人力资源论文之股权激励英文版.docx

XXXXX大学毕业论文附 录学 生 姓 名 XXX 指 导 教 师 XXX 专 业 人力资源管理 学 院 管理学院 2009年6月8日XXX UniversityAppendixStudent xxxxxxx Supervisor xxx Specialty Human Resources Management School Management School 2009-06-08原文Management of listed companies in equity-based incentivesCHAPTER IGeneral Article1. To further promote the establishment of a listed company, a sound incentive and restraint mechanisms, according to "People's Republic of China Company Law", "the Securities Act of People's Republic of China" and other relevant laws and administrative regulations, the development of this approach. Article2. The term refers to shares of listed companies incentives to the company's shares being the subject of its directors, supervisors, senior management and other staff to carry out long-term incentives. Listed companies to be restricted stock, stock options and the laws and administrative regulations to allow the implementation of other means of equity incentive plans, the application of the provisions of this approach. Article3. Listed company's equity incentive plan implementation, it should be in line with the laws and administrative regulations, the methods and the provisions of the Articles of Association and is conducive to the sustainable development of listed companies, and must not harm the interests of listed companies. Directors of listed companies, supervisors and senior managers in the implementation of equity incentive plans should be honesty and trustworthiness, diligence, and safeguard the interests of all shareholders. Article4. Listed companies to implement equity incentive plan should be in strict accordance with the relevant provisions and requirements of this approach to information disclosure obligations to fulfill. Article5. For listed companies issued equity incentive plan views of professional bodies, should be honesty, trustworthiness, diligence, to ensure that the document issued by true, accurate and complete. Article6. No person shall make use of equity incentive plans insider trading, price manipulation of securities transactions and securities fraud.Chapter II General provisions Article7. Listed companies, one of the following circumstances shall be the implementation of equity incentive plans: (a) In the last fiscal year a financial accounting report negative opinion issued by a certified public accountant to express an opinion or are unable to audit reports; (b) the recent major violations during the year due to irregularities by the China Securities Regulatory Commission to be an administrative penalty; (c) of the China Securities Regulatory Commission finds that the other cases. Article8. Equity incentive plan target of incentives may include the directors of listed companies, supervisors, senior management, the core technology (business), as well as companies that should inspire other employees, but independent directors should not be included. The following incentives may not be the object: (a) In the last 3 years by stock or announce publicly condemned as inappropriate candidates; (b) the last 3 years due to major violations of law violations by the China Securities Regulatory Commission to be of an administrative penalty; (iii) "People's Republic of China Company Law" shall be provided as the company's directors, supervisors, senior management situations. Equity incentive plan for consideration by the board of directors, board of supervisors of listed companies should be to verify the list of incentives, and to verify the situation to be in that general meeting of shareholders. Article9. Incentive for directors, supervisors, senior managers of listed companies should establish a performance appraisal system and assessment methods, indicators for performance appraisal plan for the implementation of the conditions of equity-based incentives. Article10. Listed companies will not be allowed to stimulate the target equity incentive plan in accordance with the rights of access to loans, as well as any other form of financial assistance, including providing security for their loans. Article11. To the implementation of equity incentive plans of listed companies, based on the actual situation of the Company, through the following sources to resolve the subject of shares: (i) object to the incentive to issue shares; (b) repurchase the shares of the Company; (c) the laws and administrative regulations to allow the other way. Article12. All listed companies effective equity incentive plan involved bringing the total number of shares the subject company shall not exceed 10% of the total share capital. Non-shareholders' general meeting approved a special resolution of any object through a full and effective incentive equity incentive plan of the Company granted a total stock equity of the company shall not exceed 1% of the total. First paragraph of this article, second paragraph referred to the total share capital refers to the most recent general meeting of shareholders approved equity incentive plans of the company's issued share capital of the total. Article13. Listed companies should be in the equity incentive plan on the following matters or statements made clear that: (i) the purpose of equity incentive plans; (b) based on incentive to identify the object and scope; (c) the equity incentive plan to grant the rights and interests of the number of involved in the subject of stock sources, types, quantity and equity of listed companies accounted for a percentage of the total; if at times the implementation of each of the rights and interests to be granted the number of shares involved in the type of subject, source, volume and accounted for the total equity of listed companies percentage; (d) incentives for directors, supervisors, senior management and their respective rights and interests to be given the number of, or equity incentive plan to grant the rights and interests of the percentage of the total; other incentives objects (or their appropriate classification) may be delegate representing the interests of the quantity and equity incentive plan to grant the rights and interests of the percentage of the total; (e) the validity of equity incentive plans authorize the days, right feasible, the subject of stock lock-up period; (f) the grant of restricted stock price or Determination of grant price, the stock option exercise price or exercise price determination; (g) authorized the target incentive benefits, the right conditions, such as performance appraisal system and assessment methods, and to performance appraisal indicators for the implementation of equity-based incentives scheme; (h) equity incentive plan rights and interests involved in the number of the target amount of shares, exercise price or grant price adjustment methods and procedures; (i) the rights and incentives granted the right of the target line procedures; (10) Company and encouragement of their respective rights and obligations of the object; (xi) changes in control of the company, merger, separation, job change occurred incentive target, separation, death matter how the implementation of equity incentive plans; (xii) changes in equity incentive plan, terminated; (xiii) other important matters. Article14. Occurrence of a listed company in Article VII of this