Exhibit 4.2


 


Actions (Zhuhai) Employee Stock Ownership
Incentive Plan




 





Actions (Zhuhai) Technology
Co., Ltd.


 


Employee Stock Ownership Incentive
Plan


 


February 2015


 




     


     


    

 


Actions (Zhuhai) Employee Stock Ownership
Incentive Plan


 


Table of Contents


 





	Chapter I	Definitions	1
	 	 	 
	Chapter II	General Provisions	3
	 	 	 
	Chapter III	Basis for Determination and Scope of the Grantees	3
	 	 	 
	Chapter IV	Number of Award	4
	 	 	 
	Chapter V	Term of the ESOIP, Grant Date, Vesting and Exercise of Award	4
	 	 	 
	Chapter VI	Exercise Price of the Award or Determination thereof	5
	 	 	 
	Chapter VII	Transfer and Repurchase of the Awards and Underlying Shares	6
	 	 	 
	Chapter VIII	Adjustment Methods and Procedures for ESOIP	7
	 	 	 
	Chapter IX	Procedures for the Company to Grant an Award and for the Grantee to Exercise an Award	8
	 	 	 
	Chapter X	Respective Rights and Obligations of the Company and the Grantee	8
	 	 	 
	Chapter XI	Treatment under Special Circumstances	9
	 	 	 
	Chapter XII	Supplementary Provisions	12




 




     


     


    

 





Actions (Zhuhai) Employee Stock Ownership
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Chapter I          Definitions


 


In this Plan, the
following terms or abbreviations, unless otherwise specified, shall have the following meaning:


 


	Actions, this Company, the Company	Means	Actions (Zhuhai) Technology Co., Ltd. 
	Affiliate 	Means	Any other entity which controls or is controlled by or is under common control with the Company directly or indirectly through one or more intermediaries. 
	Shareholder	Means	The shareholder of this Company, i.e., Actions Semiconductor Co., Ltd. (Zhuhai) 
	Board 	Means	The Board of Directors of this Company
	Parent Board	Means	The Board of Directors of Actions Semiconductor Co., Ltd.
	Senior Officers	Means	The personnel hired by the Company to take managerial responsibilities at the Company, including presidents, vice presidents, secretary of the Board, or to the extent the Board does not exist, the Parent Board, general managers of subsidiaries, heads of marketing, business, R&D, manufacturing and finance, etc. 
	ESOIP, the Incentive Plan, this Plan  	Means	The Employee Stock Ownership Incentive Plan of Actions (Zhuhai) Technology Co., Ltd.
	Registered Capital 	Means	The registered capital of the Company is set to US$75,000,000 when completion of the registration application to Government.
	Virtualized Share 	Means	Each Virtualized Share represents one RMB Yuan in the Registered Capital, in the form of partnership interest or shares, as applicable, of the Shareholding Platform. The net value of each Virtualized Share equals the result of the value of the net assets of the Company divided by the total number of the Virtualized Shares. 
	Share Option, Option	Means	The option granted by the Company to the Grantee to acquire   Virtualized Shares within a certain period of time in the future at a pre-determined price and subject to the pre-determined conditions so as to indirectly hold a certain number of the equity interests of this Company. 
	Restricted Shares	Means	A certain number of Virtualized Shares, the transfer of which are subject to certain restrictions, granted by the Company to the Grantee in accordance with the conditions as set forth herein so as to allow the Grantee to indirectly hold a certain number of the equity interests of this Company. 


 




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	Award 	Means	A certain number of the Share Option or Restricted Shares granted by the Company to the Grantee in accordance with the conditions as set forth herein. 
	Shareholding Platform	Means	One or more entities established to hold equity interests of the Company under the ESOIP. 
	Grantee	Means	The directors, Senior Officers, personnel in marketing, business, R&D departments and at other key positions of the Company and consultants of the Company and its affiliates who are granted an Award under the ESOIP. 
	Grant Date 	Means	The date on which the Board, or to the extent the Board does not exist, the Parent Board, approved a grant of Award. 
	Exercise 	Means	
        (1) the Grantee’s acquisition
        of the partnership interests or shares, as applicable, of the Shareholding Platform at the pre-determined price and with the pre-determined
        conditions during the Exercise Term of the granted Share Option as set forth in Article 15 of this Plan; or

        (2) the Grantee’s acceptance
        of the Restricted Shares.

