Trial Measures for the Implementation of Stock-Based Compensation by State-Owned Controlling Listed Companies (Overseas)

国有控股上市公司（境外）实施股权激励试行办法

 

Document Number: Guo Zi Fa Fen Pei [2006] No. 8

Promulgating Date: 01/27/2006

Effective Date: 03/01/2006

 

文      号: 国资发分配[2006]8号

颁布时间: 01/27/2006

实施时间: 03/01/2006

 

Chapter 1: General Provisions

第一章  总则

  Article 1   These Measures are formulated in accordance with the Company Law of the People's Republic of China, the Interim Regulations for the Supervision and Administration of the State-Owned Assets of Enterprise, other laws and administrative regulations with a view to guiding the implementation of stock-based compensation by State-owned controlling listed companies (overseas) according to laws, and establishing a medium- and long-term incentive mechanism.

       第一条  为指导国有控股上市公司(境外)依法实施股权激励,建立中长期激励机制,根据《中华人民共和国公司法》、《企业国有资产监督管理暂行条例》等法律、行政法规,制定本办法。

  Article 2   These Measures shall apply to the transformation and reorganization of a State-owned controlling listed company that has been listed overseas (hereinafter referred to as "the listed company") by a central non-financial corporation.

       第二条  本办法适用于中央非金融企业改制重组境外上市的国有控股上市公司(以下简称上市公司)。

  Article 3   For the purpose of these Measures, "stock-based compensation" mainly refers to such means of equity incentive as Stock Option and Stock Appreciation Right.

"Stock Option" refers to the right granted by the listed company to the object of stock-based compensation in order to purchase a certain amount of the company's stocks at a pre-determined price and under pre-determined conditions within a specified time limit in the future. In principle, the Stock Option applies to a State-owned controlling overseas-listed company that has registered overseas. The object of stock-based compensation has the right to exercise this kind of rights, and also has the right to waive this kind of rights. The Stock Option may not be transferred, or be used for guaranty and payment of debts.

"Stock Appreciation Right" refers to the right granted by the listed company to the object of stock-based compensation in order to receive earnings from the appreciation of a certain amount of stocks under certain conditions within a specified time limit. Stock Appreciation Right mainly applies to a company that issues overseas listed foreign shares. The object of stock-based compensation does not have the ownership of these shares, and does not have the shareholders' voting right and allotment right. Stock Appreciation Right may not be transferred, or be used for guaranty and payment of debts.

The listed company may explore and implement other medium- and long-term incentive means such as restricted stocks and performance stocks on the basis of the characteristics of its own trade and company while drawing lessons from internationally-accepted practice.

       第三条  本办法所称股权激励主要指股票期权、股票增值权等股权激励方式。

    股票期权是指上市公司授予激励对象在未来一定期限内以预先确定的价格和条件购买本公司一定数量股票的权利。股票期权原则上适用于境外注册、国有控股的境外上市公司。股权激励对象有权行使该项权利,也有权放弃该项权利。股票期权不得转让和用于担保、偿还债务等。

    股票增值权是指上市公司授予激励对象在一定的时期和条件下,获得规定数量的股票价格上升所带来的收益的权利。股票增值权主要适用于发行境外上市外资股的公司。股权激励对象不拥有这些股票的所有权,也不拥有股东表决权、配股权。股票增值权不能转让和用于担保、偿还债务等。

    上市公司还可根据本行业和企业特点,借鉴国际通行做法,探索实行其他中长期激励方式,如限制性股票、业绩股票等。

Article 4   A listed company that intends to implement stock-based compensation shall meet the following conditions:

(1) its corporate governance structure shall be standardized, and its shareholders general meetings, board of directors, supervisory board and management shall undertake their respective responsibilities, operate in a coordinated manner, and realize effective check and balance. There are three or more independent directors in the board of directors effectively able to perform their respective duties;

(2) it has a clear strategic target and implementation plan for its development, and a good capability for sustainable development; and

(3) it has a sound performance evaluation system and a standardized fundamental management system, and has conducted a reform in the labor, employment and remuneration systems.

