As filed with the Securities and Exchange Commission
on December 15, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
UCOMMUNE INTERNATIONAL LTD
(Exact Name of Registrant as Specified in Its Charter)
| Cayman Islands |
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Not Applicable |
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(State or Other Jurisdiction of
Incorporation or Organization) |
|
(IRS Employer
Identification No.) |
Floor B1, Tower D
No. 2 Guang Hua Road
Chaoyang District, Beijing
People’s Republic of China, 100026
(Address of Principal Executive Offices and Zip Code)
2020 Share Incentive Plan
(Full Title of the Plans)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(Name and Address of Agent for Service)
+1 800-221-0102
(Telephone Number, including Area Code, of Agent for Service)
Copies to:
Dan Ouyang, Esq.
Wilson Sonsini Goodrich & Rosati, Professional
Corporation
Unit 2901, 29F, Tower C, Beijing Yintai Centre
No. 2 Jianguomenwai Avenue
Chaoyang District, Beijing 100022
People’s Republic of China
Tel: +86 10 6529-8300
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☐ |
| |
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Emerging growth company |
☒ |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY
NOTE
This Registration Statement
on Form S-8 registers the offer and sale of an additional 1,000,000 Class A ordinary shares of par value US$0.024 each of Ucommune International
Ltd (the “Registrant”) for issuance under its 2020 Share Incentive Plan. In accordance with Instruction E to Form S-8, the
contents of the prior Registration Statements (File No. 333-254072 and File No. 333-267017) are hereby incorporated by reference.
Item 3. Incorporation of Documents by Reference.
The following documents filed
by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein:
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(a) |
The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022, filed with the Commission on April 25, 2023; |
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(b) |
The Registrant’s Current Reports on Form 6-K filed with the Commission on January
25, 2023, February 27,
2023, June 8, 2023, July
24, 2023, September
20, 2023, October 13, 2023, November
17, 2023, November 29,
2023 and December 15, 2023, including any amendment thereto; and |
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(c) |
The description of the Registrant’s Class A Ordinary Shares and Warrants to purchase Class A Ordinary Shares contained in its Registration Statement on Form 8-A (File No. 001-39738) filed with the Commission on January 5, 2021, including any amendment and report filed for the purpose of updating that description. |
All documents filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
subsequent to the effective date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration
Statement indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents.
Any statement contained herein
or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.
Item 8. Exhibits.
See Exhibit Index beginning on page 3 of this Registration
Statement.
UCOMMUNE INTERNATIONAL LTD
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Beijing, the People’s Republic of China, on December 15, 2023.
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Ucommune International Ltd |
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By: |
/s/ Daqing Mao |
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Name: |
Daqing Mao |
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Title: |
Director |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dr. Daqing Mao and Ms. Yan Xu and each of them,
individually, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead in any and all capacities, in connection with this registration statement, including to sign in the name and
on behalf of the undersigned, this registration statement and any and all amendments thereto, including post-effective amendments, and
to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission,
granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that such attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons on December 15, 2023 in the capacities indicated.
| Signature |
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Title |
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| /s/ Daqing Mao |
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Chairman of Board of Directors |
| Daqing Mao |
|
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| /s/ Cheong Kwok Mun |
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Director |
| Cheong Kwok Mun |
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| /s/ Zhimo Zhao |
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Director |
| Zhimo Zhao |
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| /s/ Jian Zhang |
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Director |
| Jian Zhang |
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| /s/ Jinghong Xu |
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Director |
| Jinghong Xu |
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| /s/ Xianhao Gu |
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Director |
| Xianhao Gu |
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| /s/ Zirui Wang |
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Chief Executive Officer and Chief Risk Officer |
| Zirui Wang |
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(principal executive officer) |
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| /s/ Yan Xu |
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Financial Reporting Director |
| Yan Xu |
|
(principal financial officer and principal accounting officer) |
SIGNATURE
OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of the Securities
Act of 1933, the undersigned, the duly authorized representative in the United States of Ucommune International Ltd, has signed this
registration statement or amendment thereto in New York on December 15, 2023.
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Authorized U.S. Representative
Cogency Global Inc. |
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|
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By: |
/s/ Colleen A. De Vries |
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Name: |
Colleen A. De Vries |
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Title |
Senior Vice-President on behalf of
Cogency Global Inc. |
6
Exhibit 4.2
UCOMMUNE
INTERNATIONAL LTD
Number
Incorporated under the laws of the Cayman Islands
Share capital is US$600,000 divided into
(i) 20,000,000 Class A Ordinary Shares of
a par value of US$0.024 each and
(ii) 5,000,000 Class B Ordinary Shares of
a par value of US$0.024 each
THIS IS TO CERTIFY
THAT
is the registered holder of
Class [ ] Ordinary Share(s) in the above-named Company subject to the Memorandum and Articles of Association
thereof.
