Transcenta Holding Limited — Proxy Solicitation & Information Statement 2023

Feb 16, 2023

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Transcenta Holding Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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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)

(1) GRANT OF RESTRICTED SHARE UNITS (2) GRANT OF AWARD SHARES AND OPTIONS AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

The notice convening the Extraordinary General Meeting of Transcenta Holding Limited to be held at 218 Xinghu Street, Biobay, B6-501, Suzhou, China on March 9, 2023 at 10:00 a.m. is set out in this circular.

Whether or not you are able to attend the Extraordinary General Meeting, you are requested to complete the form of proxy enclosed with this circular in accordance with the instructions printed on it and return it, together with the power of attorney or other authority (if any) under which the form of proxy is signed or a certified copy of such power of attorney or authority, to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the Extraordinary General Meeting or any adjourned meeting thereof (as the case may be). You may also submit your form of proxy electronically by scanning the QR code or visiting the designated URL ( https://spot-emeeting.tricor.hk ), through using the username and password provided on the notification letter sent to you by the Company. Completion and return of the form of proxy shall not preclude you from attending and voting at the Extraordinary General Meeting or any adjourned meeting thereof (as the case may be) if you so wish, and in such event, your appointment of proxy under any form of proxy shall be deemed to be revoked.

This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited ( www.hkexnews.hk ) and the Company ( www.transcenta.com ).

References to time and dates in this circular are to Hong Kong time and dates.

PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL MEETING

To safeguard the health and safety of Shareholders and to prevent the spreading of the COVID-19 pandemic, the following precautionary measures will be implemented at the Extraordinary General Meeting: (1) compulsory temperature checks; (2) compliance with the latest epidemic prevention policy requirement of the Chinese government and present valid proof of nucleic acid test result for COVID-19 and itinerary and corresponding health certificate according to the prevailing anti-Epidemic requirements or guidelines of the government and/or regulatory authorities; and (3) wearing of surgical face masks. Any person who does not comply with the precautionary measures will be denied entry into or be required to leave the Extraordinary General Meeting venue at the absolute discretion of the Company as permitted by law. Shareholders are requested (a) to consider carefully the risk of attending the Extraordinary General Meeting, which will be held in an enclosed environment, (b) to follow any prevailing anti-Epidemic requirements or guidelines of the government and/or regulatory authorities in deciding whether or not to attend the Extraordinary General Meeting. The Company reminds Shareholders that they may appoint the Chairman of the Extraordinary General Meeting as their proxy to vote on the relevant resolutions at the Extraordinary General Meeting as an alternative to attending the Extraordinary General Meeting in person. Subject to the development of COVID-19, the Company may be required to change the meeting arrangements for the Extraordinary General Meeting at short notice, and to issue further announcement(s) on such changes as and when appropriate. Shareholders are advised to check the website of the Company at www.transcenta.com and Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk for further announcement(s) and update(s) on such arrangements and/or further special measures to be taken.

February 16, 2023

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
2.	Grant of RSUs pursuant to the Pre-IPO Equity Incentive Plan. . . . . . . . . .	6
3.	Grant of Award Shares and Options pursuant to
	the Share Incentive Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
4.	The EGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
5.	Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
6.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
7.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
**Notice of **	Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21

– i –

DEFINITIONS

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

• “Articles” the articles of association of the Company currently in force

• “associate(s)” shall have the meaning ascribed to it under the Listing Rules

• “Award Grantee(s)” grantees of the January Award Grant, namely Dr. Qian and Dr. Zhao

• “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

• “December Grant Announcement” the announcement of the Company dated December 19, 2022 in respect of grant of Options, Award Shares and RSUs

• “December RSU Grant” the grant of a total of 4,400,000 RSUs to Mr. Weng on December 19, 2022 pursuant to the Pre-IPO Equity Incentive Plan

• “Director(s)” the director(s) of the Company, from time to time

• “Dr. Qian”

• Dr. Xueming Qian, an executive Director and the Chief Executive Officer of the Company

• “Dr. Zhao”

• Dr. Yining (Jonathan) Zhao, a non-executive Director of the Company

– 1 –

DEFINITIONS

• “EGM” an extraordinary general meeting of the Shareholders to be convened to consider and, if thought fit, approve (i) the December RSU Grant, (ii) the January Award Grant, and (iii) the January Option 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

• “January Award Grant” the grant of a total of 4,476,185 Award Shares to selected grantees on January 26, 2023 pursuant to the Share Incentive Scheme

• “January Grant Announcement” the announcement of the Company dated January 26, 2023 in respect of, among others, certain clarification regarding the December RSU Grant, as well as the January Award Grant and the January Option Grant

• “January Option Grant” the grant of a total of 8,494,205 Options to selected grantees on January 26, 2023 pursuant to the Share Incentive Scheme

• “Latest Practicable Date” 25 January 2023, being the latest practicable date for ascertaining certain information in this circular before its publication

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Mr. Weng”

