Exhibit
10.1


 


DAQO
New energy corp.


 


2022 SHARE INCENTIVE PLAN


 


ARTICLE 1


 


PURPOSE


 


The purpose of this DAQO New
Energy Corp. 2022 Share Incentive Plan (the “Plan”) is to promote the success and enhance the value of DAQO New Energy
Corp., a company formed under the laws of the Cayman Islands (the “Company”), by linking the personal interests of
the members of the Board, Employees, and Consultants to those of 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 recipients of share incentives hereunder
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, Restricted Share or Restricted Share Unit award granted to a Participant pursuant to
the Plan.


 


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


 


2.4          
“Award Pool” shall have the meaning set forth in Section 3.1(a).


 


2.5          
“Board” means the Board of Directors of the Company.


 


2.6          
“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.


 


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


 


2.8          
“Committee” means the Board or a committee of the Board described in ARTICLE 10.


 


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


 


2.10         “Corporate Transaction”, 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;


 


(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;


 






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(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.


 


2.11         “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 11.1.


 


2.13         “Employee” means any person, including an officer or a member of the Board of the Company or any Parent or Subsidiary
of the Company, 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.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


2.23         “Plan” means this DAQO New Energy Corp. 2022 Share Incentive Plan, as it may be amended from time to time.


 






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


 


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


 


2.26         “Restricted Share Unit” means the right granted to a Participant pursuant to ARTICLE 7 to receive a Share at
a future date.


 


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


 


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


 


2.29         “Share” means ordinary shares of the Company, par value US$0.0001 per share, and such other securities of the
Company that may be substituted for Shares pursuant to ARTICLE 9.


 


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 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.


 


ARTICLE 3


 


SHARES SUBJECT TO THE PLAN


 


3.1           Number of Shares.


 


(a)           Subject to the provisions of ARTICLE 9 and Section 3.1(b), the maximum aggregate number of Shares which may be issued pursuant
to all Awards under the Plan (the “Award Pool”) shall be 37,253,465 Shares (all of which may be issued pursuant to Incentive
Share Options).


 


(b)           To
the extent that an Award terminates, expires, or lapses for any reason, any Shares subject to the Award shall again be available for
the grant of an Award pursuant to the Plan. To the extent permitted by Applicable Laws, Shares issued in assumption of, or in
substitution for, any outstanding awards of any entity acquired in any form or combination by the Company or any Parent or
Subsidiary of the Company shall not be counted against Shares available for grant pursuant to the Plan. Shares delivered by the
Participant or withheld by the Company upon the exercise of any Award under the Plan, in payment of the exercise price thereof or
tax withholding thereon, may again be optioned, granted or awarded hereunder, subject to the limitations of Section 3.1(a). If any
Restricted Shares are forfeited by the Participant or repurchased by the Company, such Shares may again be optioned, granted or
awarded hereunder, subject to the limitations of Section 3.1(a). Notwithstanding the provisions of this Section 3.1(b),
no Shares may again be optioned, granted or awarded if such action would cause an Incentive Share Option to fail to qualify as an
Incentive Share Option under Section 422 of the Code.


 






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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, in the discretion of the Committee,
American Depository Shares in an amount equal to the number of Shares which otherwise would be distributed pursuant to an Award may be
distributed in lieu of Shares in settlement of any Award. If the number of Shares represented by an American Depository Share is other
than on a one-to-one basis, the limitations of Section 3.1 shall be adjusted to reflect the distribution of American Depository Shares
in lieu of Shares.


 


ARTICLE 4


 


ELIGIBILITY AND PARTICIPATION


 


4.1           Eligibility. Those eligible to participate in this Plan include Employees, Consultants, and all members of the Board, and
other individuals, as determined, authorized and approved 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 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.


 


ARTICLE 5


 


OPTIONS


 


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


 


(a)           Exercise
Price. The exercise price per Share subject to an Option shall be determined by the Committee and set forth in the Award
Agreement which may be a fixed or variable price related to the Fair Market Value of the Shares; provided that the exercise
price per Share subject to any Option granted to a United States taxpayer shall be equal to the Fair Market Value 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. 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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(b)           Time and Conditions of Exercise. The Committee shall determine the time or times at which an Option may be exercised in
whole or in part, including exercise prior to vesting; provided that the term of any Option granted under the Plan shall not exceed
fifteen years, except as provided in Section 12.1. The Committee shall also determine any conditions, if any, that must be satisfied before
all or part of an Option may be exercised.