EXECUTED on behalf of the said Company on the
day of 20 by:
Exhibit 5.1
| Ref: |
SQG/774298-000001/28241245v1 |
Ucommune International Ltd
Floor B1, Tower D
No.2 Guang Hua Road
Chaoyang District
Beijing 100026
People’s Republic of China
15 December 2023
Ucommune International Ltd (the “Company”)
We have been asked to render this opinion in our
capacity as counsel as to Cayman Islands law to the Company in connection with the Registration Statement on Form S-8 (the “Registration
Statement”) to be filed by the Company with the Securities and Exchange Commission on 15 December 2023, relating to the registration
under the Securities Act of 1933, as amended, (the “Act”) of 1,000,000 Class A Ordinary Shares of par value US$0.024
each in the authorised but unissued share capital of the Company (the “Shares”) for issuance pursuant to the Company’s
2020 Share Incentive Plan, as amended and effective on 6 May 2021, second amended and restated on 19 August 2022 and third amended and
restated on 1 December 2023 (the “Plan”).
For the purposes of giving this opinion, we have
examined copies of the Registration Statement and the Plan. We have also reviewed the corporate authorisations of the Company in connection
with the Plan and the issue of the Shares by the Company.
Based upon, and subject to, the assumptions and
qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
| 1. | The Shares to be issued by the Company and registered under the Registration Statement have been duly
and validly authorised. |
| 2. | When issued and paid for in accordance with the terms of the Plan and in accordance with the resolutions
adopted by the board of directors of the Company (or any individual or committee to whom the board of directors have delegated their powers
with respect to administration of the Plan), and when appropriate entries are made in the register of members (shareholders) of the Company,
the Shares will be validly issued, fully paid and non-assessable. |
In this opinion letter, the phrase “non-assessable”
means, with respect to the issuance of the Shares, that a shareholder shall not, in respect of the relevant Shares, have any obligation
to make further contributions to the Company’s assets (except in exceptional circumstances, such as involving fraud, the establishment
of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift
the corporate veil).
These opinions are subject to the qualification
that under the Companies Act (As Revised) of the Cayman Islands, the register of members of a Cayman Islands company is by statute regarded
as prima facie evidence of any matters which the Companies Act (As Revised) directs or authorises to be inserted therein. A third
party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification
(for example, in the event of fraud or manifest error).
These opinions are given only as to, and based
on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws
of the Cayman Islands which are in force on the date of this opinion letter. We express no opinion as to the meaning, validity or effect
of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations.
We have also relied upon the assumptions, which
we have not independently verified, that (a) all signatures, initials and seals are genuine, (b) copies of documents, conformed copies
or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, and (c) upon the issue
of any Shares, the consideration received by the Company shall be not less than the par value of such Shares.
We consent to the use of this opinion as an exhibit
to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto. In
giving such consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities Act,
or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration
Statement, including this opinion as an exhibit or otherwise.
Yours faithfully
/s/ Maples and Calder (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP
Exhibit 10.1
Ucommune International Ltd
2020 SHARE INCENTIVE PLAN
(Amended and Restated Effective May 6, 2021;
Second Amended and Restated Effective August 19, 2022;
Third Amended and Restated Effective December
1, 2023)
Section 1 Purpose.
The purpose of the Ucommune
International Ltd 2020 Share Incentive Plan (as amended from time to time, “2020 Plan”) is to enhance the ability of
Company to attract and retain exceptionally qualified individuals and to encourage them to acquire a proprietary interest in the growth
and performance of the Company.
This 2020 Plan is adopted
by the Company in connection with the anticipated consummation of the Business Combination and the assumption by the Company pursuant
to the Business Combination of outstanding awards (“Assumed Awards”) previously granted to the Participants under the
Ucommune Group Holdings Limited 2019 Share Incentive Plan (“Prior Plan”).
This 2020 Plan is intended
to constitute an amendment and restatement and continuation of the Prior Plan, such that from and after the assumption of the Assumed
Awards by the Company in the Business Combination, the Assumed Awards shall be deemed granted under and governed by this 2020 Plan, it
being understood that the adoption of this 2020 Plan is not intended to modify the terms and conditions of any Assumed Awards. In connection
with the Business Combination, the Assumed Awards are being adjusted as required under the terms of the Prior Plan, as set forth in a
written notice provided or to be provided to each applicable Participant, and the terms and conditions of such Assumed Awards shall otherwise
continue to be as set forth in the applicable Award Agreements covering each of the Assumed Awards.