• Mr. Xiaolu Weng, an executive Director and the Chief Financial Officer of the Company

• “Option(s)”

• option(s) to subscribe for or acquire Shares which is granted under the Share Incentive Scheme

• “Option Grantees”

• grantees of the January Option Grant, namely Dr. Qian and Dr. Zhao

• “Pre-IPO Equity Incentive Plan” the employee equity plan adopted by the Company on January 1, 2019

– 2 –

DEFINITIONS

• “Prospectus”

• “Remuneration Committee”

• “RSU(s)”

• “Scheme Administrator”

• “Scheme Mandate Limit”

• “Share(s)”

• “Share Incentive Scheme”

• “Shareholder(s)”

• “Stock Exchange”

• “subsidiary”

• “Success Connect Trust”

the prospectus of the Company dated September 14, 2021

the remuneration committee of the Board

• restricted share units granted under the Pre-IPO Equity Incentive Plan

• 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

• 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

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

• 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)

• holder(s) of Shares

• The Stock Exchange of Hong Kong Limited

• has the meaning ascribed to it in the Listing Rules

• Success Connect Trust is an irrevocable trust established by the Company on September 6, 2022 for the benefit of selected participants of the Share Incentive Scheme. The trustee of Success Connect Trust is BOCI Trustee (Hong Kong) Limited.

– 3 –

DEFINITIONS

• “Success Link”

• “Success Reach”

• “U.S.” or “United States”

• “US$”

• “%”

Success Link International L.P., which is an exempted limited partnership established for the benefit of selected participants of the Pre-IPO Equity Incentive Plan. Success Link International L.P. is controlled by its general partner, Success Link GP Inc., which shall be determined or approved by the board of directors of the Company from time to time as provided for in the governing documents of Success Link International L.P.. As at the Latest Practicable Date, the directors of Success Link GP Inc. are Mr. Weng, an executive Director, and Xin Zhi Zhuge (諸葛欣之), an employee of our Group. Mr. Weng also holds 20% equity interest in Success Link GP Inc..

• Success Reach International Limited, the entire share capital of which is held by Trident Trust Company (HK) Limited, which serves as the trustee of the Success Reach Trust. Success Reach Trust is an irrevocable trust established by the Company on November 13, 2020 for the benefit of selected participants of the Pre-IPO Equity Incentive Plan.

• the United States of America, its territories and possessions and all areas subject to its jurisdiction

• U.S. dollars, the lawful currency of the United States of America

• per cent

– 4 –

LETTER FROM THE BOARD

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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)

Executive Directors: Dr. Xueming Qian (Chief Executive Officer) Mr. Xiaolu Weng (Chief Financial Officer)

Non-executive Director:

Registered Office: Walkers Corporate Limited 190 Elgin Avenue, George Town Grand Cayman KY1-9008 Cayman Islands

Dr. Yining (Jonathan) Zhao (Chairman)

Independent Non-executive Directors: Mr. Jiasong Tang Dr. Jun Bao Mr. Zhihua Zhang Dr. Kumar Srinivasan

Headquarters: B6-501, 218 Xinghu Street Biobay Suzhou 215123 China

Principal Place of Business in Hong Kong: 5/F, Manulife Place 348 Kwun Tong Road Kowloon Hong Kong

February 16, 2023

To the Shareholders

Dear Sir/Madam,

(1) GRANT OF RESTRICTED SHARE UNITS (2) GRANT OF AWARD SHARES AND OPTIONS AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to (i) the December Grant Announcement of the Company dated December 19, 2022 and the January Grant Announcement of the Company dated January 26, 2023 in relation to, among other things, the December RSU Grant made pursuant to the Pre-IPO Equity Incentive Plan, and (ii) the January Grant Announcement in relation to, among other things, the January Award Grant and the January Option Grant made pursuant to the Share Incentive Scheme. The purpose of this circular is to provide you with (i) further information in respect of the December RSU Grant, the January Award Grant and the January Option Grant; and (ii) the notice of the EGM.

– 5 –

LETTER FROM THE BOARD

2. GRANT OF RSUS PURSUANT TO THE PRE-IPO EQUITY INCENTIVE PLAN

Reference is made to the December Grant Announcement and the January Grant Announcement, in which it was disclosed that, among other things, (i) the Board granted a total of 4,400,000 RSUs to Mr. Weng on December 19, 2022 pursuant to the Pre-IPO Equity Incentive Plan (the “ December RSU Grant ”), (ii) the December RSU Grant shall be conditional upon approval by the independent non-executive Directors in accordance with Rule 17.04(1) of the Listing Rules and approval by the Shareholders (with Mr. Weng and his associates and all core connected persons of the Company abstaining) at the EGM in accordance with Rules 17.04(2) and 17.04(4) of the Listing Rules.