	Performance Criteria for Grant of the Restricted Shares	Means	The performance criteria for grant of the Restricted Shares determined by the Board, or to the extent the Board does not exist, the Parent Board, based on the performance of the Company during the term hereof. 
	Option Term 	Means	The period of time from the Grant Date of a Share Option till the expiration of the Share Option. The Option Term of the Share Option granted hereunder is ten years. 
	Exercise Term 	Means	The term during which the Grantee is allowed to exercise the Award as set forth under Article 15. 
	Exercise Price 	Means	The price determined by the Board, or to the extent the Board does not exist, the Parent Board, for the Grantee to exercise the Award to acquire partnership interests or shares, as applicable, of the Shareholding Platform. 
	Company Law 	Means	The Company Law of the People’s Republic of China. 
	Articles Of Association 	Means	The Articles Of Association of the Company. 
	Yuan 	Means	Renminbi Yuan. 


 




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Chapter II         General Provisions


 


		Article 1:	With a view to further improving the governance structure
of the Company, refining the incentive system thereof, enhancing the responsibility and sense of mission of the management team
and key business staff to achieve the sustainable healthy development, and ensuring the achievement of the development goals,
Actions (Zhuhai) Technology Co., Ltd. (hereinafter referred to as “Actions” or “the Company”) develops
the Employee Stock Ownership Incentive Plan of Actions (Zhuhai) Technology Co., Ltd. in accordance with the Company
Law and other relevant laws, regulations and the Articles of Association of the Company.



 


		Article 2:	This Plan will be implemented upon review by the general
manager of the Company and approval by the Shareholder thereof.



 


		Article 3:	The basic principles of this Plan are



 


		1.	Fairness, justice and openness;



 


		2.	Combination of incentive and constraints;



 


		3.	Consistency of the interests of the Shareholder and that of the professional
management team to promote the sustainable development of the Company; and



 


		4.	Maintenance of the Shareholder’s rights and interests to bring the
Shareholder with more efficient and sustainable returns.



 


		Article 4:	Objectives of this Plan are



 


		1.	Advocating the value-creation-oriented performance culture, and building
a profit sharing and mutual constrain system between the shareholder and professional management team;



 


		2.	Motivating sustainable value creation, and ensuring the long-term stable
development of the Company;



 


		3.	Balancing the short-term and long-term goals of the management team; and



 


		4.	Maintaining the stability of the management team and key business staff.



 


Chapter III         Basis for Determination
and Scope of the Grantees


 


		Article 5:	Basis for Determination of the Grantees



 


		1.	The legal basis for determination of the Grantees: the Grantees of this
Plan are determined in accordance with the relevant provisions as set forth in the Company Law and other relevant laws,
administrative regulations, and the Articles of Association of the Company, in combination with the actual situation of
the Company.



 


		2.	The position basis for determination of the Grantees: the Grantees of this
Plan are directors, Senior Officers and key business staff with direct impacts on or outstanding contributions to the overall performance
and sustainable development of the Company who are currently on the payroll of the Company or its Affiliate.



 




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		Article 6:	The Grantees of this ESOIP are:



 


		1.	Directors



 


		2.	Senior Officers



 


		3.	Personnel at key positions, and



 


		4.	Consultants



 


		Article 7:	Notwithstanding the forgoing provisions as set forth under
Article 6, those who may not take the position of director, supervisor or senior officer as provided under Article 146 of the
Company Law shall not become the Grantees of this Plan. Each Grantee covenants that during the implementation of
this Plan, in the event that any circumstances as provided in Article 146 of the Company Law occur and cause such Grantee to be
disqualified as a director, supervisor or senior officer, the Grantee will waive the right to participate in this Plan without
any compensation, and any unvested and vested but not exercised Share Option shall be cancelled immediately upon occurrence of
any such circumstances.



