(a) who is a natural person and renders *bona fide*services to a Service Recipient;          (b) who has contracted directly with the Service Recipient to render such services; and          (c) whose services are not in connection with the offer or sale of securities of the Companyin a capital-raising transaction and do not directly or indirectly promote or maintain a market forthe Company’s securities.     2.10 “Corporate Transaction” means any of the following transactions; providedthat the Committee shall determine under (f) and (g) whether multiple transactions are related,and its determination shall be final, binding and conclusive:          (a) an amalgamation, arrangement, consolidation or scheme of arrangement in which the Companyis not the surviving entity, except for a transaction the principal purpose of which is to changethe jurisdiction in which the Company is incorporated or a transaction where, following thetransaction, the holders of the Company’s voting securities immediately prior to the transactionown fifty percent (50%) or more of the surviving entity;          (b) the direct or indirect acquisition by any person or related group of persons (other thanan acquisition from or by the Company or by a Company-sponsored employee benefit plan or by aperson that directly or indirectly controls, is controlled by, or is under common control with, theCompany) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) ofsecurities possessing more than fifty percent (50%) of the total combined voting power of theCompany’s outstanding securities pursuant to a tender or exchange offer made directly toShareholders which a majority of the Incumbent Board (as defined in (c) below) who are notaffiliates or associates of the offeror (within the meaning of Rule 12b-2 under the Exchange Act)do not recommend that Shareholders accept;          (c) the individuals who, as of the Effective Date, are members of the Board (the “IncumbentBoard”) cease for any reason to constitute at least fifty percent (50%) of the Board; providedthat, if the election or nomination for election by Shareholders of any new member of the Boardis approved by a vote of at least fifty percent (50%) of the Incumbent Board, such new member ofthe Board shall be considered as a member of the Incumbent Board;          (d) the sale, transfer or other disposition of all or substantially all of the assets of theCompany (other than to a Parent, Subsidiary or Related Entity);          (e) the completion of a voluntary or insolvent liquidation or dissolution of the Company;          (f) any reverse takeover, scheme of arrangement, or series of related transactions culminatingin a reverse takeover or scheme of arrangement (including, but not limited to, a tender offerfollowed by a reverse takeover) in which the Company survives but:
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               (i) the Shares of the Company outstanding immediately prior to such transaction are converted orexchanged by virtue of the transaction into other property, whether in the form of securities, cashor otherwise, or               (ii) securities possessing more than fifty percent (50%) of the total combined voting power ofthe Company’s outstanding securities are transferred to a person or related group of personsdifferent from those who held such securities immediately prior to such transaction culminating insuch takeover or scheme of arrangement,but excluding any such transaction or series of related transactions that the Committee determinesshall not be a Corporate Transaction; or          (g) the acquisition in a single or series of related transactions by any person or relatedgroup of persons (other than the Company or by a Company-sponsored employee benefit plan) ofbeneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securitiespossessing more than fifty percent (50%) of the total combined voting power of the Company’soutstanding securities but excluding any such transaction or series of related transactions thatthe Committee determines shall not be a Corporate Transaction.     2.11 “Director” means a member of the Board, as constituted from time to time.     2.12 “Disability” of a Holder means:          (a) in the case where the Service Recipient to which the Holder provides services has along-term disability plan in place and the Holder is a member of that plan, that the Holderqualifies to receive long-term disability payments under the plan; and          (b) in the case where the Service Recipient to which the Holder provides services does nothave a long-term disability plan in place or, if it does, the Holder is not a member of that plan,that the Holder is unable to carry out the responsibilities and functions of the position held bythe Holder by reason of any medically determinable physical or mental impairment for a period ofnot less than ninety (90) consecutive days.     A Holder will not be considered to have a Disability unless he or she furnishes proof of suchimpairment sufficient to satisfy the Committee in its discretion.     2.13 “Effective Date” has the meaning set forth in Section 9.1.     2.14 “Eligible Individual” means any person who is a Director, an Employee or aConsultant, in each case as determined by the Committee; provided that Awards shall not begranted to Directors or Consultants who are resident of any country the Applicable Laws of which donot permit grants to non-employees.     2.15 “Employee” means any person who is employed by a Service Recipient. The paymentof a director’s fee by a Service Recipient shall not constitute the recipient an employee of theService Recipient.
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     2.16 “Exchange Act” means the United States Securities Exchange Act of 1934, as amendedfrom time to time.     2.17 “Fair Market Value” of a Share means, as of any date:          (a) if the Shares are listed on an established and regulated securities exchange, nationalmarket system or automated quotation system, the closing sales price for Shares (or the closing bidprice, if no sales were reported) as quoted on the principal exchange or system on which the Sharesare listed (as determined by the Committee) on the date of determination (or, if no closing salesprice or closing bid price was reported on that date, on the last trading date such closing salesprice or closing bid was reported), as reported in *The Wall Street Journal*or such other source asthe Committee deems reliable;          (b) if the Shares are not listed on an established and regulated securities exchange, nationalmarket system or automated quotation system, but are regularly quoted by a recognized securitiesdealer, the closing sales price for Shares as quoted by such securities dealer on the date ofdetermination; provided that, if the closing sales price is not reported, the Fair MarketValue shall be the mean between the high bid and low asked prices for Shares on the date ofdetermination (or, if no such prices were reported on that date, on the last date such prices werereported), as reported in *The Wall Street Journal*or such other source as the Committee deemsreliable; or          (c) in the absence of (a) and (b), the Fair Market Value shall be determined by the Committeein good faith and in its sole and absolute discretion by reference to:               (i) the placing price of the latest private placement of Shares and the development of theCompany’s business operations and the general economic and market conditions since such latestprivate placement,               (ii) other third party transactions involving the Shares and the development of the Company’sbusiness operations and the general economic and market conditions since such sale,               (iii) an independent valuation of the Shares, or               (iv) such other methodologies or information as the Committee determines to be indicative ofFair Market Value.     2.18 “Holder” means an Eligible Individual who has been granted an Award.     2.19 “Incentive Option” means an Option that is intended to meet the applicableprovisions of Section 422 of the Code. Incentive Options may only be granted to Employees.     2.20 “Non-Employee Director” means a Director who is not an Employee.     2.21 “Non-Qualified Option” means an Option that is not an Incentive Option.     2.22 “Option” means the right to purchase Shares at a specified exercise price.
