Exhibit
4.1

     

    RENESOLA
LTD

     

    2007
SHARE INCENTIVE PLAN, AS AMENDED AND RESTATED

     

    AS
OF JANUARY 21, 2009

     

    ARTICLE
1

     

    PURPOSE

     

    The
purpose of this 2007 Share Incentive Plan, as amended and restated as of January
21, 2009 (the “Plan”), is to promote
the success and enhance the value of ReneSola Ltd, a company incorporated under
the laws of the British Virgin Islands (the “Company”) by linking
the personal interests of the members of the Board, Employees, and Consultants
to those of the Company’s shareholders and by providing such individuals with an
incentive for outstanding performance to generate superior returns to the
Company’s shareholders.  The Plan is further intended to provide
flexibility to the Company in its ability to motivate, attract, and retain the
services of members of the Board, Employees, and Consultants upon whose
judgment, interest, and special effort the successful conduct of the Company’s
operation is largely dependent.

     

    ARTICLE
2

     

    DEFINITIONS
AND CONSTRUCTION

     

    Wherever
the following terms are used in the Plan, they shall have the meanings specified
below, unless the context clearly indicates otherwise.  The singular
pronoun shall include the plural where the context so indicates.

     

    2.1           “Applicable Laws”
means (i) the laws of the British Virgin Islands as they relate to the Company
and its Shares; (ii) the legal requirements relating to the Plan and the Awards
under applicable provisions of the corporate, securities, tax and other laws,
rules, regulations and government orders; and (iii) the rules of any applicable
stock exchange or national market system, of any jurisdiction applicable to
Awards granted to residents therein.

     

    2.2           “Article” means an
article of this Plan.

     

    2.3           “Award” means an
Option, Restricted Share or Restricted Share Units award granted to a
Participant pursuant to the Plan.


    
      
         


      

      
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    2.4           “Award Agreement”
means any written agreement, contract, or other instrument or document
evidencing an Award, including through electronic medium.

     

    2.5           “Board” means the
Board of Directors of the Company from time to time.

     

    2.6           “Change in
Control” means a change in
ownership or control of the Company after the date of the effectiveness of the
Company’s first registration statement on the form F-1 filed with the U.S.
Securities and Exchange Commission, effected through either of the following
transactions:

     

    (a)           the
direct or indirect acquisition by any person or related group of persons (other
than an acquisition from or by the Company or by a Company-sponsored employee
benefit plan or by a person that directly or indirectly controls, is controlled
by, or is under common control with, the Company) of beneficial ownership
(within the meaning of Rule 13d-3 under the Exchange Act) of securities
possessing more than fifty percent (50%) of the total combined voting power of
the Company’s outstanding securities pursuant to a tender or exchange offer made
directly to the Company’s shareholders which a majority of the Incumbent Board
(as defined below) who are not affiliates or associates of the offeror under
Rule 12b-2 promulgated under the Exchange Act do not recommend such
shareholders accept, or

     

    (b)           the
individuals who, as of the Effective Date, are members of the Board (the
“Incumbent Board”), cease for any reason to constitute at least fifty percent
(50%) of the Board; provided that if the election, or nomination for election by
the Company’s shareholders, of any new member of the Board is approved by a vote
of at least fifty percent (50%) of the Incumbent Board, such new member of the
Board shall be considered as a member of the Incumbent Board.

     

    2.7           “Code” means the
Internal Revenue Code of 1986 of the United States, as amended.

     

    2.8           “Committee” means the
committee of the Board described in Article 9.

     

    2.9           “Consultant” means any
consultant or adviser if: (a) the consultant or adviser renders bona fide
services to a Service Recipient; (b) the services rendered by the consultant or
adviser are not in connection with the offer or sale of securities in a
capital-raising transaction and do not directly or indirectly promote or
maintain a market for the Company’s securities; and (c) the consultant or
adviser is a natural person who has contracted directly with the Service
Recipient to render such services.

     

    2.10         “Corporate
Transaction” means any of the following transactions, provided, however,
that the Committee shall determine under (d) and (e) whether multiple
transactions are related, and its determination shall be final, binding and
conclusive:

     

    (a)           an
amalgamation, arrangement or consolidation or scheme of arrangement in which the
Company is not the surviving entity, except for a transaction the principal
purpose of which is to change the jurisdiction in which the Company is
incorporated;


    
      
         


      

      
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    (b)           the
sale, transfer or other disposition of all or substantially all of the assets of
the Company;

     

    (c)           the
completion of a voluntary or insolvent liquidation or dissolution of the
Company;

     

    (d)           any
reverse takeover or series of related transactions culminating in a reverse
takeover (including, but not limited to, a tender offer followed by a reverse
takeover) in which the Company is the surviving entity but (A) the Shares
of the Company outstanding immediately prior to such takeover are converted or
exchanged by virtue of the takeover into other property, whether in the form of
securities, cash or otherwise, or (B) in which securities possessing more
than fifty percent (50%) of the total combined voting power of the Company’s
outstanding securities are transferred to a person or persons different from
those who held such securities immediately prior to such takeover or the initial
transaction culminating in such takeover, but excluding any such transaction or
series of related transactions that the Committee determines shall not be a
Corporate Transaction; or

     

    (e)           acquisition
in a single or series of related transactions by any person or related group of
persons (other than the Company or by a Company-sponsored employee benefit plan)
of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange
Act) of securities possessing more than fifty percent (50%) of the total
combined voting power of the Company’s outstanding securities but excluding any
such transaction or series of related transactions that the Committee determines
shall not be a Corporate Transaction.