       第四条  实施股权激励应具备以下条件:

    (一)公司治理结构规范,股东会、董事会、监事会、经理层各负其责,协调运转,有效制衡。董事会中有3名以上独立董事并能有效履行职责;

    (二)公司发展战略目标和实施计划明确,持续发展能力良好;

    (三)公司业绩考核体系健全、基础管理制度规范,进行了劳动、用工、薪酬制度改革。

Article 5   Stock-based compensation shall be implemented in line with the following principles:

(1) it shall keep the shareholders' interests, company' interests and management's interests consistent with each other, and it shall favor the promotion of maintenance and increase of the value of State-owned capital with the sustainable development of the listed company;

(2) it shall combine incentive with restriction and keep risks commensurate with earnings, and shall moderately raise the incentive strength of the management;

(3) it shall be standardized in accordance with laws, it shall be open and transparent, and shall meet the requirements of relevant domestic and foreign laws, regulations and listing rules of overseas listing place; and

(4) it shall always be realistic, proceed step by step in an orderly way and, improve progressively.

       第五条  实施股权激励应遵循以下原则:

    (一)坚持股东利益、公司利益和管理层利益相一致,有利于促进国有资本保值增值和上市公司的可持续发展;

    (二)坚持激励与约束相结合,风险与收益相对称,适度强化对管理层的激励力度;

    (三)坚持依法规范,公开透明,遵循境内外相关法律法规和境外上市地上市规则要求;

    (四)坚持从实际出发,循序渐进,逐步完善。

Chapter 2: Drafting of a Stock-Based Compensation Plan

第二章  股权激励计划的拟订

Article 6   A stock-based compensation plan shall include such contents as the means of incentive, object of stock-based compensation, amount of stocks granted, exercise price, means of determination of the exercise price, and exercise time.

       第六条  股权激励计划应包括激励方式、激励对象、授予数量、行权价格及行权价格的确定方式、行权期限等内容。

Article 7   In principle, the object of stock-based compensation shall be limited to the listed company's directors and senior executives (hereinafter referred to as "senior executives"), core technical personnel and key management personnel who have a direct influence on the overall performance and sustainable development of the listed company. The focus of stock-based compensation shall be the senior executives of the listed company.

Directors of the listed company as mentioned in these Measures shall include executive directors and non-executive directors. An independent non-executive director does not participate in the listed company's stock-based compensation plans.

For the purpose of these Measures, the listed company's senior executives refer to the persons who assume a leading role in the decision-making, operation and management of the company. Such persons include the general manager, vice general managers and persons in charge of the financial affairs of the company (including other persons who perform the aforesaid duties), secretary of the board of directors, and other persons as prescribed in the articles of association of the company.

The core technical talents and key management personnel of the listed company shall be determined by the company's board of directors on the basis of their importance and contribution to the development of the listed company. A high and new technology enterprise may define the incentive scope of core technical talents by taking into account the characteristics of its trade and the composition of its high-tech talents, but shall explain such matters as the basis for its determination, the scope and amount of stocks granted.

On the day when stocks are granted, any person who holds 5% or more of the listed company's shares with voting rights may not participate in a stock-based compensation plan without the shareholders general meetings' approval.