In addition to the Assumed
Awards, from and after the time of the Business Combination, the Company intends to use this 2020 Plan to grant new Awards to eligible
Participants from time to time, subject to and in accordance with the terms and conditions described herein.
Section 2. Structure.
Each Award (as defined below)
granted by the Company pursuant to the terms of this 2020 Plan, shall be granted to each participant, and the corresponding Shares issuable
upon the exercise of such Award (the “Award Shares”) shall be issued to the participants or an entity designated by
the participants.
Section 3. Definitions.
As used in this 2020 Plan
and any Award Agreement (as defined below), the following terms shall have the meanings set forth below:
(a) “2020 Plan”
shall have the meaning set forth in Section 1.
(b) “Affiliate”
shall mean (i) any entity that, directly or indirectly, is controlled by the Company and (ii) any entity in which the Company has a significant
equity interest, in either case as determined by the Administrator.
(c) “Applicable Laws”
shall mean all laws, statutes, regulations, ordinances, rules or governmental requirements that are applicable to this 2020 Plan or any
Award granted pursuant to this 2020 Plan, including but not limited to applicable laws of the People’s Republic of China (“PRC”),
the United States and the Cayman Islands, and the rules and requirements of any applicable securities exchange.
(d) “Assumed Awards”
shall have the meaning set forth in Section 1.
(e) “Award”
shall mean any Option, award of Restricted Share, Restricted Share Unit or Other Share-Based Award granted under this 2020 Plan.
(f) “Award Agreement”
shall mean any written agreement, contract or other instrument or document evidencing any Award granted under this 2020 Plan. For the
avoidance of doubt, award agreements previously entered into with respect to Assumed Awards shall constitute Award Agreements for all
purposes hereunder.
(g) “Board”
shall mean the board of directors of the Company.
(h) “Business Combination”
shall mean the transactions contemplated by that certain Merger Agreement (“Merger Agreement”) dated as of June 29,
2020, by and among the Company, Ucommune Group Holdings Limited, and certain parties thereto, as amended from time to time.
(i) “Committee”
shall mean a compensation committee of the Board or another board committee designated by the Board to administer this 2020 Plan.
(j) “Company”
shall mean Ucommune International Ltd, a company incorporated under the laws of the Cayman Islands, together with any successor thereto.
(k) “Consultant”
means any individual, including an advisor, who is engaged by the Company or an Affiliate to render services and is compensated for such
services, and any director of the Company whether or not compensated for such services.
(l) “Discharge”
shall mean that the relationship between the Participant and the Company or an Affiliate, whether it is employment or consultancy, is
terminated due to economic layoffs or restructuring of the Company or an Affiliate, as the case may be.
(m) “Fair Market
Value” shall mean, with respect to any property (including, without limitation, any Shares or other securities) the fair market
value of such property determined by such methods or procedures as shall be established from time to time by the Administrator.
(n) “Option”
shall mean an option granted under Section 7 hereof.
(o) “Other Share-Based
Award” shall mean a right granted under Section 9 hereof.
(p) “Participant”
shall mean an individual granted an Award under this 2020 Plan.
(q) “Prior Plan”
shall have the meaning set forth in Section 1.
(r) “Restricted Share”
shall mean any Share granted under Section 8 hereof.
(s) “Restricted Share
Unit” shall mean a contractual right granted under Section 8 hereof that is denominated in Shares, each of which represents
a right to receive the value of a Share (or a percentage of such value, which percentage may be higher than 100%) upon the terms and conditions
set forth in this 2020 Plan and the applicable Award Agreement.
(t) “Shares”
shall mean Class A Ordinary Shares of the Company, par value US$0.024 per share.
(u) “Share Consolidation”
shall mean the share consolidation of 20 ordinary shares with par value of US$0.0001 each in the Company’s issued and unissued share
capital into one ordinary share with par value of US$0.002 each of the Company effective on April 21, 2022, and the share consolidation
of 12 ordinary shares with par value of US$0.002 each in the Company’s issued and unissued share capital into one ordinary share
with par value of US$0.024 each of the Company effective on November 29, 2023.
(v) “Substitute Awards”
shall mean Awards granted in assumption of, or in substitution for, outstanding awards previously granted by, or held by the employees
of, a company or other entity or business acquired (directly or indirectly) by the Company or with which the Company combines, which shall
not include the Assumed Awards.