Details of the December RSU Grant are set out below:

Date of conditional grant: December 19, 2022 Number of grantee(s): One, namely Mr. Weng Total number of Shares 4,400,000 Shares, representing approximately underlying the RSUs granted: 1.05% of the total issued share capital of the Company as of the date of the conditional grant

Purchase price of the RSUs Nil granted:

Closing price of the Shares on HK$3.00 per Share the date of conditional grant: Consideration for the RSUs US$0.001 per RSU granted:

Vesting period and Subject to the specified vesting conditions being performance targets of the met: RSUs:

• (i) 850,000 of the RSUs will vest with immediate effect;

• (ii) 2,550,000 of the RSUs will vest equally in three years installments on the anniversaries of the Vesting Commencement Date;

• (iii) 1,000,000 of the RSUs will vest according to the achievement of certain performance targets relating to the valuation of the Company as set out in the grant letter entered into between Mr. Weng and the Company.

– 6 –

LETTER FROM THE BOARD

The vesting period for the RSUs in item (i) above is shorter than 12 months. The Remuneration Committee considers such arrangement appropriate and aligns with the purpose of the Pre-IPO Equity Incentive Scheme as it represents appropriate remuneration and reward to Mr. Weng for performing the roles of an executive Director of the Company.

The vesting period for the RSUs in item (iii) above may be shorter than 12 months but the vesting is subject to the specified performance target. The Remuneration Committee considers such arrangement appropriate and aligns with the purpose of the Pre-IPO Equity Incentive Scheme because using performance targets as vesting conditions are an effective and tailored method of incentivizes and encourages the specific grantee to work towards enhancing the value of the Company and its Shares.

Clawback mechanism of the RSUs:

If the Board determines that if any grantee ceases to be an employee due to termination for cause, then any award (whether vested or unvested) held by the grantee shall immediately lapse or be cancelled except as otherwise resolved by the Board in its sole discretion. Termination for cause in this context shall follow the definition of the same or similar term in the then effective employment or service contract of the grantee, or, in the absence of such definition, shall mean, in summarized terms, where the grantee has (i) acted in bad faith and to the material detriment of the Group, (ii) failed to follow lawful instructions of the Board or superior management, (iii) committed dishonesty, intentional misconduct or material breach of an agreement with the Group, (iv) committed material violation of policies of the Group, or (v) committed a crime involving dishonesty or harm to any person.

– 7 –

LETTER FROM THE BOARD

Except as otherwise determined by the administrator of the Pre-IPO Equity Incentive Scheme, upon the grantee’s termination of employment or service (as determined under criteria established by the administrator) for any reason during the applicable restriction period, the Company (or its designee) shall have the right, but shall not be obligated, (i) to repurchase from the Grantee all or part of the RSUs or Shares issued upon settlement of RSUs at their issue price or other stated or formula price or (ii) to require forfeiture of such Shares, if issued at no cost.

Listing Rules implications of the December RSU Grant

Immediately prior to the December RSU Grant on December 19, 2022: (a) Success Reach held 5,636,230 Shares, of which 2,670,445 Shares were held on behalf of specified participants pursuant to prior grants under the Pre-IPO Equity Incentive Plan, and 2,965,785 Shares were held for unspecified participants for future grants under the Pre-IPO Equity Incentive Plan; and (b) Success Link held 11,636,198 Shares, of which 7,136,198 Shares were held on behalf of specified participants pursuant to prior grants under the Pre-IPO Equity Incentive Plan, and 4,500,000 Shares were held for unspecified participants for future grants under the Pre-IPO Equity Incentive Plan (such Shares held for unspecified participants of the Pre-IPO Equity Incentive Plan, the “ Un-granted Shares ”). In light of the existence of the Un-granted Shares, the Pre-IPO Equity Incentive Plan will be considered to be a share scheme involving grant of new Shares under Rule 17.01(1)(a) of the latest amended Chapter 17 of the Listing Rules (which took effect on January 1, 2023); this is so regardless that future grants of awards under the Pre-IPO Equity Incentive Plan will continue to be satisfied by existing Shares held by Success Reach and/or Success Link.

As the Pre-IPO Equity Incentive Plan is considered to be a share scheme involving grant of new Shares under Rule 17.01(1)(a) of the latest amended Chapter 17 of the Listing Rules, and the December RSU Grant would result in the Shares issued and to be issued in respect of all options and awards granted to Mr. Weng (excluding any options and 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 grant representing in aggregate over 1% of the issued Shares, the December RSU Grant shall be conditional upon (a) approval by the independent non-executive Directors in accordance with Rule 17.04(1) of the Listing Rules, and (b) approval by the Shareholders (with Mr. Weng and his associates and all core connected persons of the Company abstaining) at the EGM in accordance with Rules 17.03D(1), 17.04(2) and 17.04(4) of the Listing Rules. On December 19, 2022, the December RSU Grant was unanimously approved by all members of the Remuneration Committee and the Board (including all the independent non-executive Directors, but excluding Mr. Weng who has abstained from voting on the board resolution approving the grant of the RSUs to himself).

