EX-10.13





 Exhibit 10.13 

MEILI AUTO HOLDINGS LIMITED 

SHARE INCENTIVE PLAN 

ARTICLE 1 
 PURPOSE

 The purpose of the MEILI AUTO HOLDINGS LIMITED Share Incentive Plan (the “Plan”) is to promote the success and
enhance the value of MEILI AUTO HOLDINGS LIMITED, an exempted company incorporated under the laws of the Cayman Islands (the “Company”) by linking the personal interests of the members of the Board, Employees, and Consultants to
those of Company shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to Company 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 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 award granted to a Participant pursuant to the Plan. 

2.3    “Award Agreement” means any written agreement, contract, or other instrument or document
evidencing an Award, including through electronic medium. 
 2.4    “Board” means the Board of
Directors of the Company. 
 2.5    “CEO” mean the chief executive officer of the Company. 

2.6     “Change of Control” means a change in ownership or control of the Company after the
Registration Date 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 of 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 8. 

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 or the CEO 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; 

(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 Ordinary Shares 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 or the CEO
determines shall not be a Corporate Transaction; or 

  
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 (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 or the CEO 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 or the CEO in its discretion. 

2.12    “Effective Date” shall have the meaning set forth in Section 9.1. 

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: 

(a)    If the Shares are listed on one or more established stock exchanges or national market systems, 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 or the CEO) 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 or the CEO 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 an Ordinary Share shall be the mean between the high bid and low asked prices for the Ordinary 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 or the CEO deems reliable; or 

  
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 (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 or the CEO 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 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 (iii) such other methodologies or information as the Committee or the CEO determines to be indicative of
Fair Market Value. 
 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    “Initial Public
Offering” means the initial offering of the Company’s Ordinary Shares to the public on a reputable share exchange or national market system as approved by the Board. 

2.19    “Non-Employee Director” means a member of the Board 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 MEILI AUTO HOLDINGS LIMITED Share
Incentive Plan, as it may be amended 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 but which is not a Subsidiary and which the Board
designates as a Related Entity for purposes of the Plan. 
 2.26    “Securities Act” means the
Securities Act of 1933 of the United States, as amended. 

  
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 2.27    “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. 

2.28    “Share” means the ordinary shares of the Company, par value $0.0001 per share, and such other
securities of the Company that may be substituted for Shares pursuant to Article 7. 

2.29    “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. 
 2.30    “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 7 and Section 3.1(b), the maximum aggregate number of Shares which may be
issued pursuant to all Awards (including Incentive Share Options) shall be determined by the Committee or the CEO. 

(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 Law, Shares issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of 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 warded 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 distributed pursuant to an Award may consist, in whole or in part, of
authorized and unissued Shares, treasury Shares (subject to applicable law) or Shares purchased on the open market. Additionally, in the discretion of the Committee or the CEO, 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. 

  
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 ARTICLE 4 

ELIGIBILITY AND PARTICIPATION 

4.1     Eligibility. Persons eligible to participate in this Plan are those determined by the Committee or
the CEO, which may include Employees, Consultants, and all members of the Board. 
 4.2     Participation.
Subject to the provisions of the Plan, the Committee or the CEO 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 or the CEO 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 or the CEO 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 or the CEO may not take any actions hereunder, and no Awards shall be granted, that would violate any Applicable Laws. 

ARTICLE 5 
 OPTIONS

 5.1     General. The Committee or the CEO 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 or the CEO and set forth in the Award Agreement which may be a fixed price or a variable price related to the Fair Market Value of the Shares. 

(b)    Time and Conditions of Exercise. The Committee or the CEO 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 9.2. The Committee or the CEO shall
also determine any conditions, if any, that must be satisfied before all or part of an Option may be exercised. 

  
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 (c)    Payment. The Committee or the CEO shall determine the
methods by which the exercise price of an Option may be paid, the form of payment, including, without limitation, to the extent permitted by the Applicable Laws, (i) cash or check denominated in U.S. Dollars, (ii) cash or check in Chinese
Renminbi, (iii) cash or check denominated in any other local currency as approved by the Committee or the CEO, (iv) Shares held for such period of time as may be required by the Committee or the CEO 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), and the methods by which Shares shall be delivered or deemed to be delivered to Participants (vi) other property acceptable
to the Committee or the CEO 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 or the CEO. 

5.2     Incentive Share Options. Incentive Share Options may only 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)    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; 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 $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. 

  
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 (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. 
 ARTICLE 6 

PROVISIONS APPLICABLE TO AWARDS 

6.1     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. 
 6.2     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 or the CEO, 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 or the CEO 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 or the CEO, pursuant to such conditions and procedures as the Committee or the CEO may establish. Any permitted transfer shall be subject to the condition that the Committee or the CEO 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. 

  
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 6.3     Beneficiaries. Notwithstanding Section 6.2, a
Participant may, in the manner determined by the Committee or the CEO, 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 or the CEO. 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 or the CEO. 

6.4     Share Certificates. Notwithstanding anything herein to the contrary, the Company shall not be required to
issue or deliver any certificates evidencing shares of Share 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 or the CEO deems necessary or advisable to comply 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 or the CEO 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 or the CEO 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 or the CEO. 

6.5     Paperless Administration. Subject to Applicable Laws, the Committee or the CEO 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. 

6.6     Foreign 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 or the CEO, 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 Peoples Republic of China, the exchange rate as selected by the Committee or the CEO on the date of exercise. 