Section 4. Eligibility.
(a) Employees (each, an “Employee”)
and Consultants of the Company or an Affiliate are eligible to participate in this 2020 Plan. An Employee or Consultant who has been granted
an Award may, if he or she is otherwise eligible, be granted additional Awards.
(b) An individual who has
agreed to accept employment by, or to provide services to, the Company or an Affiliate shall be deemed to be eligible for Awards hereunder.
Section 5. Administration.
(a) This 2020 Plan shall be
administered by the Administrator formed in accordance with applicable laws and stock exchange rules, unless otherwise determined by the
Board. The term “Administrator” shall refer to the Board or the Committee, as applicable. The Administrator may delegate its
duties and powers under this 2020 Plan in whole or in part to a person or a board committee designated by it.
(b) Subject to the terms of
this 2020 Plan and Applicable Laws, the Administrator shall have full power and authority to: (i) designate Participants; (ii) determine
the type or types of Awards (including Substitute Awards) to be granted to each Participant under this 2020 Plan; (iii) determine the
number of Shares to be covered by (or with respect to which payments, rights, or other matters are to be calculated in connection with)
Awards; (iv) determine the terms and conditions of any Award including, but not limited to, any restrictions or limitations on the Award,
any schedule for lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof,
any provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the Administrator
in its sole discretion determines; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised
in cash, Shares, other securities, other Awards, or other property, or canceled, forfeited or suspended, and the method or methods by
which Awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to what extent, and under what circumstances
cash, Shares, other securities, other Awards, other property, and other amounts payable with respect to an Award under this 2020 Plan
shall be deferred either automatically or at the election of the holder thereof or of the Administrator; (vii) interpret and administer
this 2020 Plan and any instrument or agreement relating to, or Award made under, this 2020 Plan; (viii) establish, amend, suspend or waive
such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of this 2020 Plan; (ix)
determine whether and to what extent Awards should comply or continue to comply with any requirement of statute or regulation; and (x)
make any other determination and take any other action that the Administrator deems necessary or desirable for the administration of this
2020 Plan.
(c) All decisions of the Administrator
shall be final, conclusive and binding upon all persons, including the Company, the shareholders of the Company and the Participants and
their beneficiaries.
(d) The Administrator may
impose restrictions on any Award with respect to non-competition, confidentiality, lock-up and any other events that it considers to be
detrimental to the Company, and impose other restrictive covenants as it deems necessary or appropriate in its sole discretion. In the
event that these restrictions are breached, the Administrator may request the Participants to return all benefits made available to them
under this 2020 Plan and such Participants shall cease to be entitled to potential benefits intended to be made available to them under
this 2020 Plan.
Section 6. Shares Available for Awards.
(a) Subject to adjustment
as provided below, the maximum aggregate number of Shares that may be issued pursuant to all Awards shall initially not exceed 1,071,620
Shares (which has reflected the Share Consolidation) (including the Assumed Awards). For the avoidance of doubt, pursuant to the Merger
Agreement the number of Shares underlying the Assumed Awards shall be equal to the product of: (i) the number of shares of Ucommune Group
Holdings Limited subject to Prior Plan multiplied by (ii) 0.478333.
(b) If, after the effective
date of this 2020 Plan, any Shares covered by an Award, or to which such an Award relates, are forfeited, cancelled or if such an Award
otherwise terminates without the delivery of Shares or of other consideration, then the Shares covered by such Award, or to which such
Award relates, to the extent of any such forfeiture or termination, shall again be, or shall become, available for issuance under this
2020 Plan.
(c) In the event that any
Option or other Award granted hereunder (other than a Substitute Award) is exercised through the delivery of Shares, or in the event that
withholding tax liabilities arising from such Option or Award are satisfied by the withholding of Shares by the Company, the number of
Shares available for Awards under this 2020 Plan shall be increased by the number of Shares so surrendered or withheld.
(d) Any Shares delivered pursuant
to an Award may consist, in whole or in part, of authorized and unissued Shares, treasury Shares or Shares purchased on the open market.
(e) In the event that the
Administrator shall determine that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other
property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other
securities of the Company, or other similar corporate transaction or event affects the Shares such that an adjustment is determined, in
its absolute discretion, by the Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under this 2020 Plan, then the Administrator shall, in such manner as it may deem appropriate,
adjust any or all of (i) the number and type of Shares (or other securities or property) which thereafter may be made the subject of Awards,
including the aggregate limit specified in Section 6(a) hereof, (ii) the number and type of Shares (or other securities or property) subject
to outstanding Awards, (iii) the grant price, purchase price, or exercise price with respect to any Award or, if deemed appropriate, make
provision for a cash payment to the holder of an outstanding Award, and (iv) the minimum number of Shares which may be acquired by the
holder of an outstanding Award at any one time; provided, however, that the number of Shares subject to any Award denominated in
Shares shall always be a whole number.
