Exhibit 10.4


 


FWD Long Term Incentive Plan


Plan Rules


 


adopted by


 


FWD Group Holdings Limited


 


with effect on _____________________


 


WARNING: The contents of this Plan and the
documents referred to in it have not been reviewed by any regulatory authority in Hong Kong and the United States. You are advised
to exercise caution in relation to the offer of Restricted Stock Units and Performance Stock Units. If you are in any doubt about
any of the contents of this Plan, you should obtain independent professional advice.


 


This Plan does not constitute an offer or
invitation to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of
the Laws of Hong Kong) (the “Companies Ordinance”) or the Securities and Futures Ordinance (Cap. 571 of
the Laws of Hong Kong), and it is made on terms that only the qualifying person (as defined in the Companies Ordinance) to whom this
invitation has been addressed is eligible to apply. Restricted Stock Units and Performance Stock Units offered in relation to the
Plan may not be offered or sold in Hong Kong by means of any document, except in circumstances which do not result in the document
being a “prospectus” as defined in the Companies Ordinance or which do not constitute an offer to the public within the
meaning of that Ordinance.


 


No person may issue or possess for the purposes
of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to Restricted Stock Units and Performance
Stock Units offered in relation to the Plan, which is directed at, or the contents of which are likely to be accessed or read by, the
public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Restricted Stock
Units and Performance Stock Units which are or are intended to be disposed of only to persons outside Hong Kong.


 






     


     


    

 


Contents


 


 


	Clause Number	Heading	Page


 


	1.	Definitions and Interpretation	1
	 	 	 
	2.	Purpose of the Plan	5
	 	 	 
	3.	Conditions applicable to the granting, acceptance, Vesting and Delivery of Awards	5
	 	 	 
	4.	Duration and Termination	5
	 	 	 
	5.	Administration and disputes	6
	 	 	 
	6.	Grant of Awards	7
	 	 	 
	7.	Acceptance of an Award	8
	 	 	 
	8.	Rights of Award Holders	8
	 	 	 
	9.	Transfer of Awards	8
	 	 	 
	10.	Vesting or Lapse of Awards	8
	 	 	 
	11.	Delivery of Shares	9
	 	 	 
	12.	Maximum number of Shares available	10
	 	 	 
	13.	Malus and Clawback	11
	 	 	 
	14.	Corporate Events	11
	 	 	 
	15.	Reorganisation of Capital Structure	12
	 	 	 
	16.	Amendment to these Plan Rules and Awards granted	12
	 	 	 
	17.	Cancellation and exchange of Awards	13
	 	 	 
	18.	Miscellaneous	13



 






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		1.	Definitions and Interpretation



 


		1.1	Definitions: In these Plan Rules, unless the context otherwise requires, the following expressions
have the following meanings:



 


	Acceptance Period	 	the period to be set out in the Grant Letter during which the grant of Awards will be open for acceptance by the Participant and this period cannot be longer than 10 Business Days from the date of the Grant Letter;
	American Depository Receipt or ADR	 	the physical certificate evidencing ownership in ADSs, issued by the Depositary and listed on the Stock Exchange;
	American Depository Shares or ADS	 	an equity right representing one or more Shares of the Company, or a fraction of a Share of the Company, held on deposit by the Custodian, which carries the corporate and economic rights of the Shares subject to the terms specified in the American Depository Receipt; 
	Articles	 	the memorandum and articles of association of the Company as amended from time to time;
	Auditors 	 	the auditors of the Company from time to time; 
	Authorized Committee	 	the compensation committee (or any other duly authorized and constituted committee) of the Board acting in accordance with the authority delegated to it by the Board;
	Award	 	an award granted under this Plan in the form of RSUs or PSUs;  
	Award Holder 	 	any Participant who accepts the grant of any Award in accordance with these Plan Rules and a Grant Letter or (where the context so permits) his Personal Representative(s);
	Board	 	the board of directors of the Company (or its Authorized Committee, unless otherwise specified);
	Business Day	 	any day on which the Stock Exchange is open for the business of dealing in securities;
	Cash Payment 	 	
    an amount in cash to be paid to an Award Holder
    in satisfaction of an Award upon its Vesting, which shall be determined by the Company in accordance with the formula set out below:

     

    Cash Payment = A x B

     

    where A is the number of Shares to be Delivered
    and B is the Market Value of a Share on the relevant Vesting Date and the Company's determination of the amount of the Cash Payment shall,
    in the absence of fraud or manifest error, be binding on the Company and the relevant Award Holder;




 






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	Company	 	PCGI Intermediate Holdings Limited, to be renamed as FWD Group Holdings Limited prior to the Listing;
	Companies Act	 	the Companies Act, Cap 22 (Law 3 of 1961), of the Cayman Islands, as amended and restated from time to time; 
	Custodian	 	the bank appointed to hold any ADSs on deposit upon or after the Listing;
	Delivery	 	the Shares being allotted and issued to the Award Holder pursuant to the Vesting of an Award, and “Deliver”, and “Delivered” shall be construed accordingly;
	Depository	 	the United States bank appointed by the Company to issue any American Depositary Receipts upon or after the Listing;
	Eligible Person	 	an employee, consultant or director employed or engaged by an Employer, whether or not the contract of employment or service is written or oral and comprised in one or more documents and whether full time or part time (except an employee, consultant or director who has submitted his notice of resignation or termination to his Employer or whose contract of employment or service has been terminated (summarily dismissed or otherwise) by his Employer);
	Employer	 	in relation to an Eligible Person, means the member of the Group which employs or engages him;
	Grant Date	 	the date of grant specified in the Grant Letter;
	Grant Letter	 	a letter of grant substantially in such form as approved by the Board from the Company to a Participant setting out the terms and conditions of the grant of an Award in accordance with Clause 6.2; 
	Group	 	the Company and its subsidiaries;  
	Hong Kong	 	the Hong Kong Special Administrative Region of the People’s Republic of China;
	Listing 	 	the initial public offering and listing of the Shares on the Stock Exchange; 
	Listing Date 	 	the date on which the Shares are first listed and from which dealings in the Shares are permitted to take place on the Stock Exchange;
	Listing Rules	 	the Rules Governing the Listing of Securities on the Stock Exchange, as amended or supplemented from time to time;
	Mandate Limit	 	the total number of Shares in respect of Awards which may be granted under this Plan from time to time pursuant to Clause 12.1, as may be refreshed pursuant to Clause 12.2; 



