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The Second A&R 2016 Plan increases the aggregate number of shares authorized for issuance under the First Amended and Restated 2016 Plan by 38,553,159 ordinary shares, or 5% of the Company’s outstanding shares as of September 30, 2018, from 121,270,613 ordinary shares (of which 19,646,274 shares were reserved and remained available for issuance as of September 30, 2018) to 159,823,772 ordinary shares. The ordinary shares underlying any awards that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without any issuance of ordinary shares, or are otherwise terminated (other than by exercise) under the Second A&R 2016 Plan or the Company’s 2011 Option Plan (the "2011 Plan"), shall be added back to the ordinary shares available for issuance under the Second A&R 2016 Plan; provided that (i) the shares reserved and remaining available for issuance under all of the Company's option schemes shall not exceed 10% of the issued share capital of the Company as of the effective date of the Second A&R 2016 Plan, (ii) where the Company cancels an option and issues a new option to the same grantee, the issue of such new option shall be made only to the extent that there are shares reserved and available for issuance excluding the cancelled option and (iii) notwithstanding the foregoing, no shares underlying any options granted under the Second A&R 2016 Plan or the 2011 Plan (including any grants made prior to the effective date of the Second A&R 2016 Plan) shall be added back to the shares available for issuance under the Second A&R 2016 Plan unless such options have lapsed or otherwise been terminated in accordance with the terms of the Second A&R 2016 Plan.

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Under the Second A&R 2016 Plan, the maximum value of all awards awarded under the Second A&R 2016 Plan and all other cash compensation paid by the Company to any independent, non-employee director in any calendar year shall not exceed US$1 million, provided that such limit shall not apply to the initial awards awarded under the Second A&R 2016 Plan and all other cash compensation paid by the Company to any new independent, non-employee director in the first calendar year of such director joining the Company’s Board of Directors. Although the Company made these changes to the Second A&R 2016 Plan to permit flexibility in the future, the Company is making no changes to its current director compensation arrangements and has no current plans to make any changes in the amount of compensation awarded to directors. Under the Company’s existing Independent Director Compensation Policy, as previously disclosed in the Company’s Current Report on Form 8-K filed on June 8, 2018, with the Securities and Exchange Commission (“SEC”), independent directors are paid an annual cash retainer of US$50,000 and additional fees for service as a member or chair of each committee of the Board of Directors on which they serve, ranging from US$5,000 to US$22,500 per year, as specified in the policy. Additionally, independent directors are granted equity awards valued at US$300,000 in connection with their initial election or appointment to the Board of Directors, pro-rated in the first year of service, and annual equity awards valued at US$300,000 on the date of each annual meeting of shareholders, in each case vesting on the earlier of the first anniversary of date of grant or the date of the next annual meeting of shareholders, and in full upon death, disability or the occurrence of specified events in connection with a change of control of the Company.

•	The Second A&R 2016 Plan provides that dividends or dividend equivalents payable in connection with performance-based awards are subject to the same restrictions and risk of forfeiture as the underlying award (noting that the Company does not pay dividends and does not anticipate doing so in the foreseeable future).

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Shareholder Meeting Requisition. To comply with the Rules (the ‘‘HK Listing Rules’’) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, in the Fifth Restated Articles, the Company amended its Fourth Amended and Restated Memorandum and Articles of Association (the “Fourth Restated Articles”) so that holders of one-tenth of the voting rights of the Company’s issued share capital may requisition a general meeting of shareholders, compared to a simple majority requirement set out in the Fourth Restated Articles.

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Director Appointment and Removal. To comply with the HK Listing Rules, in the Fifth Restated Articles, the Company amended the Fourth Restated Articles so that (1) shareholders requisitioning a general meeting of shareholders may put forward resolutions to appoint or remove directors, and (2) at such a meeting so convened, the affirmative vote of a simple majority of the issued shares as of the applicable record date shall be sufficient to approve the appointment or removal of directors.

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Director Compensation for Loss of Office or Retirement. To comply with the HK Listing Rules, in the Fifth Restated Articles, the Company amended its Fourth Restated Articles so that any compensation for loss of office or as consideration in connection with a director’s retirement (not being a payment to which he/she is contractually entitled) is subject to the approval of the shareholders at a general meeting.

•	Meeting Notice Requirement. To comply with the HK Listing Rules, in the Fifth Restated Articles, the Company amended its Fourth Restated Articles so that the notice period for any annual general meeting shall be at least 21 calendar days’ advance notice and the notice period for any other general meeting shall be at least 14 calendar days’ advance notice.

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