Exhibit 10.1


 


 


Zhihu
Inc.


 


2022 SHARE INCENTIVE PLAN


 


Article 1


 


PURPOSE


 


The purpose of this 2022 Share
Incentive Plan is to promote the success and enhance the value of Zhihu Inc., an exempted company formed under the laws of the Cayman
Islands (the “Company”), by linking the personal interests of the Directors, Employees, and Consultants to those of
the Company’s shareholders and by providing such individuals with an incentive for outstanding performance to generate superior
returns to the Company’s shareholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate,
attract, and retain the services of the Directors, Employees, and Consultants upon whose judgment, interest, and special effort the successful
conduct of the Company’s operation is largely dependent.


 


Article 2


 


DEFINITIONS AND CONSTRUCTION


 


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


 


2.1           “Applicable
Laws” means the legal requirements relating to the Plan and the Awards under applicable provisions of the corporate, securities,
tax and other laws, rules, regulations and government orders, and the rules of any applicable stock exchange or national market system,
of any jurisdiction applicable to Awards granted to residents therein.


 


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


 


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


 


2.4           “Board”
means the board of directors of the Company.


 


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


 


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


 






    


     


    

 





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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


2.9           “Corporate
Transaction”, unless otherwise defined in an Award Agreement, means any of the following transactions, provided, however,
that the Committee shall determine under (d) and (e) whether multiple transactions are related, and its determination shall
be final, binding and conclusive:


 


(a)            an
amalgamation, arrangement or consolidation or scheme of arrangement (i) in which the Company is not the surviving entity, except
for a transaction the principal purpose of which is to change the jurisdiction in which the Company is incorporated or (ii) following
which the holders of the voting securities of the Company do not continue to hold more than 50% of the combined voting power of the voting
securities of the surviving entity;


 






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








 


(c)            the
complete liquidation or dissolution of the Company;


 


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


 


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


 


2.10         “Director”,
means a member of the Board or a member of the board of directors of any Subsidiary of the Company.


 


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


 


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


 


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


 


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


 






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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, the Nasdaq Stock Market or the Stock Exchange of Hong Kong Limited, its Fair Market Value shall be the higher of: (i) 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), and (ii) the
average closing sales price (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) for the five business days immediately preceding the date of determination, as reported
on the website maintained by such exchange or market system or such other source as the Committee deems reliable;


 


(b)            If
the Shares are not listed on one or more established stock exchanges or national market systems but 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 transaction, (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.


 


2.16         “Group
Entity” means any of the Company and Subsidiaries of the Company.


 


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


 


2.18         “Independent
Director” means (i) if the Shares or other securities representing the Shares are not listed on a stock exchange, a Director
of the Company who is a Non-Employee Director; and (ii) if the Shares or other securities representing the Shares are listed on one
or more stock exchange, a Director of the Company who meets the independence standards under the applicable corporate governance rules of
the stock exchange(s).


 






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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 Director, 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 2022 Share Incentive Plan of Zhihu Inc., as amended and/or restated from time to time.


 


2.25         “Related
Entity” means any business, corporation, partnership, limited liability company or other entity in which the Company, a Parent
or Subsidiary of the Company holds a substantial ownership interest, directly or indirectly, or controls through contractual arrangements
and consolidates the financial results according to applicable accounting standards, but which is not a Subsidiary and which the Board
designates as a Related Entity for purposes of the Plan.


 


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


 


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


 


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


 


2.29         “Share”
means the class A ordinary shares of the Company, par value US$0.000125 per share, 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 or controlled
through contractual arrangements 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 a registration statement filed with
and declared effective by the U.S. Securities and Exchange Commission under the Securities Act.