 






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	Market Value 	 	in relation to a Share on any day, (a) if listed on any established securities exchange or national market system or quoted or traded on any automated quotation system, the closing sales price for a Share as quoted on such exchange or system for such date or, if there is no closing sales price for a Share on the date in question, the closing sales price for a Share on the last preceding date for which such quotation exists, as reported in The Wall Street Journal or such other source as the Board deems reliable, (b) if not listed on an established securities exchange, national market system or automated quotation system, but regularly quoted by a recognized securities dealer, the mean of the high bid and low asked prices for such date or, if there are no high bid and low asked prices for a Share on such date, the high bid and low asked prices for a Share on the last preceding date for which such information exists, as reported in The Wall Street Journal or such other source as the Board deems reliable, or (c) if neither listed on an established securities exchange, national market system or automated quotation system nor regularly quoted by a recognized securities dealer, a value established by the Board in its discretion;
	Mr. Li	 	Mr. Richard Tzar Kai Li;
	Participant	 	any Eligible Person who receives a grant of an Award pursuant to Clause 6.2;
	PCG	 	Pacific Century Group, an Asia-based private investment group ultimately wholly owned by Mr. Li;
	PCG Group	 	PCG and its subsidiaries, excluding for these purposes, the Group;
	Personal Representative	 	the person or persons who, according to the laws of succession applicable in respect of the death of an individual, is or are entitled to deal with the property of that individual;
	Plan	 	this FWD Long Term Incentive Plan, as amended from time to time;
	Plan Period	 	has the meaning given to it in Clause 4.3;
	Plan Rules	 	these rules of the Plan, as amended from time to time;
	PSU	 	a performance share unit, being a contingent right to receive a Share subject to certain performance conditions; 
	RSU	 	a restricted share unit, being a contingent right to receive a Share, subject to certain time-based vesting conditions;
	Share	 	
    a fully paid Class A ordinary share of the Company, or if
applicable, the number or fraction of ADS representing a Class A ordinary share;




 






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	Shareholder(s)	 	
    the holder(s) of Shares and any other issued shares of the
Company (as applicable);

	Stock Exchange 	 	a U.S. national securities exchange (i.e., NYSE and NASDAQ) or any other established stock exchange; 
	subsidiary 	 	has the meaning ascribed to it in the Listing Rules;
	Vesting	 	the Award Holder becoming entitled to receive the Shares underlying the Awards, and “Vest”, “Vested”, “Unvested” will be construed accordingly;
	Vesting Date(s)	 	has the meaning given to it in Clause 10.1; and
	Vesting Determination Notice	 	has the meaning given to it in Clause 10.4.


 


		1.2	Construction of Reference: In these Plan Rules:



 


		(a)	a reference to any ordinance, statute, statutory provision, rule or regulation includes a reference
to the same as it may have been, or may from time to time be, amended, modified, re-enacted or replaced and includes any order, regulation,
instrument, other subordinate legislation, guidance or practice note under the relevant ordinance, statute, provision, rule or regulation;



 


		(b)	a reference to any document (including these Plan Rules) includes a reference to that document as amended,
consolidated, supplemented, novated or replaced from time to time;



 


		(c)	a reference to a person includes any individual, firm, company, government, state or agency of a state
or any joint venture, association or partnership (whether or not having separate legal personality); and



 


		(d)	a reference to a Clause will be to a clause in these Plan Rules unless the context requires otherwise.



 


		1.3	Interpretation: In these Plan Rules:



 


		(a)	headings are inserted for convenience only and do not affect the construction of these Plan Rules;



 


		(b)	words importing the singular include the plural and vice versa;



 


		(c)	words importing a gender include every gender; and



 


		(d)	the rule known as the ejusdem generis rule will not apply and, accordingly, general words
introduced by the word “other” will not be given a restrictive meaning by reason of the fact that they are preceded by words
indicating a particular class of acts, matters or things and references to the word “include” or “including”
(or any similar term) are not to be construed as implying any limitation.



 






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		2.	Purpose of the Plan



 


		2.1	Purpose of the Plan: The purpose of the Plan is to:



 


		(a)	provide the Company with a flexible means to retain, incentivize, reward, remunerate and/or compensate
its Eligible Persons who are senior executives; and



 


		(b)	drive the performance and growth of the Group’s business by providing such Eligible Persons with
the opportunity to acquire equity interests in the Company.



 


		2.2	Discretion of the Board: This Plan may be (but is not obliged to be) used by the Company,
at the discretion of the Board and according to the terms of these Plan Rules, in conjunction with any cash-based compensation, incentive
compensation or bonus plan.



 


		2.3	Additional Criteria: For the avoidance of doubt, the Board shall have the sole and absolute
discretion to determine if any additional criteria shall apply in respect of eligibility to participate in the Plan.



 


		3.	Conditions applicable to the granting, acceptance, Vesting and Delivery of Awards



 


To the extent any applicable law, rule or
regulation (including the Listing Rules and any registration requirements) or any internal guideline or code of corporate governance
of the Company requires the compliance with or satisfaction of any practice, requirement, condition, approval or obligation in respect
of the grant or acceptance or Vesting of such Award or Delivery of such Shares will be subject to full compliance with or satisfaction
of all such practices, requirements, conditions, approvals or obligations irrespective of whether they are set out in the Grant Letter
or these Plan Rules. In addition to the terms and conditions provided herein, the Company may require that a Participant make such reasonable
covenants, agreements and representations as the Company, in its sole discretion, deems advisable in order to comply with applicable law.


