Employee equity incentive agreement

Party A:

Party B:

ID Number:

Both Party A and Party B are based on the principles of voluntariness, fairness, equality, mutual benefit, honesty and credibility, in accordance with the "Agreement Law of the People's Republic of China", the "Company Law of the People's Republic of China", the "Articles of Association", and the "Incentive Provisions for Stock Option" ", both parties have reached the following agreement on the purchase, holding and exercise of equity options:

The first basic situation of Party A and the company

Party A is the original shareholder of ***. When the company is established, the registered capital is RMB. Party A's capital contribution is RMB. When this agreement is signed, Party A accounts for % of the company's registered capital and is the actual controller of the company. Party A is entitled to motivate talents and retain talents for consideration of the company's long-term development. Party A authorizes Party B to subscribe for the % of the company's shares held by Party A at a preferential price if Party B meets the conditions stipulated in this agreement.

The second equity subscription period

Party B's subscription period for Party A's above shareholdings is two years. Party B has established a labor agreement with the company for three consecutive years and meets the assessment criteria stipulated in this agreement, that is, it begins to enter the subscription preparation period.

Article 3 The rights of both parties

During the equity preparation period, the company's % equity interest in this agreement is still owned by Party A. Party B does not have shareholder qualifications and does not have corresponding shareholder rights. However, Party A agrees to transfer the shareholder's dividend right to Party B after Party B enters the equity preparation period. The dividend ratio obtained by Party B is the company's % shareholder's dividend right in the first year of the preliminary maturity period, and the company's % shareholding dividend right in the second year of the preparation period. The specific dividend time shall be implemented in accordance with the "*** Charter" and the resolution of the company's shareholders' meeting and the resolution of the board of directors. .

Article 4 Equity Subscription Exercise Period

The equity subscription right held by Party B shall enter the exercise period after the expiration of the two-year preparatory period. The exercise period is two years. In the exercise period, if Party B fails to subscribe for the company's shareholdings held by Party A, Party B still enjoys the right to share the dividends in the preliminary period, but does not have the qualifications of shareholders and does not enjoy other rights of shareholders. If Party B still fails to subscribe for the equity within the exercise period stipulated in this Agreement, Party B shall lose the subscription right and shall not enjoy the dividend treatment in the preliminary period.

The exercise period of the holder of the equity option is two years, and the beneficiary exercises the exercise of one-half of the number of shares granted by the individual each year.

Article 5 Party B's exercise option

The equity subscription right held by Party B may, during the exercise period, choose to exercise the right or choose to abandon the exercise. Party A shall not intervene.

Article 6 Assessment criteria for the preparatory period and the exercise period

1. If Party B is appointed as a director, supervisor and senior management by the company, it shall ensure that the company's operation and management is in good condition, the annual net asset return rate is not less than % or the net profit is not less than RMB 10,000 or the business indicator is.

2. Party A's assessment of Party B shall be conducted once a year. If Party B meets the assessment criteria every year during the preparation period and the exercise period, it shall have the right to exercise. The specific assessment methods and procedures may be executed by Party A's authorized company board of directors.

Article 7: Party B loses the right to exercise

Before the expiration of the exercise period stipulated in this Agreement or Party B has not actually exercised the equity subscription right, Party B may lose one of the following circumstances:

1. Resignation of the labor agreement with the company for reasons such as resignation, dismissal, dismissal, retirement, resignation, etc.;

2. Losing ability to work or civil capacity or dying;

3. Criminal offences are investigated for criminal responsibility;

4. When performing duties, there is a violation of the Company Law or the *** Statute, which harms the company's interests;

5. Mistakes in the performance of duties, resulting in significant losses to the company’s interests;

6. Failure to meet the prescribed business indicators, profit performance, or directly responsible for the company's losses and business performance declines;

7. Failure to comply with the assessment criteria stipulated in Article 6 of this Agreement or other major violations of the company's rules and regulations.