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     2.23 “Plan” means this Canadian Solar Inc. Share Incentive Plan, as amended from time totime.     2.24 “Related Entity” means any entity in which the Company or a Subsidiary holds,directly or indirectly, a substantial economic interest, whether through ownership or contractualarrangements, but which is not a Subsidiary and which the Board designates as a Related Entity forpurposes of the Plan.     2.25 “Restatement Effective Date” has the meaning set forth in Section 9.1.     2.26 “Restricted Share” means a Share awarded under Article 6 that is subject tocertain restrictions and may be subject to risk of forfeiture or repurchase.     2.27 “Securities Act” means the United States Securities Act of 1933, as amended fromtime to time.     2.28 “Service Recipient” means the Company, a Subsidiary or a Related Entity.     2.29 “Share” means a common share in the capital of the Company.     2.30 “Shareholder” means a holder of Shares.     2.31 “Subsidiary” means any entity (other than the Company), whether domestic orforeign, in an unbroken chain of entities beginning with the Company if each of the entities, otherthan the last entity in the unbroken chain, beneficially owns, at the time of the determination,securities or other interests representing more than fifty percent (50%) of the total combinedvoting power of all classes of securities or interests in one of the other entities in such chain.     2.32 “Termination of Service” of a Holder means”          (a) in the case of a Holder who is a Consultant, the time when the engagement of the Holder asa Consultant to a Service Recipient terminates for any reason; but excluding a case where theHolder simultaneously commences employment with, enters into another engagement as a Consultant to,or becomes a Director of, the same or another Service Recipient;          (b) in the case of a Holder who is Non-Employee Director, the time when the Holder ceases tobe a Director of a Service Recipient for any reason, but excluding a case where the Holdersimultaneously commences employment with, or enters into an engagement as a Consultant to, orbecomes a Director of, the same or another Service Recipient; and          (c) in the case of a holder who is an Employee, the time when the Holder ceases to be in theemploy of a Service Recipient for any reason, but excluding a case where the Holder simultaneouslycommences employment with, enters into an engagement as a Consultant to, or becomes a Director of,the same or another Service Recipient.
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     The Committee may, in its sole discretion, determine the effect of all matters and questionsrelating to a Termination of Service, including, without limitation, whether a particular leave ofabsence constitutes a Termination of Service; provided that, with respect to IncentiveOptions, unless the Committee provides to the contrary in the Award Agreement or otherwise, a leaveof absence, change in status from an employee to an independent contractor or other change in theemployee-employer relationship shall constitute a Termination of Service only if, and to the extentthat, such leave of absence, change in status or other change interrupts employment for thepurposes of Section 422(a)(2) of the Code and the regulations and revenue rulings thereunder. Forpurposes of the Plan, a Holder’s employee-employer or consultancy relationship shall be deemed tohave been terminated if the Service Recipient employing or contracting with the Holder ceases to bea Subsidiary or Related Entity.     2.33 “Trading Date” means the closing of the first sale of Shares to the generalpublic, pursuant to an effective registration statement under Applicable Laws, which results in theShares being publicly traded on an established securities exchange or national market system.**ARTICLE 3.****SHARES SUBJECT TO THE PLAN**     3.1 Number of Shares.          (a) Subject to Article 8 and Section 3.1(b), the maximum number of Shares that may be issuedpursuant to all Awards (including Incentive Share Options) is 2,330,000 plus, for Awards other thanIncentive Option Shares, the sum of:               (i) one percent (1%) of the number of Shares outstanding on the first day of each of 2007,2008 and 2009, and               (ii) two and one-half percent (2.5%) of the number of Shares outstanding on the first day ofeach year after 2009.           (b) If an Award terminates, expires or lapses for any reason, or is settled in cash and notShares, the Shares subject to the Award shall again be available for the grant of an Award pursuantto the Plan.     3.2 Shares Distributed. Any Shares distributed pursuant to an Award may consist, inwhole or in part, of treasury Shares or Shares purchased on the open market or, in the discretionof the Committee, American Depository Shares in an amount equal to the number of Shares whichotherwise would be distributed. If the number of Shares represented by an American DepositoryShare is other than on a one-to-one basis, the limitations of Section 3.1 shall be adjusted toreflect the distribution of American Depository Shares in lieu of Shares.
