Definitions

General Provisions

To attract and retain talents, promote long-term sustainable development of the Company and its Related Entities, maximize the value for the Shareholders of the Company and achieve win-win situation among shareholders, the Company and employees, the Board formulates and entrusts the Administrator to implement this Plan.

Eligible Participants will be granted a certain number of PSUs which will become Unlocked and Vested, subject to certain conditions and certain time point requirements, and ultimately the Participant can decide to sell the corresponding Shares at his or her discretion and obtain the proceeds from such sale.

Grant of PSU

The maximum aggregate number of Shares which may be issued pursuant to all PSUs granted under this Plan shall be 15,000,000 Shares.

The Board shall review and decide whether to grant PSUs on an annual basis based on the need of business development.

The scope and identification of the Participants, and the amount of PSU granted under this Plan shall be determined by the Board or the Administrator based on the positions and performance of the Participants.

Unless otherwise provided by Applicable Laws and agreed by the Board, the Participant shall not pledge, transfer or dispose of the PSUs in any other way during the Validity Period; and in the event of any breach of this Plan by any Participant in his or her disposal of the PSUs, all the PSUs held by the Participant which have not been Vested (whether Unlocked or not) shall be invalid or forfeited on and after the date of such breach. Without affecting the forgoing, this Plan shall be binding on the successor or assignee of the Participant.

The Grant, Unlocking, Vesting and all other follow-up actions relating to PSUs shall comply with this Plan, relevant resolutions adopted by the Board and provisions of Applicable Laws. The Company, Shareholders of the Company and Related Entities shall not be responsible for failure to obtain the necessary approval, registration or filing for Granting, Unlocking, Vesting and other follow-up actions relating to PSUs from any competent regulator other than those due to intentional or gross negligence on the part of the Company, Shareholders of the Company or Related Entities.

The Board shall formulate the (Amended and Restated) Key Terms of 2019 Performance Share Unit Plan and the Notice to Employees (the “Notice Letter”), and the Participant shall sign and promise to abide by the Notice Letter before obtaining the eligibility for PSUs.

If the Participants are or are likely to be restricted or prohibited from trading securities under the listing and trading rules of the jurisdiction where the Shares of the Company are listed or any other applicable rules, regulations or laws, the Company shall not grant any PSU to the Participant, and even the Company grants, the Participant shall not accept any PSU.

Unlock of PSU

Unless otherwise decided by the Board, in principle, the PSUs granted under this Plan shall be vested over a period of 4 years, the first date of Unlock shall be the first anniversary of the Grant Date (or the first anniversary of the day immediately following the Grant Date if there is no anniversary of the Grant Date), and except as otherwise provided in item 2 of Paragraph IV of this Plan, the maximum amount of PSUs that are qualified to Unlock in each year shall be 25% of the total PSUs granted in each installment.

The Board shall, based on the PSUs to be Unlocked in each year (that is, the total PSUs granted in the installment/scheduled Unlock frequency), calculate the number of PSUs actually Unlocked based on the business and stock price performance of the Company as well as the personal performance of the Employees:

The Board shall annually determine (i) the Company’s stock price coefficient (the “Stock Price Coefficient”) and (ii) the current year’s performance coefficients of the Company and each Related Entity (the “Performance Coefficient”, together with the “Stock Price Coefficient” are collectively referred to as the “PSU Effective Coefficient”) in accordance with the methods set out in Schedule A. The current PSU Unlock base multiplied by the PSU Effective Coefficient shall be the actual unlocked amount of the Participant of that year (the “Actual Unlocked Amount of that Year”).

If the latest annual performance ranking of a Participant falls within the last 10% of his/her ranking group, such Participant shall be disqualified from Unlocking the PSU for that year, and the corresponding PSUs that are unlockable for that year shall be canceled, for which the Company shall not make any other compensation.

Notwithstanding the foregoing, the Board may, in accordance with its authority: stipulate the number of times, Unlocking amount and special vesting rules of each installment of PSUs to be Unlocked, either whole or individually.

