Transcenta Holding Limited — Capital/Financing Update 2021

Sep 14, 2021

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Hong Kong Stock Exchange ”) and Hong Kong Securities Clearing Company Limited (“ HKSCC ”) take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the prospectus dated Tuesday, September 14, 2021 (the “ Prospectus ”) issued by Transcenta Holding Limited (the “ Company ”).

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. Potential investors should read the Prospectus for detailed information about the Company and the Global Offering described below before deciding whether or not to invest in the Offer Shares.

This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdiction. The Offer Shares have not been and will not be registered under the United States Securities Act of 1933, as amended from time to time (the “ U.S. Securities Act ”) or securities law of any state or other jurisdiction of the United States and may not be offered, sold, pledged or transferred within the United States, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act. There will be no public offer of the Offer Shares in the United States. The Offer Shares are being offered and sold (1) solely to qualified institutional buyers as defined in Rule 144A under the U.S. Securities Act pursuant to an exemption from registration under the U.S. Securities Act and (2) outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act.

In connection with the Global Offering, Goldman Sachs (Asia) L.L.C., as stabilizing manager (the “ Stabilisation Manager ”), its affiliates or any person acting for it, on behalf of the Underwriters, may effect transactions with a view to stabilizing or supporting the market price of the Shares at a level higher than that which might otherwise prevail for a limited period after the Listing Date. However, there is no obligation on the Stabilisation Manager, its affiliates or any person acting for it to conduct any such stabilizing action, which, if commenced, will be done at the absolute discretion of the Stabilisation Manager and may be discontinued at any time. Any such stabilizing activity is required to be brought to an end within the 30th day of the last day for lodging of applications under the Hong Kong Public Offering. Such stabilization action, if taken, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Potential investors should be aware that stabilizing action cannot be taken to support the price of the Shares for longer than the stabilization period which begins on the Listing Date and is expected to expire on Sunday, October 17, 2021, being the 30th day after the last day for lodging applications under the Hong Kong Public Offering. After this date, no further stabilizing action may be taken, and demand for the Shares and the price of the Shares could fall.

Potential investors of the Offer Shares should note that the Joint Representatives (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate their obligations under the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in the paragraph headed “Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering – Grounds for Termination” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to be on Wednesday, September 29, 2021).

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Transcenta Holding Limited 創勝集團醫藥有限公司

(registered by way of continuation in the Cayman Islands with limited liability)

GLOBAL OFFERING

Number of Offer Shares under the : 40,330,000 Shares (subject to the OverGlobal Offering allotment Option) Number of Hong Kong Public Offer : 4,033,000 Shares (subject to reallocation) Shares Number of International Offer Shares : 36,297,000 Shares (subject to reallocation and the Over-allotment Option) Maximum Offer Price : HK$16.00 per Offer Share plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars, subject to refund) Nominal value : US$0.0001 per Share Stock code : 6628

Joint Sponsors, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers

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Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers

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Your application through the HK eIPO White Form service or the CCASS EIPO must be for a minimum of 500 Hong Kong Public Offer Shares and in one of the numbers set out in the table. You are required to pay the amount next to the number you select.

Transcenta Holding Limited (HK$16.00 per Offer Share) NUMBER OF SHARES THAT MAY BE APPLIED FOR AND PAYMENTS

No. of Hong Kong Public Offer Shares applied for 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 4,500 5,000 6,000	Amount payable on application HK$ 8,080.62 16,161.23 24,241.85 32,322.46 40,403.08 48,483.70 56,564.31 64,644.93 72,725.54 80,806.16 96,967.39	No. of Hong Kong Public Offer Shares applied for 7,000 8,000 9,000 10,000 15,000 20,000 25,000 30,000 35,000 40,000 45,000	Amount payable on application HK$ 113,128.62 129,289.86 145,451.09 161,612.32 242,418.48 323,224.64 404,030.80 484,836.96 565,643.12 646,449.28 727,255.44	No. of Hong Kong Public Offer Shares applied for 50,000 60,000 70,000 80,000 90,000 100,000 200,000 300,000 400,000 500,000 600,000	Amount payable on application HK$ 808,061.60 969,673.92 1,131,286.24 1,292,898.56 1,454,510.88 1,616,123.20 3,232,246.40 4,848,369.60 6,464,492.80 8,080,616.00 9,696,739.20	No. of Hong Kong Public Offer Shares applied for 700,000 800,000 900,000 1,000,000 1,500,000 2,000,000 2,016,500(1)	Amount payable on application HK$ 11,312,862.40 12,928,985.60 14,545,108.80 16,161,232.00 24,241,848.00 32,322,464.00 32,589,124.33

(1) Maximum number of Hong Kong Public Offer Shares you may apply for.

