EXHIBIT 4.4


 


 


 


BITAUTO
HOLDINGS limited


 


2016 SHARE INCENTIVE PLAN


 


ARTICLE 1


 


PURPOSE


 


The purpose of this
2016 Share Incentive Plan of Bitauto Holdings Limited (the “Plan”) is to promote the success and enhance the value
of Bitauto Holdings Limited, a company formed under the laws of the Cayman Islands (the “Company”), by linking
the personal interests of the members of the Directors, 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 the Directors, 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 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 the rules of any applicable stock exchange or national
market system, of any jurisdiction applicable to Awards granted to residents therein.


 


2.2       “Award”
means an Option, Restricted Share, Restricted Share Unit or other types of award approved by the Committee granted to a Participant
pursuant to the Plan.


 


2.3       “Award
Agreement” means any written agreement, contract, or other instrument or document evidencing the grant of an Award entered
into by and between the Company and a Participant and any amendment thereto, including through electronic medium.


 


2.4“Board”
means the Board of Directors of the Company.


 


2.5       “Cause”
with respect to a Participant means (unless otherwise expressly provided in the applicable Award Agreement, or another applicable
contract with the Participant that defines such term for purposes of determining the effect that a “for cause” termination
has on the Participant’s Awards) a termination of employment or service based upon a finding by the Service Recipient, acting
in good faith and based on its reasonable belief at the time, that the Participant:


 






     


     


    

 


(a)       has
been negligent in the discharge of his or her duties to the Service Recipient, has refused to perform stated or assigned duties
or is incompetent in or (other than by reason of a disability or analogous condition) incapable of performing those duties;


 


(b)       has
been dishonest or committed or engaged in an act of theft, embezzlement or fraud, a breach of confidentiality, an unauthorized
disclosure or use of inside information, customer lists, trade secrets or other confidential information;


 


(c)       has
breached a fiduciary duty, or willfully and materially violated any other duty, law, rule, regulation or policy of the Service
Recipient; or has been convicted of, or plead guilty or nolo contendere to, a felony or misdemeanor (other than minor traffic violations
or similar offenses);


 


(d)       has
materially breached any of the provisions of any agreement with the Service Recipient;


 


(e)       has
engaged in unfair competition with, or otherwise acted intentionally in a manner injurious to the reputation, business or assets
of, the Service Recipient; or


 


(f)       has
improperly induced a vendor or customer to break or terminate any contract with the Service Recipient or induced a principal for
whom the Service Recipient acts as agent to terminate such agency relationship.


A termination for Cause
shall be deemed to occur (subject to reinstatement upon a contrary final determination by the Committee) on the date on which the
Service Recipient first delivers written notice to the Participant of a finding of termination for Cause.


 


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


 


2.7       “Committee”
means the Board or a committee of the Board described in Article 10.


 


2.8       “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.


 


2.9“Corporate
Transaction”, unless otherwise defined in an Award Agreement, 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:


 






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(a)       an
amalgamation, arrangement or consolidation or scheme of arrangement (i) 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 or (ii) following
which the holders of the voting securities of the Company do not continue to hold more than 50% of the combined voting power of
the voting securities of the surviving entity;


 


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


 


(c)       the
complete 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 Company’s equity securities 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 of 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.


 


2.10       
“Disability”, unless otherwise defined in an Award Agreement, 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.


 


2.11       “Directors”
shall mean a member of the Board or a member of the board of directors of any Subsidiary of the Company.


 


2.12       “Effective
Date” shall have the meaning set forth in Section 11.1.


 


2.13       “Employee”
means any person, including an officer or a Director, who is in the employment 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.


 









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


 


2.15       “Expiration
Date” means the tenth anniversary of the Effective Date.


 


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


 


(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 NASDAQ Stock Market, 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 on the website maintained by such exchange
or market system 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 on the website maintained by such exchange or market system 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 and relevant.


 


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


 


2.18       “Independent
Director” means (i) before the Shares or other securities representing the Shares are listed on a stock exchange, a Director
of the Company who is a Non-Employee Director; and (ii) after the Shares or other securities representing the Shares are listed
on a stock exchange, a Director of the Company who meets the independence standards under the applicable corporate governance rules
of the stock exchange.


 






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


 


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


 


2.21       “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.


 


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


 


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


 


2.24       “Plan”
means this 2016 Share Incentive Plan of Bitauto Holdings Limited, as it may be amended and/or restated from time to time.


 


2.25       “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, or controls through contractual
arrangements and consolidates the financial results according to the applicable accounting standards, but which is not a Subsidiary
and which the Board designates as a Related Entity for purposes of the Plan.