Vesting of PSU

Except as otherwise provided in this Plan, the Validity Period of each installment of PSUs granted to the Participant shall be [10] years from the Grant Date, and the PSUs that are not Vested during the Validity Period shall be canceled. The Board may decide whether to extend the Validity Period if necessary.

Except as otherwise provided by this Plan and the Board or required by Applicable Laws, the Initial Date of Settlement shall be no earlier than six months after the date of Initial Public Offering; and the maximum interval between the Initial Date of Vesting and the Grant Date shall not exceed eight years. The Participant will be notified in due course of the specific Initial Date of Vesting by the Board.

Except as otherwise provided by this Plan and the Board or required by Applicable Laws, from the Initial Date of Vesting to the end of the validity period, with regards to the Unlocked PSUs, the Participants may make a Vesting application in accordance with the Unlocking process, method and notice determined by the Company at the time, and after the necessary elements such as the Vesting quantity, Vesting eligibility and compliance conditions are confirmed by the Company, give the Vesting Instruction to the party designated by the Company at the time to Vest such PSUs. The specific Vesting procedures and methods shall be amended by the Company from time to time based on actual operations and come into force upon approval by the Board or its authorized director.

After the Settlement of the PSUs held by the Participants, with respect to the shares underlying such Vested PSUs, the Board or other entity, committee or other person designated by the Board may require the Company or other relevant parties to issue the stock or pay the cash income to the Participant in accordance with the provisions of this Plan, in satisfaction of the listing rules and regulatory requirements of the jurisdiction where the Company is listed.

The Participant shall pay the price payable as determined at the time of Grant and as set out in the Grant Notification of PSU, and shall bear corresponding taxes, foreign exchange costs and other costs. If, for any reason attributable to the Participant, including but not limited to insufficient personal funds and issues concerning personal foreign exchange, the Participant fail to pay the price payable in full, the Participant shall bear the consequential responsibilities and losses. The price payable shall be no lower than the par value of the shares of the Company.

When doing the Vesting of the PSUs, the Participant shall pay taxes in full in accordance with the provisions of the relevant laws and regulations. If the Company or Related Entity is then required to withhold the tax, the Participant shall cooperate with the Company or Related Entity.

The PSUs shall only be held by the Participant and the successor determined under this Plan.

Before a Participant is registered as the shareholder in the register of shareholders of the Company, such Participant shall not be entitled to any shareholders’ rights or interests attached to any share underlying the PSUs under this Plan.

After a Participant becomes a shareholder of the Company due to the Unlock of his/her PSUs under this Plan, such Participant shall be bound by the articles of association and other relevant documents of the Company. For the avoidance of doubt, except as otherwise provided in this Plan, the Participant shall not be entitled to any rights preferable to other ordinary shareholders in the same class.

To the extent permitted by the Applicable Laws and in case of viability, notwithstanding the item 5 of this Paragraph V, as an alternative to the payment of price payable as set out in this Plan, with the consent of the Board, the Participant may pay the price payable by “simultaneous sale” promise. In other words, the Participant irrevocably elects to sell the stocks underlying his/her PSUs at least that number of Shares so purchased to pay the price payable (up to all the stocks due to Unlock), and the Participant commits upon sale of such Shares to forward the price payable directly to the Company with the sales proceeds (if applicable, and shall less the corresponding taxes and foreign exchange and other costs) in excess of the price payable being for the benefit of the Participant.

Unless agreed by the Board or the stocks underlying the PSUs are continued to be held by the successors in case of the death of a Participant, any transfer of shares underlying the Vested PSUs with the Participants registered as stockholder shall be conducted in the open market, and any such share shall not be transferred by other means (including but not limited to the transfer inside the Participants). The transfer of such shares by the Participant shall also comply with the listing rules and Applicable Laws of the jurisdiction where the Shares of the Company are listed (including but not limited to the rules regarding lock-up period).

The Vesting of the PSUs and the issuance and subsequent transfer of the share underlying the PSUs shall comply with all the Applicable Laws, otherwise shares Vested shall not be issued and subsequently transferred.

