr. Tsuei has reaffirmed in his confirmation of independence letter delivered to our Company that he currently meets the independence requirements of the Listing Rules. The Board also considers that each of Mr. Kwan and Mr. Tsuei possesses the requisite e-commerce experience to provide valuable insights into the e-commerce industry in which our Company operates. Their appointment or re-designation (as the case may be), whether considered individually or together, will amply fulfill the objective underlying our Company s pledge in our prospectus issued in connection with the initial public offering of our shares and listing on The Stock Exchange of Hong Kong Limited in November 2007 to appoint an additional independent non-executive director with e-commerce experience to enhance the capability of our Board to operate independently in the case of potential conflicting situations arising from our business. 4

5 Save as disclosed above, there is no information relating to either Mr. Tsuei or Mr. Kwan that is required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) (v) of the Listing Rules. Further, there are no other matters that need to be brought to the attention of our shareholders in connection with Mr. Tsuei s re-designation as an independent non-executive director and/or Mr. Kwan s appointment as an independent non-executive director of our Company. Mr. Kwan has also been appointed as a member of our Company s audit committee and nomination committee in place of Mr. LONG Yong Tu, who will remain our independent non-executive director, allowing Mr. Long to devote more time to his other ongoing responsibilities outside our Company. Resignation of Mr. XIE Shi Huang, Simon as an executive director In addition, the Board announces that Mr. XIE Shi Huang, Simon, a founder of our Company, will resign as an executive director of our Company with effect from December 20, 2008 due to his decision to take up other executive responsibilities with Alibaba Group. Mr. Xie has confirmed that there is no disagreement with our Board, and there are no other matters that need to be brought to the attention of our shareholders. As a result of the above changes, the number of independent non-executive directors on our board will increase from three to five, out of a total of 13 directors, representing over one-third of our board s composition. The Board would like to take this opportunity to extend its warm welcome to Mr. Tsuei and Mr. Kwan in respect of their new positions and to thank Mr. Long for his contribution to the activities of our audit committee and nomination committee and Mr. Xie for his tireless dedication to our Company during the tenure of his service. Hong Kong, December 19, 2008 On behalf of the Board MA Yun, Jack Chairman 5

6 As at the date of this announcement, the composition of our board is as follows: Chairman and Non-executive Director MA Yun, Jack Executive Directors WEI Zhe, David WU Wei, Maggie DAI Shan, Trudy PENG Yi Jie, Sabrina XIE Shi Huang, Simon Non-executive Directors TSAI Chung, Joseph TSUEI, Andrew Tien Yuan TSOU Kai-Lien, Rose OKADA, Satoshi Independent Non-executive Directors LONG Yong Tu NIU Gen Sheng KWAUK Teh Ming, Walter 6