 


		4.	Duration and Termination



 


		4.1	Effective Date: This Plan shall take effect subject to:



 


		(a)	the passing of resolutions by the Board (and the Shareholders, to the extent necessary under applicable
law) to approve and adopt this Plan and to authorize the Board to grant Awards pursuant to this Plan and to allot and issue Shares pursuant
to the Vesting of any Awards;



 


		(b)	the Stock Exchange granting the approval of the listing of, and permission to deal in, the Shares to be
allotted and issued pursuant to the Vesting of any Awards, if applicable; and



 


		(c)	the commencement of trading of the Shares on the Stock Exchange.



 


		4.2	Automatic Termination: If any of the conditions set out in Clause 4.1 above are not
satisfied on or before 31 December 2022, this Plan shall terminate immediately and any Awards granted or agreed to be granted pursuant
to this Plan shall be of no effect and no person shall be entitled to any rights or benefits or be under any obligations under or in respect
of this Plan.



 


		4.3	Plan Duration: This Plan shall be valid and effective for the period commencing upon the
satisfaction of all of the conditions in Clause 4.1 and expiring on the tenth (10th) anniversary thereof or such earlier
date as the Plan is terminated at any time by the Company or the Board for any reason (the “Plan Period”). After the
Plan Period, the Company cannot grant new Awards.



 






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		4.4	Validity Period: After the Plan Period, for so long as there are Unvested or partly Vested
Awards, these Plan Rules will remain in full force and effect for the purpose of giving effect to the Vesting of such Award (and
Delivery of the relevant Shares) or otherwise as may be required in accordance with these Plan Rules.



 


		5.	Administration and disputes



 


		5.1	Administration: This Plan will be administered by the Board. The Board shall have the power,
at its discretion and based on such factors and circumstances as it considers relevant and appropriate, to make, vary or rescind guidelines,
rules or regulations for the administration of this Plan provided such guidelines, rules and regulations are consistent with
these Plan Rules and applicable laws, rules and regulations (including the Listing Rules).



 


		5.2	Delegation: The Board may delegate part or all of its powers under the Plan to the Authorized
Committee. In the case of a delegation of powers, the Board may retain full authority to exercise all the rights and obligations of the
Authorized Committee under the Plan at any time whatsoever, or to delegate them to another committee constituted by the Board.



 


		5.3	Disputes: The decision of the Board on the interpretation of these Plan Rules or any
other terms and conditions relating to this Plan or an Award or whether a circumstance exists which may affect the treatment of any Award
or Award Holder under this Plan will be final, conclusive and binding (in the absence of manifest error) on all parties.



 


		5.4	Powers of the Board: Subject to all applicable laws, rules and regulations or any internal
guidelines or code of corporate governance from time to time in force and the terms of these Plan Rules, the Board has the power, at its
discretion and based on such factors and circumstances as it considers relevant and appropriate, to:



 


		(a)	grant Award(s) to Eligible Person(s) whom it selects;



 


		(b)	determine when any Award will be granted;



 


		(c)	determine the terms and conditions of each Award as set out under Clause 6.2;



 


		(d)	determine the number of Shares underlying each Award;



 


		(e)	determine whether the terms and conditions of each Award (including but not limited to the terms and conditions
for Vesting) have been satisfied and the number of Shares to be Delivered to an Award Holder;



 


		(f)	determine all other matters in connection with the grant of each Award;



 


		(g)	amend or change the provisions of the Plan Rules under Clause 16.1 or (subject to the written
consent of the Award Holder to the extent the consent of the Award Holder is required pursuant to Clause 16.5) any Grant Letters
under Clause 16.5) or terminate these Plan Rules under Clause 4.3;



 


		(h)	exercise any powers to determine whether any Award has lapsed pursuant to Clause 10.5;



 


		(i)	elect that the Vested portion of an Award shall be settled by Cash Payment in lieu of the Delivery of
the relevant Shares to the Award Holder pursuant to Clause 11.4;



 


		(j)	make any adjustment of the outstanding Awards in the event of a consolidation or subdivision of Shares
in the Company whilst any Award remains outstanding;



 






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		(k)	take any other action in order to operate and administer the Plan in accordance with the terms of these
Plan Rules and any applicable law, rule or regulation or any internal guideline or code of corporate governance; and



 


		(l)	make all other decisions and determinations as may be required under the terms of these Plan Rules or
as the Board may deem necessary or advisable for the administration of this Plan.



 


		5.5	No liability of members of the Board: Each member of the Board shall be entitled to, in
good faith, rely or act upon any report or other information furnished to him by any employee, officer, consultant or agent of any member
of the Group, or professional advisers retained by any member of the Group in relation to this Plan or these Plan Rules. No member of
the Board, nor any employee, officer, consultant, agent or professional adviser acting on behalf of, or according to the direction of,
the Board, shall be personally liable for any action, determination or interpretation taken or made with respect to this Plan or these
Plan Rules.



 


		5.6	Appointment of an Administrator: The Board may, to the extent permitted by applicable law,
appoint a third party administrator to assist with the administration and other matters related to this Plan.



 


		6.	Grant of Awards



 


		6.1	Grant of Awards: Subject to the terms of these Plan Rules and all applicable laws,
rules and regulations, the Board can during the Plan Period grant Awards to the relevant Eligible Persons.



 


		6.2	Grant Letter: The Board will grant Awards by Grant Letters. Subject to Clause 5.4,
each Grant Letter will specify:



 


		(a)	the name of the Participant;



 


		(b)	the Grant Date;



 


		(c)	the Vesting Date(s);



 


		(d)	any condition(s) to Vesting;



 


		(e)	the number of Shares underlying the Award;



 


		(f)	the Acceptance Period; and



 


		(g)	such other terms and conditions to which the Award will be subject.