 


		Article 8:	The specific list of the Grantees for each fiscal year
within the term hereof shall be developed by the general manager of the Company and approved by the Board, or to the extent the
Board does not exist, the Parent Board.



 


Chapter IV            Number of Award


 


		Article 9:	Number of Award and Incentive Basis



 


The Shareholder of the Company
intends to establish one or more Shareholding Platforms to hold approximately 15% of registered capital of the Company so as to
implement the Incentive Plan. The Grantees will acquire Virtualized Shares upon Exercise of their Awards.


 


		Article 10:	Under each Share Option, the Grantee has the right to purchase
such number of Virtualized Shares at the pre-determined Exercise Price in accordance with the exercise conditions within the Exercise
Term. Each Restricted Share corresponds to one Virtualized Share free of charge upon Exercise.



 


Chapter V        Term of the ESOIP, Grant
Date, Vesting and Exercise of Award


 


		Article 11:	Term of the ESOIP



 


The term of this ESOIP is
Ten years, commencing from the date when this Plan is approved by the Shareholder.


 


		Article 12:	Grant Date



 


The terms of an Award, including
but not limited to the identity of the Grantees, the amount of underlying Virtualized Shares, the Exercise Price, the Option Term,
Vesting Conditions and the Exercise Term shall be approved by the Board, or to the extent the Board does not exist, the Parent
Board, in accordance with the relevant provisions as set forth herein. The Grant Date of a given Award shall be the date when such
grant is approved by the Board, or to the extent the Board does not exist, the Parent Board.


 




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		Article 13:	Vesting



 


After the grant of the Share
Options, the Grantees may have the right to exercise the Share Options in accordance with the relevant provision as set forth herein
when the vesting conditions as set forth herein are satisfied.


 


With respect to the Restricted
Shares, the Grantees may have the right to exercise and acquire corresponding partnership interest or shares, as applicable, of
the Shareholding Platform, in accordance with the provisions as set forth herein since the Grant Date.


 


		Article 14:	Vesting Conditions for the Share Options



 


The Board, or to the extent
the Board does not exist, the Parent Board, shall determine the vesting conditions for the Share Options subject to the continuous
service of the Grantee at the Company or its Affiliate.


 


		Article 15:	Exercise of Awards



 


The Grantees may exercise
the Share Options during the Option Term in accordance with the Vesting Conditions, subject to the continuous service of the Grantees
at the Company or its Affiliate except for the circumstances provided under Article 18 and Article 35.2 of this Plan. The time
period during which the Share Options can be exercised is the Exercise Term. Options which are not vested during the Option Term
due to the failure of meeting the Vesting Conditions, or the Share Options which are not exercised upon the expiration of the Exercise
Term shall be cancelled immediately, and shall be repossessed by the Company or the Shareholding Platform free of charge and deregistered.


 


After the receipt of the
Restricted Shares, the Grantees may exercise within the term as set forth in the Award Grant Notice; however such Exercise shall
be subject to the continuous service of the Grantees at the Company or its Affiliate, except for the circumstances provided under
Article 18 and Article 35.2 of this Plan. If the labor contract or employment contract with the Company or its Affiliate of a Grantee
is terminated prior to the Exercise, any outstanding but unexercised Restricted Shares shall be automatically cancelled.


 


Chapter VI          Exercise Price of the
Award or Determination thereof


 


		Article 16:	The Exercise Price of the Awards shall be determined by
the Board, or to the extent the Board does not exist, the Parent Board, in accordance with the following principles:



 


		1.	Purchase price of the Restricted Share: zero;



 


		2.	Exercise Price of the Share Option: price determined by the Board, or to
the extent the Board does not exist, the Parent Board, in reference to the net assets of the Company when such Share Option is
granted.



 


		Article 17:	Adjustment of the Exercise Price of the Share Option



 


During the Option Term of
a Share Option, if the number or value of the Virtualized Shares of the Company changes as a result of conversion of capital reserves
into registered capital, issuance of bonus equity, merger, increase in registered capital, etc., the Exercise Price will be adjusted
by the Board, or to the extent the Board does not exist, the Parent Board, in accordance with the relevant provisions as set forth
herein.


