Transcenta Holding Limited — Director's Dealing 2023

Apr 6, 2023

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 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.

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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)

(Stock Code: 6628)

GRANT OF AWARD SHARES PURSUANT TO THE SHARE INCENTIVE SCHEME

Pursuant to Rule 17.06A of the Listing Rules, the Board announces that, on April 6, 2023, the Company granted 530,000 Award Shares to two Award Grantees under the Share Incentive Scheme (the “ April Award Grant ”).

Details of the April Award Grant are set out below:

Date of grant: April 6, 2023 Number of Award Grantees: Two, namely Dr. Srinivasan and Dr. Germa, of which both are Employee Participants Number of Award Shares 530,000 Award Shares, representing approximately 0.12% granted: of the total issued share capital of the Company as of the date of this announcement Purchase price of the Award Nil Shares granted:

Closing price of the Shares HK$2.82 per Share on the date of grant: Consideration for the Award For Dr. Srinivasan Shares granted: Nil For Dr. Germa US$0.001 per Share

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Vesting period of the Award Shares:

For Dr. Srinivasan

All 30,000 Award Shares will be vested from April 6, 2024 to April 6, 2026.

For Dr. Germa

All 500,000 Award Shares conditionally granted to Dr. Germa will be vested based on performance targets. See below for further details.

The vesting period for the 500,000 performance targetbased Award Shares conditionally granted to the Dr. Germa may have vesting period shorter than 12 months subject to the fulfillment of the relevant performance targets. This adjustment of vesting period is permitted by the rules of the Share Incentive Scheme and the Remuneration Committee is of the view that such arrangement aligns with the purpose of the Share Incentive Scheme as it incentivizes and encourages them to work towards enhancing the value of the Company and its Shares.

Performance targets of the Award Shares:

For Dr. Srinivasan

As (i) grant of 30,000 Award Shares to Dr. Srinivasan forms part of his remuneration; and (ii) the grant is to recognize and reward Dr. Srinivasan for his contributions to the Company, and can incentivize and retain Dr. Srinivasan, whose contributions are beneficial to the continual operation, development and long-term growth of the Group, the Remuneration Committee is of the view that it is not necessary to set performance targets for the grant of Award Shares to Dr. Srinivasan.

For Dr. Germa

The vesting of the 500,000 Award Shares granted to Dr. Germa shall be vested upon target achievements of clinical development progress milestones for several programs.

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Clawback mechanism of the Award Shares:

The key clawback terms are as follow:

If an Award Grantee ceases to be an eligible person by reason of retirement of the Award Grantee, any outstanding Award Shares and related income not yet vested shall continue to vest in accordance with the vesting dates set out in the award letter, unless the Scheme Administrator determines otherwise at their absolute discretion.

If an Award Grantee ceases to be an eligible person by reason of (i) death of the Award Grantee, (ii) termination of the Award Grantee’s employment or contractual engagement with the Group or an affiliate by reason of his/her permanent physical or mental disablement, (iii) termination of the Award Grantee’s employment or contractual engagement with the Group by reason of redundancy, any outstanding Award Shares and related income not yet vested shall be immediately forfeited, unless the Scheme Administrator determines otherwise at their absolute discretion.

If an Award Grantee, being an employee whose employment is terminated by the Group or an affiliate by reason of the employer terminating the contract of employment without notice or payment in lieu of notice, or the Award Grantee has been convicted of any criminal offence involving his or her integrity or honesty, or any wrongdoing involving the Group’s financial statements, any outstanding Award Shares and related income not yet vested shall be immediately forfeited, unless the Scheme Administrator determines otherwise at their absolute discretion, taking into consider the purpose of the Share Incentive Scheme.

Listing Rules implications

Under the April Award Grant, 30,000 Award Shares were granted to Dr. Srinivasan, an independent non-executive Director of the Company, being connected person of the Company.Pursuant to Rule 17.04(1) of the Listing Rules, the grant of 30,000 Award Shares to Dr. Srinivasan was approved by the independent non-executive Directors, with Dr. Srinivasan abstaining from voting on the resolution relating to Award Grant and had not been counted towards the quorum of the Board meeting in respect of such resolution.

Among the April Award Grant, 500,000 Award Shares were conditionally granted to Dr. Germa, the Chief Medical Officer of the Company and a senior manager as defined under the Listing Rules. Since such grant of 500,000 Award Shares to Dr. Germa would result in the Shares issued and to be issued in respect of all awards granted to Dr. Germa (excluding any awards lapsed in accordance with the terms of the applicable scheme) in the 12-month period up to and including the date of the said grants representing in aggregate over 1% of the issued Shares. Such grant is conditional upon approval by the Shareholders (with Dr. Germa and her close associates abstaining) at a general meeting to be held by the Company in accordance with Rule 17.03D(1) of the Listing Rules.

