SHANGHAI, Dec. 19, 2018 /PRNewswire/ -- The9
Limited (the "Company") (Nasdaq: NCTY), an established
Internet company, today announced that it held its annual general
meeting of shareholders in Hong
Kong on December 17, 2018,
Hong Kong time.
At its 2018 annual general meeting of shareholders, The9
Limited's shareholders passed the following resolutions:
1) the re-election and appointment of George Lai as a director (Class III) of the
Company, effective from the closing of this annual general meeting,
to serve for a three (3) year term ending at the 2021 annual
general meeting or until his successor is duly elected and
qualified;"
2) the re-election and appointment of Davin Alexander Mackenzie as an independent
director (Class II) of the Company, effective from the closing of
this annual general meeting, to serve for a three (3)year term
ending at the 2021 annual general meeting or until his successor is
duly elected and qualified;"
3) the re-election and appointment of Kwok Keung Chau as an independent director
(Class II) of the Company, effective from the closing of this
annual general meeting, to serve for a three (3) year term ending
at the 2021 annual general meeting or until his successor is duly
elected and qualified;"
4) the re-election and appointment of Ka
Keung Yeung as an independent director (Class II) of the
Company, effective from the closing of this Annual General Meeting,
to serve for a three (3) year term ending at the 2021 Annual
General Meeting or until his successor is duly elected and
qualified;"
5) the increase of the total number of authorized ordinary
shares of the Company from 250,000,000 to 350,000,000, so that the
authorized share capital of the Company totals US$3,500,000 divided into 350,000,000 ordinary
shares of a nominal or par value of US$0.01 per share;"
6) the amendment to the Company's Amended and Restated
Memorandum of Association in the form attached hereto as Exhibit
A;"
7) the amendment to the Company's Amended and Restated Articles
of Association in the form attached hereto as Exhibit B;" and
8) the amendment to the Company's Seventh Amended and Restated
2004 Stock Option Plan in the form attached hereto as Exhibit C;
The existing awards previously granted shall be valid and continue
to be subject to the Eighth Amended and Restated 2004 Stock Option
Plan."
About The9 Limited
The9 Limited is an Internet company based in China. The9 has stepped into
blockchain-related business. The9 also develops and/or operates,
directly or through its affiliates, its proprietary mobile games,
including the CrossFire brand new shooting mobile game, Audition
mobile and Fashion Pop.
Website: http://www.the9.com/en/
Exhibit A
RESOLVED as a special resolution, that the Amended
and Restated Memorandum of Association of the Company be amended as
follows:
By deleting the existing Article 5 in its entirety and
substituting therefore the following new Article:
"5. The authorized share capital of the Company is US$3,500,000 divided into 350,000,000 ordinary
shares of a nominal or par value of US$0.01 each. The Company has the power to redeem
or purchase any of its shares and to increase or reduce the said
capital subject to the provisions of the Companies Law (2018
Revision) and the Articles of Association and to issue any part of
its capital, whether original, redeemed or increased with or
without any preference, priority or special privilege or subject to
any postponement of rights or to any conditions or restrictions and
so that unless the conditions of issue shall otherwise expressly
declare every issue of shares whether declared to be preference or
otherwise shall be subject to the powers hereinbefore
contained".
Exhibit B
RESOLVED as a special resolution, that the Amended
and Restated Articles of Association of the Company be amended as
follows:
By deleting the existing Article 6 in its entirety and
substituting therefore the following new Article:
"6. The authorized share capital of the Company at the date of
adoption of these Articles is US$3,500,000 divided into 350,000,000 shares of a
nominal or par value of US$0.01 each
with power for the Company insofar as is permitted by law, to
redeem or purchase any of its shares and to increase or reduce the
said capital subject to the provisions of the Companies Law and
these Articles and to issue any part of its capital, whether
original, redeemed or increased with or without any preference,
priority or special privilege or subject to any postponement of
rights or to any conditions or restrictions and so that unless the
conditions of issue shall otherwise expressly declare every issue
of shares whether declared to be preference or otherwise shall be
subject to the powers hereinbefore contained."
EXHIBIT C
THE9 LIMITED
EIGHTH AMENDED AND RESTATED 2004 STOCK OPTION PLAN
1. Purposes of the Plan
The purposes of this Plan are:
(a) to attract and retain the best available personnel for
positions of substantial responsibility,
(b) to provide additional incentive to Employees, Directors and
Consultants, and
(c) to motivate the participating personnel, promote their
dedication, and encourage them to devote themselves to the success
of the Company's business.