 




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Chapter VII           Transfer and Repurchase
of the Awards and Underlying Shares


 


		Article 18:	Transferability of the Awards



 


Any Award hereunder may not
be sold, pledged, assigned, charged, transferred or otherwise disposed of except for by a will or under succession laws, and may
only be exercised by the Grantee during his/her lifetime, subject to Article 16 hereof. After the death of the Grantee and subject
to Article 35.2 of this Plan, the Award may be exercised by the following persons: (a) one or more beneficiaries designated by
the deceased Grantee; or (b) in case of lack of duly designated beneficiaries, the statutory agent of the Grantee or any person
who has the right in accordance with the will of the deceased Grantee or the then applicable succession and allocation laws. The
terms and conditions hereof are binding on the will executor, will manager, successor and assignee of the Grantee.


 


		Article 19:	Prohibition of Award Transfer after Exercise and Right
of First Offer of the Company



 


No shares or partnership
interests of the Shareholding Platform, as applicable, obtained by the Grantee upon the Exercise can be sold, charged, encumbered
or otherwise transferred to any third party without the prior written consent of the Company. If the Company agrees on a transfer,
the Shareholding Platform or the shareholder or partner of the Shareholding Platform designated by the Company shall have the right
of first offer with respect to the forgoing shares or partnership interests of the Shareholding Platform, as applicable, to be
transferred by the Grantee under the same conditions.


 


		Article 20:	Right of Repurchase of the Company



 


In case of any of the following
circumstances, the Shareholding Platform or the shareholder or partner of the Shareholding Platform designated by the Company shall
have the right to repurchase from the Grantee all or any part of his/her Option or the shares or partnership interests of the Shareholding
Platform held the Grantee (hereinafter referred to as “Right of Repurchase”) :


 


		1.	The labor contract or employment contract of the Grantee with the Company
(including its Affiliate) is terminated;



 


		2.	The Board, or to the extent the Board does not exist, the Parent Board,
decides to reorganize the capital structure of the Company for the purpose of a public listing;



 


		3.	The Board, or to the extent the Board does not exist, the Parent Board,
approves a merger and acquisition of the Company, which will result in a change of control of employment unit of the Grantee.



 




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		Article 21:	Exercise of the Right of Repurchase



 


The Right of Repurchase may
be exercised by the Company by a written notice to the relevant Grantee at any time within (i) ninety (90) days after the termination
date of the labor contract or employment contract; or (ii) sixty (60) days after the Board, or to the extent the Board does not
exist, the Parent Board, approves the reorganization or merger and acquisition as set forth in Article 20 above (the “Repurchase
Term”). After receipt of the repurchase notice, the Grantee shall sign relevant legal documents with the Company or the Shareholding
Platform (or the partner thereof designated by the Company) as soon as possible to complete necessary amendment registration in
terms of the repurchased shares or partnership interests, as applicable. If the Grantee refuses to provide necessary cooperation
to implement the above mentioned repurchase after receiving the reminder from the Company, the Shareholding Platform may unilaterally
cancel the partnership interests or shares, as applicable, and any underlying rights held by such Grantee in the Shareholding Platform
to the extent permitted by law, under which circumstance, the Company may pay the economic compensation arising from the repurchase
to the Grantee or deposit it in a third party escrow account.


 


		Article 22:	Price of Repurchase



 


In case that the Company
exercises the Right of Repurchase as a result of reorganization for listing or a merger, the price of repurchase shall be determined
based on the market value of the Company when the Company exercises the Right of Repurchase; notwithstanding the foregoing,
in case that the Company exercises the Right of Repurchase as a result of a merger and the surviving company of the merger or the
shareholder of the surviving company provides the Grantee with a similar new ESOIP, such repurchase shall be conducted without
any consideration; in case that the Company exercises the Right of Repurchase as a result of termination of the labor contract
or employment contract of a Grantee, the price of repurchase shall be determined in reference to the specific reason why the Grantee
terminates the labor contract or employment contract and the value of the net assets of the Company after a specific pricing
discount based on actual circumstances as determined by the Board, or to the extent the Board does not exist, the Parent Board.
The value of the net assets of the Company shall be determined based on the book value per Virtualized Share of the Company of
the latest period as reviewed or audited by the auditor.