     

    2.11         “Disability” means that the
Participant qualifies to receive long-term disability payments under the Service
Recipient’s  long-term disability insurance program, as it may be
amended from time to time, to which the Participant provides services regardless
of whether the Participant is covered by such policy.  If the Service
Recipient to which the Participant provides service does not have a long-term
disability plan in place, “Disability” means that a Participant is unable to
carry out the responsibilities and functions of the position held by the
Participant by reason of any medically determinable physical or mental
impairment for a period of not less than ninety (90) consecutive
days.  A Participant will not be considered to have incurred a
Disability unless he or she furnishes proof of such impairment sufficient to
satisfy the Committee in its discretion.

     

    2.12         “Effective Date” shall
have the meaning set forth in Section 10.1.

     

    2.13         “Employee” means any
person, including an officer or member of the Board of the Company, any Parent
or Subsidiary of the Company, who is in the employ of a Service Recipient,
subject to the control and direction of the Service Recipient as to both the
work to be performed and the manner and method of performance.  The
payment of a director’s fee by a Service Recipient shall not be sufficient to
constitute “employment” by the Service Recipient.

     

    2.14         “Exchange Act” means
the Securities Exchange Act of 1934 of the United States, as
amended.

     

    2.15         “Fair Market Value”
means, as of any date, the value of Shares determined as
follows:


    
      
         


      

      
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    (a)           If
the Shares are listed on one or more established stock exchanges or national
market systems, including without limitation, The New York Stock Exchange and
the AIM Market of the London Stock Exchange, its Fair Market Value shall be the
closing sales price for such shares (or the closing bid, if no sales were
reported) as quoted on the principal exchange or system on which the Shares are
listed (as determined by the Committee) on the date of determination (or, if no
closing sales price or closing bid was reported on that date, as applicable, on
the last trading date such closing sales price or closing bid was reported), as
reported in The Wall Street Journal or such other source as the Committee deems
reliable;

     

    (b)           If
the Shares are regularly quoted on an automated quotation system (including the
OTC Bulletin Board) or by a recognized securities dealer, its Fair Market Value
shall be the closing sales price for such shares as quoted on such system or by
such securities dealer on the date of determination, but if selling prices are
not reported, the Fair Market Value of a Share shall be the mean between the
high bid and low asked prices for the Shares on the date of determination (or,
if no such prices were reported on that date, on the last date such prices were
reported), as reported in The Wall Street Journal or such other source as the
Committee deems reliable; or

     

    (c)           In
the absence of an established market for the Shares of the type described in (a)
and (b), above, the Fair Market Value thereof shall be determined by the
Committee in good faith and in its discretion by reference to (i) the placing
price of the latest private placement of the Shares and the development of the
Company’s business operations and the general economic and market conditions
since such latest private placement, (ii) other third party transactions
involving the Shares and the development of the Company’s business operation 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 of Fair Market Value,
relevant.

     

    2.16         “Incentive Share
Option” means an Option that is intended to meet the requirements of
Section 422 of the Code or any successor provision thereto.

     

    2.17         “Independent Director”
means a member of the Board who is not an Employee of the Company.

     

    2.18         “Non-Employee
Director” means a member of the Board who qualifies as a “Non-Employee
Director” as defined in Rule 16b-3(b)(3) under the Exchange Act, or any
successor definition adopted by the Board.

     

    2.19         “Non-Qualified Share
Option” means an Option that is not intended to be an Incentive Share
Option.

     

    2.20         “Option” means a right
granted to a Participant pursuant to Article 5 of the Plan to purchase a
specified number of Shares at a specified price during specified time
periods.  An Option may be either an Incentive Share Option or a
Non-Qualified Share Option.

     

    2.21         “Participant” means a
person who, as a member of the Board, Consultant or Employee, has been granted
an Award pursuant to the Plan.


    
      
         


      

      
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    2.22         “Parent” means a
parent corporation under Section 424(e) of the Code.

     

    2.23         “Plan” means this 2007
Share Incentive Award Plan, as it may be amended from time to time.

     

    2.24         “Related Entity” means
any business, corporation, partnership, limited liability company or other
entity in which the Company, a Parent or Subsidiary of the Company holds a
substantial ownership interest, directly or indirectly but which is not a
Subsidiary and which the Board designates as a Related Entity for purposes of
the Plan.

     

    2.25         “Restricted Share”
means a Share awarded to a Participant pursuant to Article 6 that is subject to
certain restrictions and may be subject to risk of forfeiture.

     

    2.26         “Restricted Share
Unit” means the right granted to a Participant pursuant to Article 6 to
receive a Share at a future date.

     

    2.27         “Securities Act” means
the Securities Act of 1933 of the United States, as amended.

     

    2.28         “Service Recipient”
means the Company, any Parent or Subsidiary of the Company and any Related
Entity to which a Participant provides services as an Employee, Consultant or as
a Director.

     

    2.29         “Share” means a share
of the Company, and such other securities of the Company that may be substituted
for Shares pursuant to Article 8.

     

    2.30         “Subsidiary” means any
corporation or other entity of which a majority of the outstanding voting shares
or voting power is beneficially owned directly or indirectly by the
Company.

     

    2.31         “Trading Date” means
the closing of the first sale to the general public of the Shares pursuant to an
effective registration statement under Applicable Law, which results in the
Shares being publicly traded on one or more established stock exchanges or
national market systems.