 


The Grant Letter will contain provisions
requiring the Participant to: (i) undertake to hold the Award on the terms and conditions on which it is granted pursuant to the
Grant Letter; and (ii) agree to be bound by these Plan Rules.


 


		6.3	Timing: No grant of Award shall be made to, nor shall any grant of Award be capable of acceptance
by, any Award Holder at a time when the Company and/or the Award Holder would or might be prohibited from dealing in the Shares by the
Listing Rules or by any other applicable laws, regulations or rules (including internal rules and policies).



 






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		7.	Acceptance of an Award



 


		7.1	Acceptance: An Award will be open for acceptance by the Participant during the Acceptance
Period. Only the Participant can accept an Award and no other person, including his Personal Representative(s), can accept it on his behalf,
unless otherwise agreed by the Board.



 


		7.2	Manner of Acceptance: A Participant accepts an Award by signing a duplicate copy of the
Grant Letter and returning it to the Company by no later than the last day of the Acceptance Period.



 


		7.3	Failure to Accept: If an Award is not accepted in the manner set out in Clause 7.2,
the entire Award will be deemed to have been irrevocably declined and will automatically lapse. In addition, an Award subject to acceptance
will immediately and automatically lapse if, during the Acceptance Period, the Participant gives or receives notice to terminate his employment
or service so as to cease to be an Eligible Person.



 


		8.	Rights of Award Holders



 


An Award Holder cannot vote or receive dividends
and does not have any right of a Shareholder in respect of Shares subject to an Award until the Shares are Delivered to the Award Holder.


 


		9.	Transfer of Awards



 


Save with the prior written consent of the Board,
an Award Holder cannot sell, transfer, assign, charge, mortgage, encumber or create any interest in favour of any third party over or
otherwise dispose of any of his Award or purport to do any of the foregoing. If an Award Holder does, whether voluntarily or involuntarily,
any of the foregoing without the prior written consent of the Board, the Award will immediately and automatically lapse.


 


		10.	Vesting or Lapse of Awards



 


		10.1	Vesting Schedule: Subject to the rest of the provisions in this Clause 10 (and other
relevant terms and conditions as set out in these Plan Rules and the Grant Letter):



 


		(a)	Awards of PSUs shall Vest in three years after the Grant Date; and



 


		(b)	Awards of RSUs shall Vest in two equal tranches as follows:



 


		(i)	Tranche 1: three years following the Grant Date; and



 


		(ii)	Tranche 2: four years following the Grant Date,



 


each a “Vesting Date”,
provided that the Board may at any time in its sole and absolute discretion apply a different vesting schedule in the Grant Letter in
respect of an Award and the Board is not required to apply the same terms and conditions to all Awards.


 


		10.2	Satisfaction of Vesting and Performance condition(s): Unless otherwise provided in these
Plan Rules, an Award (or the relevant part thereof) will not Vest unless and until all applicable conditions to which it is subject have
been satisfied (subject to the determination of the number of Shares, if any, to be Delivered to the Award Holder in accordance with the
satisfaction of the relevant Vesting conditions as provided in the Grant Letter). An Award may Vest in full or in part, or an Award may
not Vest at all, according to the terms and conditions of the Grant Letter.



 






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		10.3	Lapse of Awards on expiry or failure to satisfy conditions: In addition to Clause 7.3,
Clause 9 and Clause 10.5 and subject to Clause 10.1, an Award will automatically lapse and become null and void on
the earlier of:



 


		(a)	the failure to satisfy the Vesting conditions pursuant to Clause 10.2; and



 


		(b)	(whether the Award (or any part of it) has Vested or is Unvested) the Award Holder failing to obtain all
necessary consents or make all necessary registrations referred to in Clause 18.8 within 20 Business Days after the date of any
notice by the Board to the Award Holder requesting proof that such consents and registrations have been obtained or made in accordance
with Clause 18.8.



 


		10.4	Vesting Determination Notice: Within one month of the relevant Vesting Date, the Board may
(but is not obliged to) provide a notice to the Award Holder confirming the number of PSUs and RSUs (if any) that have Vested pursuant
to and in accordance with the terms and conditions of the Grant Letter and these Plan Rules (the “Vesting Determination
Notice”).



 


		10.5	Treatment of Awards on the occurrence of certain events



 


		(a)	Cessation of employment or service of an Award Holder due to death, ill health, serious injury or
disability, or retirement: If the Award Holder gives or receives notice to terminate his employment or service with the Group
before an applicable Vesting Date due to ill health, serious injury or disability, or retirement, or ceases to be an Eligible Person due
to death, any Unvested portion of the Award shall continue to Vest in accordance with the Vesting Date(s), unless otherwise determined
by the Board. The Board may determine whether any changes shall apply to the terms and conditions of any Unvested portion of the Award,
and if so, what those changes are.



 


		(b)	Cessation of employment or service of an Award Holder under other circumstances or transfer of
                                                               employment or service of an Award Holder: If the Award Holder gives or receives notice to terminate his employment or
                                                               service with the Group before an applicable Vesting Date for any reason other than those specified in Clause 10.5(a) (for
                                                               the avoidance of doubt, including but not limited to resignation, misconduct, redundancy and any other circumstances), or if the
                                                               Award Holder was employed or engaged by a member of the Group at the Grant Date but transfers to a member of the PCG Group before an
                                                               applicable Vesting Date, any Unvested portion of the Award will lapse in its entirety on the date that the Award Holder gives or
                                                               receives notice to terminate his employment or service with the Group, unless otherwise determined by the Board.



 


		(c)	For the avoidance of doubt, a resolution of the Board to the effect that a person ceases to be an Eligible
Person in accordance with Clause 10.5(a) or Clause 10.5(b), as the case may be, will be conclusive and binding on the
person.



 


		(d)	References to the Board in this Clause 10.5 excludes any Authorized Committee, unless otherwise
directly instructed, authorized or approved by the Board.



