Exhibit 10.1


 


ANPAC BIO-MEDICAL SCIENCE
CO., LTD.


2022 SHARE INCENTIVE
PLAN


 


Adopted on April 14
(the “Effective Date”)


 


		1.	Purpose of the Plan



 


The
purpose of the Amended and Restatement 2022 Share Incentive Plan (the “Plan”) is to promote the interests of AnPac
Bio-Medical Science Co., Ltd. (the “Company”) and its shareholders by providing grantees with an appropriate incentive
to encourage them to continue contribution to the Company or its subsidiaries and to improve the growth, profitability and financial success
of the Company and its subsidiaries.


 


		2.	Definitions



 


As
used in this Plan and in any Award Agreement, the following capitalized terms shall have the following meanings:


 


		(a)	“Affiliate” shall mean, with respect to any Person, any other Person directly
or indirectly controlling, controlled by or under direct or indirect common control with such Person; provided, that no shareholder
of the Company shall be deemed an Affiliate of any other shareholder solely by reason of any investment in the Company. For the purpose
of this definition, the term “control” (including, with correlative meanings, the terms “controlling,” “controlled
by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities,
by contract or otherwise.



 


		(b)	“Award” shall mean any award granted pursuant to the terms of the Plan which shall
be denominated in, or shall have a value determined by reference to, a number of Shares that is specified at the time of the grant of
such award, and includes, but is not limited to, Options.



 


		(c)	“Board” shall mean the Board of Directors of the Company.



 


		(d)	“Cause” shall mean, when used in connection with the termination of a Participant’s
Employment, unless otherwise provided in the Participant’s Award Agreement, (i) a material failure of the Participant to reasonably
and substantially perform his or her duties to the Company or any of its Affiliates (other than as a result of physical or mental illness
or injury); (ii) the Participant’s willful misconduct or gross negligence which is injurious to the Company, any of its Affiliates
(whether financially, reputationally or otherwise); (iii) a breach by the Participant of the Participant’s fiduciary duty or
duty of loyalty to the Company or its Affiliates; (iv) the Participant’s unauthorized removal from the premises of the Company
or any of its Affiliates of any document (in any medium or form) relating to the Company or any of its Affiliates, or the customers of
the Company or any of its Affiliates; (v) the commission by the Participant of any felony or other serious crime; (vi) a breach
by the Participant of the terms of any agreement with the Company or any Affiliate or any material Company policies, including without
limitation any provision of this Plan or the Award Agreement; or (vii) Competing. If, subsequent to the termination of a Participant’s
Employment, it is discovered that Participant engaged in conduct which the Committee determines in good faith could have resulted in Participant’s
Employment being terminated for Cause, as such term is defined above, or if the Participant Competes, the Participant’s Employment
shall, at the election of the Committee, in its sole discretion, be deemed to have been terminated for Cause retroactively to the date
the events giving rise to Cause occurred.



 


		(e)	“Change in Control” shall mean (i) any Person or Group becoming the beneficial
owner (within the meaning of Section 13(d) of the Exchange Act), directly or indirectly, of securities representing more than
50% of the aggregate outstanding voting power or value of the equity of the Company and such Person or Group actually has the power to
vote such securities, (ii) the liquidation or dissolution of the Company or any successor to the Company or (iii) a sale or
transfer of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, and distribution of substantially
all of the proceeds of such sale or transfer to the shareholders of the Company; provided however, that neither a Public Offering or any
related restructuring will constitute a Change in Control.



 






     


     


    

 


		(f)	“Committee” shall mean the compensation committee of the Board or such other committee
as appointed by the Board from time to time to administer the Plan pursuant to Section 3, and if no such committee exists or has
been appointed, the Board.



 


		(g)	“Company” shall mean AnPac Bio-Medical Science Co., Ltd., a British
Virgin Islands, or BVI, business company limited by shares under the BVI Business Companies Act.