 


2.26       “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.


 


2.27       “Restricted
Share Unit” means the right granted to a Participant pursuant to Article 7 to receive a Share at a future date.


 


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


 


2.29       “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, a Consultant or a Director.


 


2.30       “Share”
means the ordinary shares of the Company, par value US$0.00004 per share, and such other securities of the Company that may be
substituted for Shares pursuant to Article 9.


 


2.31       “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.


 






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2.32       “Trading
Date” means the closing of the first sale to the general public of the Shares pursuant to a registration statement filed
with and declared effective by the U.S. Securities and Exchange Commission under the Securities Act.


 


ARTICLE 3


 


SHARES SUBJECT TO THE PLAN


 


3.1       Number
of Shares.


 


(a)       Subject
to the provisions of Article 9 and Section 3.1(b), the maximum aggregate number of Shares which may be issued pursuant to all Awards
after the adoption of this Plan shall be 2,500,000 Shares.


 


(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 Awards are forfeited
by the Participant or repurchased by the Company, the Shares underlying such Awards 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.


 


3.2Shares
Distributed. Any Shares distributed 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, at the discretion of the Committee,
American Depositary 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 Depositary
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
Depositary Shares in lieu of Shares.


 


ARTICLE 4


 


ELIGIBILITY AND PARTICIPATION


 


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


 


4.2Participation.
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.


 






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4.3Jurisdictions.
In order to assure the viability of Awards granted to Participants 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, is employed, operates or its incorporated. 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.


 


ARTICLE 5


 


OPTIONS


 


5.1General.
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. The exercise price per Share subject to
an Option may be amended or 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 Laws or any exchange rule, a downward adjustment
of the exercise prices of Options mentioned in the preceding sentence shall be effective without the approval of the Company’s
shareholders or the approval of the affected 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 12.1. 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.


 






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(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.


 


(e)       Effects
of Termination of Employment or Service on Options. Termination of employment or service shall have the following effects on
Options granted to the Participants unless otherwise provided in the Award Agreement:


 


(i)       Dismissal
for Cause. Unless otherwise provided in the Award Agreement, if a Participant’s employment by or service to the Service
Recipient is terminated by the Service Recipient for Cause, the Participant’s Options will terminate upon such termination,
whether or not the Option is then vested and/or exercisable;


 


(ii)       Death
or Disability. Unless otherwise provided in the Award Agreement, if a Participant’s employment by or service to the Service
Recipient terminates as a result of the Participant’s death or Disability:


 


		(a)	the Participant (or his or her legal representative or beneficiary, in the case of the Participant’s Disability or death,
respectively), will have until the date that is 12 months after the Participant’s termination of Employment to exercise the
Participant’s Options (or portion thereof) to the extent that such Options were vested and exercisable on the date of the
Participant’s termination of Employment on account of death or Disability;



 


		(b)	the Options, to the extent not vested and exercisable on the date of the Participant’s termination of Employment or service,
shall terminate upon the Participant’s termination of Employment or service on account of death or Disability; and



 


		(c)	the Options, to the extent exercisable for the 12-month period following the Participant’s termination of Employment
or service and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period.



 






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(iii)       Other
Terminations of Employment or Service. Unless otherwise provided in the Award Agreement, if a Participant’s employment
by or service to the Service Recipient terminates for any reason other than a termination by the Service Recipient for Cause or
because of the Participant’s death or Disability:


 


		(a)	the Participant will have until the date that is 90 days after the Participant’s termination of Employment or service
to exercise his or her Options (or portion thereof) to the extent that such Options were vested and exercisable on the date of
the Participant’s termination of Employment or service;



 


		(b)	the Options, to the extent not vested and exercisable on the date of the Participant’s termination of Employment or service,
shall terminate upon the Participant’s termination of Employment or service; and



 


		(c)	the Options, to the extent exercisable for the 90-day period following the Participant’s termination of Employment or
service and not exercised during such period, shall terminate at the close of business on the last day of the 90-day period.



 


5.2Incentive
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:


 


(a)       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 $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.


 


(b)       Exercise
Price. The exercise price of an Incentive Share Option shall be equal to the Fair Market Value on the date of grant. However,
the exercise price of any Incentive Share Option 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 may not be less than 110% of Fair Market
Value on the date of grant and such Option may not be exercisable for more than five years from the date of grant.


 


(c)       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.


 


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


 


(e)       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 


 


6.1Grant
of Restricted Shares. The Committee, at any time and from time to time, may grant Restricted Shares to Participants as the
Committee, in its sole discretion, shall determine. The Committee, in its sole discretion, shall determine the number of Restricted
Shares to be granted to each Participant.