 


		11.	Delivery of Shares



 


		11.1	Delivery of Shares: Subject to the terms and conditions of these Plan Rules (and the
requirement to obtain all necessary consents or file all necessary registrations referred to in Clause 10.3(b) and Clause
18.8), the Shares (if any) will be Delivered at any time up to two weeks after the date of the Vesting Determination Notice given
in accordance with Clause 10.4. If no Vesting Determination Notice is issued by the Company, the Shares (if any) will be Delivered
at any time up to six weeks after the Vesting Date.



 






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		11.2	ADSs to be Delivered: If ADSs will be Delivered and the number of Shares represented by
an ADS is other than on a one-to-one basis, then the number of ADSs to be Delivered to Award Holders may be adjusted and rounded down
to the nearest whole number if necessary, provided that no fractional ADSs will be Delivered to Award Holders. The Company, in its sole
discretion, may (i) retain physical possession of any stock certificate evidencing Shares until any restrictions thereon shall have
lapsed and/or (ii) require that the stock certificates evidencing such Shares be held in custody by a designated escrow agent (which
may but need not be the Company) until the restrictions thereon shall have lapsed, and that the Award Holder deliver a stock power, endorsed
in blank, relating to such Shares.



 


		11.3	Restrictions on Vesting and Delivery: No Award may Vest and no Shares may be Delivered if
such Vesting or Delivery would, in the opinion of the Board, be in breach of these Plan Rules, any applicable law, rule or regulation
(including the Listing Rules) or the terms and conditions of the relevant Award.



 


		11.4	Allotment and Issue: For the purpose of Clause 11.1, the Company may in its sole
and absolute discretion:



 


		(a)	allot and issue the relevant number of Shares to the Award Holder credited as fully paid;



 


		(b)	transfer the relevant number of Shares (which consists of treasury Shares or Shares the Company has purchased
on the market in accordance with applicable laws and regulations including the Listing Rules) to the Award Holder credited as fully paid;
or



 


		(c)	pay or procure the payment of a Cash Payment (and the Company may in its discretion pay or procure the
payment of the Cash Payment in Hong Kong dollars or the equivalent in the Award Holder’s local currency (converted on the basis
of such exchange rate as the Company may in its discretion determine)).



 


Notwithstanding the foregoing, if the
Company, the administrator or any Award Holder would or might be prohibited by the Listing Rules or by any other applicable laws,
regulations or rules (including any dealing code of the Company) from dealing in the Shares, the date on which the relevant Shares
shall be Delivered to the Award Holder shall occur as soon as possible after the date when such dealing is permitted.


 


		11.5	Ranking: Shares to be allotted and issued or transferred (as the case may be) under this
Plan will rank pari passu in all respects with the Shares then in issue except for any rights attaching to Shares by reference to a record
date before the date of Delivery.



 


		12.	Maximum number of Shares available



 


		12.1	Mandate Limit: Subject to Clause 12.2, the total number of Shares in respect of Awards
which may be granted under this Plan must not exceed 60,000,000 Shares. This Mandate Limit is also subject to adjustment according to
Clause 15 below. Unless approved pursuant to Clause 12.2, no Awards may be granted if such grant will result in the
Mandate Limit being exceeded. Awards lapsed (or which have been satisfied by a Cash Payment) according to the terms of these Plan Rules will
not be counted for the purpose of calculating the Mandate Limit.



 


		12.2	Refreshing a Mandate Limit: A Mandate Limit may be “refreshed” by the Board
(excluding any Authorized Committee for the purpose of this Clause 12.2 unless otherwise directly instructed, authorized or approved
by the Board) for such number of Shares as the Board considers appropriate and from time to time, subject to Shareholders’ approval
(as necessary) in accordance with applicable laws, rules and regulations (including the Listing Rules).



 






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		13.	Malus and Clawback



 


		13.1	Reduction of an Award:
If circumstances occur which, in the reasonable opinion of the Board, justify a reduction to the Award, the Board may in its discretion
at any time before the Award is Vested determine that the number of Shares in respect of which the Award is granted shall be reduced
to such number (including to nil) as the Board considers appropriate in the circumstances.



 


		13.2	Clawback of an Award:
If circumstances occur which, in the reasonable opinion of the Board, justify a reduction in respect of the Award that has already Vested,
then the Board may in its discretion determine (acting fairly and reasonably) that the Award Holder should repay to the Company (whether
by redemption or repurchase of relevant Shares, payment of cash proceeds or deductions from or set offs against any amounts owed
to the Award Holder by the Company or any member of the Group) an amount equal to the benefit, calculated on an after-tax basis, that
the Award Holder received from such Vesting, provided that the Board may, at its discretion, determine that a lesser amount should be
repaid. Each Award Holder shall be deemed to undertake, as a condition of participation in the Plan, to do all things necessary to complete
the redemption or repurchase of relevant Shares or pay cash in order to comply with this Clause 13 and to expressly authorize deductions
from or set offs against any amounts owed to the Award Holder by the Company or any member of the Group.



 


		14.	Corporate Events



 


		14.1	Corporate Events: In the event of:



 


		(a)	a general offer (other than by way of scheme of arrangement pursuant to Clause 14.1(c) below)
which is made by any person to acquire all the Shares (other than those already owned by the offeror and/or any person controlled by the
offeror and/or any person acting in association or concert with the offeror) and such offer becoming or being declared unconditional prior
to the Vesting of an Award; or



 


		(b)	an offer by way of proposed merger or amalgamation or otherwise (other than by way of scheme of arrangement
pursuant to Clause 14.1(c) below) which is made by any person to acquire all the Shares (other than those already owned by
the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror) and such
offer being accepted by the requisite Shareholder vote or notified to Shareholders by delivery of the final plan of merger (as the case
may be) prior to the Vesting of an Award; or



 


		(c)	an offer by any person for all the Shares (other than those already owned by the offeror and/or any person
controlled by the offeror and/or any person acting in association or concert with the offeror) to be effected by way of scheme of arrangement
is made and which is approved by the necessary number of Shareholders at the requisite meeting(s) prior to the Vesting of an Award;
or