 






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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) (the “Award Pool”) under the Plan shall be
the sum of (i) a maximum of 13,042,731 Shares which may be issued pursuant
to Awards in the form of Options (the “Option Grant Limit”), and (ii)(A) a maximum of 26,085,463
Shares and (B) such number of Shares equivalent to the unused portion of the scheme limit of the 2012 Share Incentive Plan
of the Company as at the expiry of such plan, which may be issued pursuant to Awards in the form of Restricted Share Units (the “Restricted
Share Unit Grant Limit”). The Award Pool, including the Option Grant Limit and the Restricted Share Unit Grant Limit, shall
be equitably adjusted in the event of any share dividend, subdivision, reclassification, recapitalization, split, reverse split, combination,
consolidation or similar transactions.


 


(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 a Group Entity 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). 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 Laws) or Shares purchased on the open market. Additionally, at the discretion of the Committee, any Shares
distributed pursuant to an Award may be represented by American Depository Shares. 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 Directors, 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, is employed, operates or is incorporated. Moreover, the Committee may approve such
supplements to, or amendments, restatements, or alternative versions of, the Plan as it may consider necessary or appropriate for such
purposes without thereby affecting the terms of the Plan as in effect for any other purpose; provided, however, that no such supplements,
amendments, restatements, or alternative versions shall increase the share limitations contained in Section 3.1 of the Plan. Notwithstanding
the foregoing, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate any Applicable Laws.


 






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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)           Timing
of grant. No Option shall be granted to any Participant in circumstances prohibited by any Applicable Laws or at a time when the Participant
would or might be prohibited from dealing in the Shares by any Applicable Laws. No Option shall be granted to any Participant where such
person is in possession of any unpublished inside information in relation to the Company until such inside information has been published
in an announcement in accordance with the Applicable Laws. Furthermore, no Option shall be granted:


 


(i)            during
the period of 60 days immediately preceding the publication date of the annual results of the Company or, if shorter, the period from
the end of the relevant financial year up to the publication date of such results; and


 


(ii)            during
the period of 30 days immediately preceding the publication date of the half-year results of the Company or, if shorter, the period from
the end of the relevant half-year period up to the publication date of such results.


 


Such period will also cover any period
of delay in the publication of any results announcement.


 


(b)           Maximum
Individual Limit. Unless approved by the Company’s shareholders in general meeting, the total number of Shares issued and to
be issued upon the exercise of Options granted and to be granted under the Plan and any other plan of the Company to a Participant within
any 12-month period shall not exceed 1% of the Shares issued and outstanding at the date of any grant.


 


(c)           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 shall not be lower than the Fair Market Value of the Shares on the date of grant. The exercise price per Share subject to an Option
may be amended or adjusted in the absolute discretion of the Committee, the determination of which shall be final, binding and conclusive,
provided the new exercise price shall not be lower than the Fair Market Value of the Shares on the date of grant. For the avoidance of
doubt, to the extent not prohibited by Applicable Laws or any exchange rule, a downward adjustment of the exercise prices of Options mentioned
in the preceding sentence shall be effective without the approval of the Company’s shareholders or the approval of the affected
Participants.


 






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(d)           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. Any Option granted but not exercised by the end of its term will automatically lapse and be cancelled.


 


(e)           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.


 


(f)            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.


 


(g)           Effects
of Termination of Employment or Service on Options. Termination of employment or service shall have the following effects on Options
granted to the Participants:


 


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


 


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


 


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



 






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



 


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



 


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


 


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



 


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



 


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



 


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


 


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


 






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(b)            Exercise
Price. The exercise price of an Incentive Share Option shall be equal to the Fair Market Value on the date of grant. However, the
exercise price of any Incentive Share Option granted to any individual who, at the date of grant, owns Shares possessing more than ten
percent of the total combined voting power of all classes of shares of the Company or any Parent or Subsidiary of the Company may not
be less than 110% of Fair Market Value on the date of grant and such Option may not be exercisable for more than five years from the date
of grant.


 


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


 


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


 


(e)            Right
to Exercise. During a Participant’s lifetime, an Incentive Share Option may be exercised only by the Participant.