 


6.2Restricted
Shares Award Agreement. Each Award of Restricted Shares shall be evidenced by an Award Agreement that shall specify the period
of restriction, the number of Restricted Shares granted, and such other terms and conditions as the Committee, in its sole discretion,
shall determine. Unless the Committee determines otherwise, Restricted Shares shall be held by the Company as escrow agent until
the restrictions on such Restricted Shares have lapsed.


 


6.3Issuance
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 Shares). 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.


 


6.4Forfeiture/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, 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.


 


6.5Certificates
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.


 


6.6Removal
of Restrictions. Except as otherwise provided in this Article 6, Restricted Shares granted under the Plan shall be released
from escrow as soon as practicable after the last day of the period of restriction. The Committee, in its discretion, may accelerate
the time at which any restrictions shall lapse or be removed. After the restrictions have lapsed, the Participant shall be entitled
to have any legend or legends under Section 6.5 removed from his or her Share certificate, and the Shares shall be freely transferable
by the Participant, subject to applicable legal restrictions. The Committee (in its discretion) may establish procedures regarding
the release of Shares from escrow and the removal of legends, as necessary or appropriate to minimize administrative burdens on
the Company.


 






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ARTICLE 7


 


RESTRICTED SHARE UNITS


 


7.1Grant
of Restricted Share Units. The Committee, at any time and from time to time, may grant Restricted Share Units to Participants
as the Committee, in its sole discretion, shall determine. The Committee, in its sole discretion, shall determine the number of
Restricted Share Units to be granted to each Participant.


 


7.2Restricted
Share Units Award Agreement. Each Award of Restricted Share Units shall be evidenced by an Award Agreement that shall specify
any vesting conditions, the number of Restricted Share Units granted, and such other terms and conditions as the Committee, in
its sole discretion, shall determine.


 


7.3Performance
Objectives and Other Terms. The Committee, in its discretion, may set performance objectives or other vesting criteria which,
depending on the extent to which they are met, will determine the number or value of Restricted Share Units that will be paid out
to the Participants.


 


7.4Form
and Timing of Payment of 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. Upon vesting, the Committee, in its sole discretion, may
pay Restricted Share Units in the form of cash, in Shares or in a combination thereof.


 


7.5Forfeiture/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 Share Units that are at that time unvested shall be forfeited or
repurchased in accordance with the Award Agreement; provided, however, the Committee may (a) provide in any Restricted Share
Unit Award Agreement that restrictions or forfeiture and repurchase conditions relating to Restricted Share Units 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 Share Units.


 


ARTICLE 8


 


PROVISIONS APPLICABLE TO AWARDS


 


8.1Award
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.


 


8.2No
Transferability; Limited Exception to Transfer Restrictions.


 






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8.2.1       Limits
on Transfer. Unless otherwise expressly provided in (or pursuant to) this Section 8.2, by Applicable Law and by the Award Agreement,
as the same may be amended:


 


		(a)	all Awards are non-transferable and will not be subject in any manner to sale, transfer, anticipation, alienation, assignment,
pledge, encumbrance or charge;



 


		(b)	Awards will be exercised only by the Participant; and



 


		(c)	amounts payable or shares issuable pursuant to an Award will be delivered only to (or for the account of), and, in the case
of Shares, registered in the name of, the Participant.



 


In addition, the shares shall be
subject to the restrictions set forth in the applicable Award Agreement.


 


8.2.2       Further
Exceptions to Limits on Transfer. The exercise and transfer restrictions in Section 8.2.1 will not apply to:


 


		(a)	transfers to the Company or a Subsidiary;



 


		(b)	transfers by gift to “immediate family” as that term is defined in SEC Rule 16a-1(e) promulgated under the Exchange
Act;



 


		(c)	the designation of a beneficiary to receive benefits if the Participant dies or, if the Participant has died, transfers to
or exercises by the Participant’s beneficiary, or, in the absence of a validly designated beneficiary, transfers by will
or the laws of descent and distribution; or



 


		(d)	if the Participant has suffered a disability, permitted transfers or exercises on behalf of the Participant by the Participant’s
duly authorized legal representative; or



 


		(e)	subject to the prior approval of the Committee or an executive officer or director of the Company authorized by the Committee,
transfer to one or more natural persons who are the Participant’s family members or entities owned and controlled by the
Participant and/or the Participant’s family members, including but not limited to trusts or other entities whose beneficiaries
or beneficial owners are the Participant and/or the Participant’s family members, or to such other persons or entities as
may be expressly approved by the Committee, pursuant to such conditions and procedures as the Committee or may establish. Any permitted
transfer shall be subject to the condition that the Committee receives evidence satisfactory to it that the transfer is being made
for estate and/or tax planning purposes and on a basis consistent with the Company’s lawful issue of securities.