       第七条  股权激励对象原则上限于上市公司董事、高级管理人员(以下简称高管人员)以及对上市公司整体业绩和持续发展有直接影响的核心技术人才和管理骨干,股权激励的重点是上市公司的高管人员。

    本办法所称上市公司董事包括执行董事、非执行董事。独立非执行董事不参与上市公司股权激励计划。

    本办法所称上市公司高管人员是指对公司决策、经营、管理负有领导职责的人员,包括总经理、副总经理、公司财务负责人(包括其他履行上述职责的人员)、董事会秘书和公司章程规定的其他人员。

    上市公司核心技术人才、管理骨干由公司董事会根据其对上市公司发展的重要性和贡献等情况确定。高新技术企业可结合行业特点和高科技人才构成情况界定核心技术人才的激励范围,但须就确定依据、授予范围及数量等情况作出说明。

    在股权授予日,任何持有上市公司5%以上有表决权的股份的人员,未经股东大会批准,不得参加股权激励计划。

Article 8   If the head of the listed company's parent company (controlling company) holds a position in the listed company, she or he may participate in a stock-based compensation plan, but she or he can only participate in the stock-based compensation plan of one listed company.

       第八条  上市公司母公司(控股公司)负责人在上市公司任职的,可参与股权激励计划,但只能参与一家上市公司的股权激励计划。

Article 9   The total amount of stocks granted within the validity term of a stock-based compensation plan shall be reasonably determined by taking into account the listed company's scale of capital stock, the scope of the object of stock-based compensation, the remuneration structure and the level of expected earnings of a medium- and long-term incentive.

(1) The total amount of stocks granted within the validity term of a stock-based compensation plan may not exceed 10% of the company's total capital stock.

(2) The amount of stocks granted for the first time shall be controlled within 1% of the total capital stock of the listed company.

       第九条  在股权激励计划有效期内授予的股权总量,应结合上市公司股本规模和股权激励对象的范围、薪酬结构及中长期激励预期收益水平合理确定。

    (一)在股权激励计划有效期内授予的股权总量累计不得超过公司股本总额的10%。

    (二)首次股权授予数量应控制在上市公司股本总额的1%以内。

Article 10   If the stocks (including stocks which have already been exercised and not yet been exercised) granted to any person in any 12 months within the validity term of a stock-based compensation plan exceed 1% of the total capital stock of the listed company, the listed company shall not grant more stocks to the person.

       第十条  在股权激励计划有效期内任何12个月期间授予任一人员的股权(包括已行使的和未行使的股权)超过上市公司发行总股本1%的,上市公司不再授予其股权。

Article 11   The amount of stocks granted to a senior executive shall be determined in the following ways:

(1) The level of expected earnings from stock-based compensation for a senior executive shall principally be controlled within 40% of the general level of her or his remuneration within the validity term of a stock-based compensation plan. The general level of a senior executive's remuneration shall be determined in a comprehensive manner on the basis of the company's administrative measures for performance assessment and remuneration with reference to such factors as the domestic and foreign market price level of remuneration for the same kind of personnel and the level of average income of the company's staff members. The general level of remuneration of each senior executive and the proportion of her or his expected earnings from stock-based compensation to the general level of her or his remuneration shall be determined on the basis of the listed company's position analysis, position evaluation, job responsibilities and job sequence;

(2) The fair market value of Stock Option or Stock Appreciation Right shall be calculated and the expected earnings of each share from stock-based compensation shall be determined on the basis of an internationally-accepted option pricing model; and

(3) The amount of stocks granted to senior executives shall be determined on the basis of the aforesaid principles and the price at which stocks are granted (exercise price).

       第十一条  授予高管人员的股权数量按下列办法确定:

    (一)在股权激励计划有效期内,高管人员预期股权激励收益水平原则上应控制在其薪酬总水平的40%以内。高管人员薪酬总水平应根据本公司业绩考核与薪酬管理办法,并参考境内外同类人员薪酬市场价位、本公司员工平均收入水平等因素综合确定。各高管人员薪酬总水平和预期股权收益占薪酬总水平的比例应根据上市公司岗位分析、岗位测评、岗位职责按岗位序列确定;

    (二)按照国际通行的期权定价模型,计算股票期权或股票增值权的公平市场价值,确定每股股权激励预期收益;

    (三)按照上述原则和股权授予价格(行权价格),确定高管人员股权授予的数量。

Article 12    The price at which stocks are granted shall be determined on the basis of the principle of fair market price and in accordance with the relevant provisions of overseas listing rules and these Measures.