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Reasons for and benefits of the April Award Grant

The reasons for the grants of Award Shares are to provide incentives for the Award Grantees to exert maximum efforts and reward continued efforts for the success of the Company and its affiliates, and to provide a means by which the Award Grantees may be given an opportunity to benefit from increases in value of the Shares through the granting of the Award Shares.

In relation to the Award Shares granted to Dr. Srinivasan, the Award Grant forms part of the remuneration to Dr. Srinivasan and has been approved by the Remuneration Committee. The Award Grant will encourage him to work towards enhancing the value of the Company and the Shares for the benefits of the Company and Shareholders as a whole by providing his independent opinion and judgment to the Board in building the strategy and long-term development of the Company.

Number of Shares available for future grant

The number of Shares available for future grant after the April Award Grant under the (i) Scheme Mandate Limit will be 7,951,203 Shares and (ii) the service provider sublimit of the Share Incentive Scheme will be 8,910,386 Shares.

GENERAL MEETING

Ordinary resolution will be proposed at a general meeting to be held by the Company to consider and, if thought fit, approve the grant of Award Shares to Dr. Germa. A circular of the Company containing, among others, details of the grant to Dr. Germa as well as a notice convening the general meeting, will be despatched to the Shareholders in accordance with the requirements of the Listing Rules in due course.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings:

Term	Definition
“April Award Grant”	the grant of a total of 530,000 Award Shares to selected grantees on
	April 6, 2023 pursuant to the Share Incentive Scheme
“Articles”	the articles of association of the Company currently in force
“associate(s)”	shall have the meaning ascribed to it under the Listing Rules

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“Award Grantee(s)”	grantees of the April Award Grant, namely Dr. Srinivasan and Dr.
	Germa, who are both Employee Participants
“Award Share(s)”	the Shares granted under the Share Incentive Scheme
“Board”	the board of Directors of the Company
“Company”	Transcenta Holding Limited (創勝集團醫藥有限公司), a limited
	liability company incorporated under the laws of the British Virgin
	Islands on August 20, 2010 and continued in the Cayman Islands
	on March 26, 2021 as an exempted company with limited liability
	under the laws of Cayman Islands, the Shares of which are listed on
	the Main Board of the Stock Exchange
“connected person(s)”	has the same meaning as ascribed to it under the Listing Rules
“Director(s)”	the director(s) of the Company, from time to time
“Dr. Germa”	Dr. Caroline Germa, the Chief Medical Officer of the Company
“Dr. Srinivasan”	Dr. Kumar Srinivasan, an independent non-executive Director of the
	Company
“Employee Participant(s)”	An eligible participant under the Share Incentive Scheme who is a
	director, officer or employee of the Group on the date of grant
“Group”	the Company together with its subsidiaries from time to time;
	“member of the Company” means any or a specific one of them, and
	“Group Company” shall be construed accordingly
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Prospectus”	the prospectus of the Company dated September 14, 2021
“Scheme Administrator”	the Board or the committee of the Board or person(s) to which the
	Board has delegated its authority (as applicable) to administer the
	Share Incentive Scheme in accordance with its rules
“Scheme Mandate Limit”	The total number of Shares which may be issued in respect of all
	options and awards to be granted under the Share Incentive Scheme
	(excluding Award Shares or Options that have been forfeited in
	accordance with the Share Incentive Scheme) and any other share
	schemes (for the avoidance of doubt, including the Pre-IPO Equity
	Incentive Scheme) of the Company as approved by the Shareholders
	at the extraordinary general meeting held on November 4, 2022,
	being 44,551,933 Shares, representing 10% of the total issued and
	outstanding Shares on the date of the said meeting

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“Share(s)”

ordinary share(s) in the share capital of our Company, currently with a par value of US$0.0001 each

“Shareholder(s)”

holder(s) of Shares

“Share Incentive Scheme” the share incentive scheme of the Company conditionally approved by the Shareholders of the Company on November 4, 2022 (as amended from time to time)

“Stock Exchange” The Stock Exchange of Hong Kong Limited “subsidiary” has the meaning ascribed to it in the Listing Rules “U.S.” or “United States” the United States of America, its territories and possessions and all areas subject to its jurisdiction “US$” U.S. dollars, the lawful currency of the United States of America “%” per cent

For the purpose of this announcement, the exchange rate between US$ and HK$ is US$1=HK$7.8.

By Order of the Board Transcenta Holding Limited Xueming Qian Executive Director and Chief Executive Officer

Hong Kong, April 6, 2023

As at the date of this announcement, the board of directors of the Company comprises Dr. Xueming Qian as executive Director and chief executive officer, Mr. Xiaolu Weng as executive Director, Dr. Yining (Jonathan) Zhao as chairman and non-executive Director, and Mr. Jiasong Tang, Dr. Jun Bao, Mr. Zhihua Zhang and Dr. Kumar Srinivasan as independent non-executive Directors.

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