 


		(h)	“Compete” shall mean with respect to any Participant, unless otherwise provided
in the Participant’s Award Agreement, (i) during Employment and for the twenty-four (24) month period following the termination
of such Participant’s Employment, become an Employee, director, or independent contractor, stockholder, beneficial owner or other
owner (other than a holder of less than 1% of the outstanding voting shares of any publicly held company) of, or a consultant to, or perform
any services for, any Person that engages or proposes to engage, directly or indirectly, including through any Affiliate, or in connection
with any acquisition that would result in such Person engaging, in the business that the Company or any of its subsidiaries is engaged
in or the Board has approved to be engaged in before the termination of such Participant’s Employment (the “Competing Business”),
or (ii) solicit or hire or attempt to solicit or hire, as applicable, (x) any customer or supplier of the Company or any of
its subsidiaries in connection with a Competing Business or to terminate or alter in a manner adverse to the Company or any of its subsidiaries
such customer’s or supplier’s relationship with the Company or any of its subsidiaries, or (y) any Employee or individual
who was an Employee within the six (6) month period immediately prior thereto to terminate or otherwise alter his or her Employment
with the Company or any of its subsidiaries, or (iii) at any time during or following Employment, disclosing or using any Confidential
Information, except in the course of a Participant’s Employment or as required by legal process (provided that if the
Participant receives legal process with regard to disclosure of such Confidential Information, the Participant shall promptly notify the
Company and cooperate with the Company in seeking a protective order with respect to such Confidential Information). “Competed” and “Competing” shall
have correlative meanings.



 


		(i)	“Confidential Information” shall mean all information regarding the Company or
any of its subsidiaries, any Company activity or the activity of any such other Person, Company business or the business of any such other
Person or any customer or supplier of the Company or any of its subsidiaries that is not generally known by the public or to Persons not
employed by the Company or any such other Person, including, without limiting the foregoing, information that would not be known to the
public but for the actions of or disclosure by, directly or indirectly, the Participant.



 


		(j)	“Disability” shall mean with respect to any Participant, unless otherwise provided
in the Participant’s Award Agreement, the Participant is unable to perform the essential functions of his position with substantially
the same level of quality as immediately prior to such incapacity by reason of any medically determinable physical or mental impairment
which has lasted or can reasonably be expected to last for a period of ninety (90) or more consecutive days or one hundred and twenty
(120) days during any consecutive six (6) month period, as determined by a physician to be selected by the Company.



 


		(k)	“Eligible Individual” shall mean any Employee of the Company or its subsidiaries
who in the judgment of the Committee, should be eligible to participate in the Plan due to the services performed on behalf of the Company
or its subsidiaries.



 


		(l)	“Employment” shall mean employment or other service relationship with the Company
or any of its subsidiaries and shall include the provision of services as a director, service provider, advisor or consultant for the
Company or any of its subsidiaries. “Employee” and “Employed” shall have correlative
meanings. Employment will be deemed to continue, unless the Committee expressly provides otherwise, so long as the Participant is employed
by, or otherwise is providing services to the Company or one of its subsidiaries. If a Participant’s Employment is with a subsidiary
and that entity ceases to be a subsidiary of the Company, the Participant’s Employment will be deemed to have terminated when the
entity ceases to be a subsidiary of the Company unless the Participant transfers Employment to the Company or one of its remaining Affiliates.



 






     


     


    

 


		(m)	“Employment Agreement” shall mean a Participant’s employment or other service
agreement with the Company or any of its subsidiaries to provide services as an Employee, director, service provider, advisor or consultant
for the Company or any of its subsidiaries.



 


		(n)	“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



 


		(o)	“Exercise Date” shall have the meaning set forth in Section 4.6 herein.



 


		(p)	“Exercise Notice” shall have the meaning set forth in Section 4.6 herein.



 


		(q)	“Exercise Price” shall mean the price that the Participant must pay under an Option
for each Share, as determined by the Committee for each grant and initially specified in the Award Agreement, which shall be no less than
the Fair Market Value of a Share on the Grant Date subject to any increase or other adjustment that may be made following the Grant Date
in accordance with the Plan.



 


		(r)	“Fair Market Value” shall mean, with respect to the value of a Share, as of the
applicable date of determination, the closing price as reported on the date of determination on the principal securities exchange on which
Shares are then listed or admitted to trading (or if the market is not open for trading on such date, the immediately preceding day on
which the market is open for trading). In the event that the price of a Share shall not be so reported, the Fair Market Value of a Share
shall be determined by the Committee in its sole discretion.