If the listed company implements a stock-based compensation plan at the time of its initial public offering and listing, the price at which stocks are granted shall be determined on the basis of the fair market price upon expiration of 30 trading days after the initial public offering of shares and listing of the listed company as prescribed in overseas listing rules.

If the listed company implements a stock-based compensation plan after its listing, the price at which stocks are granted shall not be lower than the closing price of the date on which stocks are granted or the average closing price of the first five trading days. No more discounts may be granted.

       第十二条  股权的授予价格根据公平市场价原则,按境外上市规则及本办法的有关规定确定。

    上市公司首次公开发行上市时实施股权激励计划的,其股权的授予价格按上市公司首次公开发行上市满30个交易日以后,依据境外上市规则规定的公平市场价格确定。

    上市公司上市后实施的股权激励计划,其股权的授予价格不得低于授予日的收盘价或前5个交易日的平均收盘价,并不再予以折扣。

Article 13   Where the listed company needs to make an adjustment in the exercise price or the amount of stocks granted due to any change in its total capital stock resulting from issue of new shares, conversion of capital reserve into capital stock, merger or division, or due to other reasons, it may make the adjustment in accordance with the principles and manners as prescribed in a stock-based compensation plan. However, the company's board of directors shall make a resolution on the adjustment, which shall be subject to the examination and approval of shareholders general meetings.

       第十三条  上市公司因发行新股、转增股本、合并、分立等原因导致总股本发生变动或其他原因需要调整行权价格或股权授予数量的,可以按照股权激励计划规定的原则和方式进行调整,但应由公司董事会做出决议并经公司股东大会审议批准。

Article 14   Generally, the validity term of a stock-based compensation plan shall not exceed 10 years, calculating from the date on which the stock-based compensation plan is adopted at the shareholders general meetings.

       第十四条  股权激励计划有效期一般不超过10年,自股东大会通过股权激励计划之日起计算。

Article 15   Within the validity term of a stock-based compensation plan, the interval between each grant of stocks under the stock-based compensation shall be more than a full fiscal year. In principle, stocks shall be granted once every two years.

       第十五条  在股权激励计划有效期内,每一次股权激励计划的授予间隔期应在一个完整的会计年度以上,原则上每两年授予一次。

Article 16   The restricted period for exercise of stock ownership shall be from the date on which stocks are granted to the date on which stock ownership becomes effective. In principle, the restricted period for stock ownership is two years, and stock ownership may not be exercised within the restricted period.

       第十六条  行权限制期为股权授予日至股权生效日的期限。股权限制期原则上定为两年,在限制期内不得行权。

Article 17    The validity term for exercise of stock ownership shall be from the expiry date of the restricted period for exercise of stock ownership to the termination date for exercise of stock ownership, and it shall be determined by the listed company on the basis of actual circumstances. Principally, the validity term for exercise of stock ownership shall be no less than three years. Within the validity term for exercise of stock ownership, exercise of stock ownership shall be conducted in batches at constant speed, or be conducted in a manner that meets the requirements as prescribed in overseas listing rules. If stock ownership is not exercised within the validity term, it shall automatically become invalid, and it is non-retroactive.

       第十七条  行权有效期为股权限制期满后至股权终止日的时间,由上市公司根据实际情况确定,原则上不得低于3年。在行权有效期内原则上采取匀速分批行权办法,或按照符合境外上市规则要求的办法行权。超过行权有效期的,其权利自动失效,并不可追溯行使。

Article 18   No listed company may grant stocks or exercise stock ownership when some sensitive issues that may affect its share price occur, such as the board of directors discusses, examines and approves, or publishes the company's annual, semi-annual and quarter performance report.