 


		(d)	a compromise or arrangement (other than a scheme of arrangement contemplated in Clause 14.1(c))
between the Company and the Shareholders and/or the creditors of the Company pursuant to the Companies Act is proposed for the purposes
of or in connection with a plan for the reconstruction of the Company or its amalgamation with any other company or companies prior to
the Vesting of an Award,



 


the Board shall, subject to Clause
14.3 and prior to the offer becoming or being declared unconditional or (i) (in the case of Clause 14.1(b)) prior to the
date of Shareholder approval or delivery of the plan of merger to Shareholders (as the case may be) or (ii) (in the case of Clause
14.1(b) or Clause 14.1(c)) prior to the date of the relevant meeting(s), determine in its absolute discretion whether
any Award that has not yet Vested shall Vest. To the extent that any Award does not Vest, it shall lapse automatically on (in the case
of Clause 14.1(a)) the date on which the offer closes; (in the case of Clause 14.1(b)) the date of the Shareholder meeting
or delivery of the plan of merger to Shareholders (as the case may be); (in the case of Clause 14.1(c)) the record date for determining
entitlements under the scheme of arrangement; and (in the case of Clause 14.1(d)) on the date of the meeting of Shareholders or
creditors.


 






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		14.2	General Meeting: In the event a notice is given by the Company to the Shareholders to convene
a general meeting for the purposes of considering and, if thought fit, approving a resolution to voluntarily wind-up the Company prior
to the Vesting of any Award, the Company shall give notice thereof to all the Award Holders on the same day as it despatches to the Shareholders
the notice convening the meeting. Notwithstanding any other terms on which the Award was granted, the Award shall Vest in accordance with
Clause 14.3. The Company shall as soon as possible and in any event no later than two Business Days immediately prior to
the date of the proposed general meeting, procure the allotment and issue or transfer of the relevant number of Shares to the Award Holder
which falls to be allotted and issued or transferred on such Vesting of the Award or procure that a Cash Payment be made to the Award
Holder.



 


		14.3	Accelerated Vesting:
The number of Shares in respect of which any Award Vests pursuant to Clause 14.1 or Clause 14.2 (if any) and the date or
dates on which any such Vesting will occur shall be determined by the Board in its absolute discretion by reference to factors which may
include (a) the extent to which any performance (if applicable) or other conditions to Vesting have been satisfied as at the relevant
event and (b) the proportion of the period from the date of grant to the normal Vesting Date that has elapsed as at the relevant
event.



 


		15.	Reorganisation of Capital Structure



 


In
the event of an alteration in the capital structure of the Company by way of a capitalisation of profits or reserves, bonus issue, rights
issue, open offer, subdivision or consolidation of Shares or reduction of the share capital of the Company in accordance with applicable
laws and the Listing Rules (other than any alteration in the capital structure of the Company as a result of an issue of Shares as
consideration in a transaction to which the Company or any of its subsidiaries is a party or in connection with any share option, restricted
share or other equity-based incentive plans of the Company) whilst any Award has not Vested or has Vested but has not yet been satisfied,
the Board may adjust the nominal value or number of Shares subject to an Award and/or the Mandate Limit as it, in its absolute discretion,
thinks fit. In respect of any such adjustments, the Auditors or an independent financial adviser to the Company (as the case may be) must
confirm to the Board in writing that the adjustments are in their opinion fair and reasonable.


 


		16.	Amendment to these Plan Rules and Awards granted



 


		16.1	Amendment to these Plan Rules: Subject to Clause 16.4, the Board (excluding any Authorized
Committee for the purpose of this Clause 16 unless otherwise directly instructed, authorized or approved by the Board) may amend
any of the provisions of these Plan Rules (other than provisions relating to the Mandate Limit) at any time, save for any change
of the provisions of any Grant Letter in respect of any granted Award which is governed by Clause 16.5.



 


		16.2	Listing: Subject to the provisions of this Clause 16, the Board may at any time by
resolution amend or alter the Plan in any way to the extent necessary or desirable, in the opinion of the Board to cause the Plan to comply
with, or take into account, any statutory provision or the provision or the regulations of any regulatory or other relevant authority
or body or if such amendment or alteration is necessary or desirable in the context of a Listing.



 






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		16.3	Accrued rights not affected: No alteration of these Plan Rules will operate to affect
adversely any right which any Award Holder has accrued on that date before the effective date of such resolution, save to the extent any
such alteration is made to cause these Plan Rules to comply with the relevant requirements of all laws, rules and regulations.



 


		16.4	Compliance with applicable laws: The amended terms of these Plan Rules and the Awards
shall comply with the relevant requirements of all laws, rules and regulations (including the Listing Rules).



 


		16.5	Amendment to Grant Letter in respect of an Award: Any amendment to the terms of a Grant
Letter in respect of an Award granted may be made with the written consent of the Board and the Award Holder, save where the amendments
take effect automatically under the terms of these Plan Rules or the Grant Letters, or to the extent any such amendment is made to
cause these Plan Rules and the transactions contemplated hereunder to comply with the relevant requirements of all laws, rules and
regulations (in which case the written consent of the Award Holder is not required), or to the extent any such amendments are made to
correct a manifest error, provided that the amendments shall be consistent with the terms of these Plan Rules and no amendment shall
be made if it would result in the Mandate Limit being exceeded.



 


		17.	Cancellation and exchange of Awards



 


		17.1	Cancellation: The Board may at any time with the consent of and on such terms as may be
agreed with the Award Holder cancel any Awards (of part thereof) previously granted but which have not yet Vested or have only partly
Vested and offer the Award Holder new awards of an equivalent value in the Company under this Plan or another company pursuant to a different
equity incentive plan (as applicable). Where the Company cancels Awards and offers new Awards under this Plan to the same Award Holder,
the offer of such new Awards may only be made with available Shares to the extent not yet granted within the limits approved by Shareholders
prescribed by Clause 12.