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**ARTICLE 4.****GRANTING OF AWARDS**     4.1 Participation. The Committee shall determine those Eligible Individuals to whomAwards shall be granted and shall determine the nature and amount of each Award, which shall not beinconsistent with the requirements of the Plan. No Eligible Individual shall have any right to begranted an Award pursuant to the Plan.     4.2 Award Agreement. Each Award shall be evidenced by an Award Agreement. AwardAgreements evidencing Incentive Options shall contain such terms and conditions as are necessary tosatisfy the applicable provisions of Section 422 of the Code.     4.3 Jurisdictions. Notwithstanding any provision of the Plan to the contrary, inorder to comply with Applicable Laws, the Committee may:          (a) determine which Subsidiaries and Related Entities shall be covered by the Plan;          (b) determine which Eligible Individuals are eligible to participate in the Plan;          (c) modify the terms and conditions of any Award granted to Eligible Individuals;          (d) establish sub plans and modify exercise and other terms and procedures to the extent thatsuch actions may be necessary or advisable (any such sub plans and/or modifications shall beattached to the Plan as appendices); provided that no such sub plans and/or modificationsshall increase the share limitations contained in Section 3.1; and          (e) take any action, before or after an Award is made, that it deems necessary or advisable toobtain any required approvals under or to comply with any Applicable Laws, including, withoutlimitation, necessary governmental regulatory exemptions or approvals or listing requirements ofany securities exchange.**ARTICLE 5.****OPTIONS**     5.1 General. The Committee may grant Options to Eligible Individuals on the followingterms and conditions:          (a) Exercise Price. The exercise price per Share subject to an Option shall be afixed or variable price related to the Fair Market Value of the Shares; provided that noOption may be granted to an individual subject to taxation in the United States at less than theFair Market Value on the date of grant without compliance with Section 409A of the Code, or the Holder’s consent.The exercise price per Share subject to an Optionmay be amended by the Committee at any time and from time to time without the consent of theShareholders.
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          (b) Vesting. The Committee shall specify the period before and during which an Optionvests in the Holder and may, at any time after the grant of an Option, accelerate the vestingperiod on such terms and conditions as may determine. No portion of an Option which isunexercisable on the Termination of Service of the Holder shall thereafter become exercisable,except as may be otherwise provided by the Committee, either in the Award Agreement or otherwise.          (c) Time and Conditions of Exercise. The Committee shall specify the time or times atwhich an Option may be exercised in whole or in part. The Committee shall also specify anyconditions that must be satisfied before all or part of an Option may be exercised.          (d) Partial Exercise. An exercisable Option may be exercised in whole or in part;provided that an Option shall not be exercisable with respect to fractional shares and theCommittee may require that a partial exercise must be with respect to a minimum number of Shares.          (e) Manner of Exercise. All or a portion of an exercisable Option shall be deemedexercised upon delivery of all of the following to the Secretary of the Company, or such otherperson or entity designated by the Committee, or his, her or its office, as applicable:               (i) a written or electronic notice complying with the applicable rules established by theCommittee stating that the Option, or such portion thereof, is exercised. The notice shall besigned by the Holder or other person then entitled to exercise the Option or such portion thereof;               (ii) such representations and documents as the Committee deems necessary or advisable toeffect compliance with all Applicable Laws. The Committee may also take whatever additional actionit deems necessary or advisable to effect such compliance including, without limitation, placinglegends on Share certificates and issuing stop-transfer notices to agents and registrars;               (iii) if the Option is exercised pursuant to Section 9.3 by any person or persons other thanthe Holder, such proof of the right of such person or persons to exercise the Option as theCommittee may require; and               (iv) full payment of the exercise price and any withholding taxes applicable to the exerciseof the Option, or such portion thereof, in a manner permitted by Section 7.1 and 7.2.          (f) Term. The term of any Option granted under the Plan shall not exceed ten (10)years. Except as limited by the requirements of Section 409A or Section 422 of the Code and theregulations and rulings thereunder, the Committee may extend the term of outstanding Options and,in connection with a Termination of Service of the Holder, may extend the time period during whichvested Options may be exercised and may amend any other term or condition of such Options.
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          (g) Evidence of Grant. All Options shall be evidenced by an Award Agreement between theCompany and the Holder. The Award Agreement shall include such additional provisions as may bespecified by the Committee.     5.2 Incentive Options. Incentive Options may be granted to Employees of the Companyor any Subsidiary which qualifies as a subsidiary corporation under Section 424(e) and (f) of theCode respectively. Incentive Options may not be granted to Employees of a Related Entity or toDirectors or Consultants. In addition to the requirements of Section 5.1, the terms of anyIncentive Options must comply with the following additional provisions of this Section 5.2:          (a) Expiration of Option. An Incentive Option may not be exercised to any extent byanyone after the first to occur of the following events:               (i) ten (10) years from the date it is granted, unless an earlier time is set in the AwardAgreement;               (ii) three (3) months after the Termination of Service of the Holder as an Employee (save inthe case of Disability or death); and               (iii) one (1) year after the date of the Termination of Service of the Holder on account ofDisability or death. Upon the Holder’s Disability or death, any Incentive Options exercisable atthe Holder’s Disability or death may be exercised by the Holder’s legal representative orrepresentatives, by the person or persons entitled to do so pursuant to the Holder’s last will andtestament or, if the Holder fails to make testamentary disposition of such Incentive Option or diesintestate, by the person or persons entitled to receive the Incentive Option pursuant to theapplicable laws of descent and distribution as determined under Applicable Law.          (b) Individual Dollar Limitation. The aggregate Fair Market Value (determined as ofthe time the Option is granted) of all Shares with respect to which Incentive Options are firstexercisable by a Holder in any calendar year may not exceed U.S.$100,000 or such other limitationas may be imposed under Section 422(d) of the Code, or any successor provision. To the extent thatIncentive Options are first exercisable by a Holder in excess of such limitation, the excess shallbe considered Non-Qualified Options.          (c) Ten Percent Owners. An Incentive Option may not be granted to any individual who,at the date of grant, owns Shares possessing more than ten percent (10%) of the total combinedvoting power of all classes of shares of the Company unless such Incentive Option is granted at aprice that is not less than one hundred and ten percent (110%) of Fair Market Value on the date ofgrant and the Incentive Option is exercisable for no more than five years from the date of grant.          (d) Transfer Restriction. The Holder shall give the Company prompt notice of anydisposition of Shares acquired by exercise of an Incentive Option within:               (i) two (2) years from the date of grant of such Incentive Option, or               (ii) one (1) year after the transfer of such Shares to the Holder.