2. Definitions
"Administrative
Committee"
|
the Board or any of
its Committees as shall be designated to administer the Plan in
accordance with Section 4 below.
|
"Applicable Accounting
Standards"
|
Generally Accepted
Accounting Principles in the United States, International Financial
Reporting Standards or such other accounting principles or
standards as may apply to the Company's financial statements under
United States federal securities laws from time to time.
|
"Applicable
Laws"
|
the requirements
relating to the administration of stock option plans under any
stock exchange or quotation system on which the Ordinary Shares are
listed or quoted and the laws of any country or jurisdiction which
apply to the grant of Awards under the Plan.
|
"Award"
|
an Option, a Stock
Purchase Right, a Restricted Share, or a Restricted Share Unit, as
adjusted in accordance with Section 14 below.
|
"Award
Agreement"
|
a written or
electronic agreement between the Company and a Grantee evidencing
the terms and conditions of an individual grant of Award. The Award
Agreement is subject to the terms and conditions of the
Plan.
|
"Board"
|
the Board of
Directors of the Company.
|
"Committee"
|
a committee of
Directors appointed by the Board.
|
"Company"
|
The9 Limited, a
company incorporated under the laws of Cayman Islands.
|
"Consultant"
|
any person who
renders or has rendered consulting or advisory services to the
Company or any Subsidiary.
|
"Director"
|
a member of the
Board.
|
"Disability"
|
any total and
permanent disability which prevents a Service Provider from
performing his duties under the relevant contract of employment,
engagement, appointment or service (as the case may be) or
otherwise from continuing in such capacity.
|
"Employee"
|
any person employed
by the Company or any Subsidiary of the Company, including but not
limited to the directors of such Subsidiary. A person shall not
cease to be an Employee in the case of:
(i) any leave of
absence approved by the Company; or
(ii) any transfers or
secondment between any locations of the Company or between the
Company and any Subsidiary.
|
"Fair Market
Value"
|
as of any date, the
value of Ordinary Shares as determined in the following
manners:
(i) if the Ordinary
Shares are listed or publicly traded on any established stock
exchange or a national market system, its Fair Market Value shall
be the closing sales price for such stock (or the closing bid, if
no sales were reported) as quoted on such exchange or system on the
date of determination or on the last market trading day prior to
the date of determination (if the date of determination is not a
market trading day), as reported in The Wall Street Journal
or such other sources as the Administrative Committee deems
reliable;
(ii) if the Ordinary
Shares are regularly quoted by a principal recognized securities
dealer but selling prices are not reported, its Fair Market Value
shall be the average between the high bid and low asked prices for
the Ordinary Shares on the date of determination or on the last
market trading day prior to the date of determination (if the date
of determination is not a market trading day); or
(iii) in the absence
of an established market for the Ordinary Shares, its Fair Market
Value shall be determined in good faith by the Administrative
Committee after consultation with legal and accounting experts as
the Administrative Committee may deem advisable.
|
"Grantee"
|
the holder of an
outstanding Award granted under the Plan.
|
"Option"
|
a stock option
granted pursuant to the Plan which confers the holder a right to
purchase a specified amount of Ordinary Shares from the Company on
and subject to the pre- determined terms and conditions stipulated
in the Award Agreement.
|
"Ordinary
Shares"
|
ordinary shares of
the Company, par value US$0.01 per share.
|
"Plan"
|
this 2004 Stock
Option Plan.
|
"Restricted
Share"
|
an Ordinary Share
awarded to a Service Provider pursuant to Section 11 that is
subject to certain restrictions and may be subject to risk of
forfeiture.
|
"Restricted Share
Unit"
|
the right granted to
a Service Provider pursuant to Section 14 to receive an Ordinary
Share at a future date.
|
"Securities
Act"
|
securities exchange
legislation of any applicable jurisdiction as amended from time to
time.
|
"Service
Provider"
|
an Employee, a
Director or a Consultant.
|
"Stock Purchase
Right"
|
a right to purchase
Ordinary Shares pursuant to Section 10 below.
|
"Subsidiary"
|
any corporation or
other entity of which a majority of the outstanding voting shares
or voting power is beneficially owned directly or indirectly by the
Company, or an affiliated entity that the Company controls through
contractual arrangements and consolidates the financial results
according to the Applicable Accounting Standards.
|
"Tax Law"
|
the relevant tax law
of the applicable jurisdiction, as amended from time to
time.
|
Except where otherwise indicated by the context herein,
references to the masculine gender shall also include the feminine
gender and the neuter and vice versa, and references to the
singular shall also include the plural and vice versa.