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Article 8 Exercise Price

If Party B agrees to subscribe for the shares during the exercise period, the subscription price shall be, that is, every 1% of the shares shall be paid by Party B to Party A. The proportion of Party B's annual subscription of shares is 50%.

Article 9 Equity Transfer Agreement

If Party B agrees to subscribe for the shares during the exercise period, Party A and Party B shall sign a formal equity transfer agreement. After Party B has paid Party A to pay the share subscription fee according to this Agreement, Party B becomes the official shareholder of the company and enjoys the corresponding shareholder rights according to law. Both Party A and Party B shall go through the formalities for change registration with the industrial and commercial department, and the company shall issue a shareholder rights certificate to Party B.

Article 10 Restrictions on the Transfer of Equity by Party B

After Party B has transferred the equity of Party A to become a shareholder of the company, its equity transfer shall comply with the following agreement:

1. When Party B transfers its shareholding, Party A has the right of first refusal, that is, Party A has the right to take precedence over other shareholders of the company and any outside personnel. The transfer price is:

(1) After Party B transfers the equity of Party A within three years, the equity transfer price shall be implemented in accordance with Article 8;

(2) After Party B transfers the equity of Party A, if the equity is transferred for more than three years, the price of each 1% equity transfer shall be subject to the net asset status per share in the company's previous month's financial statements.

2. If Party A waives the right of first refusal, the other shareholders of the company have the right to purchase at the aforementioned price. If other shareholders are not willing to purchase, Party B has the right to transfer it to someone other than the shareholder. The transfer price shall be negotiated by Party B and the transferee. Both parties and companies must not interfere.

3. If Party A and other shareholders fail to reply within 30 days from the date of receipt of written notice of Party B's equity transfer, it shall be deemed to have waived the right of first refusal.

4. Party B shall not use the company's equity in any way to set up mortgage, pledge, guarantee, exchange, and debt repayment. If the equity of Party B is enforced by the people's court according to law, it shall be implemented in accordance with the provisions of Article 73 of the Company Law. Article 11 Statement on the employment relationship

The signing of this Agreement between Party A and Party B does not constitute any commitment of Party A or the company to Party B's employment period and employment relationship. The employment relationship of Party B to Party B is still implemented in accordance with the relevant provisions of the Labor Agreement.

Article 12 Statement on Disclaimer

In either of the following circumstances, neither Party A nor Party B shall be liable for breach of contract:

1. The signing of this equity option agreement between Party A and Party B is based on the current national policies and laws and regulations at the time of signing the agreement. If Party A fails to perform this Agreement due to changes in laws, policies, etc. during the performance of this Agreement, Party A shall not be held liable;

2. This Agreement may not be performed until the date of the exercise period stipulated in this Agreement or Party B has not actually exercised the share subscription right. If the company loses its civil qualifications due to bankruptcy, dissolution, cancellation, business license or other reasons, it may not continue to operate;

3. This Agreement may no longer be fulfilled if Party A loses the actual controller status of the company due to mergers, acquisitions, restructuring, restructuring, separation, merger, and increase or decrease in registered capital.

Article 13 Settlement of Disputes If any dispute arises during the performance of this Agreement, both Party A and Party B shall settle the dispute through friendly negotiation. If the negotiation fails, either party may file a lawsuit in the people's court of the place where the *** resides.

Article 14 Supplementary Provisions

1. This Agreement shall enter into force on the date of signature by both parties.

2. The matters not covered by this Agreement shall be signed by the parties separately and the Supplementary Agreement shall have the same effect as this Agreement.

3. The content of this Agreement conflicts with the “*** Stock Option Incentive Regulations”, which is subject to the “*** Stock Option Incentive Regulations”.

4. This Agreement is made in triplicate. Each Party A and Party B shall hold one copy, and Beijing XX Co., Ltd. shall keep one copy, and three copies shall have the same effect.

Party A: Party B: (Signature

Year, month, day, month, day