     

    ARTICLE
3

     

    SHARES
SUBJECT TO THE PLAN

     

    3.1           Number of
Shares.

     

    (a)           Subject
to the provisions of Article 8 and Section 3.1(b), the maximum aggregate number
of Shares which may be issued pursuant to all Awards (including Incentive Share
Options) is 7,500,000 shares.


    
      
         


      

      
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    (b)           To
the extent that an Award terminates, expires, or lapses for any reason, any
Shares subject to the Award shall again be available for the grant of an Award
pursuant to the Plan.  To the extent permitted by Applicable Laws,
Shares issued in assumption of, or in substitution for, any outstanding awards
of any entity acquired in any form or combination by the Company or any Parent
or Subsidiary of the Company shall not be counted against Shares available for
grant pursuant to the Plan.  Shares delivered by the Participant or
withheld by the Company upon the exercise of any Award under the Plan, in
payment of the exercise price thereof or tax withholding thereon, may again be
optioned, granted or awarded hereunder, subject to the limitations of Section
3.1(a).  If any Restricted Shares are forfeited by the Participant or
repurchased by the Company, such Shares may again be optioned, granted or
awarded hereunder, subject to the limitations of Section
3.1(a).  Notwithstanding the provisions of this Section 3.1(b), no
Shares may again be optioned, granted or awarded if such action would cause an
Incentive Share Option to fail to qualify as an incentive share option under
Section 422 of the Code.

     

    3.2           Shares
Distributed.  Any Shares issued pursuant to an Award may
consist, in whole or in part, of authorized and unissued Shares, treasury Shares
(subject to Applicable Laws) or Shares purchased on the open
market.  Additionally, in the discretion of the Committee, American
Depository Shares in an amount equal to the number of Shares which otherwise
would be distributed pursuant to an Award may be distributed in lieu of Shares
in settlement of any Award.  If the number of Shares represented by an
American Depository Share is other than on a one-to-one basis, the limitations
of Section 3.1 shall be adjusted to reflect the distribution of American
Depository Shares in lieu of Shares.

     

    ARTICLE
4

     

    ELIGIBILITY
AND PARTICIPATION

     

    4.1           Eligibility. Persons
eligible to participate in this Plan include Employees, Consultants, and all
members of the Board, as determined by the Committee.

     

    4.2           Participation.  Subject
to the provisions of the Plan, the Committee may, from time to time, select from
among all eligible individuals, those to whom Awards shall be granted and shall
determine the nature and amount of each Award.  No individual shall
have any right to be granted an Award pursuant to this Plan.

     

    4.3           Jurisdictions.  In
order to assure the viability of Awards granted to Participants employed in
various jurisdictions, the Committee may provide for such special terms as it
may consider necessary or appropriate to accommodate differences in local law,
tax policy, or custom applicable in the jurisdiction in which the Participant
resides or is employed.  Moreover, the Committee may approve such
supplements to, or amendments, restatements, or alternative versions of, the
Plan as it may consider necessary or appropriate for such purposes without
thereby affecting the terms of the Plan as in effect for any other purpose;
provided, however, that
no such supplements, amendments, restatements, or alternative versions shall
increase the share limitations contained in Section 3.1 of the Plan.
Notwithstanding the foregoing, the Committee may not take any actions hereunder,
and no Awards shall be granted, that would violate any Applicable
Laws.


    
      
         


      

      
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    ARTICLE
5

     

    OPTIONS

     

    5.1           General.  The
Committee is authorized to grant Options to Participants on the following terms
and conditions:

     

    (a)           Exercise
Price.  The exercise price per Share subject to an Option shall
be determined by the Committee and set forth in the Award Agreement which may be
a fixed or variable price related to the Fair Market Value of the Shares; provided, however, that no Option may
be granted to an individual subject to taxation in the United States at less
than the Fair Market Value on the date of grant.  The exercise price
per Share subject to an Option may be adjusted in the absolute discretion of the
Committee, the determination of which shall be final, binding and
conclusive.  For the avoidance of doubt, to the extent not prohibited
by Applicable Law or any exchange rule, a repricing of Options mentioned in the
preceding sentence shall be effective without the approval of the Company’s
shareholders or the approval of the Participants.  Notwithstanding the
foregoing, the exercise price per Share subject to an Option shall not be
increased without the approval of the Participants.

     

    (b)           Time and Conditions of
Exercise.  The Committee shall determine the time or times at
which an Option may be exercised in whole or in part, including exercise prior
to vesting; provided
that the term of any Option granted under the Plan shall not exceed ten years,
except as provided in Section 11.1.  The Committee shall also
determine any conditions, if any, that must be satisfied before all or part of
an Option may be exercised.

     

    (c)           Payment.  The
Committee shall determine the methods by which the exercise price of an Option
may be paid, the form of payment, including, without limitation
(i)  cash or check denominated in U.S. Dollars, (ii) to the extent
permissible under the Applicable Laws, cash or check in Chinese Renminbi, (iii)
cash or check denominated in any other local currency as approved by the
Committee, (iv) Shares held for such period of time as may be required by the
Committee in order to avoid adverse financial accounting consequences and having
a Fair Market Value on the date of delivery equal to the aggregate exercise
price of the Option or exercised portion thereof, (v) after the Trading Date the
delivery of a notice that the Participant has placed a market sell order with a
broker with respect to Shares then issuable upon exercise of the Option, and
that the broker has been directed to pay a sufficient portion of the net
proceeds of the sale to the Company in satisfaction of the Option exercise
price; provided that
payment of such proceeds is then made to the Company upon settlement of such
sale, (vi) other property acceptable to the Committee with a Fair Market Value
equal to the exercise price, or (vii) any combination of the
foregoing.  Notwithstanding any other provision of the Plan to the
contrary, no Participant who is a member of the Board or an “executive officer”
of the Company within the meaning of Section 13(k) of the Exchange Act shall be
permitted to pay the exercise price of an Option in any method which would
violate Section 13(k) of the Exchange Act.