No application for any other number of the Hong Kong Public Offer Shares will be considered and any such application is liable to be rejected.

THE LISTING APPLICATION

We have applied to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, our Shares in issue (including the shares on conversion of the Preference Shares), to be issued pursuant to the Global Offering (including the Shares which may be issued pursuant to the exercise of the Over-allotment Option) and the Shares to be issued pursuant to the Pre-IPO Equity Incentive Plan and Post-IPO Share Award Scheme.

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STRUCTURE OF THE GLOBAL OFFERING

The Global Offering comprises:

• the Hong Kong Public Offering of initially 4,033,000 Offer Shares (subject to reallocation) in Hong Kong, representing 10% of the total number of Offer Shares initially available under the Global Offering, and

• the International Offering of initially 36,297,000 Offer Shares (subject to reallocation and the Over-allotment Option), representing 90% of the total number of Offer Shares initially available under the Global Offering.

The allocation of the Offer Shares between the Hong Kong Public Offering and the International Offering will be subject to reallocation as described in the section headed “Structure of the Global Offering” in the Prospectus.

In particular, subject to the requirements under Practice Note 18 of the Listing Rules and Guidance Letter HKEX-GL91-18, the Joint Representatives may, at their sole discretion, reallocate Offer Shares from the International Offering to the Hong Kong Public Offering to satisfy valid applications under the Hong Kong Public Offering. In accordance with Guidance Letter HKEX-GL91-18 issued by the Stock Exchange, if such reallocation is done other than pursuant to Practice Note 18 of the Listing Rules, the maximum total number of Offer Shares that may be reallocated to the Hong Kong Public Offering following such reallocation shall not exceed 4,033,000 Shares, representing 10% of the Offer Shares initially available under the Global Offering, increasing the total number of Offer Shares available under the Hong Kong Public Offering to 8,066,000 Shares, representing 20% of the Offer Shares and the final Offer Price shall be fixed at the bottom end of the indicative Offer Price range (i.e. HK$15.80 per Offer Share) stated in the Prospectus.

In connection with the Global Offering and pursuant to the International Underwriting Agreement, the Company is expected to grant to the International Underwriters, exercisable by the Stabilisation Manager (for themselves and on behalf of the International Underwriters), the Over-allotment Option, at any time from the Listing Date until Sunday, October 17, 2021, being the 30th day after the last day for lodging applications under the Hong Kong Public Offering, to require the Company to issue and allot up to 6,049,500 additional Shares, representing 15% of the Offer Shares initially available under the Global Offering, at the Offer Price, to cover over-allocations in the International Offering, if any. In the event the Over-allotment Option is exercised, we will make an announcement which will be posted on the website of the Hong Kong Stock Exchange ( www.hkexnews.hk ) and on our website ( www.transcenta.com ), respectively.

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PRICING

The Offer Price will not be more than HK$16.00 per Offer Share and is expected to be not less than HK$15.80 per Offer Share, unless otherwise announced as further explained in the section headed “Structure of the Global Offering” in the Prospectus. Applicants for the Offer Shares are required to pay, on application, the maximum Offer Price of HK$16.00 per Offer Share together with brokerage of 1.0%, SFC transaction levy of 0.0027% and the Hong Kong Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finally determined is less than HK$16.00 per Offer Share.

Prospective investors should be aware that the Offer Price to be determined on the Price Determination Date may be, but is not expected to be, lower than the indicative Offer Price range stated in the Prospectus.