       第十八条  上市公司不得在董事会讨论审批或公告公司年度、半年度、季度业绩报告等影响股票价格的敏感事项发生时授予股权或行权。

Chapter 3: Examination and Verification of a Stock-Based Compensation Plan

第三章  股权激励计划的审核

Article 19   The representative of a State-owned controlling shareholder shall, before the shareholders general meetings review and approve a stock-based compensation plan that is intended to be implemented by the listed company, submit said plan and administrative measures to the authority or department that performs the duties of State-owned assets contributor for examination and verification. Based on the examination and verification opinions of said authority and department, she or he shall exercise the voting right at the shareholders general meetings.

       第十九条  国有控股股东代表在股东大会审议批准上市公司拟实施的股权激励计划之前,应将拟实施的股权激励计划及管理办法报履行国有资产出资人职责的机构或部门审核,并根据其审核意见在股东大会行使表决权。

Article 20   The report on a stock-based compensation plan that is submitted by the representative of a State-owned controlling shareholder shall include the following contents:

(1) profile of the listed company;

(2) the listed company's scheme and administrative measures for stock-based compensation. They shall mainly specify the following contents: the determination of scope of personnel to whom stocks are granted, amount of stocks granted, price at which stocks are granted and exercise time, the change and loss of rights, and the administration and supervision of the stock-based compensation plan; a statement on such matters as the option pricing model that has been chosen, and the measurement and calculation of the expected earnings of Stock Option or Stock Appreciation Right;

(3) a statement on the listed company's performance assessment, evaluation system and implementation of the stock-based compensation plan. The performance assessment and evaluation system shall include such contents as the verification of job responsibilities, the index and standard of performance assessment and evaluation, the yearly performance responsibility targets, the performance responsibility targets for the term of office, and the assessment and evaluation procedures; and

(4) organization, guidance and working scheme of the stock-based compensation plan implemented by the listed company.

       第二十条  国有控股股东代表申报的股权激励计划报告应包括以下内容:

    (一)上市公司的简要情况;

    (二)上市公司股权激励计划方案和股权激励管理办法。主要应载明以下内容:股权授予的人员范围、授予数量、授予价格和行权时间的确定、权利的变更及丧失,以及股权激励计划的管理、监督等;选择的期权定价模型及股票期权或股票增值权预期收益的测算等情况的说明。

    (三)上市公司绩效考核评价制度和股权激励计划实施的说明。绩效考核评价制度应当包括岗位职责核定、绩效考核评价指标和标准、年度及任期绩效责任目标、考核评价程序等内容。

    (四)上市公司实施股权激励计划的组织领导和工作方案。

Article 21   Where the listed company implements the stocks granting scheme by stages on the basis of a stock-based compensation plan that has been approved, the representative of a State-owned controlling shareholder shall submit the scheme to the authority or department that performs the duties of State-owned assets contributor for record. In the event that, due to the implementation of the stock-based compensation plan, additional shares are issued, the scope of stocks granted is adjusted, or the scale of the first time stock granting is overstepped, said representative shall fulfill the corresponding declaration procedures in accordance with the provisions of these Measures.

       第二十一条  上市公司按批准的股权激励计划实施的分期股权授予方案,国有控股股东代表应当报履行国有资产出资人职责的机构或部门备案。其中因实施股权激励计划而增发股票及调整股权授予范围、超出首次股权授予规模等,应按本办法规定履行相应申报程序。

Article 22   If the listed company terminates a stock-based compensation plan and implements a new plan, the representative of a State-owned controlling shareholder shall fulfill the declaration procedures again in accordance with the provisions of these Measures. Once the stock-based compensation plan is terminated, the listed company may not grant more stocks on the basis of the plan.