– 8 –

LETTER FROM THE BOARD

As the vesting of RSUs granted to Mr. Weng will be satisfied by the Un-granted Shares held by Success Link, no new Shares will be issued by the Company, and accordingly, the granting of the RSUs to Mr. Weng will not result in any dilution effect on the shareholdings of existing Shareholders.

Number of Shares available for future grant

The number of Shares available for future grant after the December RSU Grant (assuming the above conditions of the December RSU Grant are satisfied) under the (i) Scheme Mandate Limit will be 23,411,593 Shares and (ii) the service provider sublimit of the Share Incentive Scheme will be 8,910,386 Shares.

Reasons for and benefits of the grant to Mr. Weng

The reasons for the grant of RSUs to Mr. Weng are to provide incentives for such person to exert maximum efforts and reward continued efforts for the success of the Group, and to provide a means by which such eligible recipient may be given an opportunity to benefit from increases in value of the Shares through the granting of the RSUs.

In determining the number of RSUs granted to Mr. Weng, the Board considered factors such as the contribution, duties and responsibilities of Mr. Weng. Considering that (i) the contribution of Mr. Weng to the Company has been significant; and (ii) his continued contribution to the Company is crucial to the further development of the Group, the Board (including the independent non-executive Directors, and excluding Mr. Weng) and Remuneration Committee are of view that the December RSU Grant is appropriate remuneration and incentive for past and future contribution of Mr. Weng to the Group.

3. GRANT OF AWARD SHARES AND OPTIONS PURSUANT TO THE SHARE INCENTIVE SCHEME

On January 26, 2023, the Board (including the independent non-executive Directors, and excluding Dr. Qian and Dr. Zhao) resolved that, the Company granted 4,476,185 Award Shares to two grantees under the Share Incentive Scheme (the “ January Award Grant ”) and 8,494,205 Options to two grantees under the Share Incentive Scheme (the “ January Option Grant ”), conditional upon the approval by the Independent Shareholders at the EGM.

Details of the January Award Grant are set out below:

Date of conditional grant: January 26, 2023 Number of Award Grantees: Two, namely Dr. Qian and Dr. Zhao

– 9 –

LETTER FROM THE BOARD

Number of Award Shares granted:

4,476,185 Shares, representing approximately 1.07% of the total issued share capital of the Company as of the Latest Practicable Date

• Purchase price of the Award Shares granted:

Nil

• Closing price of the Shares on HK$3.02 per Share the date of conditional grant:

• Consideration for the Award Shares granted:

US$0.001 per Share

Vesting period of the Award Shares:

For Dr. Qian:

All 4,277,188 Award Shares will be vested based on performance targets. See below for further details.

The vesting period for the above performance target-based Award Shares may be shorter than 12 months subject to the fulfillment of the relevant performance targets. Such 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 the grantee to work towards enhancing the value of the Company and its Shares.

For Dr. Zhao:

The Board would like to clarify that the vesting schedule for the 198,997 Award Shares granted to Dr. Zhao will be vested from January 26, 2024 instead of January 26, 2023 as disclosed in the January Grant Announcement. Accordingly, among the 198,997 Award Shares, 99,499 Award Shares will be vested on January 26, 2024 and 99,498 Award Shares will be vested on January 26, 2025.

Performance targets of the Award Shares:

For Dr. Qian:

The 4,277,188 Award Shares granted to Dr. Qian shall be vested upon the Company’s valuation or market capitalization reaching a certain target value.

– 10 –

LETTER FROM THE BOARD

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.

Details of the January Option Grant are set out below:

Date of conditional grant: January 26, 2023 Number of Option Grantees: Two, namely Dr. Qian and Dr. Zhao Number of Options granted: 8,494,205

– 11 –

LETTER FROM THE BOARD

Total number of Shares to be issued upon exercise of the Options in full:

• 8,494,205 Shares, representing approximately 2.02% of the total issued share capital of the Company as of the Latest Practicable Date

Exercise price of the Options granted:

• HK$3.02 per Share, which represents the highest of:

• (i) the closing price of HK$3.02 per Share as stated in the daily quotations sheet of the Stock Exchange on January 26, 2023, being the date of conditional grant of the Options;

• (ii) the average closing price of HK$2.99 per Share as stated in the daily quotations sheet of the Stock Exchange for the five business days immediately preceding the date of conditional grant; and

• (iii) the nominal value of the Share of US$0.0001 each

Closing price of the Shares on HK$3.02 per Share the date of conditional grant:

Consideration for the Nil Options granted:

Exercise period of the Subject to the vesting period as set out below, the Options granted: exercise period of the Options granted shall be not more than ten years from the date of conditional grant, following which if unexercised shall lapse and the Options shall lapse at the expiry of the exercise period

– 12 –

LETTER FROM THE BOARD

Vesting period of the Options:

For Dr. Qian:

669,297 Options will be vested based on performance targets. See below for further details.

