The Compensation Committee is of the view that it is not necessary to set any additional performance target
for the Grants. Such arrangement is aligned with the purpose of the Second Amended and Restated 2018 Share Incentive Plan as it increases the Grantees’ loyalty to the Company and incentivizes the Grantees to work towards enhancing the value of
the Company and its Shares.
The Grants are subject to the terms and conditions of the Second Amended and Restated 2018 Share Incentive Plan and the award
agreements entered into between the Company and each of the Grantees.
The RSUs will be satisfied through utilizing the Class Z Ordinary Shares
issued and reserved for future issuance upon the exercise or vesting of awards granted under the Company’s share incentive plans.
The Grants would
not result in the options and awards granted and to be granted to (i) each individual Grantee in the 12-month period up to and including the date of such Grant in aggregate to exceed 1% of the Shares in
issue (excluding treasury shares); or (ii) each related entity participant or Service Provider in the 12-month period up to and including the date of such Grant in aggregate to exceed 0.1% of the Shares
in issue (excluding treasury shares).
None of the Grants is subject to approval by the shareholders of the Company, and none of the Grantees is a
Director, chief executive or substantial shareholder (as defined in the Listing Rules) of the Company or an associate (as defined in the Listing Rules) of any of them.
Reasons for and Benefits of the Grants
The purpose of
the Grants is to (i) promote the success and enhance the value of the Company by linking the personal interests of the Grantees 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, and (ii) provide flexibility to the Company in its ability to motivate, attract, and retain the services of the Grantees upon whose judgment, interest, and special
effort the successful conduct of the Company’s operation is largely dependent.
Class Z Ordinary Shares available for grant under the Second
Amended and Restated 2018 Share Incentive Plan
The maximum aggregate number of Class Z Ordinary Shares which may be issued pursuant to all awards
under the Second Amended and Restated 2018 Share Incentive Plan together with the number of Class Z Ordinary Shares which may be issued pursuant to any awards to be granted any other share schemes of the Company is 41,413,503 (the
“Scheme Limit”), and within the Scheme Limit, the maximum number of Class Z Ordinary Shares which may be issued pursuant to all awards to be granted to Service Providers under the Second Amended and Restated 2018 Share
Incentive Plan is 2,070,675 (the “Service Provider Sublimit”).
Upon the making of the Grants, the Company may grant further awards
representing a total of 38,467,079 Class Z Ordinary Shares under the Scheme Limit, including awards representing a total of 2,070,675 Class Z Ordinary Shares to Service Providers under the Service Provider Sublimit.
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