3. Stock Subject to the Plan
Subject to the provisions of Section 14 of the Plan, the maximum
aggregate number of Ordinary Shares which may be issued pursuant to
all Awards under the Plan is 100,000,000 Ordinary Shares. At all
times during the term of the Plan and while any Awards are
outstanding, the Company shall retain as authorized and unissued
stock, or as treasury stock, at least the number of Ordinary Shares
from time to time required under the provisions of the Plan for
such outstanding Awards or otherwise assure itself of its ability
to perform its obligations hereunder.
If an Award expires or terminates for any reason or becomes
unexercisable without having been exercised in full, or is
surrendered, the unacquired or unpurchased Ordinary Shares which
were subject thereto shall become available for future grant or
sale under the Plan (unless the Plan has terminated). However,
Ordinary Shares that have actually been issued under the Plan shall
not be reverted to the Plan and shall not become available for
future distribution under the Plan, except that if Awards are
repurchased by the Company at their original purchase price and
cancelled pursuant to Section 10, the Ordinary Shares so
repurchased (which will then be authorized but unissued Ordinary
Shares) shall become available for future grant under the Plan.
4. Administration of the Plan
(a) Administrative Committee
The Plan shall be administered by the Board or a Committee
appointed by the Board (the "Administrative Committee"), which
Administrative Committee shall be constituted to comply with the
Applicable Laws.
(b) Powers of the Administrative Committee
Subject to the provisions of the Plan and, in the case of an
Administrative Committee, the specific duties delegated by the
Board to such Administrative Committee, and subject to the approval
of any relevant authorities, the Administrative Committee shall
have, in addition to its other authority provided herein, the
authority at its sole discretion:
(i) to determine the Fair Market Value in the manners as set out
in the definition of Fair Market Value under Section 2 above;
(ii) to select from time to time the Service Providers
(excluding the Directors, Award grants to whom shall be determined
by the compensation committee of the Board, or before the
appointment of compensation committee, by the Board) to whom Awards
may be granted hereunder;
(iii) to determine the number of Ordinary Shares to be covered
by each Award grant hereunder to the Service Providers (excluding
the Directors, Award grants to whom shall be determined by the
compensation committee of the Board, or before the appointment of
compensation committee, by the Board);
(iv) to approve forms of agreement for use under the Plan;
(v) to determine the terms and conditions, of any Awards granted
hereunder. Such terms and conditions include, but are not limited
to, the exercise price (where applicable), the time or times when
an Award may be exercised (which may be based on performance
criteria or a pre-determined vesting period), any forfeiture
restrictions, any vesting acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding any
Awards or the Ordinary Shares relating thereto, based in each case
on such factors as the Administrative Committee, at its sole
discretion, shall determine;
(vi) to determine whether and under what circumstances an Option
may be settled in cash under subsection 9(e) below instead of
Ordinary Shares;
(vii) to reduce the exercise price of any Awards (where
applicable) to the then current Fair Market Value if the Fair
Market Value of the Ordinary Shares covered by such Awards has
declined since the date the Awards were granted;
(viii) to prescribe, amend and rescind rules and regulations
relating to the Plan (but not the Plan per se), including rules and
regulations relating to sub-plans established for the purpose of
qualifying for preferred tax treatment under foreign tax law;
(ix) to allow Grantees to satisfy withholding tax obligations by
electing to have the Company withhold from the Ordinary Shares to
be issued upon exercise of or in relation to an Award that number
of Ordinary Shares having a Fair Market Value equal to the amount
required to be withheld. The Fair Market Value of the Ordinary
Shares to be withheld shall be determined on the date that the
amount of tax to be withheld is to be determined or the tax
liability arises or the tax is due to be paid, or any other date as
the Administrative Committee may deem appropriate. All elections by
Grantees to have Ordinary Shares withheld for this purpose shall be
made in such form and under such conditions as the Administrative
Committee may deem necessary or advisable;
(x) to construe and interpret the terms of the Plan and awards
granted pursuant to the Plan; and
(xi) to take any other actions as the Administrative Committee
shall consider appropriate for the proper administration of the
Plan.