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          (e) Expiration of Incentive Options. No Award of an Incentive Option may be made afterthe tenth (10th) anniversary of the Effective Date.          (f) Right to Exercise. During a Holder’s lifetime, an Incentive Option may beexercised only by the Holder.**ARTICLE 6.****AWARD OF RESTRICTED SHARES**     6.1 Award of Restricted Share.          (a) The Committee may grant Restricted Share to Eligible Individuals, and shall determine theamount and the terms and conditions of, including without limitation the restrictions applicableto, each award of Restricted Shares, which terms and conditions shall not be inconsistent with thePlan, and may impose such conditions on the issuance of such Restricted Share as it deemsappropriate.          (b) The Committee shall specify the purchase price, if any, and form of payment for RestrictedShares; provided that such purchase price shall be no less than the par value, if any, ofthe Shares to be purchased, unless otherwise permitted by Applicable Laws. In all cases, legalconsideration shall be required for each issuance of Restricted Shares.     6.2 Rights as Shareholders. Subject to Section 6.4, upon issuance of RestrictedShares, the Holder shall have, unless otherwise provided by the Committee, all the rights of aShareholder with respect to such Restricted Shares, subject to the restrictions in his or her AwardAgreement, including the right to receive all dividends and other distributions paid or made withrespect to Shares; provided that any extraordinary distributions with respect to suchRestricted Shares shall be subject to the restrictions set forth in Section 6.3.     6.3 Restrictions. All Restricted Shares (including any shares received by Holdersthereof with respect to Restricted Shares as a result of share dividends, share splits or any otherform of recapitalization) shall, in the terms of each individual Award Agreement, be subject tosuch restrictions and vesting requirements as the Committee shall provide. Such restrictions mayinclude, without limitation, restrictions concerning voting rights and transferability and suchrestrictions may lapse separately or in combination at such times and pursuant to suchcircumstances or based on such criteria as selected by the Committee, including, withoutlimitation, criteria based on the Holder’s duration of employment, directorship or consultancy withthe Service Recipient, or other criteria selected by the Committee. By action taken after theRestricted Shares are issued, the Committee may, on such terms and conditions as it may determineto be appropriate, accelerate the vesting of such Restricted Shares by removing any or all of therestrictions imposed by the terms of the Award Agreement. Restricted Shares may not be sold orencumbered until all restrictions are terminated or expire.
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     6.4 Repurchase or Forfeiture of Restricted Shares. If no price was paid by the Holder forthe Restricted Shares, upon the Termination of Service of the Holder, the Holder’s rights inunvested Restricted Shares then subject to restrictions shall lapse and such Restricted Sharesshall be surrendered to the Company and cancelled without consideration. If a purchase price waspaid by the Holder for the Restricted Shares, upon the Termination of Service of the Holder, theCompany shall have the right to repurchase from the Holder the unvested Restricted Shares thensubject to restrictions at a cash price per share equal to the price paid by the Holder for suchRestricted Shares or such other amount as may be specified in the Award Agreement The Committee inits sole discretion may provide that, in the event of certain events, the Holder’s rights inunvested Restricted Shares shall not lapse, such Restricted Shares shall vest and shall benon-forfeitable and, if applicable, the Company shall not have a right of repurchase.     6.5 Certificates for Restricted Share. Restricted Shares granted pursuant to the Planmay be evidenced in such manner as the Committee may determine. Certificates or book entriesevidencing Restricted Shares must include an appropriate legend referring to the terms, conditionsand restrictions applicable to the Restricted Shares and the Company may, in its sole discretion,retain physical possession of any share certificate evidencing Restricted Shares until such time asall applicable restrictions lapse.**ARTICLE 7.****ADDITIONAL TERMS OF AWARDS**     7.1 Payment. The Committee shall determine the methods by which payments by anyHolder with respect to any Awards granted under the Plan shall be made, including, withoutlimitation:          (a) cash or check;          (b) Shares (including, in the case of payment of the exercise price of an Award, Sharesissuable pursuant to the exercise of the Award) or Shares held for such period of time as may berequired by the Committee in order to avoid adverse accounting consequences under ApplicableAccounting Standards, in each case, having a Fair Market Value on the date of delivery equal to theaggregate payments required;          (c) delivery of a notice that the Holder has placed a market sell order with a broker withrespect to Shares then issuable upon exercise or vesting of an Award, and that the broker has beendirected to pay a sufficient portion of the net proceeds of the sale to the Company in satisfactionof the aggregate payments required; provided that payment of such proceeds is then made tothe Company upon settlement of such sale; or          (d) other form of legal consideration acceptable to the Committee.The Committee shall also determine the methods by which Shares shall be delivered or deemed to bedelivered to Holders. Notwithstanding any other provision of the Plan to the contrary, no Holdershall be permitted to make payment with respect to any Awards granted under the Plan to the extentprohibited by Applicable Law.