 


		18.	Miscellaneous



 


		18.1	Costs: The Company will bear the costs of establishing and administering this Plan.



 


		18.2	Not part of service or employment contract: This Plan does not form part of any contract
of employment or services between (a) the Company and any Eligible Person; or (b) the Employer and any Eligible Person. The
rights and obligations of any Eligible Person under the terms of his employment or provision of services will not be affected by his participation
in this Plan. Subject to applicable laws, rules and regulations, this Plan does not give any Eligible Person any additional rights
to compensation or damages in consequence of the termination of such employment or office or provision of service for any reason.



 


		18.3	No legal or equitable right: This Plan will not confer on any person any legal or equitable
right (other than those constituting the Awards themselves) against any member of the Group or any member of the PCG Group directly or
indirectly or, other than in relation to the rights attached to the Awards themselves, give rise to any cause of action at law or in equity
against any member of the Group or any member of the PCG Group.



 


		18.4	No right to participate: The grant of Awards on a particular basis in any year does not
create any right to the grant of Awards on the same basis, or at all, in any future year. Participation in this Plan at any time does
not imply any right to participation, or be considered for participation later.



 






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		18.5	Notification of the terms of these Plan Rules: The Board will provide a copy of these Plan
Rules to each Participant. The Board will inform each Award Holder of any changes in the terms of these Plan Rules during the
life of this Plan as soon as practicable upon such changes taking effect.



 


		18.6	Personal data: By
participating in this Plan, each Eligible Person, Participant and Award Holder consents to the collection, holding, processing and transfer
(both within Hong Kong and other countries and territories outside of Hong Kong) of any personal information which could identify
an Eligible Person, Participant or Award Holder, including, but not limited to, date of birth, home and work address, telephone numbers,
e-mail addresses, nationality, tax residency, social security number (or equivalent) or details of the grants made under the Grant Letter
(any or all such information being “Personal Data”) by the Group and the PCG Group for all purposes connected with
the operation and administration of this Plan, including but not limited to:



 


		(a)	administering and maintaining records;



 


		(b)	providing information to the Company’s advisers, registrars or brokers or any third party administrators,
including, without limitation the Central Clearing and Settlement System of Hong Kong Securities Clearing Company Limited;



 


		(c)	providing information to future purchasers of the Company or the business in which the Award Holder,
                                                               Participant or Eligible Person works;



 


		(d)	transferring Personal Data to a person or entity who is resident in a country or territory outside of
Hong Kong that may not provide the same statutory protection for the information as Hong Kong; and



 


		(e)	where required by any applicable law or regulation, transferring Personal Data to governmental or regulatory
authorities or courts (including, without limitation, The Stock Exchange of Hong Kong Limited, the Securities and Futures Commission and
the tax and foreign exchange authorities in the Cayman Islands).



 


An
Eligible Person, Participant or Award Holder may freely decide whether or not to provide Personal Data to the Group and the PCG
Group, but the offer of the Award will be deemed to have been irrevocably declined and will lapse if an Eligible Person, Participant or
Award Holder chooses not to provide such Personal Data to the Group and the PCG Group.


 


		18.7	Notice: Any notice or other communication to a Participant or Award Holder may be sent by
prepaid post or email to his/her postal address, home address or work e-mail address according to the records of his/her Employer or such
other address as the Board considers appropriate.



 


Any notice or other communication to
the Company may be sent by prepaid post or personal delivery to the Group Human Resources Department at the Hong Kong office address or
by email to the Group Human Resources Department.


 


Any notice or other communication served
by the Company, an Employer, a Participant or an Award Holder will: (a) if served by post or delivered by hand, be deemed to be served
when delivered; and (b) if served by email, be deemed to be served at the time the email enters into and is accepted by the email
server of the recipient.


 


		18.8	Consent and registration: A Participant or Award Holder must obtain any governmental, regulatory
or other official consent and file all necessary registrations that may be required by any country or jurisdiction in order to permit
the acceptance, Vesting or Delivery of his Award(s). The Company and the Board will not be responsible for any failure by a Participant
or Award Holder to obtain any such consent or to file any such registration. The Company will not issue any Shares to an Award Holder
unless, if so requested by the Board, the Award Holder proves to the satisfaction of the Board that all such consents or registrations
have been obtained or filed. Each Participant or Award Holder indemnifies and holds harmless the Group and the PCG Group against any action,
claim, demand, investigation, loss, liability, damages or fine made or brought and all costs, fees and expenses relating thereto against
any member of the Group and any member of the PCG Group which results or may have resulted from his failure to obtain the necessary consents
and file the necessary registrations.



 






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		18.9	Tax: A Participant or Award Holder must pay all taxes and discharge all other liabilities
to which he may become subject as a result of his participation in this Plan, Vesting and Delivery of any Award. The Company will not
be responsible for any tax or other liability to which a Participant or Award Holder may become subject as a result thereof.



 


		18.10	Withholding: Each of the Company and the relevant Employer may withhold such amount and
make such arrangements as it considers necessary to meet any liability to taxation or social security contributions in respect of Awards
or Shares. These arrangements may include the sale or reduction in the number of any Shares unless the Award Holder discharges the liability
himself.



 


		18.11	Directors’ right to vote: A Participant or Award Holder who is a director of the Company
may, subject to and in accordance with the Articles and subject as otherwise provided in these Plan Rules, notwithstanding his interest
(and notwithstanding he himself may be an Eligible Person), vote on any Board resolution concerning this Plan (other than in respect of
his own participation and entitlements under this Plan) and may retain any benefit under this Plan.



 


		18.12	No Third Party Rights: No provisions of these Plan Rules shall be enforceable by virtue
of the Contract (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong), by any person other the Company (including
the Board), the Employer and the Award Holders.