EXPECTED TIMETABLE

Hong Kong Public Offering commences . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, September 14,	Hong Kong Public Offering commences . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, September 14,
	2021
Latest time to complete electronic applications under
theHK eIPO White Formservice through one of the below ways
(1) theIPO App, which can be downloaded by searching
“IPO App” in App Store or Google Play or downloaded at
www.hkeipo.hk/IPOApp orwww.tricorglobal.com/IPOApp
(2) the designated websitewww.hkeipo.hk . . . . . . . . . . . . . 11:30	a.m., Friday, September 17,
	2021
Application lists of the Hong Kong Public Offering open . . . . . . 11:45	a.m., Friday, September 17,
	2021
Latest time for (a) givingelectronic application instructionsto
HKSCC and (b) completing payment ofHK eIPO White Form
applications by effecting internet banking transfer(s) or PPS
payment transfer(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12:00	noon, Friday, September 17,
	2021
Application lists of the Hong Kong Public Offering close . . . . . 12:00	noon, Friday, September 17,
	2021
Expected Price Determination Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, September 17,
	2021
Announcement of the Offer Price, the level of indications of
interest in the International Offering, the level of applications in
the Hong Kong Public Offering; and the basis of allocation of
the Hong Kong Public Offering to be published on the websites
of the Stock Exchange atwww.hkexnews.hk and our Company
atwww.transcenta.com on or before . . . . . . . . . . . . . . . . . . . . . . . . . . . .Tuesday, September 28,

2021

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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|Announcement of results of allocations in the Hong Kong Public|
|Offering (with successful applicants’ identification document|
|numbers, where appropriate) to be available through a variety|
|of channels. (See “How to Apply for Hong Kong Public|
|Offer Shares – 11. Publication of Results” in the Prospectus) from .|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|Tuesday,|
|September 28, 2021|
|Results of allocations in the Hong Kong Public Offering will be|
|available at the “IPO Results” function in the|IPO App|or|
|at|www.tricor.com.hk/ipo/result|or|www.hkeipo.hk/IPOResult|with|
|a “search by ID” function .|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|Tuesday,|
|September 28, 2021|
|Dispatch/Collection of Share certificates or deposit of|
|Share certificates into CCASS and Dispatch/Collection|
|of refund cheques/|HK eIPO White Form|
|e-Auto Refund payment instructions (if applicable) on or before .|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.|Tuesday,|
|September 28, 2021|
|Dealings in Shares on the Stock Exchange expected to commence at .|.|.|.|.|.|.|.|.|.|.|.|.|.|.|.9:00 a.m.,|
|Wednesday, September 29, 2021|
|Note: Unless otherwise stated, all times and dates refer to Hong Kong local times and dates.|

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The application for the Hong Kong Public Offering will commence on Tuesday, September 14, 2021 until Friday, September 17, 2021. However, our Shares will not commence trading on the Stock Exchange until the Listing Date, which is expected to be on Wednesday, September 29, 2021. Such time period is longer than the normal market practice. The application monies (including brokerage, SFC transaction levy and Stock Exchange trading fee) will be held by the receiving bank on behalf of our Company and the refund monies, if any, will be returned to the applicants without interest on Tuesday, September 28, 2021. In addition, our Shares will not commence trading on the Stock Exchange until they are delivered, which is expected to be longer than the normal market practice but in any event not more than seven business days after the Price Determination Date. Investors should be aware that the dealings in Shares on the Stock Exchange are expected to commence on Wednesday, September 29, 2021.

SETTLEMENT

Subject to the granting of the approval for listing of, and permission to deal in, the Shares on the Hong Kong Stock Exchange and compliance with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings in the Shares on the Hong Kong Stock Exchange or such other date as may be determined by HKSCC. Settlement of transactions between participants of the Hong Kong Stock Exchange is required to take place in CCASS on the second business day after any trading day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made to enable the Shares to be admitted into CCASS. Investors should seek the advice of their stockbrokers or other professional advisers for details of the settlement arrangement as such arrangements may affect their rights and interests.

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ELECTRONIC APPLICATION CHANNELS

HK eIPO White Form service

You may submit your application through the HK eIPO White Form service in the IPO App or on the designated website at www.hkeipo.hk (24 hours daily, except on the last application day) from 9:00 a.m. on Tuesday, September 14, 2021 until 11:30 a.m. on Friday, September 17, 2021 and the latest time for completing full payment of application monies in respect of such applications will be 12:00 noon on Friday, September 17, 2021 or such later time as described in the section headed “How to Apply for Hong Kong Public Offer Shares – 10. Effect of Bad Weather and/or Extreme Conditions on the Opening of the Applications Lists” in the Prospectus.