 






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Notwithstanding anything else in
this Section 8.2.2 to the contrary, but subject to compliance with all Applicable Laws, Incentive Share Options, Restricted Shares
and Restricted Share Units will be subject to any and all transfer restrictions under the Code applicable to such Awards or necessary
to maintain the intended tax consequences of such Awards. Notwithstanding clause (b) above but subject to compliance with all Applicable
Laws, any contemplated transfer by gift to “immediate family” as referenced in clause (b) above is subject to the condition
precedent that the transfer be approved by the Administrator in order for it to be effective.


 


8.3Beneficiaries.
Notwithstanding Section 8.2, 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.


 


8.4Share
Certificates. Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates
evidencing the Shares pursuant to the exercise of any Award, unless and until the Committee has determined, with advice of counsel,
that the issuance and delivery of such certificates is in compliance with all Applicable Laws. 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. The Committee may place legends on any Share certificate to reference restrictions applicable
to the Shares. In addition to the terms and conditions provided herein, the Committee may require that a Participant make such
reasonable covenants, agreements, and representations as the Committee, in its discretion, deems advisable in order to comply with
any Applicable Laws. 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.


 


8.5Paperless
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.


 






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8.6Foreign
Currency. A Participant may be required to provide evidence that any currency used to pay the exercise price of any Award was
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 9


 


changes
in capital structure


 


9.1Adjustments.
In the event of any dividend, share split, combination or exchange of Shares, amalgamation, arrangement or consolidation, spin-off,
recapitalization or other distribution (other than normal cash dividends) of Company assets to its shareholders, or any other change
affecting the shares of Shares or the share price of a Share, the Committee shall make such proportionate adjustments, if any,
as the Committee in its discretion may deem appropriate 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); (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.


 


9.2Corporate
Transactions. 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 the Committee anticipates the occurrence, or upon the occurrence, of a Corporate Transaction,
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 the vested portion of such Awards during a period of time
as the Committee shall determine, or (ii) 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 (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, then such Award may be terminated by the Company
without payment), or (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) payment of such Award in cash based on the
value of Shares on the date of the Corporate Transaction plus reasonable interest on the Award through the date when 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.


 






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9.3Outstanding
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 9, 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.


 


9.4No
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 10


 


ADMINISTRATION


 


10.1Committee.
The Plan shall be administered by the Board or a committee of one or more members of the Board to whom the Board shall delegate
the authority to grant or amend Awards to Participants other than any of the Committee members. Any grant or amendment of Awards
to any Committee member shall then require an affirmative vote of a majority of the Board members who are not on the Committee.


 


10.2Action
by the Committee. A majority of the Committee shall constitute a quorum. The acts of a majority of the members of the Committee
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.


 


10.3Authority
of the 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
to exercise price per Share underlying the 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.


 


10.4Decisions
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 11


 


EFFECTIVE AND EXPIRATION DATE


 


11.1       Effective
Date. The Plan is effective on the date of its adoption by the Board (the “Effective Date”).


 


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


 


 



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ARTICLE 12


 


AMENDMENT, MODIFICATION, AND TERMINATION


 


12.1       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, unless the Company decides to follow home country practice, and (b) unless the Company decides to follow home country
practice, 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 9 or Section 3.1(a)), or (ii) permits the Committee to extend the term
of the Plan or the exercise period for an Award beyond ten years from the date of grant.


 


12.2       Awards
Previously Granted. Except with respect to amendments made pursuant to Section 12.1, 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 13


 


GENERAL PROVISIONS


 


13.1       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.


 


13.2       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.


 


13.3       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 Applicable
Laws 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 any income and payroll tax liabilities applicable
to the Participant 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 the applicable income and payroll
tax purposes that are applicable to such supplemental taxable income.


 






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13.4       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 employment or services of any Service Recipient.


 


13.5       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.


 


13.6       Indemnification.
To the extent allowable pursuant to Applicable Laws, 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.


 


13.7       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.


 


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


 


13.9       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.


 


13.10       Fractional
Shares. No fractional Shares 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.


 


13.11       Limitations
Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan, the Plan, and any Award granted or awarded
to any Participant who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth
in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act)
that are requirements for the application of such exemptive rule. To the extent permitted by the Applicable Laws, the Plan and
Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.


 






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13.12       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.


 


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


 


13.14       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 Department of Treasury guidance (including such 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 are 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.


 


13.15       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 limitation contained in Section 3.1 of the Plan
without the approval of the Board.


 


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Left Blank]


 






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