 


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


 


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


 


(e)           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 or determined by the Committee, 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, 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 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 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; provided, however, that such Options will be
fully vested and exercisable until the date that is 90 days after the Participant’s termination of Employment or service, if such
termination is occasioned by the Service Recipient not for Cause nor because of the Participant’s death or Disability; 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, a Parent or Subsidiary of the
Company. Incentive Share Options may not be granted to Employees of a Related Entity or to Independent Directors or Consultants. The terms
of any Incentive Share Options granted pursuant to the Plan, in addition to the requirements of Section 5.1, must comply with the following
additional provisions of this Section 5.2:


 


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


 





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


 






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(ii)           Three months after the Participant’s termination of employment as an Employee; and


 


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


 


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


 


(c)           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 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.


 


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


 


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


 


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


 


ARTICLE 6


 


RESTRICTED SHARES 


 


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


 


6.2           Restricted
Shares Award Agreement. Each Award of Restricted Shares shall be evidenced by an Award Agreement that shall specify the period
of restriction, the number of Restricted Shares granted, and such other terms and conditions as the Committee, in its sole
discretion, shall determine. Unless the Committee determines otherwise, Restricted Shares shall be held by the Company as escrow
agent until the restrictions on such Restricted Shares have lapsed.


 






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


 


6.4           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 Shares that are at that time subject to
restrictions shall be forfeited or repurchased in accordance with the Award Agreement; provided, however, that such Restricted
Shares will be fully vested without restrictions upon the Participant’s termination of Employment or service, if such termination
is occasioned by the Service Recipient not for Cause nor because of the Participant’s death or Disability; provided, further,
that the Committee may (a) provide in any Restricted Share Award Agreement that restrictions or forfeiture and repurchase conditions
relating to Restricted Shares will be waived in whole or in part in the event of terminations resulting from specified causes, and (b)
in other cases waive in whole or in part restrictions or forfeiture and repurchase conditions relating to Restricted Shares.


 


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


 


6.6           Removal of Restrictions. Except as otherwise provided in this ARTICLE 6, Restricted Shares granted under the Plan shall
be released from escrow as soon as practicable after the last day of the period of restriction. The Committee, in its discretion, may
accelerate the time at which any restrictions shall lapse or be removed. After the restrictions have lapsed, the Participant shall be
entitled to have any legend or legends under Section 6.5 removed from his or her Share certificate, and the Shares shall be freely transferable
by the Participant, subject to applicable legal restrictions. The Committee (in its discretion) may establish procedures regarding the
release of Shares from escrow and the removal of legends, as necessary or appropriate to minimize administrative burdens on the Company.


 


ARTICLE 7


 


RESTRICTED SHARE UNITS


 


7.1           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.


 






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7.2           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.


 


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


 


7.4           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, in Shares or in a combination thereof.


 


7.5           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, that such Restricted Share
Units will be fully vested without restrictions upon the Participant’s termination of Employment or service, if such termination
is occasioned by the Service Recipient not for Cause nor because of the Participant’s death or Disability; provided, further,
that 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.


 


ARTICLE 8


 


PROVISIONS APPLICABLE TO AWARDS


 


8.1           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.


 


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


 






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8.3           Beneficiaries. Notwithstanding Section 8.2, 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.


 


8.4           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.


 


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


 


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


 






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ARTICLE 9


 


changes
in capital structure


 


9.1           Adjustments. In the event of any dividend, share split, combination or exchange of Shares, amalgamation, arrangement or
consolidation, spin-off, recapitalization or other distribution (other than normal cash dividends) of Company assets to its shareholders,
or any other change affecting the shares of Shares or the share price of a Share, the Committee 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 and pursuant to Incentive Share Options (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.


 


9.2           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 a Corporate Transaction occurs:


 


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


 


(b)           If a Participant’s Awards are not converted, assumed, or replaced by a successor, as described in (c) below, such Awards
shall become fully exercisable and all forfeiture restrictions on such Awards shall lapse immediately prior to the specified effective
date of such Corporate Transaction, provided that the Participant remains an Employee, Consultant or Director on the effective date of
the Corporate Transaction.


 


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


 






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9.3           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 9, the Committee shall, 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.


