CORPORATE GOVERNANCE AND OTHER INFORMATION In order to implement the Long Term Incentive Scheme described above and to facilitate the granting of Awards of RSUs/PSUs, an ordinary resolution was approved at the annual general meeting held on 1 June 2022 for the granting of a mandate to the Directors to grant Awards under the Long Term Incentive Scheme in respect of a maximum of 20,000,000 new Shares (the “Scheme Mandate”), representing 0.45% of the total number of Shares in issue as at the date of passing of such ordinary resolution during the period (“Relevant Period”), until whichever is the earlier of (i) the conclusion of the next annual general meeting of the Company; (ii) the revocation or variation of the mandate given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; or (iii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Law of the Cayman Islands or any other applicable law to be held), and allot, issue and deal with Shares underlying the Awards granted under the Long Term Incentive Scheme during the Relevant Period as and when such Awards vest. Grants of Awards to Connected Grantees During the six months ended 30 June 2022, in respect of the 2,426,300 and 2,798,400 (including 979,500 Shares granted to each of Mr Jinchu Shen and Mr Stuart Gibson, directors of the Company) Shares underlying the RSUs and PSUs granted to the Connected Grantees respectively, the Board has appointed a professional trustee to assist with the administration and vesting of such RSUs and/or PSUs. The trustee shall make on-market purchase of Shares to satisfy such RSUs and/or PSUs upon vesting. The Company will provide sufficient funds to the trustee as the Board may in its absolute discretion determine to enable the trustee to satisfy its obligations in connection with the administration and vesting of such RSUs and/or PSUs granted. The 2,426,300 Shares underlying the RSUs and 2,798,400 Shares underlying the PSUs granted to the Connected Grantees in total represent approximately 0.12% of the issued share capital of the Company as at 30 June 2022. Grants of Awards to Non-connected Grantees During the six months ended 30 June 2022, in respect of the 5,896,000 and 3,285,300 Shares underlying the RSUs and PSUs granted to the Non-connected Grantees respectively, new Shares shall be allotted and issued pursuant to the scheme mandate granted by the Shareholders at the annual general meeting of the Company held on 1 June 2022 and the terms of the Long Term Incentive Scheme. All Non-connected Grantees are employees of the Group but are not directors or chief executive of the Group. To the best of the Directors’ knowledge, information and belief, and having made all reasonable enquiries, none of the Non-connected Grantees is a connected person of the Company. The 5,896,000 new Shares underlying the RSUs and 3,285,300 new Shares underlying the PSUs granted to the Non-connected Grantees in total represent approximately 0.21% of the issued share capital of the Company as at 30 June 2022; and approximately 0.21% of the total number of Shares in issue as enlarged by such allotment and issue. During the six months ended 30 June 2022, 206,267 new Shares were allotted and issued at nominal value of US$0.001. Save as disclosed above, no Awards have been granted since the Adoption Date and there are no outstanding Awards as at 30 June 2022. Shares available for issue under the Long Term Incentive Scheme and the Post-IPO Share Option Scheme As at the date of this report, (a) Awards in the form of RSUs/PSUs have been granted by the Company under the Long Term Incentive Scheme in respect of a total of initially 12,378,100 Shares (or up to a maximum of 14,406,000 Shares if the performance targets relating to certain Awards of PSUs granted are achieved which would entitle the grantee to receive 150% of the initial number of Shares subject to the Award) and (b) share options have been granted by the Company under the Post-IPO Share Option Scheme in respect of a total of 18,519,600 Shares. Accordingly, as at the date of this report, a total of up to 273,078,906 Shares in the form of RSUs/PSUs under the Long Term Incentive Scheme and in the form of options under the Post-IPO Share Option Scheme remain available under the Scheme Limit to be granted by the Company, representing 6.14% of the total number of Shares in issue. R E A C H I N G N E W H E I G H T S 36
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