 


Chapter VIII          Adjustment Methods
and Procedures for ESOIP


 


		Article 23:	Method for Adjusting the Number of Share Option



 


In the event that a conversion
of capital reserves into share capital, issuance of bonus equity, increase of registered capital or other similar circumstances
affecting the Share Option occurs before the Exercise, the Board, or to the extent the Board does not exist, the Parent Board,
has the right to adjust the number of Share Option accordingly with reference to the following adjustment method:


 


Q=Q0
*(1 + n)


 


Wherein: Q0 stands
for the number of the Share Options before the adjustment; n stands for the number of increased registered capital converted from
capital reserves per Virtualized Share or the amount of bonus equity issued per Virtualized Share; Q stands for the number of the
Share Options after the adjustment.


 




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		Article 24:	Method for Adjusting the Exercise Price



 


In the event of that a distribution
of dividends, a conversion of capital reserves into share capital, issuance of bonus equity, increase of registered capital or
other similar circumstances affecting the Share Option occurs before the Exercise, the Board, or to the extent the Board does not
exist, the Parent Board, has the right to adjust the Exercise Price accordingly with reference to the following method:


 


P=P0
÷ (1+n)


 


Wherein: P0 stands
for the Exercise Price before the adjustment; n stands for the number of increased registered capital converted from capital reserves
per Virtualized share or the number of bonus equity issued per Virtualized Share; P stands for the Exercise Price after the adjustment.


 


		Article 25:	If any other event that affects the number of the Share
Options or the Exercise Price occurs, the Board, or to the extent the Board does not exist, the Parent Board, shall have the right
to adjust the number of the Share Options or the Exercise Price accordingly.



 


Chapter IXProcedures for the Company
to Grant an Award and for the Grantee to Exercise an Award


 


		Article 26:	After this Plan is approved by the Shareholder, the Company
may grant Awards to those Grantees as determined in accordance with Article 8 hereof. The Company, the Shareholding Platform and
the Grantee shall go through such procedures as notification, grant, registration and announcement, and sign relevant legal documents
in accordance with the relevant provisions.



 


		Article 27:	When granting an Award, the Company will issue an Award
Grant Notice to the Grantee, and shall sign an Award Agreement with the Grantee to set forth the rights and obligations of the
parties. The Award Agreement is also a document evidencing the grant of the Award, and shall set forth the name, ID number, domicile,
contact information, serial number, instructions, etc. The Company will prepare an Award list for the ESOIP based on the execution
of Award Agreements by the Grantees to record the relevant information.



 


		Article 28:	The Award holder shall, after the Award becomes effective
and during the Exercise Term, if he/she intends to exercise his/her Award, submit an application for Exercise to confirm the number
and price of the Exercise with the Company, and pay corresponding price (if applicable) to acquire corresponding partnership interests
or shares of the Shareholding Platform, as applicable. The application for Exercise shall set forth the number of the Exercise,
Exercise price, contact information of the Award holder, etc.



 


		Article 29:	After verifying and confirming the exercise application
submitted by the Award holder, the Company shall cause the Shareholding Platform or its partner to issue the shares or transfer
corresponding partnership interest to the Award holder in accordance with the number of Award exercised, and go through relevant
registration procedures, if applicable.



 


Chapter X          Respective Rights and
Obligations of the Company and the Grantee


 


		Article 30:	Rights and Obligations of the Company



 


		1.	The Company has the right to interpret and implement this Plan, to conduct
Grantee performance evaluation, and to supervise and review whether the Grantee is still qualified for the Exercise.



 




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		2.	The Company promises that it will not provide the Grantee with any loan
or financial aid in any form, including providing security for his/her loan, for the Exercise of an Award in accordance with this
Plan.