(c) Effect of Administrative Committee's Decision
All decisions, determinations and interpretations of the
Administrative Committee pursuant to the provisions of the Plan
shall be final conclusive and binding on all Grantees.
5. Eligibility
(a) Awards may be granted to Service Providers.
(b) Neither the Plan nor any Awards shall confer upon any
Grantee any right with respect to continuing the Grantee's
relationship as a Service Provider with the Company, nor shall it
interfere in any way with his or her right or the Company's right
to terminate such relationship at any time, with or without
cause.
6. Term of Plan
The Plan shall become effective upon its adoption by the Board.
It shall continue in effect for a term of twenty (20) years unless
sooner terminated under Section 16 below.
7. Term of Award
The term of each Award shall be stated in the Award
Agreement.
8. Option Exercise Price and Consideration
(a) The per share exercise price for the Ordinary Shares to be
issued upon exercise of an Option shall be such price as is
determined by the Administrative Committee.
(b) The terms, conditions and restrictions for the issuance of
the Ordinary Shares upon exercise of an Option, including the
method of payment, shall be determined by the Administrative
Committee. The Administrative Committee may at its sole discretion
authorize or accept payment in one or more of the following
manners:
(i) cash,
(ii) check payable to the order of the Company,
(iii) promissory note,
(iv) surrender to the Company of other Ordinary Shares which (x)
in the case of Ordinary Shares acquired upon exercise of an Option,
have been owned by the Grantee for more than six (6) months on the
date of surrender, and (y) have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the Ordinary
Shares as to which such Option shall be exercised,
(v) consideration received by the Company under a cashless
exercise program implemented by the Company in connection with the
Plan, or
(vi) any combination of the foregoing methods of payment.
In making its determination as to the above, the Administrative
Committee shall consider the best interest of and advantage to the
Company.
9. Exercise of Option
(a) Procedure for Exercise; Rights as a Shareholder
Any Option granted hereunder shall be exercisable according to
the terms hereof at such times and under such conditions as
determined by the Administrative Committee and set forth in the
Award Agreement. An Option may not be exercised for a fraction of
an Ordinary Share.
An Option shall be deemed exercised when the Company
receives:
(i) written or electronic notice of exercise (in accordance with
the Award Agreement) from the person entitled to exercise the
Option, and
(ii) full payment for the Ordinary Shares with respect to which
the Option is exercised.
Full payment may consist of any consideration and method of
payment authorized by the Administrative Committee and permitted by
the Award Agreement and the Plan. After the Option is exercised,
the Company shall promptly issue (or cause to be issued) such
number of Ordinary Shares as covered by such Option. Ordinary
Shares issued upon exercise of an Option shall be issued in the
name of the Grantee or, if requested by the Grantee, in the joint
name of the Grantee and his or her spouse. Until the Ordinary
Shares are issued (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the
Company), no right to attend general meeting of the Company, vote
or receive dividends or other distributions or any other rights as
a shareholder shall exist with respect to the Ordinary Shares,
notwithstanding the exercise of the Option. No adjustment will be
made for a dividend or other right for which the record date is
prior to the date the Ordinary Shares are issued, except as
provided in Section 14 below.
Exercise of an Option in any manner shall result in a decrease
in the number of Ordinary Shares thereafter available, both for
purposes of the Plan and for sale under the Option, by the number
of Ordinary Shares as to which the Option is exercised.
(b) Termination of Relationship as Service Provider
If a Grantee ceases to be a Service Provider (save and except
due to the Grantee's Disability, in which event subsection 9(c)
below shall apply or due to the Grantee's death, in which event
subsection 9(d) below shall apply), such Grantee may exercise his
or her Option within such period of time as is specified in the
Award Agreement (of at least thirty (30) days but in no event later
than the expiration of the term of the Option as set forth in the
Award Agreement) to the extent that the Option is vested on the
date of such cessation . In the absence of a specified time in the
Award Agreement, the Option shall remain exercisable for three (3)
months following the Grantee's cessation as aforesaid (but in no
event later than the expiration of the term of the Option as set
forth in the Award Agreement). If, on the date of cessation, the
Grantee is not vested as to his or her entire Option, the Ordinary
Shares covered by the unvested portion of the Option shall revert
to the Plan. If, after the cessation, the Grantee does not exercise
his or her Option to the fullest extent vested within the time
specified in the Award Agreement or stipulated herein as the case
may be, the Option shall lapse automatically, and the Ordinary
Shares covered by such unexercised portion of the Option shall
revert to the Plan and the Grantee shall have no claim for
compensation or otherwise against the Company whatsoever.