approach to one of the cases, should put an end to the implementation of equity incentive plans, may not object to the incentive to continue to grant new rights and interests of the target incentive under the equity incentive plan have been granted but not yet exercised by the exercise of the rights and interests should be discontinued. Equity incentive plans in the implementation process of this approach motivate the target appears in Article VIII shall not be the case the object of incentives, the listed companies shall continue to grant the rights and interests, and its has been granted but not yet exercised by the exercise of the rights and interests should be discontinued. Article15. Target incentive to transfer their income through the equity incentive plan shares, it should be in line with relevant laws and administrative regulations and the provisions of this approach.Chapter III Restricted stock Article16. The term incentive restricted stock is the object in accordance with the equity incentive plan provides for the conditions obtained from the listed companies a certain number of shares of the Company. Article17. Listed companies target incentive award restricted stock, equity incentive plans should be provided for the object granted incentive stock performance conditions, the ban period. Article18. Listed companies to the stock market as a benchmark to determine the price of restricted stock awarded in the following period shall not object to the grant of stock incentives: (i) prior to the publication of periodic reports on the 30th; (b) a matter of significant transactions or major decision-making process to the matter Notice two days after; (c) The other major event that may affect the share price on the date of announcement until two trading days.Chapter IV Stock options Article19. The term refers to the listing of stock options granted incentive targets within a certain period of time in the future in order to pre-determined purchase price and conditions of a certain number of shares of the Company's rights. Objects can be the incentive stock options granted during the period specified in a pre-determined purchase price and conditions of a certain number of shares of listed companies can also give up the rights. Target incentive stock options granted shall not be transferable or used to guarantee repayment of debt. Article20. The board of directors of listed companies can be considered in accordance with the approval of shareholders of the General Assembly of the stock options, and decided to grant a one-time or in the awarding of stock options, but out of a total grant of stock options related to the subject of shares shall not exceed the total amount of stock option plans of the subject involved in the total stock. article21. Authorized on stock options and stock options are granted the right line on the first time, the interval between not less than 1 year. Stock options on the validity of the calculation from the authorization may not exceed 10 years. article22.In the life of stock options, listed companies should provide incentives target the right line in phases. Stock options After the validity period has been granted the right line but not the stock options may not be the right line. Article23. Listed companies in the award of incentive stock options when the target should be to determine exercise price or exercise price determination. Exercise price should not be less than the higher of the following prices: (i) equity incentive plan prior to the publication of the draft summary of the company trading day closing price of the subject shares; (b) the equity incentive plan prior to the publication of the draft summary of 30 trading days of the company average closing price of the subject. Article24. Shares of listed companies due to the subject of ex-dividend, dividend or other reasons need to adjust the exercise price or the number of stock options, stock option plans in accordance with the provisions of the principles and ways to adjust. The basis of the above listed companies the right to adjust the trip price or the number of stock options should be made by the board of directors and the shareholders' general meeting to consider approval of the resolution, or by the shareholders of the General Assembly decided to authorize the Board of Directors. Lawyers should be on the above adjustment is consistent with this approach, the company charter and the provisions of stock option plans issued by professional advice to the Board of Directors. Article25. Listed companies in the following period shall not object to incentive stock options granted to: (i) prior to the publication of periodic reports on the 30th; (b) a matter of significant transactions or major decision-making process in a matter of notice to the two trading days; (c) other possible significant incidents of price from the date of notice of two trading days. Article26. Incentive target should be periodic reports of listed companies after the announcement of the first two trading days to the next periodic report 10 trading days prior to exercise, but not the right experts in the following period: (a) a matter of significant transactions or major decision-making process to Notice of the matter after the two trading days; (b) of the other major event that may affect the share price on the date of announcement until two trading days.Chapter V Supervision and punishment Article27. Listed companies file false financial and accounting records, to whom the object of incentives from the financial accounting documents from the date of notice within 12 months from the equity incentive plan received the full benefits of shall be returned to the company. Article28. Listed companies do not meet the requirements of this approach to the implementation of equity incentive plans, the China Securities Regulatory Commission ordered its correction, the company and related persons responsible will be punished according to law; in the correct order, the China Securities Regulatory Commission will not be the company's application documents. Article29. Listed companies are not in accordance with this approach and other relevant provisions of the disclosure of information equity incentive plan and the disclosure of information or false records, misleading statements or material omissions, the China Securities Regulatory Commission ordered its correction, the company and related persons responsible will be punished according to law. The use of fictitious equity incentive plan performance, market manipulation or insider dealing, improper access to benefits, according to China Securities Regulatory Commission, confiscate the illegal income, the responsibility of the relevant measures taken; constitute a crime, investigate and deal with the transfer of the judiciary in accordance with the law. article30. For listed companies issued equity incentive plan views of the relevant professional bodies are not fulfilling the obligations diligence, professional advice issued by the existence of false records, misleading statements or material omissions, the China Securities Regulatory Commission on the relevant professional bodies and supervisory personnel's signature, issued by warning letter, and ordere