       第二十二条  上市公司终止股权激励计划并实施新计划,国有控股股东代表应按照本办法规定重新履行申报程序。原股权激励计划终止后,不得根据已终止的计划再授予股权。

Chapter 4: Management of a Stock-Based Compensation Plan

第四章  股权激励计划的管理

Article 23   The representative of a State-owned controlling shareholder shall ask and urge the listed company to formulate strict administrative measures for stock-based compensation, and to establish a standardized performance assessment and evaluation system; such representative shall ask and urge the listed company to determine the granting of stocks to senior executives and the exercise of stock ownership in accordance with the listed company's administrative measures for stock-based compensation and performance assessment and evaluation measures; when stock ownership is exercised, such representative shall ask and urge the listed company to make a dynamic adjustment in the amount of stocks that have already been granted on the basis of the annual performance assessment.

       第二十三条  国有控股股东代表应要求和督促上市公司制定严格的股权激励管理办法,建立规范的绩效考核评价制度;按照上市公司股权激励管理办法和绩效考核评价办法确定对高管人员股权的授予和行权;对已经授予的股权数量在行权时可根据年度业绩考核情况进行动态调整。

Article 24   The object of stock-based compensation shall assume the expenses incurred in exercising stock ownership, and shall pay tax in accordance with laws. No listed company may provide a financial aid for exercising stock ownership to the object of stock-based compensation.

       第二十四条  股权激励对象应承担行权时所发生的费用,并依法纳税。上市公司不得对股权激励对象行权提供任何财务资助。

Article 25   If the object of stock-based compensation terminates her or his services due to such reasons as she or he resigns, gets transferred to another post or gets dismissed, retires, dies, or loses her or his capacity to act, her or his exercise of stock ownership shall be correspondingly adjusted, for instance, be accelerated or terminated.

       第二十五条  股权激励对象因辞职、调动、被解雇、退休、死亡、丧失行为能力等原因终止服务时,其股权的行使应作相应调整,采取行权加速、终止等处理方式。

Article 26   The implementation of a stock-based compensation plan for the parent company's heads (controlling company) of the listed company who participate in the listed company's stock-based compensation plan shall conform to the relevant provisions of the Interim Measures for Operation Performance Assessment of the Heads of Central Enterprises (Guo Zi Wei Ling No. 2). If the listed company or its parent company (controlling company) is a central financial corporation, the implementation of a stock-based compensation plan for the corporation's heads shall conform to the relevant regulations of the Ministry of Finance on the performance assessment of State-owned financial corporations.

       第二十六条  参与上市公司股权激励计划的上市公司母公司(控股公司)的负责人,其股权激励计划的实施应符合《中央企业负责人经营业绩考核暂行办法》(国资委令第2号)的有关规定。上市公司或其母公司(控股公司)为中央金融企业的,企业负责人股权激励计划的实施应符合财政部有关国有金融企业绩效考核的规定。

Article 27   A certain proportion of the Stock Option of the listed company's senior executive shall be exercised after the expiration of her or his term of office on the basis of the assessment results of her or his performance during the term of office. The proportion of stock option exercised after the expiration of her or his appointment (term of office) shall be no less than 20% of the total amount of stocks granted; the cash earnings from the exercise of stock appreciation right granted shall enter into an account opened by the listed company for the object of stock-based compensation, and 20% or more of the cash earnings in the account may be withdrawn only if the object of stock-based compensation passes the assessment after the expiration of her or his appointment (term of office).

       第二十七条  上市公司高管人员的股票期权应保留一定比例在任职期满后根据任期考核结果行权,任职(或任期)期满后的行权比例不得低于授权总量的20%;对授予的股票增值权,其行权所获得的现金收益需进入上市公司为股权激励对象开设的账户,账户中的现金收益应有不低于20%的部分至任职(或任期)期满考核合格后方可提取。

Article 28   In any of the following circumstances, the part of stock ownership that may be exercised for the current year shall be cancelled:

(1) the listed company's annual performance assessment fails to reach the performance assessment standard prescribed in the stock-based compensation plan;

(2) a certified public accountant issues adverse opinions on the listed company's annual financial report or is unable to issue opinions thereon; or

(3) the supervisory board or audit department raises a strong objection to the listed company's performance or annual financial report.