(f) Shares underlying Substitute
Awards shall not reduce the number of Shares remaining available for issuance under this 2020 Plan.
(g) Except as expressly provided
in this 2020 Plan, no Participant shall have any rights by reason of any subdivision or consolidation of Shares of any class, the payment
of any dividend, any increase or decrease in the number of shares of any class or any dissolution, liquidation, merger, or consolidation
of the Company or any other corporation. Except as expressly provided in this 2020 Plan or pursuant to action of the Administrator under
this 2020 Plan, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and
no adjustment by reason thereof shall be made with respect to, the number of shares subject to an Award or the grant or exercise price
of any Award.
Section 7. Options.
The Administrator is hereby
authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions, in
either case not inconsistent with the provisions of this 2020 Plan, as the Administrator shall determine and set forth in the Award Agreement:
(a) The purchase price per
Share under an Option shall be determined by the Administrator.
(b) The term of each Option
shall be fixed by the Administrator.
(c) The Administrator shall
determine the time or times at which an Option may be exercised in whole or in part, and the method or methods by which, and the form
or forms, including, without limitation, cash, Shares, other Awards, or other property, or any combination thereof, having a Fair Market
Value on the exercise date equal to the relevant exercise price, in which, payment of the exercise price with respect thereto may be made
or deemed to have been made.
Section 8. Restricted Shares and
Restricted Share Units.
(a) The Administrator is hereby
authorized to grant Awards of Restricted Shares and Restricted Share Units to Participants.
(b) Restricted Shares and
Restricted Share Units shall be subject to such restrictions as the Administrator may impose (including, without limitation, any limitation
on the right to vote a Restricted Share or the right to receive any dividend or other right or property), which restrictions may lapse
separately or in combination at such time or times, in such installments or otherwise, as the Administrator may deem appropriate.
(c) Any Restricted Share granted
under this 2020 Plan may be evidenced in such manner as the Administrator may deem appropriate including, without limitation, book-entry
registration or issuance of a share certificate or certificates, creation of a new class of shares or amendment of the Memorandum and/or
Articles of Association of the Company. In the event any share certificate is issued in respect of Restricted Shares granted under this
2020 Plan, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Restricted Share.
Section 9. Other Share-Based Awards.
The Administrator is hereby
authorized to grant to Participants such other Awards (including, without limitation, share appreciation rights and rights to dividends
and dividend equivalents) that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related
to, Shares (including, without limitation, securities convertible into Shares) as are deemed by the Administrator to be consistent with
the purposes of this 2020 Plan. Subject to the terms of this 2020 Plan, the Administrator shall determine the terms and conditions of
such Awards. Shares or other securities delivered pursuant to a purchase right granted under this Section 9 shall be purchased for such
consideration, which may be paid by such method or methods and in such form or forms, including, without limitation, cash, Shares, other
securities, other Awards, or other property, or any combination thereof, as the Administrator shall determine.
Section 10. General Provisions Applicable
to Awards.
(a) All Awards shall be evidenced
by an Award Agreement between the Company and each Participant.
(b) Awards shall be granted
for no cash consideration or for such minimal cash consideration as may be required by Applicable Laws.
(c) Awards may, in the discretion
of the Administrator, be granted either alone or in addition to or in tandem with any other Award or any award granted under any other
plan of the Company. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted
under any other plan of the Company, may be granted either at the same time as or at a different time from the grant of such other Awards
or awards.
(d) Subject to the terms of
this 2020 Plan, payments or transfers to be made by the Company upon the grant, exercise or payment of an Award may be made in such form
or forms as the Administrator shall determine including, without limitation, cash, Shares, other securities, other Awards, or other property,
or any combination thereof, and may be made in a single payment or transfer, in installments, or on a deferred basis, in each case in
accordance with rules and procedures established by the Administrator. Such rules and procedures may include, without limitation, provisions
for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of dividend equivalents
in respect of installment or deferred payments.
(e) Unless the Board or the
Administrator shall otherwise determine, no Award and no right under any such Award, shall be assignable, alienable, saleable or transferable
by a Participant otherwise than by will or by the laws of descent and distribution; provided, however, that, if so determined by the Administrator
or the Board, a Participant may, in the manner established by the Administrator, designate a beneficiary or beneficiaries to exercise
the rights of the Participant, and to receive any property distributable, with respect to any Award upon the death of the Participant.