 


		(s)	“Award Agreement” shall mean an agreement entered into by each Participant and
the Company evidencing the grant of an Award.



 


		(t)	“Grant Date” shall be the date designated by the Committee and specified in the
Award Agreement as of the date the Award is granted.



 


		(u)	“Group” has the meaning assigned to such term for purposes of Section 13(d) under
the Exchange Act.



 


		(v)	“Option” shall mean an option to purchase Shares granted to any Participant under
Section 4 of the Plan.



 


		(w)	“Participant” shall mean a Person to whom a grant of an Award has been made pursuant
to the Plan, and, where applicable, shall include Permitted Transferees.



 


		(x)	“Permitted Transferee” shall have the meaning set forth in Section 8.2.



 


		(y)	“Person” means an individual, partnership, corporation, limited liability company,
unincorporated organization, non-profit organization, trust or joint venture, or a governmental agency or political subdivision
thereof.



 


		(z)	“Public Offering” means any public offering and sale of equity securities of the
Company or any of its subsidiaries, or any of their respective successors for cash pursuant to an effective registration statement (other
than on Form S-4, S-8 or a comparable form) under the Securities Act.



 






     


     


    

 


		(aa)	“Share” shall mean the Class A ordinary shares of the Company, par value
US$0.01 per share.



 


		(bb)	“Securities Act” shall mean the Securities Act of 1933, as amended.



 


		(cc)	“Specified Termination” shall mean a termination of the Participant’s Employment
(i) by the Company or any of its subsidiaries, as applicable, for Cause, (ii) by the Participant for any reason or (iii) due
to death or Disability of the Participant.



 


		(dd)	“Transfer” shall mean any transfer, sale, assignment, hedge, gift, testamentary
transfer, pledge, hypothecation or other disposition of any interest. “Transferee” and “Transferor” shall
have correlative meanings.



 


		3.	Reserve; Administration of the Plan



 


		3.1	Reserve. Subject to adjustment as provided in Section 7 hereof, the Committee may grant
Awards in respect of 2,800,000 Shares to Participants pursuant to the Plan. To the extent that any Award granted under the Plan terminates,
expires or is canceled without having been exercised or settled, the Shares covered by such Award shall again be available for grant under
the Plan. Shares delivered by the Company under the Plan may be authorized but unissued Shares or previously issued Shares acquired by
the Company. Unless the Committee determines otherwise, no fractional Shares will be delivered under the Plan.



 


		3.2	Grant of Awards. The Committee shall have the power to grant Awards. The Committee, in its
discretion, may delegate its authority to grant Awards to an officer or committee of officers of the Company, subject to reasonable limits
and guidelines established by the Committee at the time of such delegation and subject to applicable laws.



 


		3.3	Powers of the Committee. The Committee shall have the general power to administer the Plan.
In addition to the other powers granted to the Committee under the Plan, the Committee shall specifically have the power to (a) to
determine the Eligible Individuals to whom Awards shall be granted; (b) to determine the time or times when grants of Awards shall
be made and to determine the number of Shares subject to each Award; (c) to determine, modify or waive the terms and conditions of
any Award; (d) to prescribe the form of and terms and conditions of any instrument evidencing an Award, so long as such terms and
conditions are not otherwise inconsistent with the terms of the Plan; (e) in connection with any merger, acquisition or similar transaction
involving the Company, to grant Awards pursuant to the Plan that constitute a rollover of incentive compensation awards previously granted,
subject to such terms and conditions as the Committee shall determine, without regard to the limitations provided in Section 3.1
above or in any other provision hereof; (f) to adopt, amend and rescind such rules and regulations as, in its opinion, may be
advisable for the administration of the Plan; (g) to construe and interpret the Plan, such rules and regulations and the instruments
evidencing Awards; (h) to reconcile any inconsistency, correct any defect and/or supply any omission in the Plan or any instrument
evidencing any Award; and (i) to make all other determinations necessary or advisable for the administration of the Plan and otherwise
do all things necessary to carry out the purposes of the Plan.



 


		3.4	Determinations of the Committee. Any grant, determination, prescription or other act of
the Committee shall be made in good faith and shall be final and conclusively binding upon all Persons.