 


		3.	The Company shall, in accordance with the relevant provisions hereof and
as set forth in laws, actively cooperate with the Grantee who meets the conditions for the Exercise in exercising the Awards in
accordance with the relevant provisions.



 


		4.	The Company shall have the right to, in accordance with the relevant tax
laws, withhold and pay taxes on the relevant funds paid by the Company or the Shareholding Platform (including its partner) to
the Grantee in accordance with this Agreement.



 


		5.	Other relevant rights and obligations as specified by laws and regulations.



 


		Article 31:	Rights and Obligations of the Grantee



 


		1.	The Grantee shall perform his or her duties diligently and observe professional
ethics in accordance with the position requirements of the Company, so as to make his/her contributions to the development of the
Company.



 


		2.	The Grantee may opt to or not to exercise the Awards, and may decide in
his or her sole discretion the number of the Exercise to the extent the Award is exercisable.



 


		3.	The Grantee has the right to and shall exercise the Awards in accordance
with the provisions hereof, and shall not sell, pledge, hypothecate or otherwise dispose of the shares or partnership interests
of the Shareholding Platform that he or she holds after the Exercise in accordance with relevant provisions.



 


		4.	The funds used by the Grantee for the Exercise in accordance with the provisions
hereof shall be raised by the Grantee himself or herself.



 


		5.	During the Exercise Term, the Grantee may exercise the Awards at one or
more times, provided that the Grantee shall timely submit the application for Exercise to the Company and prepare the price for
Exercise.



 


		6.	The Awards granted to the Grantee may not be transferred, pledged or be
used to repay any debt.



 


		7.	The income obtained by the Grantee hereunder is subject to individual income
tax and other taxes and fees in accordance with applicable tax regulations.



 


		8.	Other relevant rights and obligations as specified by laws and regulations.



 


Chapter XI          Treatment under Special
Circumstances


 


		Article 32:	Change in the Largest Shareholder of the Company



 


In the event of a reorganization
or a merger of the Company that results in a change in the largest shareholder of the Company and a change of the employment unit
of the Grantee from the Company to the acquiring party, the existing largest shareholder shall stipulate in the merger agreement
(or any other agreement leading to the change in the largest shareholder) that the new largest shareholder or the acquiring party
shall undertake that this Incentive Plan shall remain unchanged or provide a similar new share incentive plan, as an integral part
of the relevant transaction agreements. Notwithstanding the forgoing, upon the consent of the shareholders or partners holding
a simple majority of the shares or partnership interests of the Shareholding Platform, the Board, or to the extent the Board does
not exist, the Parent Board, may make substantive adjustments to the terms and conditions of this Plan, so as to facilitate the
consummation of the foregoing reorganization, merger or other similar transactions.


 




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		Article 33:	In the event of a merger or a spin-off of the Company,
the parties concerned shall undertake in the relevant merger or spin-off agreement to continue to implement this Plan or to provide
a similar new share incentive plan. Notwithstanding the forgoing, upon the consent of the shareholders or partners holding a simple
majority of the shares or partnership interest of the Shareholding Platform, the Board, or to the extent the Board does not exist,
the Parent Board, may make substantive adjustments to the terms and conditions of this Plan, so as to promote the consummation
of the merger, spin-off or other similar transactions of the Company.



 


		Article 34:	In the event that any of the following circumstances of
the Company occur, this Plan shall terminate immediately. Any unvested portion of outstanding Awards shall stop vesting and be
cancelled immediately:



 


		1.	The Board, or to the extent the Board does not exist, the Parent Board,
approves the reorganization of the Company for the purpose of listing of the Company;



 


		2.	The Board, or to the extent the Board does not exist, the Parent Board,
approves a merger of the Company which will result in a change in control of employment entity of the Grantee;



 


		3.	The Company enters into liquidation procedures.



 


		Article 35:	Change in the Personal Circumstance of the Grantee



 


		1.	Under any of the following circumstances, the outstanding Awards of a Grantee
(including the unvested Awards and the vested but not exercised Awards) shall be cancelled immediately on the date of occurrence
of such circumstance:



 


