What is the purpose of the Partnership?
The Pinduoduo Partnership was established with the intention of providing guidance to future generations of management to champion Pinduoduo’s vision, mission and values.
One of the functions of the partnership is to supply and recommend to the board of directors the executive director and CEO candidates who are not only capable leaders but also exemplify the core value of “本分” (“Benfen”) that Pinduoduo holds dear.
How are Pinduoduo partners selected?
The Partnership will identify and admit partners who have demonstrable track record of leadership, contribution to Pinduoduo, and long-term commitment to Pinduoduo’s vision, mission and core values. Partners will be elected annually, and admission of new partners requires the approval of at least 75% of all the partners. Each partner has one vote; no one has veto power.
Each partner will be carefully selected with a focus on leadership and cultural traits in addition to ability.
To be elected a partner, the candidate must meet the following quality standards:
• A high standard of personal character and integrity;
• Continued service as a director, officer, or employee with our company for no less than five years;
• A consistent commitment to our company’s mission, vision, and values; and
• A track record of contribution to our business.
Additionally, to align the interests of partners with the interests of shareholders, a partner may be required to maintain a meaningful level of equity interests in Pinduoduo during his or her tenure as a partner.
What is the tenure of Pinduoduo partners?
The Pinduoduo Partnership does not have permanent or lifetime partners.
All partners are required to retire upon reaching the age of sixty or upon termination of their employment. Any partner may be removed upon the affirmative vote of a majority of all partners.
How does the partnership nominate candidates for executive director and CEO roles?
At present, as there are fewer than five partners, the Partnership is not yet empowered to recommend candidates for executive director and CEO for the board’s consideration. Upon the appointment of at least five partners, the Pinduoduo Partnership will be effective, and can recommend candidates for executive director and CEO to the board of directors.
Every partner will have one vote and candidates for executive director and CEO must carry at least half the votes to be recommended to the board for approval.
The nominating and corporate governance committee of the board, which is made up of only independent directors, will then screen and assess the CEO candidate and decide whether to recommend the candidate to the board. The board then has the final say on whether to accept the recommended candidate and appoint him or her as the company CEO through a majority vote.
The partnership’s nomination right is neither exclusive nor final. The nominating and corporate governance committee can nominate and recommend to the board other CEO candidates. The candidate proposed by the partnership will have to compete on equal footing with candidates recommended to the board by other means.
Pinduoduo founder Colin Huang transferred 370,772,220 ordinary shares to the Pinduoduo Partnership in June 2020. The Partnership will use part of these assets to fund fundamental science research and social responsibility activities related to Pinduoduo without affecting the economic interests of its shareholders.