(c) Disability of Grantee
If a Grantee ceases to be a Service Provider as a result of the
Grantee's Disability, the Grantee may exercise his or her Option
within such period of time as is specified in the Award Agreement
(of at least six (6) months but in no event later than the
expiration of the term of such Option as set forth in the Award
Agreement) to the extent the Option is vested on the date of such
cessation. In the absence of a specified time in the Award
Agreement, the Option shall remain exercisable for twelve (12)
months following the Grantee's cessation as aforesaid (but in no
event later than the expiration of the term of such Option as set
forth in the Award Agreement). If, on the date of cessation, the
Grantee is not vested as to his or her entire Option, the Ordinary
Shares covered by the unvested portion of the Option shall revert
to the Plan. If, after the cessation, the Grantee does not exercise
his or her Option to the fullest extent vested within the time
specified in the Award Agreement or stipulated herein as the case
may be, the Option shall lapse automatically, and the Ordinary
Shares covered by such unexercised portion of the Option shall
revert to the Plan and the Grantee shall have no claim for
compensation or otherwise against the Company whatsoever.
(d) Death of Grantee
If a Grantee dies while being a Service Provider, the Option may
be exercised within such period of time as is specified in the
Award Agreement (of at least six (6) months but in no event later
than the expiration of the term of such Option as set forth in the
Award Agreement) to the extent that the Option is vested on the
date of death by the Grantee's estate or by a person who acquires
the right to exercise the Option by bequest or inheritance
(collectively, the "Grantee's Representative"). In the absence of a
specified time in the Award Agreement, the Option shall remain
exercisable for twelve (12) months following the Grantee's death
(but in no event later than the expiration of the term of such
Option as set forth in the Award Agreement). If, at the time of
death, the Grantee is not vested as to the entire Option, the
Ordinary Shares covered by the unvested portion of the Option shall
immediately revert to the Plan. If the Option is not exercised by
the Grantee's Representative to the fullest extent vested within
the time specified in the Award Agreement or stipulated herein as
the case may be, the Option shall lapse automatically, and the
Ordinary Shares covered by such unexercised portion of the Option
shall revert to the Plan and the Grantee's estate and the Grantee's
Representative shall have no claim for compensation or otherwise
against the Company whatsoever.
(e) Buyout Provisions
The Administrative Committee may at any time offer to buy out an
Option previously granted for a payment in cash or Ordinary Shares,
based on such fair and reasonable terms and conditions as the
Administrative Committee shall establish and communicate to the
Grantee at the time that such offer is made or as set forth in the
Award Agreement.
10. Stock Purchase Rights
(a) Rights to Purchase
Stock Purchase Rights may be issued in favor of the Grantees
either alone, in addition to, or in tandem with other awards
granted under the Plan and/or cash awards made by the Company
outside of the Plan. After the Administrative Committee determines
that it will offer Stock Purchase Rights under the Plan, it shall
advise the offeree in writing or electronically of the terms,
conditions and restrictions related to the offer, including the
number of Ordinary Shares that such person shall be entitled to
purchase, the price to be paid, the forfeiture restrictions, the
time limit for the exercise of the Stock Purchase Rights and the
time within which such person must accept such offer.
(b) Repurchase Option
Unless the Administrative Committee determines otherwise, the
Award Agreement shall grant the Company a repurchase option
exercisable upon the voluntary or involuntary termination of the
Grantee as a Service Provider for any reason (including death or
Disability). The purchase price for Ordinary Shares repurchased
pursuant to the Award Agreement shall be the original price paid by
the Grantee and may be paid by cancellation of any indebtedness of
the Grantee to the Company.
(c) Other Provisions
The Award Agreement shall contain such other terms, provisions
and conditions not inconsistent with the Plan as may be determined
by the Administrative Committee at its sole discretion.
(d) Rights as a Shareholder
Once the Stock Purchase Right is exercised, the purchaser shall
have rights equivalent to those of a shareholder and shall be a
shareholder when his or her purchase and personal particulars are
entered upon the records of the Company or of the duly authorized
transfer agent of the Company. No adjustment shall be made for a
dividend or other right for which the record date is prior to the
date the Stock Purchase Right is exercised, except as provided in
Section 14 below.
