Commission Memorandum equity incentive related matters.

<P> 1 号: </ P> <P> First, extract the incentive fund issues </ P> <P> 1, if the source of the underlying stock is a stock, buy shares from the secondary market, then in accordance with the "company .Law "On the implementation of relevant provisions of the stock repurchase; </ P> <P> 2, if the source of the underlying stock is incremental, that is obtained through private placement shares, then the </ P> <P> (1) extraction Incentive Fund .should be consistent with existing laws and regulations, accounting standards, and comply with the Articles of Association and relevant rules of procedure. .</ P> <P> (2) extract the incentive funds can not be used to finance the purchase of restricted stock or incentive objects exercise stock options. .</ P> <P> Second, major shareholders and actual controllers as incentive target problem </ P> <P> holding 5% or more of the major shareholders or actual controllers in principle, be inspired objects. .General meeting of shareholders unless the vote, and the shareholders meeting to vote on the matter, the association must withdraw from the voting shareholders. .</ P> <P> holding more than 5% of the principal shareholders or actual controllers of the spouses and immediate close relatives as incentives if they meet the conditions of the object, the object can be a motivation, but the benefits are authorized to whether they should be concerned about any .job match. .At the same time shareholders vote on the matter, the association must withdraw from the voting shareholders. .</ P> <P> Third, restricted stock grant price discounts </ P> <P> 1, if the source of the underlying stock is a stock, buy shares from the secondary market, in accordance with "Company Law" .repurchase shares on the relevant provisions; </ P> <P> 2, if the source of the underlying stock is incremental, that is obtained through the private placement shares, and its essence is targeted release, by reference to the existing "securities issuance of listed companies .approach "on a private placement of pricing principles and requirements to determine the price and lock lock on, taking into account the incentive effects of equity incentive. .</ P> <P> (1) the issue price of not less than 20 trading days before the pricing benchmark for the stock price of 50%; </ P> <P> (2) from the stock within twelve months from the date of grant .not transferable, incentive targets controlling shareholders and actual controllers, and since the thirty stocks within six months from the date of grant shall not be transferable. .</ P> <P> if less than the above criteria, it would take equity incentive in the draft by the company to fully analyze and disclose the dilutive effect on shareholders equity, and I re-submitted to the Department of Audit Committee discussed and decided. .</ P> <P> four phases, the problem awarded </ P> <P> equity incentive plan award if the way for a grant, the grant amount should be the scale of its equity, incentives and other factors the number of objects to match, not a one-time grant .too many to fully reflect the long-term incentive effect. .</ P> <P> equity incentive plan award if the way for staging the award, shall be held before the Board of Directors of each authority to determine the rights of the authorized number of times, encouraging the object list, grant price and other related matters, and disclosure of the .A summary of second authorization. .The pricing basis for the grant price of the meeting held before the Board and the market price of the disclosure summary of the situation as a benchmark. .Which distinguish between different equity incentive plan by way of the following principles: </ P> <P> 1, such as the way the equity incentive plan stock options granted to the price according to "Corporate Equity Incentive Management (tentative)" Article 24 .Regulations. .</ P> <P> 2, such as the way the equity incentive plan restricted stock, granted pricing principles to follow for the first time the principle of the grant price, if the subsequent pricing of the principle of the grant is inconsistent with the first, and should be re-perform .reporting procedures. .</ P> <P> approach of shares reserved for reference to those requirements. .</ P> <P> five target setting exercise problems </ P> <P> exercise targets the company set to consider the situation the company's performance, in principle, after the implementation of equity incentive performance indicators (such as: per share .income, the weighted return on net assets and net profit growth rate, etc.) of not less than historical levels. .In addition, to encourage companies to also adopt the following targets: </ P> <P> (1) market indicators: if the company's average market value during the period of the assessment level is not lower than the market index or the constituent stocks of the index; </ P> <P ."(2) The relative index of the industry: such as indicators of company performance is not lower than the industry average. .</ P> <P> VI grant to Japan </ P> <P> the company's equity incentive plans need to be clearly restricted stock or stock option grant date or the specific method for determining the grant date, waiting period or lock-up period .start and end date. .If the incentive plan have vesting conditions, the grant date to be determined after the license conditions for success. .</ P> <P> seven incentive target qualification </ P> <P> incentive objects can not be two or more listed companies to participate in the equity incentive plan. .</ P> <P> eight shareholders voting problems </ P> <P> shareholders equity incentive plan of the General Assembly to vote, shall provide on-site voting at the same time, providing network voting. .</ P> <P>.