Exhibit 10.1


 


RENESOLA LTD


 


2007 SHARE INCENTIVE PLAN
AS AMENDED


AND RESTATED AS OF JANUARY 21, 2009,


AUGUST 20, 2010


AUGUST 29, 2016


AND December 21, 2020


 


ARTICLE 1


 


PURPOSE


 


The purpose of this 2007 Share Incentive
Plan, as amended and restated as of January 21, 2009, August 20, 2010, August 29, 2016 and December 21, 2020 (the “Plan”),
is to promote the success and enhance the value of ReneSola Ltd, a company incorporated under the laws of the British Virgin Islands (the
 “Company”) by linking the personal interests of the members of the Board, Employees, and Consultants to those of the
Company’s shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns
to the Company’s shareholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract,
and retain the services of members of the Board, Employees, and Consultants upon whose judgment, interest, and special effort the successful
conduct of the Company’s operation is largely dependent.


 


ARTICLE 2


 


DEFINITIONS
AND CONSTRUCTION


 


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


 


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


 


 2.2 “Article” means an article of this Plan.




 


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




 


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


 


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




 


 2.6 “Change in Control” means a change in ownership or control of the Company effected through either of the following transactions:




 


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


 


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


 


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




 


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




 


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


 


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


 


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


 






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




 


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




 


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


 


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


 


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


 


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




 


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


 


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




 


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




 


(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, its
Fair Market Value shall be the closing sales price for such shares (or the closing bid, if no sales were reported) as quoted on the principal
exchange or system on which the Shares are listed (as determined by the Committee) on the date of determination (or, if no closing sales
price or closing bid was reported on that date, as applicable, on the last trading date such closing sales price or closing bid was reported),
as reported in The Wall Street Journal or such other source as the Committee deems reliable;


 


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


 


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


 


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


 


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




 


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


 


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




 


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


 


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







 






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




 


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




 


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


 


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


 


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




 


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




 


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


 


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




 


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


 


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


 


ARTICLE 3


 


SHARES
SUBJECT TO THE PLAN


 


 3.1 Number of Shares.




 


(a) Subject to the provisions
of Article 8 and Section 3.1(b), the maximum aggregate number of Shares which may be issued pursuant to all Awards (including Incentive
Share Options) is 22,500,000 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 Restricted Shares are forfeited by the Participant or repurchased by the Company,
such Shares may again be optioned, granted or awarded hereunder, subject to the limitations of Section 3.1(a). Notwithstanding the provisions
of this Section 3.1(b), no Shares may again be optioned, granted or awarded if such action would cause an Incentive Share Option to fail
to qualify as an incentive share option under Section 422 of the Code.


 


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


 


ARTICLE 4


 


ELIGIBILITY
AND PARTICIPATION


 


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


 


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


 


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


 






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ARTICLE 5


 


OPTIONS


 


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




 


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


 


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


 


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


 


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


 


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


 


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




 


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




 


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


 


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


 


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


 


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


 


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


 






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(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


 


RESTRICTED
SHARES AND RESTRICTED SHARE UNITS


 


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


 


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


 


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


 


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


 


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


 


ARTICLE 7


 


PROVISIONS
APPLICABLE TO AWARDS


 


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


 


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


 


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


 






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


 


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


 


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


 


ARTICLE 8


 


CHANGES
IN CAPITAL STRUCTURE


 


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


 


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


 


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


 


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


 


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


 


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





 






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8.5 No Other Rights.
Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation of shares
of any class, the payment of any dividend, any increase or decrease in the number of shares of any class or any dissolution, liquidation,
merger, or consolidation of the Company or any other corporation. Except as expressly provided in the Plan or pursuant to action of the
Committee under the Plan, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the number of shares subject to an Award or the grant or exercise
price of any Award.


 


ARTICLE 9


 


ADMINISTRATION


 


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


 


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


 


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


 


 (a) Designate Participants to receive Awards;




 


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




 


 (c) Determine the number of Awards to be granted and the number of Shares to which an Award will relate;




 


(d) Determine the terms and conditions
of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, or purchase price, any restrictions
or limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and
accelerations or waivers thereof, any provisions related to non-competition and recapture of gain on an Award, based in each case on such
considerations as the Committee in its sole discretion determines;


 


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


 


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




 


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




 


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




 


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




 


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




 


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


 


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


 


ARTICLE 10


 


EFFECTIVE
AND EXPIRATION DATE


 


10.1 Effective Date.
The Plan, as amended and restated, is effective on December 21, 2020, the date of shareholders’ approval at the annual general
meeting of the Company (the “Effective Date”).


 


10.2 Expiration Date.
The Plan, as amended and restated, 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.


 






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ARTICLE 11


 





AMENDMENT, MODIFICATION, AND TERMINATION


 


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


 


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


 


ARTICLE 12


 


GENERAL
PROVISIONS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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




 


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


 


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


 






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


 


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


 


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


 


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




 






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