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     7.2 Withholding Tax. No Shares shall be delivered under the Plan to any Holder until suchHolder has made arrangements acceptable to the Committee for the satisfaction of any income,employment, social welfare or other tax withholding obligations under Applicable Laws. EachService Recipient shall have the authority and the right to deduct or withhold, or require a Holderto remit to the applicable Service Recipient, an amount sufficient to satisfy federal, state, localand foreign taxes (including the Holder’s employment, social welfare or other tax obligations)required by Applicable Laws to be withheld with respect to any taxable event concerning a Holderarising as a result of the Plan. The Committee may, in its sole discretion and in satisfaction ofthe foregoing requirement, allow a Holder to elect to have the Company withhold Shares otherwiseissuable under an Award (or allow the surrender of Shares). The number of Shares which may be sowithheld or surrendered shall be limited to the number of Shares which have a Fair Market Value onthe date of withholding or repurchase equal to the aggregate amount of such liabilities based onthe minimum statutory withholding rates for tax purposes that are applicable to such taxableincome. The Committee shall determine the Fair Market Value of the Shares, consistent withApplicable Laws, for tax withholding obligations due in connection with a broker-assisted cashlessOption exercise involving the sale of shares to pay the Option exercise price or any taxwithholding obligation.     7.3 Transferability of Awards.          (a) Except as otherwise provided in Section 7.3(b):               (i) no Award under the Plan may be sold, pledged, assigned or transferred in any manner otherthan by will or the laws of descent and distribution or, subject to the consent of the Committee,as required under applicable domestic relations laws, unless and until such Award has beenexercised, or the Shares underlying such Award have been issued, and all restrictions applicable tosuch shares have lapsed;               (ii) no Award or interest or right therein shall be liable for the debts, contracts orengagements of the Holder or his successors in interest or shall be subject to disposition bytransfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any othermeans whether such disposition be voluntary or involuntary or by operation of law by judgment,levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy),and any attempted disposition thereof shall be null and void and of no effect, except to the extentthat such disposition is permitted by the preceding sentence; and               (iii) during the lifetime of the Holder, only the Holder may exercise an Award (or any portionthereof) granted to him under the Plan, unless it has been disposed of pursuant to applicabledomestic relations law; after the death of the Holder, any exercisable portion of an Award may,prior to the time when such portion becomes unexercisable under the Plan or the applicable AwardAgreement, be exercised by his personal representative or by any person or persons empowered to doso under the deceased Holder’s will or under the then Applicable Laws of descent and distribution.
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          (b) Notwithstanding Section 7.3(a), the Committee, in its sole discretion, may determine to permita Holder to transfer an Award other than an Incentive Option to certain persons or entities relatedto the Holder, including but not limited to members of the Holder’s family, charitableinstitutions, or trusts or other entities whose beneficiaries or beneficial owners are members ofthe Holder’s family and/or charitable institutions, or to such other persons or entities as may beexpressly approved by the Committee, pursuant to such conditions and procedures as the Committeemay establish, including the following:               (i) an Award transferred shall not be assignable or transferable other than by will or thelaws of descent and distribution;               (ii) an Award transferred shall continue to be subject to all the terms and conditions of theAward as applicable to the original Holder (other than the ability to further transfer the Award);and               (iii) the Holder and the permitted transferee shall execute any and all documents requested bythe Committee, including without limitation documents to confirm the status of the transferee as apermitted transferee, satisfy any requirements for an exemption for the transfer under ApplicableLaws and evidence the transfer.          (c) Notwithstanding Section 7.3(a), a Holder may, in the manner determined by the Committee,designate a beneficiary to exercise the rights of the Holder and to receive any distribution withrespect to any Award upon the Holder’s death. A beneficiary, legal guardian, legal representative,or other person claiming any rights pursuant to the Plan is subject to all terms and conditions ofthe Plan and any Award Agreement applicable to the Holder, except to the extent the Plan and AwardAgreement otherwise provide, and to any additional restrictions deemed necessary or appropriate bythe Committee. If the Holder is married and resides in a community property jurisdiction, adesignation of a person other than the Holder’s spouse as his or her beneficiary with respect tomore than 50% of the Holder’s interest in the Award shall not be effective without the priorwritten or electronic consent of the Holder’s spouse. If no beneficiary has been designated orsurvives the Holder, payment shall be made to the person entitled thereto pursuant to the Holder’swill or the laws of descent and distribution. Subject to the foregoing, a beneficiary designationmay be changed or revoked by a Holder at any time provided the change or revocation is filed withthe Committee prior to the Holder’s death.     7.4 Conditions to Issuance of Shares.          (a) Notwithstanding anything herein to the contrary, the Company shall not be required toissue or deliver any certificates or make any book entries evidencing Shares pursuant to theexercise of any Award unless and until the Committee has determined, with advice of counsel, thatthe issuance of such Shares is in compliance with all Applicable Laws, and the Shares are coveredby an effective registration statement or applicable exemption from registration. In addition tothe terms and conditions provided herein, the Committee may require that a Holder make suchreasonable covenants, agreements, and representations as the Committee, in its discretion,deems advisable in order to comply with any such laws, regulations, or requirements.