The Board would like to clarify that the vesting schedule for the 2,971,727 Options granted to Dr. Qian will be vested from January 26, 2024 instead of January 26, 2023 as disclosed in the January Grant Announcement. Accordingly, among the 2,971,727 Options, (i) 1,114,398 Options will be vested on January 26, 2024; (ii) 1,114,398 Options will be vested on January 26, 2025; and (iii) 742,931 Options will be vested on September 28, 2025.

For Dr. Zhao:

The Board would like to clarify that the vesting schedule for the 3,062,212 Options granted to Dr. Zhao will be vested from January 26, 2024 instead of January 26, 2023 as disclosed in the January Grant Announcement. Accordingly, among the 3,062,212 Options, (i) 2,155,664 Options will be vested on January 26, 2024; (ii) 543,929 Options will be vested on January 26, 2025; and (iii) 362,619 Options will be vested on September 28, 2025.

1,790,969 Options will be vested based on performance targets. See below for further details.

Performance targets of the Options:

For Dr. Qian:

The 669,297 Options granted to Dr. Qian shall be vested upon milestone achievements of clinical development.

For Dr. Zhao:

The 1,790,969 Options granted to Dr. Zhao shall be vested upon milestone achievements of clinical development.

– 13 –

LETTER FROM THE BOARD

Clawback mechanism of the Options:

The key clawback terms are as follow:

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

If an Option Grantee ceases to be an eligible person by reason of (i) death of the Option Grantee, (ii) termination of the Option 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 Option Grantee’s employment or contractual engagement with the Group by reason of redundancy, any outstanding Options and related income not yet vested shall be immediately forfeited, unless the Scheme Administrator determines otherwise at their absolute discretion.

If an Option 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 Option 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 Options 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.

– 14 –

LETTER FROM THE BOARD

The Shares (i) to be granted under the January Award Grant; and (ii) to be alloted upon exercise of the Options under the January Option Grant, shall rank pari passu with the Shares then in issue in all respects, including voting rights, entitlement to dividends, transfer and other rights (including those arising on liquidation of the Company).

Listing Rules implications

Under the January Award Grant and the January Option Grant, all the shares were granted to the Directors and chief executive of the Company, being connected persons of the Company, details of which are as follows:

Number of Award Shares Name of Grantee Position and Options granted Dr. Qian Executive Director and Chief 4,277,188 Award Shares and Executive Officer 3,641,024 Options Dr. Zhao Non-executive Director 198,997 Award Shares and 4,853,181 Options

Pursuant to Rule 17.04(1) of the Listing Rules, the January Award Grant and the January Option Grant have been approved by the independent non-executive Directors. Dr. Qian and Dr. Zhao had abstained from voting on the resolutions relating to the respective grants to themselves and had not been counted towards the quorum of the Board meeting in respect of such resolutions.

Since (i) the January Award Grant would result in the Shares issued and to be issued in respect of all awards granted to each of Dr. Qian and Dr. Zhao (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 0.1% of the issued Shares, (ii) the January Award Grant and the January Option Grant would result in the Shares issued and to be issued in respect of all options and awards granted (excluding any options and awards lapsed in accordance with the terms of the applicable scheme) to Dr. Qian, being a substantial shareholder of the Company, in the 12-month period up to and including the date of the said grants representing in aggregate over 0.1% of the issued Shares, and (iii) the January Award Grant and the January Option Grant would result in the Shares issued and to be issued in respect of all options and awards granted to each of Dr. Qian and Dr. Zhao (excluding any options and 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, the January Award Grant and the January Option Grant are conditional upon approval by the Shareholders (with Dr. Qian and Dr. Zhao and their associates and all core connected persons of the Company abstaining) at the EGM in accordance with Rules 17.03D(1), 17.04(2), 17.04(3) and 17.04(4) of the Listing Rules (as applicable).

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LETTER FROM THE BOARD

Application will be made by the Company to the Listing Committee of the Stock Exchange for the grant of approval for the listing of, and permission to deal in, the Award Shares and the Shares underlying the Options to be issued and allotted pursuant to the Scheme Mandate Limit. The Shares underlying the January Award Grant and the January Option Grant will be issued and allotted pursuant to the Scheme Mandate Limit.

Reason for and benefits of the January Award Grant and January Option Grant

The reasons for the grants of Award Shares and Options are to provide incentives for the Award Grantees and the Option 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 and the Option Grantees may be given an opportunity to benefit from increases in value of the Shares through the granting of the Award Shares and Options.

In addition, the January Award Grant and the January Option Grant form part of the remuneration to the Award Grantees and the Option Grantees and have been approved by the Remuneration Committee. Such grants will encourage them 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 their independent opinion and judgment to the Board in building the strategy and long-term development of the Company.