CCASS EIPO

CCASS Clearing/Custodian Participants can input electronic application instructions at the following times on the following dates:[(1)]

－ Tuesday, September 14, 2021 9:00 a.m. to 8:30 p.m. － Wednesday, September 15, 2021 8:00 a.m. to 8:30 p.m. － Thursday, September 16, 2021 8:00 a.m. to 8:30 p.m. － Friday, September 17, 2021 8:00 a.m. to 12:00 noon

Note:

• (1) The times in this sub-section are subject to change as HKSCC may determine from time to time with prior notification to CCASS Clearing/Custodian Participants and/or CCASS Investor Participants.

CCASS Investor Participants can input electronic application instructions from 9:00 a.m. on Tuesday, September 14, 2021 until 12:00 noon on Friday, September 17, 2021 (24 hours daily, except on Friday, September 17, 2021, the last application day).

The latest time for inputting your electronic application instructions will be 12:00 noon on Friday, September 17, 2021, the last application day or such later time as described in the section headed “How to Apply for Hong Kong Public Offer Shares – 10. Effect of Bad Weather and/or Extreme Conditions on the Opening of the Application Lists” in the Prospectus.

The application monies (including the brokerage fees, SFC transaction levy and the Hong Kong Stock Exchange trading fee) will be held by the receiving bank and on behalf of the Company after the closing of the application lists and the refund monies, if any, will be returned to the applicants without interest on or before Tuesday, September 28, 2021.

Please refer to the sections headed “Structure of the Global Offering” and “How to Apply for Hong Kong Public Offer Shares” of the Prospectus for details of the conditions and procedures of the Hong Kong Public Offering.

Application for the Hong Kong Public Offer Shares will only be considered on the basis of the terms and conditions set out in the Prospectus, in the IPO App and on the designated website (www.hkeipo.hk) for the HK eIPO White Form service.

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PUBLICATION OF RESULTS

We expect to announce the final Offer Price, the level of indications of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allocation of the Hong Kong Public Offer Shares on Tuesday, September 28, 2021 on our website at www.transcenta.com and the website of the Hong Kong Stock Exchange at www.hkexnews.hk .

The results of allocations and the Hong Kong identity card/passport/Hong Kong business registration numbers of successful applicants (where applicable) under the Hong Kong Public Offering will be available through a variety of channels at the times and date and in the manner specified in the section headed “How to Apply for Hong Kong Public Offer Shares – 11. Publication of Results” in the Prospectus.

If an application is rejected, not accepted or accepted in part only, or if the Offer Price as finally determined is less than the maximum Offer Price of HK$16.00 per Offer Share (excluding brokerage, SFC transaction levy and the Hong Kong Stock Exchange trading fee thereon), or if the conditions of the Hong Kong Public Offering are not fulfilled in accordance with “Structure of the Global Offering – The Global Offering – Conditions of the Global Offering” in the Prospectus or if any application is revoked, the application monies, or the appropriate portion thereof, together with the related brokerage, SFC transaction levy and the Hong Kong Stock Exchange trading fee, will be refunded, without interest.

No temporary documents of title will be issued in respect of the Shares and no receipt will be issued for sums paid on application. Share certificates will only become valid at 8:00 a.m. on Wednesday, September 29, 2021 (Hong Kong time), provided that the Global Offering has become unconditional and the right of termination described in the “Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering – Grounds for Termination” section in the Prospectus has not been exercised.

Assuming the Global Offering becomes unconditional at or before 8:00 a.m. on Wednesday, September 29, 2021 (Hong Kong time), dealings in the Shares are expected to commence at 9:00 a.m. on Wednesday, September 29, 2021 (Hong Kong time). The Shares will be traded in board lots of 500 Shares each. The stock code of the Shares is 6628.

By order of the Board Transcenta Holding Limited 創勝集團醫藥有限公司 Dr. Xueming QIAN Executive Director and Chief Executive Officer

Hong Kong, Tuesday, September 14, 2021

As at the date of this announcement, the Board of Directors of the Company comprises Dr. Xueming QIAN, Dr. Michael Ming SHI and Mr. Albert Da ZHU as executive Directors, Dr. Yining (Jonathan) ZHAO as Chairman and non-executive Director, and Mr. Jiasong TANG, Dr. Jun BAO and Mr. Zhihua ZHANG as independent non-executive Directors.

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