     

    (d)           Evidence of
Grant.  All Options shall be evidenced by an Award Agreement
between the Company and the Participant.  The Award Agreement shall
include such additional provisions as may be specified by the
Committee.

     

    5.2           Incentive Share
Options.  Incentive Share Options may be granted to Employees
of the Company, a Parent or Subsidiary of the Company.  Incentive
Share Options may not be granted to Employees of a Related Entity or to
Independent Directors or Consultants.  The terms of any Incentive
Share Options granted pursuant to the Plan, in addition to the requirements of
Section 5.1, must comply with the following additional provisions of this
Section 5.2:


    
      
         


      

      
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    (a)           Expiration of
Option.  An Incentive Share Option may not be exercised to any
extent by anyone after the first to occur of the following events:

     

    (i)           Ten
years from the date it is granted, unless an earlier time is set in the Award
Agreement;

     

    (ii)          Three
months after the Participant’s termination of employment as an Employee (save in
the case of termination on account of Disability or death); and

     

    (iii)         One
year after the date of the Participant’s termination of employment or service on
account of Disability or death.  Upon the Participant’s Disability or
death, any Incentive Share Options exercisable at the Participant’s Disability
or death may be exercised by the Participant’s legal representative or
representatives, by the person or persons entitled to do so pursuant to the
Participant’s last will and testament, or, if the Participant fails to make
testamentary disposition of such Incentive Share Option or dies intestate, by
the person or persons entitled to receive the Incentive Share Option pursuant to
the applicable laws of descent and distribution.

     

    (b)           Individual Dollar
Limitation.  The aggregate Fair Market Value (determined as of
the time the Option is granted) of all Shares with respect to which Incentive
Share Options are first exercisable by a Participant in any calendar year may
not exceed U.S.$100,000 or such other limitation as imposed by Section 422(d) of
the Code, or any successor provision.  To the extent that Incentive
Share Options are first exercisable by a Participant in excess of such
limitation, the excess shall be considered Non-Qualified Share
Options.

     

    (c)           Ten Percent
Owners.  An Incentive Share Option shall be granted to any
individual who, at the date of grant, owns Shares possessing more than ten
percent of the total combined voting power of all classes of shares of the
Company only if such Option is granted at a price that is not less than 110% of
Fair Market Value on the date of grant and the Option is exercisable for no more
than five years from the date of grant.

     

    (d)           Transfer
Restriction.  The Participant shall give the Company prompt
notice of any disposition of Shares acquired by exercise of an Incentive Share
Option within (i) two years from the date of grant of such Incentive Share
Option or (ii) one year after the transfer of such Shares to the
Participant.

     

    (e)           Expiration of Incentive
Share Options.  No Award of an Incentive Share Option may be
made pursuant to this Plan after the tenth anniversary of the Effective
Date.

     

    (f)           Right to
Exercise.  During a Participant’s lifetime, an Incentive Share
Option may be exercised only by the Participant.


    
      
         


      

      
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    ARTICLE
6

     

    RESTRICTED
SHARES AND RESTRICTED SHARE UNITS

     

    6.1           Grant of Restricted
Shares.  The Committee is authorized to make Awards of
Restricted Shares and/or Restricted Share Units to any Participant selected by
the Committee in such amounts and subject to such terms and conditions as
determined by the Committee.  All Awards of Restricted Shares shall be
evidenced by an Award Agreement.

     

    6.2           Issuance and
Restrictions.  Restricted Shares shall be subject to such
restrictions on transferability and other restrictions as the Committee may
impose (including, without limitation, limitations on the right to vote
Restricted Shares or the right to receive dividends on the Restricted
Share).  These restrictions may lapse separately or in combination at
such times, pursuant to such circumstances, in such installments, or otherwise,
as the Committee determines at the time of the grant of the Award or
thereafter.

     

    6.3           Forfeiture/Repurchase.  Except
as otherwise determined by the Committee at the time of the grant of the Award
or thereafter, upon termination of employment or service during the applicable
restriction period, Restricted Shares that are at that time subject to
restrictions shall be forfeited or repurchased in accordance with the Award
Agreement; provided,
however, that the Committee may (a) provide in any Restricted Share Award
Agreement that restrictions or forfeiture and repurchase conditions relating to
Restricted Shares will be waived in whole or in part in the event of
terminations resulting from specified causes, and (b) in other cases waive in
whole or in part restrictions or forfeiture and repurchase conditions relating
to Restricted Shares.

     

    6.4           Certificates for Restricted
Shares.  Restricted Shares granted pursuant to the Plan may be
evidenced in such manner as the Committee shall determine.  If
certificates representing Restricted Shares are registered in the name of the
Participant, certificates must bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to such Restricted Shares, and
the Company may, at its discretion, retain physical possession of the
certificate until such time as all applicable restrictions lapse.