In determining the number of Award Shares and Options granted to each of Dr. Qian and Dr. Zhao, the Board considered factors such as time commitment, duties and responsibilities of each of Dr. Qian and Dr. Zhao. Both Dr. Qian and Dr. Zhao have performed important duties and responsibilities in the Group. Taking into account that (i) the contribution of Dr. Qian and Dr. Zhao to the Company was significant; (ii) they are crucial to the further development of the Group; (iii) the dilution effect of the grants is insignificant, the Board (including the independent non-executive Directors, and excluding Dr. Qian and Dr. Zhao) and Remuneration Committee are of view that the January Award Grant and the January Option Grant are appropriate remuneration and incentive for Dr. Qian’s and Dr. Zhao’s past and future contribution to the Company.

Number of Shares available for future grant

The number of Shares available for future grant after the January Award Grant and the January Option Grant (assuming the conditions of each of the December RSU Grant, January Award Grant and January Option Grant are satisfied) under the (i) Scheme Mandate Limit will be 10,441,203 Shares and (ii) the service provider sublimit of the Share Incentive Scheme will be 8,910,386 Shares.

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LETTER FROM THE BOARD

Effect on the shareholding structure of the Company

The following table sets forth the change in shareholding structure of the Company (a) as at the Latest Practicable Date, (b) immediately upon full vesting of the Award Shares granted under the January Award Grant and (c) immediately upon full exercise of the Options granted under the January Option Grant (assuming no other Shares are issued or repurchased):

			(b) Immediately upon full	(c) Immediately upon full
			vesting of the Award Shares	exercise of the Options
			granted under the January	granted under the January
			Award Grant (assuming no	Option Grant (assuming no
Name of	**(a) As at **	the Latest	other Shares are issued or	other Shares are issued or
Shareholder	Practicable Date1		repurchased)	repurchased)
	(Number of	Approximate	(Number of Approximate	(Number of Approximate
	Shares)	Percentage	Shares) Percentage	Shares) Percentage
		(%)	(%)	(%)
Dr. Qian2	50,015,694	11.91%	54,292,882 12.79%	53,656,718 12.52%
Dr. Zhao3	4,935,760	1.18%	5,134,757 1.21%	9,788,941 2.28%
Other Shareholders
(including public
Shareholders)	364,968,198	86.91%	364,968,198 86.00%	364,968,198 85.19%
Total	419,919,652	100.00%	424,395,837 100.00%	428,413,857 100.00%

• 1 All interests stated are long positions.

• 2 Including: 4,126,000 Shares held by Dr. Qian in his name; 236,164 Shares held by Success Voyage Investment Limited, a British Virgin Island company wholly-owned by the Success Voyager Trust and is a limited partner of Success Link; 23,242,154 Shares held by Qian Dynasty Irrevocable Trust; and 22,411,376 Shares held by Shi Dynasty Irrevocable Trust. With regards to the Success Voyager Trust, the beneficiaries are Dr. Qian’s children, the trustee is Trident Trust Company (South Dakota) Inc, and Dr. Qian controls the voting rights attached to the relevant Shares. With regards to the Qian Dynasty Irrevocable Trust, the beneficiaries are Dr. Qian and his children and their descendants, the investment advisor is Dr. Qian and the trustee is HSBC Trust Company (Delaware) National Association. With regards to the Shi Dynasty Irrevocable Trust, the beneficiaries are Ms. Shi Xiaohong and the child of Ms. Shi and Dr. Qian and his descendants, the investment advisor is Dr. Qian, who can control voting rights attached to the relevant Shares, and the trustee is HSBC Trust Company (Delaware) National Association.

• 3 Including: 3,840,953 Shares held by Dr. Zhao in the capacity of a limited partner of Success Link; and 1,094,807 Shares held by VI Holding Limited which is wholly-owned by Dr. Zhao.

4. THE EGM AND PROXY ARRANGEMENT

The notice of the EGM is set out on pages 21 to 23 of this circular.

Pursuant to the Listing Rules and the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the EGM in the manner prescribed under the Listing Rules.