11. Restricted Shares
(a) Grant of Restricted Shares
The Administrative Committee, at any time and from time to time,
may grant Restricted Shares to Service Providers as the
Administrative Committee, in its sole discretion, shall determine.
The Administrative Committee, in its sole discretion, shall
determine the number of Restricted Shares to be granted to each
Service Provider.
(b) 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 Administrative Committee, in its sole discretion, shall
determine. Unless the Administrative Committee determines
otherwise, Restricted Shares shall be held by the Company as escrow
agent until the restrictions on such Restricted Shares have
lapsed.
(c) Issuance and Restrictions
Restricted Shares shall be subject to such restrictions on
transferability and other restrictions as the Administrative
Committee may impose (including, without limitation, limitations on
the right to vote Restricted Shares or the right to receive
dividends on the Restricted Share). These restrictions may lapse
separately or in combination at such times, pursuant to such
circumstances, in such installments, or otherwise, as the
Administrative Committee determines at the time of the grant of the
Restricted Shares or thereafter.
(d) Forfeiture/Repurchase
Except as otherwise determined by the Administrative Committee
at the time of the grant of the Restricted Shares 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, the Administrative
Committee may (i) provide in any 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 (ii) in other
cases waive in whole or in part restrictions or forfeiture and
repurchase conditions relating to Restricted Shares.
(e) Certificates for Restricted Shares
Restricted Shares granted pursuant to the Plan may be evidenced
in such manner as the Administrative Committee shall determine. If
certificates representing Restricted Shares are registered in the
name of the Service Provider, 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.
(f) Removal of Restrictions
Except as otherwise provided in this Section 11, 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
Administrative Committee, in its discretion, may accelerate the
time at which any restrictions shall lapse or be removed. After the
restrictions have lapsed, the Service Provider shall be entitled to
have any legend or legends under Subsection 11(e) removed from his
or her certificate for Restricted Shares, and the underlying
Ordinary Shares shall be freely transferable by the Service
Provider, subject to applicable legal restrictions. The Committee
(in its discretion) may establish procedures regarding the release
of the underlying Ordinary Shares from escrow and the removal of
legends, as necessary or appropriate to minimize administrative
burdens on the Company.
12. Restricted Share Units
(a) Grant of Restricted Share Units
The Administrative Committee, at any time and from time to time,
may grant Restricted Share Units to Service Providers as the
Administrative Committee, in its sole discretion, shall determine.
The Administrative Committee, in its sole discretion, shall
determine the number of Restricted Share Units to be granted to
each Service Provider.
(b) 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 Administrative Committee, in its sole discretion,
shall determine.
(c) Performance Objectives and Other Terms
The Administrative 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
Service Providers.
(d) Form and Timing of Payment of Restricted Share
Units
At the time of grant, the Administrative Committee shall specify
the date or dates on which the Restricted Share Units shall become
fully vested and nonforfeitable. Upon vesting, the Administrative
Committee, in its sole discretion, may pay Restricted Share Units
in the form of cash, in Ordinary Shares or in a combination
thereof.
(e) Forfeiture/Repurchase
Except as otherwise determined by the Administrative Committee
at the time of the grant of the Restricted Share Units 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, the Administrative
Committee may (i) provide in any 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 (ii) in other
cases waive in whole or in part restrictions or forfeiture and
repurchase conditions relating to Restricted Share Units.
13. Non-Transferability of Awards
The Awards may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by
the laws of succession and may be exercised, during the lifetime of
the Grantee, only by the Grantee except as provided in subsection
9(d) above.
14. Adjustments Upon Changes in Capitalization, Merger or Asset
Sale
(a) (i) Changes in Capitalization
Subject to any action of the shareholders of the Company as
necessitated by the Applicable Laws, the number of Ordinary Shares
covered by each outstanding Award and the number of Ordinary Shares
which have been authorized for issuance under the Plan but as to
which no Awards have yet been granted or which have been reverted
to the Plan upon cancellation or expiration of an Award as well as
the price per Ordinary Share covered by each such outstanding Award
shall be proportionately adjusted for any increase or decrease in
the number of issued Ordinary Shares effected without receipt of
consideration by the Company. The conversion of any convertible
securities of the Company shall not be deemed to have been
"effected without receipt of consideration". Such adjustment shall
be made by the Board, whose determination in that respect shall be
final, binding and conclusive. Except as expressly provided herein,
no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of Ordinary Shares subject to an
Award.