 


9.4           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, 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 10


 


ADMINISTRATION


 


10.1         Committee. The Plan shall be administered by the Board or a committee of one or more members of the Board to whom the Board
shall delegate the authority to grant or amend Awards to Participants other than any of the Committee members. Any grant or amendment
of Awards to any Committee member shall then require an affirmative vote of a majority of the Board members who are not on the Committee.


 


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


 


10.3         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;


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


(j)            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.


 


The Chief Executive Officer
of the Company is delegated with the exclusive power, authority and discretion of the Board or the Committee provided under this Sections
(a) to (g); provided, however, that such delegation shall be limited to Awards granted to, or held by, any Participants other than
the Directors and senior executives of the Company (including the Chief Executive Officer himself).


 


Upon any event in which
the Company does not survive, or does not survive as a public company in respect of its ordinary shares, then the Committee may, in
its sole discretion, make a provision for a cash payment in settlement of, or for the termination, assumption, substitution or
exchange of, any or all outstanding Awards, based upon, to the extent relevant under the circumstances, the distribution or
consideration payable to holders of the Company’s ordinary shares upon or in respect of such event. Upon the occurrence of any
event described in the preceding sentence in connection with which the Committee has made a provision for the Award to be terminated
(and the Committee has not made a provision for the substitution, assumption, exchange or other continuation or settlement of the
Award): (i) unless otherwise provided in the applicable Award Agreement, each then-outstanding Award shall become fully vested free
of restrictions and payable to the holder of such Award; and (ii) each Award shall terminate upon the related event, provided
that the holder of an Option shall be given reasonable advance notice of the impending termination and a reasonable opportunity
to exercise his or her outstanding vested Options in accordance with their terms before the termination of such Awards. Without
limiting the foregoing, in connection with any event referred to in the first sentence of this paragraph, the Committee may, in its
discretion, provide for the accelerated vesting of any award or awards as and to the extent determined by the Committee in the
circumstances.


 






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10.4         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.


 


10.5         Delegation of Authority. To the extent permitted by Applicable Laws, the Board may from time to time delegate to one or
more officers of the Company (including, but not limited to, the Chief Executive Officer of the Company) the authority to grant or amend
Awards or to take other administrative actions pursuant to this Plan; provided, however, that in no event shall an officer
be delegated the authority to grant awards to, or amend awards held by, the following individuals: (a) individuals who are subject to
Section 16 of the Exchange Act, or (b) officers of the Company to whom authority to grant or amend Awards has been delegated hereunder.
Any delegation hereunder shall be subject to the restrictions and limits that the Board specifies at the time of such delegation, and
the Board may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed hereunder
shall serve in such capacity at the pleasure of the Board.


 


ARTICLE 11


 


EFFECTIVE AND EXPIRATION DATE


 


11.1         Effective Date. This Plan shall become effective on the date on which the Plan is approved by the Board (the “Effective
Date”).


 


11.2         Expiration Date. The Plan will expire on, and no Award may be granted pursuant to the Plan after, the fifteenth anniversary
of the Effective Date. Any Awards that are outstanding on the fifteenth anniversary of the Effective Date shall remain in force according
to the terms of the Plan and the applicable Award Agreement.


 


ARTICLE 12


 


AMENDMENT, MODIFICATION, AND TERMINATION


 


12.1         Amendment, Modification, and Termination. At any time and from time to time, the Board or the Committee may terminate, amend
or modify the Plan, and to the extent permissible under the Applicable Laws, the Board may decide to follow home country practice not
to seek shareholder approval for any amendment or modification of the Plan.


 


12.2         Awards Previously Granted. Except with respect to amendments made pursuant to Section 12.1, no termination, amendment, or
modification of the Plan shall adversely affect in any material way any Award previously granted pursuant to the Plan without the prior
written consent of the Participant.


 






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ARTICLE 13


 





GENERAL PROVISIONS


 


13.1         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.


 


13.2         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 Participant in connection with such Award.


 


13.3         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.


 


13.4         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.


 


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


 


13.6         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.


 






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


 


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


 


13.9         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.


 


13.10       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.


 


13.11       Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan, the Plan and any Award granted
or awarded to any Participant who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set
forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act)
that is a requirement 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.


 


13.12       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.


 


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


 


13.14       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.


 


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


 








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