     

    6.5           Restricted Share Units.
At the time of grant, the Committee shall specify the date or dates on
which the Restricted Share Units shall become fully vested and nonforfeitable,
and may specify such conditions to vesting as it deems
appropriate.  At the time of grant, the Committee shall specify the
maturity date applicable to each grant of Restricted Share Units which shall be
no earlier than the vesting date or dates of the Award and may be determined at
the election of the grantee.  On the maturity date, the Company shall,
subject to Sections 7.4 and 7.5, transfer to the Participant one unrestricted,
fully transferable Share for each Restricted Share Unit scheduled to be paid out
on such date and not previously forfeited.

     

    ARTICLE
7

     

    PROVISIONS
APPLICABLE TO AWARDS

     

    7.1           Award
Agreement.  Awards under the Plan shall be evidenced by Award
Agreements that set forth the terms, conditions and limitations for each Award
which may include the term of an Award, the provisions applicable in the event
the Participant’s employment or service terminates, and the Company’s authority
to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an
Award.


    
      
         


      

      
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    7.2           Limits on
Transfer.  No right or interest of a Participant in any Award
may be pledged, encumbered, or hypothecated to or in favor of any party other
than the Company or a Subsidiary, or shall be subject to any lien, obligation,
or liability of such Participant to any other party other than the Company or a
Subsidiary.  Except as otherwise provided by the Committee, no Award
shall be assigned, transferred, or otherwise disposed of by a Participant other
than by will or the laws of descent and distribution.  The Committee
by express provision in the Award or an amendment thereto may permit an Award
(other than an Incentive Share Option) to be transferred to, exercised by and
paid to certain persons or entities related to the Participant, including but
not limited to members of the Participant’s family, charitable institutions, or
trusts or other entities whose beneficiaries or beneficial owners are members of
the Participant’s family and/or charitable institutions, or to such other
persons or entities as may be expressly approved by the Committee, pursuant to
such conditions and procedures as the Committee may establish.  Any
permitted transfer shall be subject to the condition that the Committee receive
evidence satisfactory to it that the transfer is being made for estate and/or
tax planning purposes (or to a “blind trust” in connection with the
Participant’s termination of employment or service with the Company or a
Subsidiary to assume a position with a governmental, charitable, educational or
similar non-profit institution) and on a basis consistent with the Company’s
lawful issue of securities.

     

    7.3           Beneficiaries.  Notwithstanding
Section 7.2, a Participant may, in the manner determined by the Committee,
designate a beneficiary to exercise the rights of the Participant and to receive
any distribution with respect to any Award upon the Participant’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 of the Plan and any Award Agreement applicable to the Participant,
except to the extent the Plan and Award Agreement otherwise provide, and to any
additional restrictions deemed necessary or appropriate by the
Committee.  If the Participant is married and resides in a community
property state, a designation of a person other than the Participant’s spouse as
his or her beneficiary with respect to more than 50% of the Participant’s
interest in the Award shall not be effective without the prior written consent
of the Participant’s spouse.  If no beneficiary has been designated or
survives the Participant, payment shall be made to the person entitled thereto
pursuant to the Participant’s will or the laws of descent and
distribution.  Subject to the foregoing, a beneficiary designation may
be changed or revoked by a Participant at any time provided the change or
revocation is filed with the Committee.

     

    7.4           Share
Certificates.  Notwithstanding anything herein to the contrary,
the Company shall not be required to issue or deliver any certificates
evidencing Shares pursuant to the exercise of any Award, unless and until the
Board has determined, with advice of counsel, that the issuance and delivery of
such certificates is in compliance with all Applicable Laws, regulations of
governmental authorities and, if applicable, the requirements of any exchange on
which the Shares are listed or traded.  All Share certificates
delivered pursuant to the Plan are subject to any stop-transfer orders and other
restrictions as the Committee deems necessary or advisable to comply with all
Applicable Laws, and the rules of any national securities exchange or automated
quotation system on which the Shares are listed, quoted, or
traded.  The Committee may place legends on any Share certificate to
reference restrictions applicable to the Share.  In addition to the
terms and conditions provided herein, the Board may require that a Participant
make such reasonable covenants, agreements, and representations as the Board, in
its discretion, deems advisable in order to comply with any such laws,
regulations, or requirements. The Committee shall have the right to require any
Participant to comply with any timing or other restrictions with respect to the
settlement or exercise of any Award, including a window-period limitation, as
may be imposed in the discretion of the Committee.


    
      
         


      

      
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    7.5           Paperless
Administration.  Subject to Applicable Laws, the Committee may
make Awards, provide applicable disclosure and procedures for exercise of Awards
by an internet website or interactive voice response system for the paperless
administration of Awards.

     

    7.6           Foreign
Currency.  A Participant may be required to provide evidence
that any currency used to pay the exercise price of any Award were acquired and
taken out of the jurisdiction in which the Participant resides in accordance
with Applicable Laws, including foreign exchange control laws and
regulations.  In the event the exercise price for an Award is paid in
Chinese Renminbi or other foreign currency, as permitted by the Committee, the
amount payable will be determined by conversion from U.S. dollars at the
official rate promulgated by the People’s Bank of China for Chinese Renminbi, or
for jurisdictions other than the People’s Republic of China, the exchange rate
as selected by the Committee on the date of exercise.