		(1)	The Grantee is in violation of laws and regulations or internal management
rules and regulations of the Company, or dereliction of duty or malpractice as provided in the labor contract, which seriously
damages the interests or reputation of the Company;



 


		(2)	The Grantee is in violation of relevant laws or administrative regulations
of the state or the Articles of Association of the Company, which causes a significant economic loss to the Company;



 


		(3)	The Company has sufficient evidence to prove that while working in the
Company, the Grantee violates laws or disciplines by acceptance or solicitation of a bribe, corruption, theft, divulgence of business
or technical secrets, etc., which damages the interests or reputation of the Company and causes a loss to the Company;



 


		(4)	The Grantee unilaterally requests termination or dissolution of the labor
contract or employment contract with the Company;



 




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		(5)	Any circumstances under Article 146 of the Company Law occurs and the Grantee
is disqualified from taking the the position of the director, supervisor or Senior Officer at the Company;



 


		(6)	Any other circumstances determined by the Board, or to the extent the Board
does not exist, the Parent Board.



 


		2.	Under any of the following circumstances, the Grantee has the right to
exercise his or her Awards with respect to the portion that has vested but not been exercised, and his or her unvested Awards shall
be handled as determined by the Board, or to the extent the Board does not exist, the Parent Board.



 


		(1)	Death or loss of ability to work;



 


		(2)	Retirement;



 


		(3)	Earlier termination of the labor contract or employment contract by reaching
a mutual agreement with the Company through negotiation;



 


		(4)	Any other circumstances determined by the Board, or to the extent the Board
does not exist, the Parent Board.



 


		3.	Any other circumstances shall be determined by the Board, or to the extent
the Board does not exist, the Parent Board, and shall be handled as determined by the Board, or to the extent the Board does not
exist, the Parent Board.



 


		Article 36:	Procedures for Adjusting this Plan under Special Circumstances



 


		1.	As the highest authority of the Company, the Shareholder shall be responsible
for review and approval of this Plan. The Shareholder authorizes the Board, or to the extent the Board does not exist, the Parent
Board, to implement and manage this Plan. Where appropriate, the Board, or to the extent the Board does not exist, the Parent Board,
may expressly authorize the management team of the Company to handle part of matters relating to this Plan;



 


		2.	When this Plan needs to be amended, the amendment opinions put forward
by the management team of the Company shall be submitted to the Shareholder for approval after such opinions are adopted by the
Board, or to the extent the Board does not exist, the Parent Board;



 


		3.	When this Plan is to be earlier terminated, the Board, or to the extent
the Board does not exist, the Parent Board, shall request the Shareholder to approve such earlier termination. If the Shareholder
approves the earlier termination of this Plan, the Company will cease to grant any Awards in accordance with this Plan. Except
as otherwise provided in Article 34 and Article 35 of this Plan, the Awards granted prior to the termination of this Plan shall
remain in force and may still be exercised in accordance with this Plan.



 




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Chapter XII          Supplementary Provisions


 


		Article 37:	Nothing contained in this Plan shall: (i) confer upon any
employee any right with respect to continuation of the employment with the Company or its Affiliate; (ii) interfere in any way
with any right which the Company or any Affiliate may have to terminate the employment of an employee at any time in accordance
with applicable law; (iii) confer upon any director any right with respect to continuation of such director’s membership
on the Board, or to the extent the Board does not exist, the Parent Board,; or (iv) interfere in any way with any right which
the Company or any Affiliate may have to terminate a director’s membership on the Board, or to the extent the Board does
not exist, the Parent Board, at any time in accordance with applicable law.



 


		Article 38:	This Plan shall be governed by the laws of the People’s
Republic of China.



 


		Article 39:	This Plan shall become effective on the date on which it
is approved by the Shareholder.



 


		Article 40:	The final right to interpret this Plan shall be vested
in the Board, or to the extent the Board does not exist, the Parent Board. The Board, or to the extent the Board does not exist,
the Parent Board, has the right to adjust and modify this Plan based on the actual business conditions of the Company, and any
adjustment and modification shall become effective after approved by the Shareholder.



 




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