人力资源论文之股权激励英文版.docx

1、人力资源论文之股权激励英文版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 furth

2、er 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 te

3、rm 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

4、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 Associ

5、ation 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 safegua

6、rd 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 p

7、lan 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

8、 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

9、 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 includ

10、e 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 announc

11、e 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, sen

12、ior 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

13、, 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

14、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

15、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 n

16、umber 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

17、% 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 companys issued share capital of the total. Article13. Listed companies should be in the equity incen

18、tive 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, quan

19、tity 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) in

20、centives 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 repres

21、enting 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 Determinatio

22、n 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 incentive

23、s 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 resp

24、ective 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

25、. 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 ha

26、ve 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 conti

27、nue 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 adminis

28、trative 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. Art

29、icle17. 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

30、 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

31、 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

32、 of the Companys 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 gra