 


		3.5	Indemnification of the Committee. No member of the Committee nor any employees, shareholders,
directors or associates of the Company or its Affiliates shall be liable for any action or determination made in good faith with respect
to the Plan or any Award thereunder. To the full extent permitted by law, the Company shall indemnify and hold harmless each Person made
or threatened to be made a party to any civil or criminal action or proceeding by reason of the fact that such Person, or such Person’s
testator or intestate, is or was a member of the Committee or an employee, shareholder, director or associate of the Company or its Affiliates,
to the extent such criminal or civil action or proceeding relates to the Plan or any grant made pursuant to the Plan.



 






     


     


    

 


		3.6	Compliance with Applicable Law; Securities Matters; Effectiveness of Option Exercise. The
Company shall be under no obligation to effect the registration pursuant to the Securities Act of any Shares to be issued hereunder or
to effect similar compliance under any state or non-U.S. laws. Notwithstanding anything herein to the contrary, the Company
shall not be required to issue or deliver any certificates evidencing the Shares pursuant to the exercise of any Options or grant or settlement
of any other Awards, which Shares shall be evidenced by book-entry in the books and records of the Company, and may only issue such certificates
or make such book entry in the event the Committee has determined, with advice of counsel, that the issuance and delivery of such certificates
or making of such book entry 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. In addition to the terms and conditions provided herein, the Committee
may require that a Participant make such reasonable covenants, agreements and representations as the Committee, in its discretion, deems
advisable in order to comply with any such laws, regulations or requirements. The Committee may, in its discretion, defer the effectiveness
of an exercise, or delay the exercisability, grant, or settlement, of an Award hereunder or the issuance or transfer of the Shares pursuant
to any Option or other Award pending or to help ensure compliance under applicable federal, state or non-U.S. securities laws
and any exemptions therefrom on which the Company may be relying. The Committee shall inform the Participant in writing of its decision
to defer the effectiveness of the exercise of an Option or the issuance or transfer of the Shares pursuant to any Option or other Award.
During the period that the effectiveness of the exercise of an Option has been deferred, the Participant may, by written notice, withdraw
such exercise and obtain the refund of any amount paid with respect thereto.



 


		3.7	Inconsistent Terms. In the event of a conflict between the terms of the Plan
and the terms of any Award Agreement, the terms of the Plan shall govern except as otherwise expressly provided herein.



 


		3.8	Plan Term. The Committee shall not grant any Award under this Plan on or after the
tenth (10th) anniversary of the Effective Date. All Awards which remain outstanding after such date shall continue to be governed
by the Plan and the applicable Award Agreement(s).



 


		3.9	Acceptance of Terms. By accepting (or, under such rules as the Committee may prescribe,
being deemed to have accepted) an Award, the Participant shall be deemed to have agreed to the terms of the Award Agreement and the Plan.



 


		4.	Options



 


		4.1	Grant of Options. Each Option granted pursuant to the Plan shall be subject to terms
and conditions established by the Committee consistent with the Plan.



 


		4.2	Exercise Price. Each Option shall represent a right to purchase the Shares subject
thereto at the Exercise Price established thereunder.



 


		4.3	Vesting of Options. The Committee shall specify in the Award Agreement the conditions
upon which an Option shall become vested.



 


		4.4	Forfeiture. All Options, whether vested or unvested, shall expire on the tenth (10th)
anniversary of their Grant Date unless such Options expire earlier as provided below. Unless otherwise specified in the Award Agreement,
upon termination of a Participant’s Employment for any reason, all unvested outstanding Options held by such Participant or such
Participant’s Transferee shall be immediately forfeited. In addition, unless otherwise specified in the Award Agreement, upon a
Specified Termination prior to exercise of a vested Option, the Participant’s right to Shares in connection therewith shall be forfeited.
Notwithstanding anything herein to the contrary, if a Participant commits a breach of any negative covenants of his or her Employment
Agreement (if any) or the Award Agreement, all Options, whether vested or not, and all Shares issued as a result of any exercise of Options
by the Participant, shall be forfeited and cancelled without any consideration and without any further action by the Participant.