 


5.3


 


Article 6


 


RESTRICTED SHARE UNITS


 


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


 


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


 


6.3           Form and
Timing of Payment of Restricted Share Units. At the time of grant, the Committee shall specify the date or dates on which the Restricted
Share Units shall become fully vested and nonforfeitable. Upon vesting, the Committee, in its sole discretion, may pay Restricted Share
Units in the form of cash, Shares or a combination thereof.


 


6.4           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 Share Units that are at that time unvested shall be forfeited or repurchased
in accordance with the Award Agreement; provided, however, the Committee may (a) provide in any Restricted Share Unit Award
Agreement that restrictions or forfeiture and repurchase conditions relating to Restricted Share Units will be waived in whole or in part
in the event of terminations resulting from specified causes, and (b) in other cases waive in whole or in part restrictions or forfeiture
and repurchase conditions relating to Restricted Share Units.


 






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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           No
Transferability; Limited Exception to Transfer Restrictions.


 


8.2.1        Limits
on Transfer. Unless otherwise expressly provided in (or pursuant to) this Section 7.2, by applicable law and by the Award Agreement,
as the same may be amended:


 


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



 


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



 


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



 


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


 


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


 


		(a)	transfers to the Company or a Subsidiary;



 


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



 


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



 






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









 


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



 


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


 


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.


 


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


 






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


 


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


 


7.7           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, 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 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
or the share price of a Share, the Committee shall make such proportionate adjustments, if any, as the Committee in its discretion may
deem appropriate to reflect such change with respect to (a) the aggregate number and type of shares that may be issued under the
Plan (including, but not limited to, adjustments of the limitations in Section 3.1); (b) the terms and conditions of any outstanding
Awards (including, without limitation, any applicable performance targets or criteria with respect thereto); and (c) the grant or
exercise price per share for any outstanding Awards under the Plan.


 






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8.2           Corporate
Transactions. Except as may otherwise be provided in any Award Agreement or any other written agreement entered into by and between
the Company and a Participant, if the Committee anticipates the occurrence, or upon the occurrence, of a Corporate Transaction, the Committee
may, in its sole discretion, provide for (i) any and all Awards outstanding hereunder to terminate at a specific time in the future
and shall give each Participant the right to exercise the vested portion of such Awards during a period of time as the Committee shall
determine, or (ii) the purchase of any Award for an amount of cash equal to the amount that could have been attained upon the exercise
of such Award (and, for the avoidance of doubt, if as of such date the Committee determines in good faith that no amount would have been
attained upon the exercise of such Award, then such Award may be terminated by the Company without payment), or (iii) the replacement
of such Award with other rights or property selected by the Committee in its sole discretion or the assumption of or substitution of such
Award by the successor or surviving corporation, or a Parent or Subsidiary thereof, with appropriate adjustments as to the number and
kind of Shares and prices, or (iv) payment of such Award in cash based on the value of Shares on the date of the Corporate Transaction
plus reasonable interest on the Award through the date as determined by the Committee when such Award would otherwise be vested or have
been paid in accordance with its original terms, if necessary to comply with Section 409A of the Code.








 


8.3           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.


 


8.4           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, and 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 Board or a committee of one or more members of the Board (the “Committee”) to
whom the Board shall delegate the authority to grant or amend Awards to Participants other than any of the Committee members, Independent
Directors and executive officers of the Company. Reference to the Committee shall refer to the Board in absence of the 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 Laws, and with respect to Awards granted to the Committee members, Independent Directors and executive officers of
the Company and for purposes of such Awards the term “Committee” as used in the Plan shall be deemed to refer to the Board.