Each Award, and each right under any Award, shall be exercisable during the Participant’s lifetime only by the Participant or, if
permissible under Applicable Laws and the applicable Award Agreement, by the Participant’s guardian or legal representative. No
Award and no right under any such Award, may be pledged, charged, mortgaged, alienated, attached, or otherwise encumbered, and any purported
pledge, charge, mortgage, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company. The provisions
of this paragraph shall not apply to any Award which has been fully exercised, earned or paid, as the case may be, and shall not preclude
forfeiture of an Award in accordance with the terms hereof and of the applicable Award Agreement.
(f) All certificates for Shares
or other securities delivered under this 2020 Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer
orders and other restrictions as the Administrator may deem advisable under this 2020 Plan or the rules, regulations, and other requirements
of the United States Securities and Exchange Commission, any stock exchange upon which such Shares or other securities are then listed,
and any Applicable Laws, and the Administrator may cause a legend or legends to be put on any such certificates to make appropriate reference
to such restrictions.
(g) No Shares shall be delivered
under the 2020 Plan to any Participant until such Participant has made arrangements acceptable to the Administrator for the satisfaction
of any income and employment tax withholding obligations under Applicable Laws. The Company or any of its subsidiaries shall have the
authority and the right to deduct or withhold, or require a Participant to remit to the Company or its subsidiaries, an amount sufficient
to satisfy all applicable taxes (including the Participant’s payroll tax obligations) required or permitted by Applicable Laws to
be withheld with respect to any taxable event concerning a Participant arising as a result of the 2020 Plan. The Administrator may in
its discretion and in satisfaction of the foregoing requirement allow a Participant to elect to have the Company withhold Shares otherwise
issuable under an Award (or allow the return of Shares) having a Fair Market Value equal to the sum required to be withheld. Notwithstanding
any other provision of the 2020 Plan, the number of Shares which may be withheld with respect to the issuance, vesting, exercise or payment
of any Award (or which may be repurchased from the Participant of such Award after such Shares were acquired by the Participant from the
Company) in order to satisfy any income and payroll tax liabilities applicable to the Participant with respect to the issuance, vesting,
exercise or payment of the Award shall, unless specifically approved by the Administrator, be limited to the number of Shares which have
a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory
withholding rates for the applicable income and payroll tax purposes that are applicable to such supplemental taxable income.
Section 11. Amendment and Termination.
(a) Except to the extent prohibited
by Applicable Laws and unless otherwise expressly provided in an Award Agreement or in this 2020 Plan, the Administrator may amend, alter,
suspend, discontinue or terminate this 2020 Plan, or any Award Agreement hereunder or any portion hereof or thereof at any time; provided,
however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) shareholder approval
with such legally mandated threshold for a resolution of the shareholders of the Company, if such approval is necessary to comply with
any tax or regulatory requirement for which or with which the Administrator deems it necessary or desirable to qualify or comply, and
(ii) with respect to any Award Agreement, the consent of the affected Participant, if such action would materially and adversely affect
the rights of such Participant under any outstanding Award.
(b) The Administrator may
waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate, any Award theretofore granted,
prospectively or retroactively, without the consent of any relevant Participant or holder or beneficiary of an Award; provided, however,
that no such action shall materially and adversely affect the rights of any affected Participant or holder or beneficiary under any Award
theretofore granted under this 2020 Plan; and provided further that, except as provided in Section 6(e) hereof, no such action
shall reduce the exercise price of any Option established at the time of grant thereof.
(c) The Administrator shall
be authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring
events (including, without limitation, the events described in Section 6(e) hereof affecting the Company, or the financial statements
of the Company, or of changes in Applicable Laws or accounting principles); whenever the Administrator determines that such adjustments
are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under
this 2020 Plan.
(d) Any provision of this
2020 Plan or any Award Agreement to the contrary notwithstanding, with the affected Participant’s consent, the Administrator may
cause any Award granted hereunder to be canceled in consideration of a cash payment or alternative Award made to the holder of such canceled
Award equal in value to the Fair Market Value of such canceled Award as of the time of the cancellation.
(e) The Administrator may
correct any defect, supply any omission, or reconcile any inconsistency in this 2020 Plan or any Award in the manner and to the extent
it shall deem desirable to carry this 2020 Plan into effect.
