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Report No. 3 to the Shareholders’ Meeting: Proposal to Authorize the Board of Directors to Handle Matters Related to the Company’s Restricted Stock Incentive Plan
| Report No. 3 to the Shareholders’ Meeting: Proposal to Authorize the Board of Directors to Handle Matters Related to the Company’s Restricted Stock Incentive Plan |
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Document No. 3 of the First Extraordinary General Meeting of Shareholders in 2015
Proposal to Request Authorization from the Company’s Shareholders’ Meeting for the Board of Directors
Report on Matters Related to the Implementation of the Company’s Restricted Stock Incentive Plan
Dear Shareholders:
To ensure the smooth implementation of the Company’s Restricted Stock Incentive Plan, the Board of Directors hereby proposes that the Shareholders’ Meeting authorize the Board to handle all matters related to the execution of the Incentive Plan.
I. To propose to the Shareholders’ Meeting that the Board of Directors be authorized to handle the following specific matters related to the implementation of the incentive plan:
1. Confirm the eligibility and conditions of the incentive recipients to participate in the equity incentive plan, and determine the list of recipients and the number of shares to be granted within the total grant limit approved by the shareholders’ meeting;
2. Determine the grant date for the restricted stock plan, and upon the eligible recipients meeting the requisite conditions, grant shares to such recipients and complete all matters necessary for the grant and vesting of the granted shares;
3. Review and confirm the eligibility and unlocking conditions of the incentive recipients, and, in accordance with the provisions of the Restricted Stock Incentive Plan, handle all matters related to the unlocking for eligible recipients;
4. In the event that the Company’s stock undergoes a rights adjustment, dividend adjustment, or other circumstances requiring an adjustment to the number of underlying shares or the grant price, such adjustments shall be made in accordance with the principles and procedures set forth in the equity incentive plan.
5. Upon the occurrence of any circumstances set forth in the Restricted Stock Incentive Plan that necessitate the repurchase and cancellation of restricted shares that have not yet been vested for the incentive recipients, undertake all matters necessary for the repurchase and cancellation of such shares;
6. Subject to consistency with the terms of the equity incentive plan, the Board may from time to time formulate or amend the rules governing the administration and implementation of such plan. However, if applicable laws, regulations, or relevant regulatory authorities require that such amendments be approved by the shareholders’ meeting and/or the relevant regulatory authorities, the Board shall obtain the requisite approval for such amendments.
7. The Board of Directors may resolve to terminate the implementation of the equity incentive plan when it deems necessary;
8. Execute, enter into, amend, and terminate any agreements and other related agreements pertaining to the equity incentive plan;
9. Appoint intermediary institutions, such as the collecting bank, accountants, and lawyers, for the implementation of the equity incentive plan;
10. Such other necessary matters as may be required for the implementation of the equity incentive plan, except for those rights that are expressly stipulated in the relevant documents as being exercisable by the Shareholders’ Meeting.
II. To propose to the Company’s Shareholders’ Meeting that the Board of Directors be authorized to handle, on behalf of the Company, all necessary approvals, registrations, filings, verifications, and consents with respect to the equity incentive plan before the relevant government authorities and institutions; to sign, execute, amend, and finalize all documents to be submitted to such authorities, institutions, organizations, and individuals; to amend the Company’s Articles of Association and effect the registration of changes to the Company’s registered capital; and to take any and all actions, undertakings, and matters that the Board deems necessary, appropriate, or suitable in connection with the equity incentive plan.
3. Submit to the Company’s Shareholders’ Meeting for approval the authorization granted to the Board of Directors, with the authorization period extending for the duration of the equity incentive plan.
Please review the above report.
February 12, 2015
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