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 Peoples Republic of China Company Law, the Securities Act of Peoples 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 companys 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 companys 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) Peoples Republic of China Company Law shall be provided as the companys 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