       第二十八条  有以下情形之一的,当年年度可行权部分应予取消:

    (一)上市公司年度绩效考核达不到股权激励计划规定的业绩考核标准的;

    (二)年度财务报告被注册会计师出具否定意见或无法表示意见的;

    (三)监事会或审计部门对上市公司业绩或年度财务报告提出重大异议的。

Article 29   In any of the following circumstances, the object of stock-based compensation shall be disqualified for exercising stock ownership:;

(1) she or he is guilty of a serious negligence or dereliction of duties;

(2) she or he violates the provisions of the relevant laws and regulations of the State and articles of association of the listed company; or

(3) the listed company has sufficient evidence to prove that a stockholder, during her or his term of office, takes bribes, solicits bribes, embezzles, steals, divulges the listed company's business secrets and technical know-how, engages in related transactions that harm the listed company's interests or reputation, or commits an act that has a material adverse effect on the listed company's image, and thus causing losses to the listed company.

       第二十九条  股权激励对象有以下情形之一的,应取消其行权资格:

    (一)严重失职、渎职的;

    (二)违反国家有关法律法规、上市公司章程规定的;

    (三)上市公司有足够的证据证明股权持有者在任职期间,由于受贿索贿、贪污盗窃、泄露上市公司经营和技术秘密、实施关联交易损害上市公司利益、声誉和对上市公司形象有重大负面影响的行为,给上市公司造成损失的。

Article 30    The representative of a State-owned controlling shareholder shall ask and urge the listed company to seriously observe the relevant domestic and overseas laws, regulations, financial systems, accounting standards, tax systems and listing rules in such aspects as the financial and accounting treatment and taxation for the implementation of a stock-based compensation.

       第三十条  国有控股股东代表应要求和督促上市公司在实施股权激励计划的财务、会计处理及其税收等方面严格执行境内外有关法律法规、财务制度、会计准则、税务制度和上市规则。

Article 31   Within ten days after the listed company's annual report is disclosed, the representative of a State-owned controlling shareholder shall report the following matters to the authority or department that performs the duties of State-owned assets contributor for record:

(1) the grant of stocks and exercise of stock ownership under the company's stock-based compensation plan;

(2) the amount and term of stocks held by the company's directors and senior executives, the stock ownership that has already been exercised and not yet been exercised for the current year, and the contrast between the amount of stocks held by said directors and senior executives and the amount of stocks held at the beginning of the stock-based compensation; and

(3) the performance evaluation of the company's implementation of stock-based compensation, and the impact of implementation of stock-based compensation on the company's expenses and profits.

       第三十一条  国有控股股东代表应将下列事项在上市公司年度报告披露后10日内报履行国有资产出资人职责的机构或部门备案:

    (一)公司股权激励计划的授予和行使情况;

    (二)公司董事、高管人员持有股权的数量、期限、本年度已经行权和未行权的情况及其所持股权数量与期初所持数量的对比情况;

    (三)公司实施股权激励绩效考核情况及实施股权激励对公司费用及利润的影响情况等。

Chapter 5: Supplementary Provisions

第五章  附则

Article 32  Transformation and reorganization of an overseas-listed company by a central financial corporation and a local State-owned or State-owned controlling enterprise shall be carried out with reference to these Measures.

       第三十二条  中央金融企业、地方国有或国有控股企业改制重组境外上市的公司比照本办法执行。

Article 33   When implementing stock-based compensation by stages in accordance with its original plan or drawing up a new plan, a listed company that has already implemented a stock-based compensation plan upon approval shall abide by the provisions of these Measures.

       第三十三条  原经批准已实施股权激励计划的上市公司,在按原计划分期实施或拟订新计划时应按照本办法的规定执行。

Article 34   These Measures shall come into force as of March 1, 2006.

       第三十四条  本办法自2006年3月1日起施行。