 






     


     


    

 


		4.5	Exercise of Options. Subject to Section 3.6 hereof, a Participant (or the Participant’s
Permitted Transferee, if applicable) may exercise any or all of such Participant’s vested Options only during the period (i) beginning
on the date upon which the relevant Option vests pursuant to the Plan and the Participant’s Award Agreement and (ii) ending
on the date on which the relevant Option expires in accordance with Section 4.4 hereof. The Participant (or the Participant’s
Permitted Transferee, if applicable) may effectuate any such exercise by serving an Exercise Notice on the Company as provided in Section 4.6
hereof.



 


		4.6	Method of Exercise. The Option shall be exercised by delivery of written notice to
the Company at the address provided in Section 8.7 hereof (the “Exercise Notice”), which if the Committee so determines
may be an electronic notice, to the attention of Ms. Lisa Ying, Secretary of the Board (or such other person as the Committee shall
designate from time to time), no less than five business days in advance of the effective date of the proposed exercise (the “Exercise
Date”). Such notice shall (a) specify the number of Shares with respect to which the Option is being exercised, the Grant
Date of such Option and the Exercise Date, (b) be signed (including electronic signature in form acceptable to the Committee) by
the Participant (or his or her Permitted Transferee, if applicable), and (c) if the Option is being exercised by the Participant’s
Permitted Transferee(s), such Permitted Transferee(s) shall indicate in writing that they agree to and shall be bound by the Plan
and Award Agreement as if they had been original signatories thereto (as provided in Section 8.2 hereof). The Exercise Notice shall
include payment in cash for an amount equal to the Exercise Price multiplied by the number of Shares specified in such Exercise Notice
or any other method approved by the Committee in writing. The Committee may, at its sole discretion, permit the person exercising an Option
to make the above-described payments on a cashless basis under which the Shares otherwise deliverable under the Award and having a Fair
Market Value equal to the Exercise Price are withheld by the Company. The partial exercise of an Option, alone, shall not cause the expiration,
termination or cancellation of the remaining portion of such Option.



 


		4.7	Tax Withholding. The Committee is authorized to withhold from any payment to a Participant
such amounts as are required to be withheld by applicable tax law in connection with any Award. Each Participant shall be responsible
for the payment of applicable withholding and other taxes in cash that may become due in connection with the exercise, grant, or settlement
of an Option. The Committee may permit a Participant to satisfy such obligation through the delivery of unrestricted Shares that
have a Fair Market Value equal to the amount required to be paid.



 


		5.	Other Awards. The Committee may from time to time grant other Awards not otherwise described
herein in such amounts and on such terms as it shall determine, subject to the terms and conditions set forth in the Plan. Without limiting
the generality of the preceding sentence, each such Award may (a) involve the transfer of Shares to Participants, either at the Grant
Date or thereafter, or payment of amounts based on the value of Shares and (b) be subject to performance-based and/or service-based
conditions.



 


		6.	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.



 


		7.	Certain Adjustments



 


		7.1	Mergers, etc. The Committee shall, in its sole discretion, determine the
effect of a Change in Control on Awards, which determination may include, but is not limited to, one or more of the following actions
on such terms and conditions as it deems appropriate:



 


		(a)	Assumption or Substitution. If the Change in Control is one in which there is an acquiring or surviving
entity, the Committee may provide for the assumption or continuation of some or all outstanding Awards or for the grant of new awards
in substitution therefor by the acquiror or survivor or an Affiliate of the acquiror or survivor.



 






     


     


    

 


		(b)	Cash-Out of Awards. If the Change in Control is one in which holders of Shares will receive
upon consummation a payment (whether cash, non-cash or a combination of the foregoing), then subject to Section 7.1(e) the
Committee may provide for payment (a “cash-out”), with respect to some or any portion of each outstanding Award,
in an amount and form determined by the Committee, which in the case of an Option or any portion thereof shall equal the excess, if any,
of (A) the Fair Market Value of one Share multiplied by the number of Shares subject to the Option or such portion, over (B) the
aggregate exercise price of the Option or such portion (which may be zero in which case such Option may be terminated by the Company without
any payment therefor), on such payment terms (which need not be the same as the terms of payment to holders of Shares) and other terms,
and subject to such conditions, as the Committee determines.



 


		(c)	Acceleration of Certain Awards. The Committee may provide that all or a portion of each grant of
Options or other Awards will become fully vested, and in the case of Options, will become exercisable for a specified period of time prior
to the Change in Control.