(ii) Adjustments for Stock Split, Stock Dividend,
Etc.
If the Company shall at any time increase or decrease the number
of its outstanding Ordinary Shares, or change in any way the rights
and privileges of its outstanding Ordinary Shares, by means of the
payment of a stock dividend or any other distribution upon such
Ordinary Shares, or through a stock split, subdivision,
consolidation, combination, reclassification or recapitalization
involving such Ordinary Shares, then in relation to the Ordinary
Shares that are covered by the Awards granted or available under
the Plan and are affected by one or more of the above events, the
numbers, rights and privileges of the following shall be increased,
decreased or changed in like manner as if such Ordinary Shares had
been issued and outstanding, fully paid and non-assessable at the
time of such occurrence.
(b) Dissolution or Liquidation
In the event of the proposed dissolution or liquidation of the
Company, the Administrative Committee shall notify each Grantee as
soon as practicable prior to the effective date of such proposed
dissolution or liquidation. The Administrative Committee may at its
sole discretion provide for an Grantee to have the right to
exercise his or her Option or Stock Purchase Right at any time
until fifteen (15) days prior to the commencement of such proposed
dissolution or liquidation. In addition, the Administrative
Committee may at its sole discretion provide that any repurchase
option of the Company applicable to any Award and/or any right of
the Company to buy out outstanding Options under subsection 9(e)
shall lapse upon dissolution or liquidation of the Company,
provided the proposed dissolution or liquidation takes place at the
time and in the manner contemplated.
(c) Merger or Asset Sale
In the event of a merger of the Company with or into another
corporation, or the sale of substantially all of the assets of the
Company, each outstanding Award shall be assumed or an equivalent
option or share award substituted by the successor corporation or
its holding company (meaning any entity which holds directly or
indirectly at least fifty point one percent of the voting equity of
the successor corporation) or subsidiary (meaning any entity in
which the successor corporation holds directly or indirectly fifty
point one percent or more of the voting equity). In the event that
the successor corporation or its holding company or subsidiary
refuses to assume or substitute for the Award, the Grantee shall
fully vest in and have the right to exercise (where applicable) all
of the Award, including such part of the Award as to which it would
not otherwise be vested or exercisable and the repurchase option of
the Company applicable to any Award and/or any right of the Company
to buy out outstanding Options under subsection 9(e) shall lapse
upon consummation of such merger or sale of assets. If an Award
becomes fully vested and exercisable in lieu of assumption or
substitution in the event of a merger or sale of assets, the
Administrative Committee shall accordingly notify the Grantee in
writing or electronically in which event the Award shall be fully
exercisable for a period of fifteen (15) days from the date of such
notice, and the Award shall terminate upon the expiration of such
fifteen (15) day period. For the purposes of this paragraph, the
Award shall be considered assumed if, following the merger or sale
of assets, the outstanding Award confers the right to purchase or
receive proportionately the consideration (whether stock, cash, or
other securities or property) received by holders of Ordinary
Shares in the merger or sale of assets; provided, however, that if
such consideration received in the merger or sale of assets is not
solely common stock of the successor corporation or its holding
company or subsidiary, the Administrative Committee may, with the
consent of the successor corporation, provide for the consideration
to be received upon the exercise of the Award to be solely common
stock of the successor corporation or its holding company or
subsidiary equal in fair market value to the per share
consideration received by holders of Ordinary Shares in the merger
or sale of assets, such fair market value to be conclusively
determined by the Administrative Committee.
(d) General Adjustment Rules
If any adjustment or substitution provided for in this Section
14 shall result in the creation of a fractional Ordinary Share
under any Award, the Company shall, in lieu of issuing such
fractional Ordinary Share, pay to the Grantee a cash sum in the
amount equal to the product of such fraction multiplied by the Fair
Market Value of an Ordinary Share on the date the fractional
Ordinary Share otherwise would have been issued.
(e) Determination by Administrative Committee
Adjustments under this Section 14 shall be made by the
Administrative Committee whose determinations with regard thereto
shall be final, conclusive and binding upon all parties.
15. Time of Granting Awards
The date of grant of an Award shall, for all purposes, be the
date on which the Administrative Committee makes the determination
granting such Award, or such other date as determined by the
Administrative Committee. Notice of the determination shall be
given to each Service Provider to whom an Award is so granted
within a reasonable time after the date of such grant.