  
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 6.7    Voting Rights Entrustment. In the event that any Ordinary
Share is issued to any Participant due to the exercise of the Option, to the extent permitted by applicable laws, such Participant shall irrevocably entrust Lendora Limited to exercise his/her voting rights in members meeting or any applicable
cases. 
 ARTICLE 7 

CHANGES IN CAPITAL STRUCTURE 

7.1     Adjustments. 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 or the CEO shall make such proportionate and equitable adjustments 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/or (c) the grant or exercise price per share for
any outstanding Awards under the Plan, as determined by the Committee or the CEO. With respect to Options intended to qualify as Incentive Share Options, no adjustments shall be authorized pursuant to this Section 7.1 or any other provision of
the Plan to the extent that such adjustment would cause the Option to fail to so qualify. 
 7.2     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 or the CEO 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 or the CEO 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 or the CEO 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 or the CEO in its sole discretion 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. 

7.3     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: 

  
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 (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 or the CEO) with respect to shares of the capital shares 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. 
 7.4     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 7, the Committee or the CEO 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 or the CEO may consider appropriate to prevent dilution or enlargement of rights. 

7.5     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 or the CEO 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. 

  
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 ARTICLE 8 

ADMINISTRATION 

8.1     Committee or the CEO. The Plan shall be administered by the Compensation Committee or the CEO appointed by
the Board; provided, however that the Compensation Committee or the CEO may delegate to a committee the authority to grant or amend Awards to Participants other than Independent Directors and executive officers of the Company (such committee being
the “Committee or the CEO”). The Committee or the CEO shall consist of at least two individuals who are officers and/or directors of the Company and other members as required by the Company’s Memorandum of Association and Articles of
Association. Reference to the Committee or the CEO shall refer to the Board if the Compensation Committee or the CEO has not been appointed, or ceases to exist and the Board does not appoint a successor Committee or the CEO. 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 executive officers of the
Company and for purposes of such Awards the term “Committee or the CEO” as used in the Plan shall be deemed to refer to the Board. Notwithstanding the foregoing, following the Initial Public Offering, the Committee or the CEO shall consist
solely of two or more members of the Board each of whom is a Non-Employee Director and an “independent director” under the rules of the principal securities market on which Shares are traded.
Notwithstanding the foregoing, the full Board, acting by a majority of its members in office, shall conduct the general administration of the Plan with respect to all Awards granted to Independent Directors and for purposes of such Awards the term
“Committee or the CEO” as used in this Plan shall be deemed to refer to the Board. 
 8.2     Action by the
Committee or the CEO. A majority of the Committee or the CEO 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 or the
CEO in lieu of a meeting, shall be deemed the acts of the Committee or the CEO. Each member of the Committee or the CEO 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. No member of
the Committee or the CEO may act as to matters under the Plan specifically relating to such member. The Company will bear the expenses in relation to the administration and execution of the Plan. 

8.3     Authority of Committee or the CEO. Subject to any specific designation in the Plan, the Committee or the
CEO 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 or the CEO in its sole discretion determines; 

(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; 

  
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 (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; and 
 (j)    Make all other decisions and determinations that may be required pursuant to the Plan or as the
Committee or the CEO deems necessary or advisable to administer the Plan. 
 8.4     Decisions Binding. The
Committee or the CEO’s interpretation of the Plan, any Awards granted pursuant to the Plan, any Award Agreement and all decisions and determinations by the Committee or the CEO with respect to the Plan are final, binding, and conclusive on all
parties. Benefits will be paid only if the Committee or the CEO determines, in its discretion, that the claimant is entitled to them. 

ARTICLE 9 
 EFFECTIVE
AND EXPIRATION DATE 
 9.1    Effective Date. The Plan is effective as of the date the Plan is approved by
the Board (the “Effective Date”), subject to the approvals of the shareholders of the Company as required by the Applicable Laws. 

9.2    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 10 
 AMENDMENT,
MODIFICATION, AND TERMINATION 
 10.1    Amendment, Modification, And Termination. With the approval of the
Board, at any time and from time to time, the Committee or the CEO may terminate, amend or modify the Plan. 

10.2    Awards Previously Granted. Except with respect to amendments made pursuant to Section 10.1, 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. 

  
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 ARTICLE 11 

GENERAL PROVISIONS 

11.1    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 or the CEO is obligated to treat Participants, employees, and other persons uniformly. 

11.2    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. 
 11.3    Taxes. No
Shares shall be delivered under the Plan to any Participant until such Participant has made arrangements acceptable to the Committee or the CEO 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 federal, state, local and foreign 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 or the CEO 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
or the CEO, 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. 
 11.4    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. 
 11.5    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. 

  
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 11.6    Indemnification. To the extent allowable pursuant to
applicable law, each member of the Committee or the CEO 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. 

11.7    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. 
 11.8    Expenses. The expenses of administering the Plan shall be borne by the Company
and its Subsidiaries. 
 11.9    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. 

11.10    Fractional Shares. No fractional shares of Share shall be issued and the Committee or the CEO 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. 

11.11    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 applicable law, the Plan and Awards
granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule. 

11.12    Government and Other Regulations. The obligation of the Company to make payment of awards in Share or
otherwise shall be subject to all Applicable Laws, rules, and regulations, 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 Actor 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. 

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

  
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 11.14    Section 409A. To the extent that the Committee or the
CEO 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 or the CEO 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 or the CEO 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 or the CEO 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. 
 11.15    Appendices. The Committee or the CEO 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 Sections 3.1 of the Plan. 
 * * * * * 

I hereby certify that the foregoing Plan was duly adopted by the Board of Directors of MEILI AUTO HOLDINGS LIMITED on December 26, 2017.

 Executed on December 26, 2017. 
  

	
	 /s/ Yun Sun

	Corporate Secretary



  
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