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LETTER FROM THE BOARD

To the extent that the Company is aware having made all reasonable enquiries, as at the Latest Practicable Date, (i) Dr. Qian (together with his close associates, Success Voyage Investment Limited, Trident Trust Company (South Dakota) Inc in the capacity of the trustee of the Success Voyager Trust, and HSBC Trust Company (Delaware) National Association in the capacity of the trustee of Qian Dynasty Irrevocable Trust and the Shi Dynasty Irrevocable Trust), (ii) Dr. Zhao (together with his close associate, VI Holding Limited), and (iii) Frank Feng Ye, a director at the subsidiary level of the Group who hold vested Shares in Success Link, are core connected persons of the Company who together hold (directly or indirectly) an aggregate of 55,474,982 Shares, representing approximately 13.21% of the total number of issued Shares of the Company; Mr. Weng (including his close associates), while being a core connected person of the Company, does not hold any Shares of the Company. In addition, Success Reach, Success Link and the trustee of the Success Connect Trust will abstain from voting any unvested Shares they hold at the EGM in accordance with Rule 17.05A of the Listing Rules; to the extent they hold any vested Shares for Dr. Qian, Dr. Zhao, Mr. Weng or any other of the aforementioned core connected persons, they shall also abstain from voting those Shares at the EGM; to the extent they hold any vested Shares for independent parties, Success Reach shall abstain from voting such Shares at the EGM as the trustee of the Success Reach Trust would act in accordance with the instructions of the Board (or a committee thereof) in respect of the exercise of the voting rights attached to the Shares it holds, the trustee of the Success Connect Trust shall abstain from voting such Shares at the EGM as it would act in accordance with the instructions of Dr. Qian and Mr. Weng in respect of the exercise of the voting rights attached to the Shares it holds, and Success Link will not abstain from voting such Shares at the EGM as Mr. Weng, while being a director and a shareholder (of less than 30% equity interest) of Success Link GP Inc., will abstain from voting on any resolutions of Success Link GP Inc. in relation to the exercise of the voting rights attached to any Shares it holds at the EGM. Save for the aforementioned core connected persons of the Company as well as Success Reach, Success Link and the trustee of the Success Connect Trust, who are required to abstain from voting (to the extent applicable) in favour on the resolutions in respect of the December RSU Grant, the January Award Grant and the January Option Grant at the EGM, to the extent that the Company is aware having made all reasonable enquiries as at the Latest Practicable Date, no other Shareholder will be required to abstain from voting in favour on the said resolutions at the EGM. As at the Latest Practicable Date, none of the Shareholders who are required to abstain from voting in favour of the resolutions approving the December RSU Grant, the January Award Grant and the January Option Grant have given the Company notice of their intention to vote against those resolutions at the EGM.

A form of proxy for use at the EGM is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited ( www.hkexnews.hk ) and the Company ( www.transcenta.com ). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or via the designated URL (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company as

– 18 –

LETTER FROM THE BOARD

soon as possible but in any event not less than 48 hours before the time appointed for the EGM (i.e. not later than Tuesday, March 7, 2023 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM if you so wish.

Shareholders can view and listen to the EGM through online access by visiting the e-Meeting System. Accessing the meeting online will not constitute attendance at the EGM. Shareholders who view and listen to the EGM using the e-Meeting System will not be counted towards the quorum nor will they be able to cast their votes online. Shareholders may submit questions relevant to the proposed resolutions in advance before 5:00 p.m. on Tuesday, March 7, 2023 to the Board by email, telephone, or letter. Details of contact information are set out on page 69 of the Annual Report 2021 of the Company. The Board and/or the Company will endeavour to address relevant questions in relation to the resolutions to be proposed for approval at the EGM and may, at their discretion, respond to substantial and relevant questions.

Registered Shareholders will receive a separate notification letter with personalised username and password for the e-Meeting System from Tricor Investor Services Limited. Non-registered Shareholders whose Shares are held in the Central Clearing and Settlement System through bank, stockbroker, custodians or Hong Kong Securities Clearing Company Limited (collectively the “ Intermediary ”) may also be able to view and listen to the EGM online through the e-Meeting System. In this regard, they should consult directly with their Intermediary for the necessary arrangements. The shareholder should provide their email address to their Intermediary before the time limit required by the relevant Intermediary and the username and password will be sent to them upon receipt of request. Without the login details, non-registered Shareholders will not be able to view and listen to the EGM using the e-Meeting System. Shareholders should note that viewing and listening to the EGM using the e-Meeting System will not be counted towards the quorum nor will they be able to cast their votes online.

The e-Meeting System will be open for Shareholders to log in approximately 30 minutes prior to the commencement of the EGM and can be accessed from any location with internet connection by a smart phone, tablet device or computer.

5. CLOSURE OF REGISTER OF MEMBERS

For the purpose of ascertaining Shareholders’ entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Monday, March 6, 2023 to Thursday, March 9, 2023, both days inclusive, during which period no transfer of Shares will be registered. Shareholders whose names appear on the register of members of the Company on Friday, March 3, 2023 are entitled to attend and vote at the EGM. In order to be eligible to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Friday, March 3, 2023 (Hong Kong time).

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LETTER FROM THE BOARD

6. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

7. RECOMMENDATION

The Board, including all the independent non-executive Directors (but excluding (i) Mr. Weng in relation to the December RSU Grant, and (ii) Dr. Qian and Dr. Zhao in relation to the January Award Grant and January Option Grant) consider that the terms of each of the December RSU Grant, the January Award Grant and the January Option Grant are fair and reasonable, and that the said grants are in the interest of the Company and the Shareholders as a whole, and therefore recommend the Independent Shareholders to vote in favour of the resolutions to be proposed at the EGM, as set out in the notice of the EGM, to approve the December RSU Grant, the January Award Grant and the January Option Grant.

