Non-Employee Director Compensation Policy

Each Non-Employee Director is eligible to receive, effective as of a date designated by the Board (the “Date of Grant”), and subject to satisfaction of applicable stock exchange requirements, an annual grant of a number of shares of Restricted Shares (as defined in the Plan) for such number of ADSs as is equal to $400,000 divided by the Nasdaq closing price of the Company’s American Depositary Shares (the “ADSs”) on the Date of Grant (or on the next succeeding business day if Nasdaq is not open for trading on the Date of Grant), rounded down to the nearest whole share. Such Restricted Shares shall vest in full on the earlier of: (i) the first anniversary of the Date of Grant or (ii) the day prior to the next subsequent Annual General Meeting of shareholders or such other date as may be designated by the Board, subject to continued service as a member of the Board through such date.

Each Non-Employee Director newly elected to the Board is eligible to receive, effective as of a date designated by the Board (the “Date of New Director Grant”), and subject to satisfaction of applicable stock exchange requirements, an initial grant of a number of Restricted Shares (as defined in the Plan) for such number of ADSs as is equal to $600,000 divided by the Nasdaq closing price of the Company’s ADSs on the Date of New Director Grant (or on the next succeeding business day if Nasdaq is not open for trading on the Date of New Director Grant), rounded down to the nearest whole share. Such Restricted Shares shall vest ratably over three years on the anniversary of the Date of New Director Grant, subject to continued service as a member of the Board through such date.

In the event that a newly elected Non-Employee Director’s date of election is less than 180 days prior to the Date of Grant of the next annual equity award to Non-Employee Directors, such newly elected Non-Employee Director shall not be eligible to participate in that particular annual equity award, but shall be eligible to participate in subsequent annual equity awards.

The total compensation of each Non-Employee Director (including cash retainers and equity grants) shall not exceed $1,000,000 in the initial calendar year of service and $750,000 in any subsequent calendar year of service.

Unless approved by the Company’s shareholders at a general meeting, the total number of shares issued and to be issued upon the exercise of share options granted and to be granted under the 2022 Equity Incentive Plan and any other plan of the Company to any Non-Employee Director within any 12-month period shall not exceed 1% of the shares in issue at the date of any grant.