Continuous Stock Option: Implementation Of Stock Option Incentive Plan (March 2012)

The Limited by Share Ltd

Implementation of stock option incentive plan

The Limited by Share Ltd (hereinafter referred to as "long" shares or "company") to further improve the company.

Governance structure, improve the company's incentive mechanism, ensure the realization of the company's development goals, protect the interests of investors, formulate

The Limited by Share Ltd stock option incentive plan is awarded 2 million 850 thousand incentive options.

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With the implementation of the plan, it is stipulated in the company law, the articles of association and other relevant laws and regulations.

Combined with the actual situation of the company, special measures are formulated.

I. purposes and principles of assessment

This approach adopts the attitude of the senior management, middle management and core technology (business) personnel of the company.

The correct evaluation of job performance, such as capability and performance, and then actively use stock incentive mechanism to improve management performance.

Maximize the interests of the company and all shareholders.

Assessment and evaluation must adhere to the principles of impartiality, fairness and openness, and strictly abide by the work of the present Measures and assessment objects.

Performance is evaluated, and stock option incentive is closely integrated with my work performance, ability and attitude.

Two, assessment organization responsibilities and powers

1. The remuneration and assessment committee under the board of directors (hereinafter referred to as the "Remuneration and assessment committee") shall be responsible.

Organize and audit work.

2. The working group of the company's remuneration and assessment committee shall be responsible for the specific implementation of the assessment work, and be responsible for the relevant examination results.

It is responsible for collecting and providing data, and is responsible for the authenticity and accuracy of the data.

3, the board of directors shall be responsible for the examination and approval of these measures.

Three. Object of assessment

1. Senior managers of Chinese companies.

2, the core technology (business) personnel of Chinese companies;

3, middle managers of Chinese companies.

The above senior managers must be appointed by the board of directors, middle managers and core businesses (Technology).

The employee has signed the labor contract with the company.

Four, assessment items (indicators), assessment methods and assessment period

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1, assessment items (indicators)

Using the concept of Balanced Scorecard (BSC), we aim at the senior managers of equity incentive objects from finance,

The four dimensions of customer, internal process and learning growth consider the key value-added areas that should be concerned, and increase the key value-added areas.

Translated into a measurable key performance indicator, among which:

(1) the financial dimension assessment project mainly includes the following indicators: sales volume / return amount and its growth rate; net profit

Forehead, etc.

(2) the customer dimension assessment project mainly includes the following indicators: customer satisfaction;

(3) the internal process dimension assessment items mainly include the following indicators: operation management and "four modernizations" (i.e. standards).

The construction of "IT";

(4) the learning and growth dimension assessment project mainly includes the following indicators: organizational capability building and personnel training.

For other core technology (business) personnel in the equity incentive target, the performance indicators come mainly from two parties.

Face: the decomposition of departmental performance indicators and the related indicators of my job responsibilities.

Assessment of Posts

The target value and weight of the target shall be determined by its superior leaders in conjunction with the remuneration and assessment committee.

Where the change of position occurs during the assessment period, the assessment index will follow the change of post (such as personal reasons).

When they are dismissed, demoted, or punished, the weight of each post is determined according to the time period.

Performance level (pferred to new jobs with pitional period, pitional period according to previous post assessment indicators).

Each post assessment index is formulated according to the annual assessment plan of the company's related system.

It mainly includes work performance and work.

Ability and attitude.

(a) performance (70% weight)

A group of key performance indicators that are important in the job description, such as sales.

Sales volume, gross profit rate, cost rate, inventory turnover rate, one-time delivery rate, procurement rate, and complaint handling.

Timely rate and so on.

(b) working ability (20% weight)

Refers to the standards of knowledge and business skills required by different posts in different positions, including plans and decisions.

The level of strategy, coordination and organization, leadership, creativity, learning and the introduction of new knowledge and technology.

And ability.

(c) work attitude (10% weight)

Initiative, responsibility, team spirit and discipline.

Loyal to company, corporate culture of identification with company

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Reading and development goals.

Major mistakes (errors) and major violations: during the work, my subordinates or their subordinates made serious mistakes or mistakes to the public.

The amount of economic losses caused by the division exceeds 100 thousand yuan (inclusive) and major violation of discipline should be reduced by more than 10 points.