 






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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 unanimously in writing all members 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 a Group Entity, 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 the Committee. Subject to any specific designation in the Plan, the Committee has the exclusive power, authority and discretion
to:


 


(a)            designate
Participants to receive Awards;


 


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


 


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


 


(d)            designate
an administrator to administer the Awards to Participants other than Committee members, independent directors or executive officers of
the Company, including designating Participants to receive Awards, determining the type or types of Awards to be granted to each Participant,
and determining the number of Awards to be granted and the number of Shares to which an Award will relate;


 


(e)            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, and 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;


 


(f)            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;


 


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


 


(h)            decide
all other matters that must be determined in connection with an Award;


 


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


 


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


 






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(k)            amend
terms and conditions of Award Agreements; and


 


(l)            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, including design and adopt from time to time new types of Awards that are in compliance with Applicable Laws.


 


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.


 


9.5           Shareholders’
approval. Notwithstanding the other provisions of this Plan, to the extent required under the rules of any securities exchange
or market system on which the Shares are listed, amendments to the terms of Options granted under the Plan shall be subject to approval
by the Company’ shareholders entitled to vote at a meeting of shareholders.


 


Article 10


 


EFFECTIVE AND EXPIRATION DATE


 


10.1         Effective
Date. The Plan shall become effective as of the date on which the Board adopts the Plan or as otherwise specified by the Board when
adopting the Plan (the “Effective Date”).


 


10.2         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 11


 


AMENDMENT, MODIFICATION, AND TERMINATION


 


11.1        Amendment,
Modification, and Termination. At any time and from time to time, the Board may terminate, amend or modify the Plan; provided,
however, that (a) to the extent necessary and desirable to comply with Applicable Laws or stock exchange rules, the Company shall
obtain shareholder approval of any Plan amendment in such a manner and to such a degree as required, unless the Company decides to follow
home country practice in lieu of shareholder approval as permissible under the applicable stock exchange rules, and (b) unless the
Company decides to follow home country practice in lieu of shareholder approval as permissible under the applicable stock exchange rules,
shareholder approval is required for any amendment to the Plan that increases the number of Shares available under the Plan (other than
any adjustment as provided by Article 8 or 3.1(a)).


 


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. In the event that the Plan is terminated while any Award remains outstanding and unexercised or unvested, the provisions
of this Plan shall remain in full force to the extent necessary to give effect to the exercise or vesting of any such Award.


 






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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. Accordingly, except as otherwise determined by the Committee, a Participant
shall not have any voting rights, or rights to participate in any dividends or distributions (including those arising on a liquidation
of the Company) declared or recommended or resolved to be paid to the shareholders on the register of members of the Company on a date
prior to the name of such Participant being registered on such register.


 


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 Applicable Laws to be withheld
with respect to any taxable event concerning a Participant arising as a result of this Plan. The Committee may in its discretion and in
satisfaction of the foregoing requirement allow a Participant to elect to have the Company withhold Shares otherwise issuable under an
Award (or allow the return of Shares) having a Fair Market Value equal to the sums required to be withheld. Notwithstanding any other
provision of the Plan, the number of Shares which may be withheld with respect to the issuance, vesting, exercise or payment of any Award
(or which may be repurchased from the Participant of such Award after such Shares were acquired by the Participant from the Company) in
order to satisfy any income and payroll tax liabilities applicable to the Participant with respect to the issuance, vesting, exercise
or payment of the Award shall, unless specifically approved by the Committee, be limited to the number of Shares which have a Fair Market
Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding
rates for the applicable income and payroll tax purposes that are applicable to such supplemental taxable income.


 


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 employment or services 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 relevant Group Entity.


 






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


 


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 any Group Entity 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 Group Entities.


 


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 Shares shall be issued and the Committee shall determine, in its discretion, whether cash shall be given in
lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding up or down as appropriate.


 


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


 


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


 






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


 


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


 


12.15      Appendices.
Subject to Section 11.1, the Committee may approve such supplements, amendments or appendices to the Plan as it may consider necessary
or appropriate for purposes of compliance with Applicable Laws or otherwise and such supplements, amendments or appendices shall be considered
a part of the Plan; provided, however, that no such supplements shall increase the share limitation contained in Section 3.1 of the
Plan without the approval of the Board.


 






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