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          (b) All Share certificates delivered pursuant to the Plan and all Shares issued pursuant tobook entry procedures are subject to any stop-transfer orders and other restrictions as theCommittee deems necessary or advisable to comply with all Applicable Laws, rules and regulations.The Committee may place legends on any Shares certificate or book entry to reference restrictionsapplicable to the Shares.          (c) The Committee shall have the right to require any Holder to comply with any timing orother restrictions with respect to the settlement, distribution or exercise of any Award, includinga window-period limitation.          (d) No fractional Shares shall be issued and the Committee shall determine, in its solediscretion, whether cash shall be given in lieu of fractional shares or whether such fractionalshares shall be eliminated by rounding down.          (e) Notwithstanding any other provision of the Plan, unless otherwise determined by theCommittee or required by any Applicable Law, rule or regulation, the Company shall not deliver toany Holder certificates evidencing Shares issued in connection with any Award and instead suchShares shall be recorded in the books of the Company (or, as applicable, its transfer agent orshare plan administrator).     7.5 Applicable Currency. The Committee shall designate in the Award Agreement thecurrency applicable to an Award, which may be in U.S. dollars, Canadian dollars, Chinese Renminbior such other currency as the Committee shall determine required under Applicable Law. A Holdermay be required to provide evidence that any currency used to pay the exercise price of any Awardwas acquired and taken out of the jurisdiction in which the Holder resides in accordance withApplicable Laws, including foreign exchange control laws and regulations. If the exercise pricefor an Award is paid in a foreign currency, other than that designated in the Award Agreement, aspermitted by the Committee, the amount payable will be determined by conversion at the exchangerate as selected by the Committee on the date of exercise.**ARTICLE 8.****ADMINISTRATION**     8.1 Committee. A committee of the Board (the “Committee”) shall administerthe Plan (except as otherwise permitted herein). The Committee shall comprise two or moreNon-Employee Directors appointed by and holding office at the pleasure of the Board, each of whomshall comply with Applicable Laws. Notwithstanding the foregoing:          (a) the full Board, acting by a majority of its members in office, shall conduct the generaladministration of the Plan with respect to Awards granted to Non-Employee Directors; and          (b) the Board or the Committee may delegate its authority hereunder to the extent permitted bySection 8.6.
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     8.2 Duties and Powers of Committee. The Committee shall be responsible for thegeneral administration of the Plan in accordance with its provisions. The Committee shall have thepower to interpret the Plan and the Award Agreements and to adopt such rules for theadministration, interpretation and application of the Plan as are not inconsistent therewith, tointerpret, amend or revoke any such rules and to amend any Award Agreement provided that the rightsor obligations of the Holder of the Award that is the subject of any such Award Agreement are notaffected adversely by such amendment, unless the consent of the Holder is obtained or suchamendment is otherwise permitted under Section 9.10. Any such grant or award under the Plan neednot be the same with respect to each Holder. Any such interpretations and rules with respect toIncentive Options shall be consistent with the provisions of Section 422 of the Code. In its solediscretion, the Board may at any time and from time to time exercise any and all rights and dutiesof the Committee under the Plan except with respect to matters which under Applicable Law arerequired to be determined in the sole discretion of the Committee.     8.3 Action by the Committee. Each member of the Committee is entitled to, in goodfaith, rely or act upon any report or other information furnished to that member by any officer orother employee of a Service Recipient, the Company’s independent certified public accountants orany executive compensation consultant or other professional retained by the Company to assist inthe administration of the Plan.     8.4 Authority of Committee. Subject to any specific designation in the Plan, theCommittee has the exclusive power, authority and sole discretion to:               (a) designate Eligible Individuals to receive Awards;               (b) determine the type or types of Awards to be granted to each Eligible Individual;               (c) determine the number of Awards to be granted and the number of Shares to which an Awardwill relate;               (d) determine the terms and conditions of any Award granted pursuant to the Plan, including,but not limited to, the exercise price, grant price, or purchase price, any reload provision, anyrestrictions or limitations on the Award, any schedule for vesting, lapse of forfeiturerestrictions or restrictions on the exercisability of an Award, and accelerations or waiversthereof, and any provisions related to non-competition and recapture of gain on an Award, based ineach case on such considerations as the Committee in its sole discretion determines;               (e) determine whether, to what extent, and pursuant to what circumstances an Award may besettled in, or the exercise price of an Award may be paid in cash, Shares, other Awards, or otherproperty, or an Award may be canceled, forfeited, or surrendered;               (f) prescribe the form of each Award Agreement, which need not be identical for each Holder;               (g) decide all other matters that must be determined in connection with an Award;
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               (h) establish, adopt, or revise any rules and regulations as it may deem necessary or advisable toadminister the Plan;               (i) interpret the terms of, and any matter arising pursuant to, the Plan or any AwardAgreement; and               (j) make all other decisions and determinations that may be required pursuant to the Plan oras the Committee deems necessary or advisable to administer the Plan.     8.5 Decisions Binding. The Committee’s interpretation of the Plan, any Award grantedpursuant to the Plan and any Award Agreement and all decisions and determinations by the Committeewith respect to the Plan are final, binding, and conclusive on all parties.     8.6 Delegation of Authority. To the extent permitted by Applicable Laws, the Board orthe Committee may from time to time delegate to a committee of one or more members of the Board orone or more officers of the Company the authority to carry out the day-to-day administration of thePlan subject at all times to the control and direction of the Board or the Committee; providedthat, in no event, shall any delegatee be delegated the authority to grant or amend Awards.Any delegation hereunder shall be subject to such restrictions and limits as the Board or theCommittee specifies at the time of such delegation, and the Board or the Committee may at any timerescind the authority so delegated or appoint a new delegatee. At all times, the delegatee shallserve at the pleasure of the Board or the Committee.**ARTICLE 9.