Section 12. Withholding
Taxes. The exercise of each Award granted under this 2020 Plan shall be subject to the condition that, if at any time, the Administrator
shall determine that the satisfaction of withholding tax is necessary or desirable in respect of such exercise, such exercise shall not
be effective unless such withholding has been effected to the satisfaction of the Administrator. In such circumstances, the Administrator
may require the exercising Participant to pay to the Company, in addition to and in the same manner as the exercise price for the Award
Shares, such amount as the Company or any Affiliate is obliged to remit to the relevant taxing authority in respect of the exercise of
the Awards. Alternatively, the Administrator may direct the Company or an Affiliate thereof to withhold the appropriate amount of tax
from the applicable Participant’s salary in connection with a requested exercise. Any such additional payment shall be due
no later than the date as of which any amount with respect to the Award exercised first becomes includable in the gross income of the
exercising Participant for tax purposes.
Section 13. Miscellaneous.
(a) No employee, independent
contractor, Participant or other person shall have any claim to be granted any Award under this 2020 Plan, and there is no obligation
for uniformity of treatment of employees, independent contractors, Participants, or holders or beneficiaries of Awards under this 2020
Plan. The terms and conditions of Awards need not be the same with respect to each recipient.
(b) Nothing contained in this
2020 Plan shall prevent the Company from adopting or continuing in effect other or additional compensation arrangements, and such arrangements
may be either generally applicable or applicable only in specific cases.
(c) The grant of an Award
shall not be construed as giving a Participant the right to be retained in the employ or service of the Company or any Affiliate. Further,
the Company or the applicable Affiliate may at any time dismiss a Participant from employment or terminate the services of an independent
contractor, free from any liability, or any claim under this 2020 Plan, unless otherwise expressly provided in this 2020 Plan or in any
Award Agreement or in any other agreement binding upon the parties.
(d) If any provision of this
2020 Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or as to any person or
Award, or would disqualify this 2020 Plan or any Award under any Applicable Laws, such provision shall (to the fullest extent permitted
by Applicable Laws) be construed or deemed amended to conform to Applicable Laws, or if it cannot be so construed or deemed amended without,
in the determination of the Administrator, materially altering the intent of this 2020 Plan or the Award, such provision shall be stricken
as to such jurisdiction, person or Award, and the remainder of this 2020 Plan and any such Award shall remain in full force and effect.
(e) Awards payable under this
2020 Plan shall be payable in Shares or from the general assets of the Company, and no special or separate reserve, fund or deposit shall
be made to assure payment of such awards. No Participant, beneficiary or other person shall have any right, title or interest in any fund
or in any specific asset (including Shares, except as expressly otherwise provided) of the Company or one of its subsidiaries by reason
of any award hereunder.
(f) Neither this 2020 Plan
nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company
and a Participant. To the extent that any person acquires a right to receive payments from the Company pursuant to an Award, such right
shall be no greater than the right of any unsecured general creditor of the Company.
(g) No fractional Shares shall
be issued or delivered pursuant to this 2020 Plan or any Award, and the Administrator shall determine whether cash, other securities or
other property shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto
shall be canceled, terminated or otherwise eliminated.
(h) This 2020 Plan shall be
submitted to the competent foreign exchange regulatory authority and tax authority of the PRC for registration if Applicable Laws require,
and shall be implemented in accordance with the applicable rules of these authorities with respect to Participants who are PRC residents.
(i) In order to assure the
viability of Awards granted to Participants employed in various jurisdictions, the Administrator may, in its sole discretion, provide
for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy, or custom applicable
in the jurisdiction in which the Participant resides or is employed. Moreover, the Administrator may approve such supplements to, amendments,
restatements or alternative versions of this 2020 Plan as it may consider necessary or appropriate for such purposes without thereby affecting
the terms of this 2020 Plan as in effect for any other purpose; provided, however, that no such supplements, restatements or alternative
versions shall increase the share limitations contained in Section 6 hereof. Notwithstanding the foregoing, the Administrator may not
take any actions hereunder, and no Awards shall be granted, that would violate any Applicable Laws.
(j) The Company shall not
be obligated to grant any Awards, permit the exercise of any Awards, issue any Award Shares upon the exercise of any Awards, make any
payments or take any other action pursuant to this 2020 Plan if, in the opinion of the Administrator, such action would conflict or be
inconsistent with any Applicable Law or the Company’s trading policies, and the Administrator reserves the right to refuse to take
such action for so long as such conflict or inconsistency or issue remains outstanding.
(k) The Company shall maintain
a register of Awards granted to the Participants and Award Shares issued to the Participants or an entity designated by the Participants,
including the dates of grant of such Awards and the exercise of such Awards and any other details as the Administrator may deem appropriate.