     

    ARTICLE
8

     

    CHANGES
IN CAPITAL STRUCTURE

     

    8.1           Adjustments.  In
the event of any distribution, share split, combination or exchange 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 Company assets to its shareholders, or any other
change affecting the Shares or the share price of a Share, the Committee shall
make such proportionate and equitable adjustments, if any, to reflect such
change with respect to (a) the aggregate number and type of shares that may be
issued under the Plan (including, but not limited to, adjustments of the
limitations in Section 3.1 and substitutions of shares in a parent or surviving
company); (b) the terms and conditions of any outstanding Awards (including,
without limitation, any applicable performance targets or criteria with respect
thereto); and (c) the grant or exercise price per share for any outstanding
Awards under the Plan.  The form and manner of any such adjustments
shall be determined by the Committee in its sole discretion.


    
      
         


      

      
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    8.2           Acceleration upon a Change
of Control.  Except as may otherwise be provided in any Award
Agreement or any other written agreement entered into by and between the Company
and a Participant, if a Change of Control occurs and a Participant’s Awards are
not converted, assumed, or replaced by a successor, such Awards shall become
fully exercisable and all forfeiture restrictions on such Awards shall
lapse.  Upon, or in anticipation of, a Change of Control, the
Committee may in its sole discretion provide for (i) any and all Awards
outstanding hereunder to terminate at a specific time in the future and shall
give each Participant the right to exercise such Awards during a period of time
as the Committee shall determine, (ii) either the purchase of any Award for an
amount of cash equal to the amount that could have been attained upon the
exercise of such Award or realization of the Participant’s rights had such Award
been currently exercisable or payable or fully vested (and, for the avoidance of
doubt, if as of such date the Committee determines in good faith that no amount
would have been attained upon the exercise of such Award or realization of the
Participant’ s rights, then such Award may be terminated by the Company without
payment), (iii) the replacement of such Award with other rights or property
selected by the Committee in its sole discretion or the assumption of or
substitution of such Award by the successor or surviving corporation, or a
parent or subsidiary thereof, with appropriate adjustments as to the number and
kind of Shares and prices, or (iv) provide for payment of Awards in cash based
on the value of Shares on the date of the Change of Control plus reasonable
interest on the Award through the date such Award would otherwise be vested or
have been paid in accordance with its original terms, if necessary to comply
with Section 409A of the Code.

     

    8.3           Outstanding Awards –
Corporate Transactions.  In the event of a Corporate
Transaction, each Award will terminate upon the consummation of the Corporate
Transaction, unless the Award is assumed by the successor entity or Parent
thereof in connection with the Corporate Transaction.  Except as
provided otherwise in an individual Award Agreement, in the event of a Corporate
Transaction and:

     

    (a)           the
Award either is (x)  assumed by the successor entity or Parent thereof or
replaced with a comparable Award (as determined by the Committee) with respect
to shares of the capital stock (or equivalent) of the successor entity or Parent
thereof or (y)  replaced with a cash incentive program of the successor
entity which preserves the compensation element of such Award existing at the
time of the Corporate Transaction and provides for subsequent payout in
accordance with the same vesting schedule applicable to such Award, then such
Award (if assumed), the replacement Award (if replaced), or the cash incentive
program automatically shall become fully vested, exercisable and payable and be
released from any restrictions on transfer (other than transfer restrictions
applicable to Options) and repurchase or forfeiture rights, immediately upon
termination of the Participant’s employment or service with all Service
Recipient within twelve (12) months of the Corporate Transaction without cause;
and

     

    (b)           For
each Award that is neither assumed nor replaced, such portion of the Award shall
automatically become fully vested and exercisable and be released from any
repurchase or forfeiture rights (other than repurchase rights exercisable at
Fair Market Value) for all of the Shares at the time represented by such portion
of the Award, immediately prior to the specified effective date of such
Corporate Transaction, provided that the Participant remains an Employee,
Consultant or Director on the effective date of the Corporate
Transaction.

     

    8.4           Outstanding Awards – Other
Changes.  In the event of any other change in the
capitalization of the Company or corporate change other than those specifically
referred to in this Article 8, the Committee may, in its absolute discretion,
make such adjustments in the number and class of shares subject to Awards
outstanding on the date on which such change occurs and in the per share grant
or exercise price of each Award as the Committee may consider appropriate to
prevent dilution or enlargement of rights.


    
      
         


      

      
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    8.5           No Other
Rights.  Except as expressly provided in the Plan, no
Participant shall have any rights by reason of any subdivision or consolidation
of shares of any class, the payment of any dividend, 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
expressly provided in the Plan or pursuant to action of the Committee under the
Plan, no issuance by the Company 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 to an Award
or the grant or exercise price of any Award.

     

    ARTICLE
9

     

    ADMINISTRATION

     

    9.1           Committee.  The
Plan shall be administered by the Compensation Committee of the Board; provided, however that the
Compensation Committee may delegate to a committee of one or more members of the
Board the authority to grant or amend Awards to Participants other than
Independent Directors and executive officers of the Company.  The
Committee shall consist of at least two individuals, each of whom qualifies as a
Non-Employee Director.  Reference to the Committee shall refer to the
Board if the Compensation Committee has not been established or ceases to exist
and the Board does not appoint a successor Committee.  Notwithstanding
the foregoing, the full Board, acting by majority of its members in office shall
conduct the general administration of the Plan if required by Applicable Law,
and with respect to Awards granted to Independent Directors and for purposes of
such Awards the term “Committee” as used in the Plan shall be deemed to refer to
the Board.