****MISCELLANEOUS PROVISIONS**     9.1 Effective Date. The Plan was originally effective on March 15, 2006 (the“Effective Date”). This amendment and restatement of the Plan will be effective on thedate it is approved by the Shareholders (the “Restatement Effective Date”). The amendmentand restatement of the Plan will be deemed to be approved by the Shareholders if it receives theaffirmative vote of a majority (in excess of 50%) of the votes of the Shares entitled to vote andpresent or represented at a meeting duly held in accordance with Applicable Laws.     9.2 Expiration Date. The Plan will expire on, and no Award may be granted pursuant tothe Plan after, the tenth (10th) anniversary of the Restatement Effective Date. AnyAwards that are outstanding on the tenth (10th) anniversary of the Restatement EffectiveDate shall remain in force according to the terms of the Plan and the applicable Award Agreement.     9.3 Amendment or Termination of the Plan. Except as otherwise provided in thisSection 9.3, at any time and from time to time, the Committee may terminate, amend or modify thePlan; provided that:               (a) to the extent necessary and desirable to comply with Applicable Laws, the Company shallobtain Shareholder approval of any Plan amendment in such a manner and to such a degree asrequired, and               (b) Shareholder approval is required for any amendment to the Plan that:
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                    (i) increases the number of Shares available under the Plan (other than any adjustment as providedby Article 10),                    (ii) permits the Committee to extend the exercise period for an Option beyond ten (10) yearsfrom the date of grant, or                    (iii) results in a material increase in benefits or a change in eligibility requirements.Except as provided in the Plan or any Award Agreement, no amendment, suspension or termination ofthe Plan shall, without the consent of the Holder, impair any rights or obligations under any Awardtheretofore granted or awarded.     9.4 No Shareholders Rights. Except as otherwise provided herein, a Holder shall havenone of the rights of a Shareholder with respect to Shares covered by any Award until the Holderbecomes the record owner of such Shares.     9.5 Paperless Administration. In the event that the Company establishes, for itselfor using the services of a third party, an automated system for the documentation, granting orexercise of Awards, such as a system using an internet website or interactive voice response, thenthe paperless documentation, granting or exercise of Awards by a Holder may be permitted throughthe use of such an automated system.     9.6 Effect of Plan upon Other Compensation Plans. The adoption of the Plan shall notaffect any other compensation or incentive plans in effect for a Service Recipient. Nothing in thePlan shall be construed to limit the right of a Service Recipient:               (a) to establish any other forms of incentives or compensation for Eligible Individuals, or               (b) to grant or assume options or other rights or awards otherwise than under the Plan inconnection with any proper corporate purpose, including without limitation, the grant or assumptionof options in connection with the acquisition by purchase, lease, merger, consolidation orotherwise, of the business, securities or assets of any corporation, partnership, limited liabilitycompany, firm or association.     9.7 Compliance with Laws. The Plan, the granting and vesting of Awards under the Planand the issuance and delivery of Shares and the payment of money under the Plan or under Awardsgranted or awarded under the Plan are subject to compliance with all Applicable Laws and to suchapprovals by any listing, regulatory or governmental authority as may, in the opinion of counselfor the Company, be necessary or advisable in connection therewith. Any securities delivered underthe Plan shall be subject to such restrictions, and the person acquiring such securities shall, ifrequested by the Company, provide such assurances and representations to the Company as the Companymay deem necessary or desirable to assure compliance with all applicable legal requirements. Tothe extent permitted by Applicable Law, the Plan and Awards granted or awarded hereunder shall bedeemed amended to the extent necessary to conform to such laws, rules and regulations.
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     9.8 Titles and Headings, References to Sections of the Code or Exchange Act. The titlesand headings of the Sections in the Plan are for convenience of reference only and, in the event ofany conflict, the text of the Plan, rather than such titles or headings, shall control. Referencesto sections of the Code or the Exchange Act shall include any amendment or successor thereto.     9.9 Governing Law. The Plan and any agreements hereunder shall be administered,interpreted and enforced under the internal laws ofCanada, without regard to conflictsof laws thereof.     9.10 Section 409A. To the extent that the Committee determines that any Award grantedunder the Plan is subject to Section 409A of the Code, the Award Agreement evidencing such Awardshall incorporate the terms and conditions required by Section 409A of the Code. To the extentapplicable, the Plan and Award Agreements shall be interpreted in accordance with Section 409A ofthe Code and Department of Treasury regulations and other interpretive guidance issued thereunder,including without limitation any such regulations or other guidance that may be issued after theEffective Date. Notwithstanding any provision of the Plan to the contrary, in the event thatfollowing the Effective Date the Committee determines that any Award may be subject to Section 409Aof the Code and related Department of Treasury guidance (including such Department of Treasuryguidance as may be issued after the Effective Date), the Committee may adopt such amendments to thePlan and the applicable Award Agreement or adopt other policies and procedures (includingamendments, policies and procedures with retroactive effect), or take any other actions, that theCommittee determines are necessary or appropriate to:               (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatmentof the benefits provided with respect to the Award, or               (b) comply with the requirements of Section 409A of the Code and related Department ofTreasury guidance and thereby avoid the application of any penalty taxes under such Section.     9.11 No Rights to Awards. No Eligible Individual or other person shall have any claimto be granted any Award pursuant to the Plan, and neither the Company nor the Committee isobligated to treat Eligible Individuals, Holders or any other persons uniformly.     9.12 No Right to Employment or Services. Nothing in the Plan or any Award Agreementshall interfere with or limit in any way the right of the Service Recipient to terminate anyHolder’s employment or services at any time, nor confer upon any Holder any right to continue inthe employ or service of any Service Recipient.     9.13 Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan forincentive compensation. With respect to any payments not yet made to a Holder pursuant to anAward, nothing contained in the Plan or any Award Agreement shall give the Holder any rights thatare greater than those of a general creditor of the Company, any Subsidiary or any Related Entity.