The Board may, in accordance with its authority, set forth separately the maximum number of PSUs that can be Vested in each year after the Initial Date of Vesting, either as a whole or individually.

Special Disposal of PSU

If a Participant cancels or terminates the Employment Relationship with the Company or the applicable Related Entities:

for whatever reason (i) if the Employment Relationship is canceled or expires (except for the circumstances described in items (2) and (3) of this Paragraph) prior to the Initial Public Offering of the Company and within half-year period following the Initial Public Offering of the Company (i.e. before April 30, 2021), all the PSUs held by such Participant (whether Unlocked or not) shall be forfeited, for which the Company shall not make any compensation; (ii) if the Employment Relationship is canceled or expires (except for the circumstances described in items 1 (2) and (3) of this Paragraph VI) after half-year period following the Initial Public Offering(i.e. on or after April 30, 2021) without occurrence of the circumstances described in the item 2 of this Paragraph or Paragraph VII, the Participant shall have 90 dates of Vesting for all Unlocked but Unvested PSUs, Unlocked PSUs shall be forfeited immediately; the foregoing “date of vesting” means any date on which the Administrator notifies the Participant that any of his or her Unlocked PSUs be vestable; if the PSUs are not Vested within 90 dates of Vesting, the Participant shall be deemed to have waived all the PSUs and the Company will forfeit such PSUs without any compensation.

if a Participant retires after he/she serves for more than 5 years in the Company at the legal retirement age, or if a Participant early retires, leaves office or dies due to Disability resulted from work-related injury without occurrence of the circumstances described in the item 2 of Paragraph VI or Paragraph VII, the granted PSUs (whether Unlocked or not) may be continuingly held by such Participant or his/her successor, and be Unlocked, Vested and sold for benefit in accordance with this Plan.

if a Participant early retires, leaves office or dies not due to Disability resulted from work-related injury and without circumstances described in the item 2 of Paragraph VI or Paragraph VII, such Participant or his/her successor may continue holding all Unlocked PSUs; and the outstanding PSUs shall be forfeited, for which the Company shall not make any compensation.

In case of any violation of discipline and regulations committed by any Participant during his/her employment, the Company or any other entity, committee or any other person determined by the Board shall have the right to dispose of the PSUs held by such Participant with due consideration of the circumstances, including but not limited to:

if the PSUs of such Participant have not been Vested, the Company or other entity, committee or any other person determined by the Board shall have the right to cancel all or part of the PSUs (whether Unlocked or not) without any compensation;

if the PSUs of such Participant have been Vested, the Company or any other entity, committee or any other person determined by the Board shall have the right (but no obligation) to repurchase in one or several times all or part of the shares or the relevant rights acquired by such Participant due to the Vesting of PSUs at the Fair Market Value of Shares (as approved by the Board), and the frequency and amount of repurchase of the shares shall be determined by the Company or any other entity determined by the Board at its sole discretion.

Notwithstanding the foregoing, the Board may provide, in its authority, the specific treatment rules for PSUs in whole or separately.

Competition Event

In case of any Competition Event of any Participant:

If, during the existence of the employment relationship or within 3 years after the cancellation or termination of the employment relationship, any Participant engages in any Competition Event without the written consent of the Company or the applicable Related Entity, all the PSUs (whether unlocked or not) held by the Participant shall be forfeited without any compensation;

If the PSUs held by the Participant have been Vested, the Company or other entities designated by the Board shall have the right (but no obligation) to repurchase in one or several times at any time all or any part of the Shares or the relevant rights acquired by such Participant due to the Vesting of the PSUs at the Fair Market Value of Shares (as approved by the Board). The frequency and amount of share repurchase shall be determined by the Company or other entities determined by the Board.

Related Matters

Unless otherwise provided by Applicable Laws and with the consent of the Board, the Participant shall not hold PSUs on behalf of others, otherwise all the PSUs (whether Unlocked or not) held by the Participant shall be forfeited.

This Plan and any information and documents relating to PSU are confidential. Any Participant shall not disclose it to any third party other than his/her attorneys, tax advisors and other professional advisors without the prior written consent of the Board.