     

    9.2           Action by the
Committee.  A majority of the Committee shall constitute a
quorum.  The acts of a majority of the members present at any meeting
at which a quorum is present, and acts approved in writing by a majority of the
Committee in lieu of a meeting, shall be deemed the acts of the
Committee.  Each member of the Committee is entitled to, in good
faith, rely or act upon any report or other information furnished to that member
by any officer or other employee of the Company or any Subsidiary, the Company’s
independent certified public accountants, or any executive compensation
consultant or other professional retained by the Company to assist in the
administration of the Plan.

     

    9.3           Authority of
Committee.  Subject to any specific designation in the Plan,
the Committee has the exclusive power, authority and discretion to:

     

    (a)           Designate
Participants to receive Awards;

     

    (b)           Determine
the type or types of Awards to be granted to each Participant;

     

    (c)           Determine
the number of Awards to be granted and the number of Shares to which an Award
will 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
restrictions or limitations on the Award, any schedule for lapse of forfeiture
restrictions or restrictions on the exercisability of an Award, and
accelerations or waivers thereof, any provisions related to non-competition and
recapture of gain on an Award, based in each case on such considerations as the
Committee in its sole discretion determines;


    
      
         


      

      
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    (e)           Determine
whether, to what extent, and pursuant to what circumstances an Award may be
settled in, or the exercise price of an Award may be paid in, cash, Shares,
other Awards, or other property, or an Award may be canceled, forfeited, or
surrendered;

     

    (f)           Prescribe
the form of each Award Agreement, which need not be identical for each
Participant;

     

    (g)           Decide
all other matters that must be determined in connection with an
Award;

     

    (h)           Establish,
adopt, or revise any rules and regulations as it may deem necessary or advisable
to administer the Plan;

     

    (i)           Interpret
the terms of, and any matter arising pursuant to, the Plan or any Award
Agreement;

     

    (j)           Reduce
the exercise price per Share subject to an Option; and

     

    (k)           Make
all other decisions and determinations that may be required pursuant to the Plan
or as the Committee deems necessary or advisable to administer the
Plan.

     

    9.4           Decisions
Binding.  The Committee’s interpretation of the Plan, any
Awards granted pursuant to the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties.

     

    ARTICLE
10

     

    EFFECTIVE
AND EXPIRATION DATE

     

    10.1         Effective
Date.  The Plan is effective as of the date the Plan is
approved by the Company’s Board (the “Effective
Date”).

     

    10.2         Expiration
Date.  The Plan will expire on, and no Award may be granted
pursuant to the Plan after, the tenth anniversary of the Effective
Date.  Any Awards that are outstanding on the tenth anniversary of the
Effective Date shall remain in force according to the terms of the Plan and the
applicable Award Agreement.

     

    ARTICLE
11

     

    AMENDMENT,
MODIFICATION, AND TERMINATION

     

    11.1         Amendment, Modification, And
Termination.  With the approval of the Board, at any time and
from time to time, the Committee may terminate, amend or modify the Plan; provided, however, that (a)
to the extent necessary and desirable to comply with Applicable Laws, or stock
exchange rules, the Company shall obtain shareholder approval of any Plan
amendment in such a manner and to such a degree as required, and (b) shareholder
approval is required for any amendment to the Plan that (i) increases the number
of Shares available under the Plan (other than any adjustment as provided by
Article 8), (ii) permits the Committee to grant Options with an exercise price
that is below Fair Market Value on the date of grant, (iii) permits the
Committee to extend the term of the Plan or the exercise period for an Option
beyond ten years from the date of grant, or (iv) results in a material increase
in benefits or a change in eligibility requirements.


    
      
         


      

      
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    11.2         Awards Previously
Granted.  Except with respect to amendments made pursuant to
Section 11.1, no termination, amendment, or modification of the Plan shall
adversely affect in any material way any Award previously granted pursuant to
the Plan without the prior written consent of the Participant.

     

    ARTICLE
12

     

    GENERAL
PROVISIONS

     

    12.1         No Rights to
Awards.  No Participant, employee, or other person shall have
any claim to be granted any Award pursuant to the Plan, and neither the Company
nor the Committee is obligated to treat Participants, employees, and other
persons uniformly.

     

    12.2         No Shareholders
Rights.  No Award gives the Participant any of the rights of a
Shareholder of the Company unless and until Shares are in fact issued to such
person in connection with such Award.

     

    12.3         Taxes.  No
Shares shall be delivered under the Plan to any Participant until such
Participant has made arrangements acceptable to the Committee for the
satisfaction of any income and employment tax withholding obligations under
Applicable Laws.  The Company or any Subsidiary shall have the
authority and the right to deduct or withhold, or require a Participant to remit
to the Company, an amount sufficient to satisfy all applicable taxes (including
the Participant’s payroll tax obligations) required or permitted by law to be
withheld with respect to any taxable event concerning a Participant arising as a
result of this Plan.  The Committee may in its discretion and in
satisfaction of the foregoing requirement allow a Participant to elect to have
the Company withhold Shares otherwise issuable under an Award (or allow the
return of Shares) having a Fair Market Value equal to the sums required to be
withheld.  Notwithstanding any other provision of the Plan, the number
of Shares which may be withheld with respect to the issuance, vesting, exercise
or payment of any Award (or which may be repurchased from the Participant of
such Award after such Shares were acquired by the Participant from the Company)
in order to satisfy the Participant’s federal, state, local and foreign income
and payroll tax liabilities with respect to the issuance, vesting, exercise or
payment of the Award shall, unless specifically approved by the Committee, be
limited to the number of Shares which have a Fair Market Value on the date of
withholding or repurchase equal to the aggregate amount of such liabilities
based on the minimum statutory withholding rates for federal, state, local and
foreign income tax and payroll tax purposes that are applicable to such
supplemental taxable income.