2, assessment methods

The object of the stock option incentive is assessed according to the actual achievement of the set of assessment indicators.

The direct superior, the subordinate and the relevant personnel at the same level collect the examination data and carry out the assessment score.

Matters, supervisors and executives are examined by the board of directors, and each incentive object sets corresponding detailed assessment indicators.

3. The performance assessment period: three accounting years from 2013 to 2015 (the previous fiscal year).

4, examination times: 2013, 2014, 2015 every year.

Five, assessment procedures

1, the company performance appraisal system includes annual and quarterly assessment, and the performance appraisal linked to the equity incentive plan.

The result refers to the annual performance appraisal, that is, the annual work completion of employees.

2. In each examination year, the company establishes the target of annual assessment targets of the target being encouraged and passes the target.

To identify the key performance indicators of the assessed personnel in the year, and to sign the annual positions with the individuals being assessed.

Responsibility assessment for target assessment ".

Among them, the performance target responsibility document of senior management shall be reported to the board of directors for remuneration and examination.

The committee records;

3. Annual assessment is conducted by the company's remuneration and assessment committee working group.

The actual accomplishment of the performance target, tracking and summarizing the data, and the working group of the company's remuneration and assessment committee.

According to the examination data, the performance of the tested person is evaluated, and the annual performance appraisal of the evaluated person is finally formed.

Fruit.

Among them, the annual assessment results of senior managers need to be reported to the board of directors and Remuneration Committee.

Assessment results.

4. After the end of the annual assessment, the working group of the remuneration and assessment committee shall be responsible for making unified assessment forms and reporting salaries.

The remuneration and assessment committee was finally approved.

5, assessment appeal

If the assessed object has objection to the examination result or the grade of examination, it may start from the date of issuance of the feedback sheet of the examination result.

Within 5 working days, a complaint was made to the working group. The working group could resume its assessment results according to the actual situation.

If the existence of the core is unreasonable, it may raise objections to the remuneration and assessment committee, determined by the remuneration and assessment committee.

Final examination result or grade.

Three

Six, assessment results and exercise conditions:

1. Grading standard of assessment results:

The performance appraisal results of the target employees are divided into four grades: excellent, good, qualified and unqualified, according to the normal distribution.

The number of grades is determined as follows:

Proportion of corresponding grade performance appraisal scores

Excellent 95 points and above less than 10%

Good 85--94 score

80%-90%

Qualified 75--84 score

Unqualified 75 points and less than 10%

2. Exercise conditions

If the annual assessment result of the incentive object is qualified or above, its performance will reach the exercise right condition.

It can apply for the right to exercise the underlying stock of the year; if the result of the annual performance appraisal of the incentive object is unqualified, then it shall be deemed to be

In 2003, the right to exercise was not fulfilled, and the right to exercise the stock of the year's target was cancelled.

Seven. Feedback and application of examination results

1, feedback on examination results

After the end of each examination, a feedback form will be produced by the Remuneration Committee and the working group of the assessment committee in two copies.

Part one is put on file and the other is returned to the person being assessed.

2, modification of assessment indicators and results

If a major force majeure or special cause affects the performance of the assessed person during the examination period, the company shall be affected by a major force majeure or special cause.

The board remuneration and assessment committee can fix the assessment indicators and examination results of the larger incentive targets.

Right.

3, the assessment results are the basis for the grant and exercise of stock options.

Eight, performance appraisal record

1. After the end of the examination, the working group of the remuneration and assessment committee shall retain all the performance appraisal records.

Examination

The nuclear results are kept as confidential information.

2, in order to ensure the effectiveness of the performance record, the performance record is not allowed to be altered, if it is to be revised or recount.

Record must be signed by the parties.

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3, the performance appraisal record is kept for 5 years. For the documents and records that exceed the time limit for preservation, the "salary and examination" are obtained.

After the approval of the nuclear Committee, the working group of the remuneration and assessment committee is uniformly destroyed.

4, performance management related personnel responsibilities

If the assessor fails to objectively evaluate the examined person, he shall be warned. If the case is serious, the assessor shall be removed.

Qualifications.

Nine. Supplementary provisions

The board of directors shall be responsible for formulating, interpreting and revising these measures.

These Measures shall be implemented from the date of deliberation and approval by the board of directors of the company.

The Limited by Share Ltd

March 26, 2012