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Directors%u2019 Report94ADVANCING AHEAD2.Tier 1 ESOPBelow is a summary of the principal terms of the Tier 1 ESOP of the Company. The terms of the Tier 1 ESOP are not subjecttotheprovisionsofChapter17oftheListingRules.(i)PurposeThe Tier 1 ESOP is intended to provide the Company with a flexible means of retaining, incentivising, rewarding, remunerating, compensating and/or providing benefits to selected participants. By aligning the interests of selected participants with those of the Shareholders, participants will be encouraged and motivated to continue their efforts towards enhancing the value of the Company. The options were granted based on the performance of the option holders who have made important contributions to and are important to the long term growth and profitability of the Group.(ii)Selected participantsWP OCIM One LLC (Note 1), Laurels Capital Investments Limited (%u201cLaurels%u201d), and Redwood Consulting (Cayman) Limited (%u201cRedwood Consulting%u201d). No amount is payable on the grant of option(s).(iii)AdministrationThe Board has full authority to administer the Tier 1 ESOP, including authority to interpret and construe any of its provisions and to adopt any regulations and any documents it thinks necessary or appropriate. The Board%u2019s decision on any matter connected with the Tier 1 ESOP will be final and binding on all parties.(iv)Term of the Tier 1 ESOPThe Tier 1 ESOP will not be terminated while options are outstanding.(v)Classes of shares that may be issued under the Tier 1 ESOPUnder the Tier 1 ESOP, ordinary shares may be issued. For the year ended 31 December 2024, no ordinary shares were issued.(vi)Maximum number of shares and maximum entitlement of each participantThe number of shares which may be issued upon exercise of all outstanding options granted and yet to be exercisedundertheTier1ESOPatanytimeshallnotexceed7,799,856Sharesasatthedateofthisreport(approximately 0.18% of the issued share capital of the Company (excluding treasury shares) as at the date of this report). The scheme does not set a limit of maximum entitlement of each participant under the scheme.(vii)Exercise priceThe Exercise Price is US$0.46 per option which was determined by reference to the then valuation and future prospect of the Company.(viii)Straight-line vesting36.91% of the options (the %u201cVested Percentage%u201d) vested on the date of grant, and the remainder of the options vest daily on a straight line basis until 20 January 2021 (the %u201cVesting Period%u201d).(ix)Conditions of exerciseConditions are attached to the grant of the options to each participant, which contain specific conditions in the event of a default or other leaver event which apply to the particular participant.Note:1.By reference to the announcements of the Company dated 24 November 2020 and 30 December 2020, Laurels Capital Investments Limited entered into a sale and purchase agreement dated 23 December 2020 in respect of an acquisition of 30,000,000 shares of the Company and 3,899,928 options in respect of shares of the Company, both from WP OCIM One LLC.