    
      
         


      

      
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    12.4         No Right to Employment or
Services.  Nothing in the Plan or any Award Agreement shall
interfere with or limit in any way the right of the Service Recipient to
terminate any Participant’s employment or services at any time, nor confer upon
any Participant any right to continue in the employ or service of any Service
Recipient.

     

    12.5         Unfunded Status of
Awards.  The Plan is intended to be an “unfunded” plan for
incentive compensation.  With respect to any payments not yet made to
a Participant pursuant to an Award, nothing contained in the Plan or any Award
Agreement shall give the Participant any rights that are greater than those of a
general creditor of the Company or any Subsidiary.

     

    12.6         Indemnification.  To
the extent allowable pursuant to applicable law, each member of the 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 in connection with or resulting from any claim, action,
suit, or proceeding to which he or she may be a party or in which he or she may
be involved by reason of any action or failure to act pursuant to the Plan and
against and from any and all amounts paid by him or her in satisfaction of
judgment in such action, suit, or proceeding against him or her; provided he or she gives the
Company an opportunity, at its own expense, to handle and defend the same before
he or she undertakes to handle and defend it on his or her own
behalf.  The foregoing right of indemnification shall not be exclusive
of any other rights of indemnification to which such persons may be entitled
pursuant to the Company’s Memorandum of Association and Articles of Association,
as a matter of law, or otherwise, or any power that the Company may have to
indemnify them or hold them harmless.

     

    12.7         Relationship to other
Benefits.  No payment pursuant to the Plan shall be taken into
account in determining any benefits pursuant to any pension, retirement,
savings, profit sharing, group insurance, welfare or other benefit plan of the
Company or any Subsidiary except to the extent otherwise expressly provided in
writing in such other plan or an agreement thereunder.

     

    12.8         Expenses.  The
expenses of administering the Plan shall be borne by the Company and its
Subsidiaries.

     

    12.9         Titles and
Headings.  The titles and headings of the Sections in the Plan
are for convenience of reference only and, in the event of any conflict, the
text of the Plan, rather than such titles or headings, shall
control.

     

    12.10       Fractional
Shares.  No fractional Share shall be issued and the Committee
shall determine, in its discretion, whether cash shall be given in lieu of
fractional shares or whether such fractional shares shall be eliminated by
rounding up or down as appropriate.

     

    12.11       Government and Other
Regulations.  The obligation of the Company to make payment of
awards in Shares or otherwise shall be subject to all Applicable Laws and to
such approvals by government agencies as may be required.  The Company
shall be under no obligation to register any of the Shares paid pursuant to the
Plan under the Securities Act or any other similar law in any applicable
jurisdiction.  If the Shares paid pursuant to the Plan may in certain
circumstances be exempt from registration pursuant to the Securities Act or
other Applicable Laws, the Company may restrict the transfer of such Shares in
such manner as it deems advisable to ensure the availability of any such
exemption.


    
      
         


      

      
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    12.12       Governing
Law.  The Plan and all Award Agreements shall be construed in
accordance with and governed by the laws of the British Virgin
Islands.

     

    12.13       Section
409A.  To the extent that the Committee determines that any
Award granted under the Plan is or may become subject to Section 409A of the
Code, the Award Agreement evidencing such Award shall incorporate the terms and
conditions required by Section 409A of the Code.  To the extent
applicable, the Plan and the Award Agreements shall be interpreted in accordance
with Section 409A of the Code and the U.S. Department of Treasury regulations
and other interpretative guidance issued thereunder, including without
limitation any such regulation or other guidance that may be issued after the
Effective Date.  Notwithstanding any provision of the Plan to the
contrary, in the event that following the Effective Date the Committee
determines that any Award may be subject to Section 409A of the Code and related
U.S. Department of Treasury guidance (including such U.S. Department of Treasury
guidance as may be issued after the Effective Date), the Committee may adopt
such amendments to the Plan and the applicable Award agreement or adopt other
policies and procedures (including amendments, policies and procedures with
retroactive effect), or take any other actions, that the Committee determines is
necessary or appropriate to (a) exempt the Award from Section 409A of the Code
and /or preserve the intended tax treatment of the benefits provided with
respect to the Award, or (b) comply with the requirements of Section 409A of the
Code and related U.S. Department of Treasury guidance.

     

    12.14       Appendices.  The
Committee may approve such supplements, amendments or appendices to the Plan as
it may consider necessary or appropriate for purposes of compliance with
applicable laws or otherwise and such supplements, amendments or appendices
shall be considered a part of the Plan; provided, however, that no such
supplements shall increase the share limitations contained in Section 3.1 of the
Plan.

     

    *  *  *  *  *

     

    I hereby
certify that the foregoing Plan was duly (i) adopted and approved by the Board
on September 12, 2007 and (ii) amended and restated by the Board on January
21,
2009.

     

    *  *  *  *  *

     

    Executed
on this twenty-first day of
January, 2009.

    


    
      
        	
                /s/Xianshou Li

              
	
                Chief
      Executive Officer

              


      

    


    
      
         


      

      
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