 


		(d)	Termination of Awards. Each Award (other than Awards assumed pursuant to Section 7.1(a)) will
terminate upon consummation of the Change in Control.



 


		(e)	Additional Limitations. Any Share and any cash or other property delivered pursuant to Section 7.1
(b) or Section 7.1(c) with respect to an Award may, in the discretion of the Committee, continue to be subject to such
restrictions, if any, as the Committee deems appropriate to reflect any performance or other vesting conditions to which the Award was
subject and that did not lapse (and were not satisfied) in connection with the Change in Control. For purposes of the immediately preceding
sentence, a cash out under Section 7.1 (b) or the acceleration of exercisability or settlement of an Award under Section 7.1(c) shall
not, in and of itself, be treated as the lapsing (or satisfaction) of a performance or other vesting condition.



 


		7.2	Changes in and Distributions with Respect to Shares.



 


		(a)	Basic Adjustment Provisions. In the event of a distribution, split or combination of interests
(including a reverse split), or recapitalization, the Committee shall make appropriate adjustments, as determined by the Committee in
its discretion, to the maximum number of Shares specified in Section 3 that may be delivered under the Plan and shall also make appropriate
adjustments to the number and kind of Shares subject to Awards then outstanding or subsequently granted, the exercise prices relating
to Options and any other provision of Awards affected by such change to prevent the enlargement or dilution of rights with respect to
the number of Shares subject to grant under this Plan, the number of Shares subject to the Awards and/or the Exercise Price per Share.



 


		(b)	Certain Other Adjustments. The Committee shall also make adjustments of the type described in Section 7.2(a) above
to take into account distributions to shareholders other than those provided for in Section 7.1 and 7.2(a), or any other event, if
the Committee determines that adjustments are appropriate to avoid distortion in the operation of the Plan and to preserve the value of
Awards made hereunder. In addition, in the event of a corporate acquisition or similar corporate transaction involving the Company or
its Affiliates, the Committee may make such adjustments to any performance-based vesting conditions applicable to any then-outstanding
Awards as it reasonably determines in good faith are appropriate to avoid distortion in the value of such Awards.



 


		(c)	Continuing Application of Plan Terms. References in the Plan to Shares will be construed to include
any equity interests, stock or securities resulting from an adjustment pursuant to this Section 7.



 






     


     


    

 


		7.3	Increase or Decrease in Issued Shares Without Consideration. Subject to any required
action by the shareholders of the Company, in the event of any increase or decrease in the number of issued Shares resulting from a subdivision
or consolidation of Shares , or any other increase or decrease in the number of such Shares effected without receipt of consideration
by the Company (including the payment of an extraordinary dividend), the Committee shall make such proportionate adjustments as it determines
in its discretion to be necessary or appropriate with respect to the number of Shares subject to grant under this Plan, the number of
Shares subject to outstanding Awards and/or the Exercise Price per Share; provided that in the case of extraordinary dividends, the Company
may pay an equivalent cash bonus to the Participants upon vesting of the Awards in lieu of adjusting such Awards as the Committee may
determine in its discretion.



 


		7.4	Tax Requirements. Any adjustments or changes to Awards or the Shares pursuant to this
Section 7 shall be made in accordance with any applicable tax laws.



 


		8.	Miscellaneous



 


		8.1	Amendment of Terms of Awards. The Committee may, in its discretion, amend the
Plan or terms of any Award, provided, however, that any such amendment shall not materially impair or otherwise materially adversely
affect the Participants’ existing rights under the Plan or such Award without such Participant’s written consent, unless the
Committee expressly reserved the right to make such amendment at the time the Award was granted, including for example any adjustment
pursuant to Section 7 hereof.



 


		8.2	Transfer of Awards.



 


		(a)	Limitation on Transfer. Each Option granted to a Participant shall be exercisable only by such
Participant, provided that a Participant may assign or transfer his or her rights with respect to any or all of an Award to (i) a
trust that was established solely for tax planning purposes and not for purposes of profit or commercial activity, or (ii) to one
or more “family members” (as such term is defined in SEC Rule 701 promulgated under the Securities Act of 1933, as amended)
by gift or pursuant to a qualified domestic relations order, or (iii) to such Participant’s beneficiaries or estate upon the
death of the Participant (by will, by the laws of descent and distribution or otherwise) (each, a “Permitted Transferee”).
In no event will transfers to a Person that the Committee determines is a competitor of the Company or any of its subsidiaries or provides
services or financial or other support, directly or indirectly, to a competitor of the Company or its subsidiaries, be permitted.