The Board is entitled to interpret this Plan. Any determination and interpretation made by the Board shall be final, conclusive and binding on all parties.

Administration Body of this Plan and its Duties

The Board is responsible for determining the principles and framework of this Plan and ultimately reviewing and approving the relevant matters of this Plan.

The Board may, depending on the circumstances, authorize the Administrator or any committee authorized by the Board for this purpose to carry out relevant matters and some functions and powers related to the implementation of this Plan.

This Plan, after being approved, shall be administered and implemented by the Board or the Administrator or any committee authorized by the Board for this purpose.

The Board has the right to determine that the Shares hereunder shall be under escrow and administrated by the qualified Administrator appointed by the Board, and the specific arrangements related to the escrow or administration shall be decided by the Board.

During the term of this Plan, the Company shall reserve a certain number of authorized share capital. The number of such share capital shall be sufficient to satisfy the requirements of this Plan.

In the event of an increase or decrease in the number of shares issued by the Company due to share split, dividends, merger, reclassification or similar transactions affecting shares, the Board shall have the right to adjust the PSUs under this Plan, the number and price of shares and other matters, and the Board’s decision shall be final and binding. If the Company issues any type of share or securities that can be converted into any type of share, the shares obtained by the Participant due to Vesting of relevant PSUs will be diluted accordingly; that is, the proportion of such shares in all issued shares of the Company will be reduced accordingly.

In the event that the Applicable Laws change or adjust, the Board may designate another entity’s PSUs to replace the PSUs originally granted. The specific plan shall be decided by the Board and the Participant shall accept it unconditionally.

The Board has the right to terminate, revise or adjust this Plan in any event and has the right, but no obligation, to determine an alternative independently and the Participant shall accept unconditionally.

The Board reserves the right to amend this Plan in accordance with Applicable Laws or as required for the development of the Company, and the Participant shall accept relevant future amendments.

Entire Agreement

Governing Law

Dispute Resolution

Title

Notice

Except as otherwise provided in this Plan, the terms used in this Schedule A have the same meaning ascribed to them in the Performance Share Unit Plan.

Stock Price Coefficient

Subject to the following paragraphs (b) to (e), the following table sets out the calculation method of the Stock Price Coefficient:

Annual Stock Price Growth Rate of the Company

The stock price growth rate of the Company prior to the Initial Public Offering shall be calculated based on the growth rate of the most recent valuation of the Company as of the Unlocking date in comparison with such valuation made a year earlier; the stock price growth rate of the Company after the Initial Public Offering shall be calculated based on the growth rate of the average stock price for the 30 days prior to the Unlocking date over the average stock price for the 30 days prior to the corresponding date of the 12 months prior to the Unlocking date.

Prior to the Initial Public Offering, if the annual stock price growth rate is less than 15%, the portion of the PSUs which haven’t been Unlocked may be postponed to the immediately following year (not any further following year) to determine whether such Unlocked portion could be Unlocked. If (i) the stock price growth rate for the next year is more than 15%, then the Locked portion can be Unlocked; or (ii) if the stock price growth rate for the next year is less than 15%, all the locked portion shall be canceled. For the fourth Unlocking year, if the growth rate of the Company’s stock price for the year is less than or equal to 15%, all Locked portion shall be immediately canceled.

After the completion of the Initial Public Offering, if the annual share price growth rate is less than 15% and (i) the cumulative average compound share price growth rate over the years since the Initial Public Offering of the Company is greater than or equal to 15%, the locked portion of such year may be fully Unlocked; or (ii) if the conditions in (i) are not satisfied but the average compound share price growth rate during the two-year period from the time point to Unlock in the next year is greater than or equal to 15%, the locked portion of such year may be Unlocked in full in the next year.

Considering the time of the Initial Public Offering does not fully match the year of grant of the PSUs, the actual calculation period shall be based on the year of grant and the growth rate of corresponding stock price shall be calculated accordingly on annualized basis.

Performance Coefficient: the calculation is linked to the overall KPI score of the Company and the applicable Related Entity.