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     9.14 Indemnification. To the extent allowable pursuant to Applicable Laws, each member ofthe Committee or of the Board shall be indemnified and held harmless by the Company from any loss,cost, liability, or expense that may be imposed upon or reasonably incurred by such member inconnection with or resulting from any claim, action, suit, or proceeding to which he or she may bea party or in which he or she may be involved by reason of any action or failure to act pursuant tothe Plan and against and from any and all amounts paid by him or her in satisfaction of judgment insuch action, suit, or proceeding against him or her; provided that he or she gives theCompany an opportunity, at its own expense, to handle and defend the same before he or sheundertakes to handle and defend it on his or her own behalf. The foregoing right ofindemnification shall not be exclusive of any other rights of indemnification to which such personsmay be entitled pursuant to the Company’s Articles, as a matter of law, or otherwise, or any powerthat the Company may have to indemnify them or hold them harmless.     9.15 Relationship to other Benefits. No payment pursuant to the Plan shall be takeninto account in determining any benefits under any pension, retirement, savings, profit sharing,group insurance, welfare or other benefit plan of any Service Recipient except to the extentotherwise expressly provided in writing in such other plan or an agreement thereunder.     9.16 Expenses. The expenses of administering the Plan shall be borne by the ServiceRecipients.**ARTICLE 10.****CHANGES IN CAPITAL STRUCTURE**     10.1 Adjustments. In the event of any distribution, share split, combination orexchange of Shares, amalgamation, arrangement or consolidation, reorganization of the Company,including the Company becoming a subsidiary in a transaction not involving a Corporate Transaction,spin-off, recapitalization or other distribution (other than normal cash dividends) of Companyassets to Shareholders, or any other change affecting the Shares or the share price of a Share, theCommittee shall make such proportionate and equitable adjustments, if any, to reflect such changewith respect to:               (a) the aggregate number and type of shares that may be issued under the Plan (including, butnot limited to, adjustments of the limitations in Section 3.1 and substitutions of shares in aparent or surviving company);               (b) the terms and conditions of any outstanding Awards (including, without limitation, anyapplicable performance targets or criteria with respect thereto); and               (c) the grant or exercise price per share for any outstanding Awards under the Plan. The formand manner of any such adjustments shall be determined by the Committee in its sole discretion.
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     10.2 Corporate Transactions. Except as may otherwise be provided in any Award Agreement orany other written agreement entered into by and between the Company and a Holder, if a CorporateTransaction occurs and a Holder’s Awards are not converted, assumed, or replaced by a successor asprovided in Section 10.3, such Awards shall become fully exercisable and all forfeiturerestrictions on such Awards shall lapse. Upon, or in anticipation of, a Corporate Transaction, theCommittee may in its sole discretion provide for:               (a) any and all Awards outstanding hereunder to terminate at a specific time in the future andshall give each Holder the right to exercise such Awards during a period of time as the Committeeshall determine,               (b) either the purchase of any Award for an amount of cash equal to the amount that could havebeen attained upon the exercise of such Award or realization of the Holder’s rights had such Awardbeen currently exercisable or payable or fully vested (and, for the avoidance of doubt, if as ofsuch date the Committee determines in good faith that no amount would have been attained upon theexercise of such Award or realization of the Holder’s rights, then such Award may be terminated bythe Company without payment), or               (c) the replacement of such Award with other rights or property selected by the Committee inits sole discretion or the assumption of or substitution of such Award by the successor orsurviving corporation, or a parent or subsidiary thereof, with appropriate adjustments as to thenumber and kind of Shares and prices.     10.3 Assumption of Awards — Corporate Transactions. In the event of a CorporateTransaction, each Award may be assumed by the successor entity in connection with the CorporateTransaction. Except as provided otherwise in an Award Agreement, an Award will be consideredassumed if the Award either is:               (a) assumed by the successor entity or replaced with a comparable Award (as determined by theCommittee) with respect to capital shares (or equivalent) of the successor entity or Parentthereof; or               (b) replaced with a cash incentive program of the successor entity which preserves thecompensation element of such Award existing at the time of the Corporate Transaction and providesfor subsequent payout in accordance with the same vesting schedule applicable to such Award.If an Award is assumed in a Corporate Transaction, then such Award, the replacement Award or thecash incentive program automatically shall become fully vested, exercisable and payable and bereleased from any restrictions on transfer (other than transfer restrictions applicable to Options)and repurchase or forfeiture rights, immediately upon termination of the Holder’s employment orservice with all Service Recipients within twelve (12) months of the Corporate Transaction withoutcause.
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     10.4 Outstanding Awards — Other Changes. In the event of any other change in thecapitalization of the Company or corporate change other than those specifically referred to in thisArticle 12, the Committee may, in its absolute discretion, make such adjustments in the number andclass of shares subject to Awards outstanding on the date on which such change occurs and in theper share grant or exercise price of each Award as the Committee may consider appropriate toprevent dilution or enlargement of rights.     10.5 No Other Rights. Except as expressly provided in the Plan, no Holder shall haveany rights by reason of any subdivision or consolidation of shares of any class, the payment of anydividend, any increase or decrease in the number of shares of any class or any dissolution,liquidation, merger, or consolidation of the Company or any other corporation. Except as expresslyprovided in the Plan or pursuant to action of the Committee under the Plan, no issuance by theCompany of shares of any class, or securities convertible into shares of any class, shall affect,and no adjustment by reason thereof shall be made with respect to, the number of shares subject toan Award or the grant or exercise price of any Award.*** * * * ***Theforegoing Amended and Restated Plan was approved by the Board onAugust 9, 2010.*** * * * ***Theforegoing Amended and Restated Plan was approved by the Shareholderson September 20, 2010.*** * * * ***Executed on September 20, 2010.      /s/Shawn (Xiaohua) Qu  President and Chief Executive Officer        
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