Yours faithfully, For and on behalf of the Board Dr. Yining (Jonathan) Zhao Chairman

– 20 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

==> picture [146 x 44] intentionally omitted <==

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)

NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (“ EGM ”) of Transcenta Holding Limited (the “ Company ”) will be held 218 Xinghu Street, Biobay, B6-501, Suzhou, China on March 9, 2023 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolution of the Company:

ORDINARY RESOLUTIONS

1. “ THAT the grant 4,400,000 restricted share units (“ RSUs ”) to Mr. Weng, who is an executive director (“ Director ”), chief financial officer of the Company, entitling him to 4,400,000 ordinary shares of US$0.001 each (the “ Shares ”) in the share capital of the Company (the principal terms and conditions of such grant are set out in the circular of the Company dated February 16, 2023 (the “ Circular ”) under and pursuant to the Pre-IPO Equity Incentive Plan of the Company adopted on January 1, 2019 (the “ Pre-IPO Equity Incentive Plan ”) and on such terms as stipulated in the award letter issued by the Company pursuant to the Pre-IPO Equity Incentive Plan be and is hereby approved, confirmed and ratified, THAT the board of Directors of the Company (“ Board ”) be and is hereby authorized to exercise all rights and powers available to it as it may in its sole discretion consider necessary or expedient to give full effect to the grant of the 4,400,000 RSUs to Mr. Weng, and THAT any and all such acts to effect the aforesaid grant be and are hereby approved, confirmed and ratified.”

2. “ THAT the grant of 3,641,024 Options to Dr. Qian, who is an executive Director and the Chief Executive Officer of the Company, and the grant of 4,853,181 Options to Dr. Zhao, who is a non-executive Director of the Company, entitling Dr. Qian to subscribe for 3,641,024 Shares at an exercise price of HK$3.02 per Share and entitling Dr. Zhao to subscribe for 4,853,181 Shares at an exercise price of HK$3.02 per Share (the principal terms and conditions of such grant are set out in the Circular) pursuant to the share incentive scheme of the Company approved by the Shareholders of the Company on November 4, 2022 (the “ Share Incentive Scheme ”) and on such terms as stipulated in the option letter issued by the Company pursuant to the Share Incentive Scheme be and is hereby approved, confirmed and ratified, THAT the Board be and is hereby authorized to exercise all rights and powers available to it as it may in its sole discretion consider necessary or expedient to give full effect to the grant of the 3,641,024 Options to Dr. Qian, the grant of the

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NOTICE OF EXTRAORDINARY GENERAL MEETING

4,853,181 Options to Dr. Zhao and the issue of the Shares upon the exercise of the Options by Dr. Qian and Dr. Zhao, respectively, and THAT any and all such acts to effect the aforesaid grant be and are hereby approved, confirmed and ratified.”

1. “ THAT the grant of 4,277,188 Award Shares to Dr. Qian and the grant of 198,997 Award Shares to Dr. Zhao (the principal terms and conditions of such grant are set out in the Circular) pursuant to the Share Incentive Scheme and on such terms as stipulated in the award letter issued by the Company pursuant to the Share Incentive Scheme be and is hereby approved, confirmed and ratified, THAT the Board be and is hereby authorized to exercise all rights and powers available to it as it may in its sole discretion consider necessary or expedient to give full effect to the grant of the 4,277,188 Award Shares to Dr. Qian, the grant of the 198,997 Award Shares to Dr. Zhao and the issue of the Shares upon the vesting of the Award Shares of Dr. Qian and Dr. Zhao, respectively, and THAT any and all such acts to effect the aforesaid grant be and are hereby approved, confirmed and ratified.”

Yours faithfully By Order of the Board Transcenta Holding Limited Dr. Yining (Jonathan) Zhao Chairman

Hong Kong, February 16, 2023

Registered Office:

Walkers Corporate Limited 190 Elgin Avenue, George Town Grand Cayman KY1-9008 Cayman Islands

Principal Place of Business in Hong Kong: 5/F, Manulife Place 348 Kwun Tong Road Kowloon Hong Kong

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. A form of proxy for use at the EGM is enclosed.

2. A Shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it; a proxy need not be a shareholder of the Company.

3. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s), and for this purpose, seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such Share shall alone be entitled to vote in respect thereof.

4. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for the meeting (i.e. not later than 10:00 a.m on Tuesday, March 7, 2023 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

5. For determining the entitlement to attend and vote at the meeting, the Register of Members of the Company will be closed from Monday, March 6, 2023 to Thursday, March 9, 2023, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Extraordinary General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Friday, March 3, 2023.

6. In accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the above resolutions will be voted by poll; Mr. Weng (as defined in the Circular) and all core connected persons (as defined in the Circular) of the Company are required to abstain from voting in respect of resolutions numbered 1 above; and Dr.Qian and Dr. Zhao (as defined in the Circular) and all core connected persons (as defined in the Circular) of the Company are required to abstain from voting in respect of resolutions numbered 2 and 3 above.

7. References to time and dates in this notice are to Hong Kong time and dates.

As at the date of this notice, 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.

– 23 –