(l) The 2020 Plan and all
Award Agreements shall be governed by and construed in accordance with the laws of the Cayman Islands.
Section 14. Effective Date of 2020
Plan.
The 2020 Plan shall be effective
upon the closing the Business Combination with its approval by the Board of the Company (the “Effective Date”).
Section 15. Term of 2020 Plan.
No Award shall be granted
under this 2020 Plan after the tenth anniversary of the Effective Date. However, unless otherwise expressly provided in this 2020 Plan
or in an applicable Award Agreement, any Award theretofore granted may extend beyond such date, and the authority of the Administrator
to amend, alter, adjust, suspend, discontinue, or terminate any such Award, or to waive any conditions or rights under any such Award,
and the authority of the Board to amend this 2020 Plan, shall extend beyond such date.
-8-
Exhibit 23.1
Independent
Registered Public Accounting Firm’s Consent
We consent to the incorporation by reference in
this Registration Statement of Ucommune International Ltd. on Form S-8 of our report dated April 25, 2023, which includes an explanatory
paragraph as to the Company’s ability to continue as a going concern, with respect to our audits of the consolidated financial statements
of Ucommune International Ltd. as of December 31, 2021 and 2022 and for the years ended December 31, 2020, 2021 and 2022 appearing in
the Annual Report on Form 20-F of Ucommune International Ltd. for the year ended December 31, 2022.
/s/ Marcum Asia CPAs LLP
Marcum Asia CPAs LLP
New York, NY
December 15, 2023
NEW YORK OFFICE • 7 Penn Plaza • Suite
830 • New York, New York • 10001
Phone 646.442.4845 • Fax 646.349.5200 •
www.marcumasia.com
Exhibit 107
Calculation of Filing
Fee Tables
S-8
(Form Type)
Ucommune International
Ltd
(Exact Name of Registrant as Specified in its Charter)
N/A
(Translation of Registrant’s Name into English)
Table 1: Newly Registered
| Security
Type | |
Security
Class Title | |
Fee
Calculation Rule | |
Amount
Registered(1) | |
| |
Proposed
Maximum Offering Price Per Share | |
|
Maximum
Aggregate Offering Price | | |
Fee
Rate | | |
Amount
of Registration Fee | |
| Equity | |
Class
A ordinary shares, par value US$0.024 per share(4) | |
Rule 457(h)
and Rule 457(c) | |
| 1,000,000 | (2)(3) |
| |
$ | 3.735 | (3) |
|
$ | 3,735,000 | (3) | |
| 0.00014760 | | |
$ | 551.29 | |
| Total
Offering Amounts | |
| |
| | |
|
$ | 3,735,000 | | |
| | | |
$ | 551.29 | |
| Total
Fee Offsets | |
| |
| | |
|
| | | |
| | | |
| — | |
| Net
Fee Due | |
| |
| | |
|
| | | |
| | | |
$ | 551.29 | |
Notes:
| (1) | This registration statement on Form S-8 (this “Registration Statement”)
registers 1,000,000 Class A ordinary share, par value of US$0.024 per share, of Ucommune International Ltd (the “Registrant”)
(the “Class A Ordinary Shares”), representing additional shares of its Class A Ordinary Shares that became available for issuable
under the Registrant’s 2020 Share Incentive Plan (the “Share Incentive Plan”) pursuant to an amendment to the Share
Incentive Plan approved by the board of directors of the Company on December 1, 2023. In accordance with Rule 416(a) under the Securities
Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional
securities which may be offered and issued under the Share Incentive Plan to prevent dilution from stock splits, stock dividends or similar
transactions as provided in the Share Incentive Plan. |
| (2) | Has given effect to the share consolidation of 12 ordinary shares with
par value of US$0.002 each in the Registrant’s issued and unissued share capital into one ordinary share with par value of US$0.024
each of the Registrant effective on November 29, 2023. |
| (3) | The amount to be registered represents the Class A Ordinary Shares
available for future issuance under the Share Incentive Plan. The corresponding proposed maximum offering price per share, which is estimated
solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on the
average of the high and low prices for the Registrant’s Class A Ordinary Shares as quoted on the Nasdaq Capital Market on December
8, 2023, which is within five (5) business days prior to the date of this Registration Statement. |
| (4) | Any Class A Ordinary Shares covered by an award granted under the Share Incentive Plan (or portion of an award) that expires, for
any reason, is cancelled or terminated without having been exercise or settled or that is forfeited or repurchased and held as treasury
shares shall be deemed not to have been issued for purposes of determining the maximum aggregate number of Class A Ordinary Shares which
may be issued under the Share Incentive Plan. |
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