16. Amendment, Modification and Termination of the Plan
(a) Amendment, Modification and Termination
With the approval of the Board, at any time and from time to
time, the Committee may terminate, amend or modify the Plan;
provided, however, that to the extent necessary and desirable to
comply with any applicable law, regulation, or stock exchange rule,
unless the Company decides to follow home country practice pursuant
to Rule 5615(a)(3) of the Nasdaq listing rules applicable to
foreign private issuers, the Company shall obtain shareholder
approval of any Plan amendment in such a manner and to such a
degree as required.
(b) Awards Previously Granted
Except with respect to amendments made pursuant to Subsection
16(a), no termination, amendment, or modification of the Plan shall
adversely affect in any material way any Awards previously granted
pursuant to the Plan without the prior written consent of the
Service Provider.
(c) Effect of Amendment, Modification or Termination
No amendment, modification, suspension or termination of the
Plan shall impair the rights of any Grantee, unless mutually agreed
otherwise between the Grantee and the Administrative Committee.
Termination of the Plan shall not affect the Administrative
Committee's ability to exercise the powers granted to it hereunder
with respect to Options, Restricted Shares or Restricted Share
Units granted under the Plan prior to the date of such
termination.
17. Conditions Upon Issuance of Shares
(a) Legal Compliance
Ordinary Shares shall not be issued pursuant to any Award unless
the vesting and/or exercise of such Award and the issuance and
delivery of such Ordinary Shares shall comply with Applicable Laws
and shall be further subject to the approval of legal counsel for
the Company with respect to such compliance.
(b) Cash Payment
The payment of cash pursuant to the Plan shall be subject to all
Applicable Laws.
(c) Investment Representations
The Company may require any person to whom an Award is granted,
as a condition of exercising such Award or receiving Ordinary
Shares pursuant to the Plan, to give written assurances, in the
substance and form satisfactory to the Company and its legal
counsel, to the effect that such person is acquiring the Ordinary
Shares subject to the Award for his own account for investment and
not with any present intention of selling or otherwise distributing
the same, and to such other effects as the Company deems necessary
or appropriate in order to comply with applicable securities
laws.
(d) Restrictions
The Administrative Committee may provide that Ordinary Shares
issuable upon the vesting and/or exercise of an Award shall, under
certain conditions, be subject to restrictions whereby the Company
has a right of first refusal with respect to such Ordinary Shares,
which restrictions may survive an Grantee's term of employment,
engagement, appointment or service with the Company.
18. Inability to Obtain Regulatory Approval
The inability of the Company to obtain approval from any
regulatory body having jurisdiction over the Company with respect
to issuance of Ordinary Shares pursuant to this Plan shall relieve
the Company of any liability in respect of the failure to issue
such Ordinary Shares as to which such requisite approval shall not
have been obtained.
19. Information to Grantees and Purchasers
The Company shall provide to each Grantee and to each individual
who acquires Ordinary Shares pursuant to the Plan, not less
frequently than annually during the period such Grantee or
purchaser has one or more Award outstanding, and, in the case of an
individual who acquires Ordinary Shares pursuant to the Plan,
during the period such individual owns such Ordinary Shares, copies
of annual financial statements. The Company shall not be required
to provide such statements to key employees whose duties in
connection with the Company assure their access to equivalent
information.
20. Withholding
The Company's obligations to deliver Ordinary Shares upon the
exercise of an Option or Stock Purchase Right shall be subject to
the Grantee's satisfaction of all Applicable Laws related to tax
withholding as a result of such exercise.
21. Non-exclusivity of the Plan
The adoption of the Plan by the Board shall not be construed as
creating any limitations on the power or authority of the Board to
adopt such other or additional incentive or other compensation
arrangements of whatever nature as the Board may deem necessary or
desirable or preclude or limit the continuation of any other plan,
practice or arrangement for the payment of compensation or fringe
benefits to employees generally, or to any class or group of
employees, which the Company or any Subsidiary now has lawfully put
into effect, including, without limitation, any retirement,
pension, savings and stock purchase plan, insurance, death and
disability benefits and executive short-term incentive plans.
22. No Transfer or Assignment
The Awards granted hereunder shall not be transferred or
assigned without the approval in writing of the Administrative
Committee.
23. Governing Law
The terms and conditions of this Plan shall be governed by and
construed in accordance with the laws of the Cayman Islands.
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content:http://www.prnewswire.com/news-releases/the9-limited-held-annual-general-meeting-on-december-17-2018-300768654.html
SOURCE The9 Limited