 


		18.13	Severability: If any provision of these Plan Rules is held by a court of competent
jurisdiction to be illegal, invalid or unenforceable in any respect under the law of any jurisdiction, then such provision shall (so far
as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in these Plan Rules but without invalidating
any of the remaining provisions of these Plan Rules. Any provision of these Plan Rules held invalid or unenforceable only in part
or degree will remain in full force and effect to the extent not held invalid or unenforceable.



 


		18.14	Confidentiality: Each Participant or Award Holder, as the case may be, shall treat as strictly
confidential all information contained in, or obtained by him in accordance with or in relation to, these Plan Rules (including any
notices, letters, agreements and other documents referred to herein) and any events or matters referred to herein or therein, except where
such information is already in the public domain. Each Participant or Award Holder, as the case may be, shall not, save with the written
consent of the Board, at any time disclose or divulge to any person any such information and shall use his best endeavours to prevent
the publication or disclosure of any such information.



 


		18.15	Governing law: This Plan (including these Plan Rules) and all Awards granted under this
Plan will be governed by and construed in accordance with the laws of Hong Kong.



 


		18.16	Arbitration:



 


		(a)	subject to Clause 5.3, any dispute, controversy or claim arising out of or in connection with these
Plan Rules or the operation of the Plan, including any question regarding its existence, validity or termination, shall be referred
to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under the HKIAC Administered Arbitration
Rules, which are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The place of arbitration
shall be Hong Kong. The language to be used in the arbitral proceedings shall be English;



 






    	 	15



     


    

 


		(b)	the expenses of the arbitration shall be borne as determined by the arbitral tribunal; and



 


		(c)	the parties undertake to keep confidential all awards in their arbitration, together with all materials
in the proceedings created for the purpose of the arbitration and all other documents produced by another party in the proceedings not
otherwise in the public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue
a legal right or to enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority or to
any regulatory authority.



 






    	 	16



     


    

 


Appendix to Long-Term Incentive Plan –
Supplemental Rules for U.S. Individuals


 


This Appendix (the “Appendix”)
shall apply for each individual who is (i) a Participant and (ii) resident in the United States or subject to U.S. taxation
(a “U.S. Participant”). In the event that an Award Holder becomes a U.S. Participant after the grant of an Award,
such Award shall be modified in a manner consistent with this Appendix. Words and phrases in this Appendix shall have the same meaning
as defined in the Plan Rules, except as provided below. To the extent there is any conflict between the Plan Rules and this Appendix,
the terms of this Appendix shall prevail.


 


		1.1	Awards granted to or otherwise held by U.S. Participants are intended to be exempt from Section 409A
of the United States Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (the “Code”)
(Section 409A of the Code hereinafter referred to as “Section 409A”) and Section 457A of the
Code (Section 457A of the Code hereinafter referred to as “Section 457A”). Notwithstanding any other
provision of the Plan Rules or a U.S. Participant’s Grant Letter, if at any time the Board determines that a U.S. Participant’s
Award (or any portion thereof) may be subject to Section 409A or Section 457A, the Board shall have the right in its sole discretion
(without any obligation to do so or to indemnify the U.S. Participant or any other person for failure to do so) to adopt such amendments
to the Plan or such Grant Letter, or adopt other policies and procedures (including amendments, policies and procedures with retroactive
effect), or take any other actions, as the Board determines are necessary or appropriate for such Award to be exempt from the application
of Section 409A and Section 457A and to preserve the intended tax treatment of the benefits provided with respect to the Award.
The Group shall have no obligation under this Section 1.1 of the Appendix or otherwise to take any action (whether or not described
herein) to avoid the imposition of taxes, penalties or interest under Section 409A or Section 457A with respect to any Award
and shall have no liability to any U.S. Participant or any other person if any Award, compensation or other benefit under the Plan is
determined to constitute non-compliant deferred compensation subject to the imposition of taxes, penalties and/or interest under Section 409A
or Section 457A.



 


		1.2	For purposes of the Appendix,
 “Vesting” and “Vesting Date” shall have the meanings set forth in Section 409A (generally,
taking into account both service- and performance-Vesting requirements) or Section 457A (taking into account only service-Vesting
requirements), as applicable.



 


		1.3	No deductions or offsets
shall be made by any member of the Group from any payment owing to a U.S. Participant, including as a result of malus, to the extent that
such deduction or offset would result in adverse tax consequences under Section 409A or Section 457A or otherwise violate applicable
state or local law.



 


		1.4	The Shares underlying any Award of a U.S. Participant will be Delivered by no later than the earlier to
occur of (i) March 15 of the calendar year following the end of the calendar year that includes the Vesting Date of the Award
and (ii) the first (1st) anniversary of the last day of the Company’s taxable year that includes the Vesting Date
of the Award. If an Award is subject to performance-Vesting conditions as well as service-Vesting conditions, and such performance-Vesting
conditions could otherwise continue to apply following the latest payment date set forth in this paragraph, the Board shall make a good
faith determination as to the level of achievement of such performance-Vesting conditions so that the payment timing requirements of this
paragraph can be met.



 


		1.5	Notwithstanding anything to the contrary in Clause 10.5 of the Plan, in the event a U.S. Participant
incurs a termination of employment or service and the Board determines that some or all of the unvested portion of the Award shall Vest
or not lapse, (i) the Vesting Date for such portion of the Award shall be the date of the U.S. Participant’s termination of
employment or service and (ii) Delivery of such portion of the Award shall be subject to the timing requirements set forth in Section 1.4
of this Appendix.



 






    	 	17



     


    

 


		1.6	Notwithstanding anything to the contrary in Clause 11 of the Plan, the Vesting or issuance or transfer
of Shares underlying an Award held by a U.S. Participant shall not be delayed (including if there is a failure by the U.S. Participant
to obtain any necessary consents or file any necessary registrations) if such delay would result in adverse tax consequences under Section 409A
or Section 457A, as applicable. If any applicable laws, regulations or rules prevent the Company or any Award Holder from dealing
in the Shares beyond the time period for Delivery required by Sections 1.4 and 1.5 of this Appendix, the Award shall be settled with a
Cash Payment.



 






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