 


		(b)	Condition Precedent to Transfer of Any Award. It shall be a condition precedent to any Transfer of any Award by any Participant
that the Transferee shall agree prior to the Transfer in writing with the Company to be bound by the terms of the Plan and the Award Agreement
as if he, she or it had been an original signatory thereto, except that any provisions of the Plan based on the Employment (or termination
thereof) shall continue to be based on the Employment (or termination thereof) of the original Participant.



 


		(c)	Effect of Void Transfers. In the event of any purported Transfer of any Award in violation of the provisions of the Plan,
such purported Transfer shall, to the extent permitted by applicable law, be void and of no effect.



 


		8.3	Rights as Award Holders. Participants shall not have any rights as shareholders with respect to any Shares covered
by or relating to Awards granted pursuant to the Plan until the date the Participants become the registered owners of such Shares issued
in accordance with and subject to the governing documents of the Company. Except as otherwise expressly provided in Section 6, no
adjustment to an Award shall be made for dividends or other rights for which the record date occurs prior to the effective date such Shares
are registered.



 


		8.4	No Special Employment Rights. Nothing contained in the Plan shall confer upon the Participants any right with respect
to the continuation of their Employment or interfere in any way with the right of the Company or any of its subsidiaries, subject to the
terms of any separate employment agreements to the contrary, at any time to terminate such Employment or to increase or decrease the compensation
of the Participants from the rate in existence at the time of the grant of any Award.



 






     


     


    

 


		8.5	No Obligation to Exercise. The grant to the Participants of an Option shall impose no obligation upon the Participants
to exercise such Option.



 


		8.6	Coordination with Other Plans. Awards under the Plan may be granted in tandem with, or in satisfaction of
or substitution for, other Awards under the Plan or awards made under other compensatory plans or programs of the Company or its subsidiaries.



 


		8.7	Notices. Each notice and other communication hereunder shall be in writing and shall be given and shall be deemed
to have been duly given on the date it is delivered in person or by electronic mail, on the next business day if delivered by overnight
mail or other reputable overnight courier, or the third business day if sent by registered mail, return receipt requested, to the parties
as follows:



 


If to the Company:


 


AnPac Bio-Medical Science Co., Ltd.


801 Bixing Street, Bihu County


Lishui, Zhejiang Province 323006


The People’s Republic of China


Attn: Aidong Chen


Email address: aidong_chen@anpac.cn


 


If to the Participant, to its most recent address
shown on records of the Company or its subsidiary;


 


or in each
case to such other address as any party may have furnished to the others in writing in accordance herewith, except that notices of change
of address shall be effective only upon receipt.


 


		8.8	Descriptive Headings. The headings in the Plan are for convenience of reference only and shall not limit or otherwise
affect the meaning of the terms contained herein.



 


		8.9	Severability. In the event that any one or more of the provisions, subdivisions, words, clauses, phrases or sentences
contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason,
the validity, legality and enforceability of any such provision, subdivision, word, clause, phrase or sentence in every other respect
and of the remaining provisions, subdivisions, words, clauses, phrases or sentences hereof shall not in any way be impaired, it being
intended that all rights, powers and privileges of the Company and Participants shall be enforceable to the fullest extent permitted by
law.



 


		8.10	Governing Law. The provisions of the Plan and any Award Agreements and all claims or disputes arising out of or
based upon the Plan, any Award Agreement and any Award under the Plan or relating to the subject matter hereof or thereof shall be governed
by, and construed and enforced in accordance with, the substantive laws of the State of New York, without regard to the provisions governing
choice or conflict of laws or rules that would cause the application of the domestic substantive laws of any other jurisdiction.



 


		8.11	Limitation of Liability. Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate
of the Company, nor the Committee, nor any person acting on behalf of the Company, any Affiliate of the Company, or the Committee, will
be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration
of income, or any additional tax (including any interest and penalties), asserted with respect to the Award.