Transcenta Holding Limited — Share Issue/Capital Change 2024

Feb 5, 2024

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Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities

For the month ended:

31 January 2024

Status: New Submission

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer: Transcenta Holding Limited (registered by way of continuation in the Cayman Islands with limited liability) Date Submitted: 05 February 2024

I. Movements in Authorised / Registered Share Capital

1. Class of shares	Ordinary shares	Ordinary shares	Type of shares	Not applicable	Not applicable	Not applicable	Listed on SEHK (Note 1)	Listed on SEHK (Note 1)	Listed on SEHK (Note 1)	Yes
Stock code	06628		Description
		Number of authorised/registered shares			Par value			Authorised/registered share capital
Balance at close of preceding month		10,000,000,000			USD	0.0001		USD	1,000,000
Increase / decrease (-)								USD
Balance at close of the month		10,000,000,000			USD	0.0001		USD	1,000,000

Total authorised/registered share capital at the end of the month: USD

1,000,000

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II. Movements in Issued Shares

1. Class of shares	Ordinary shares	Ordinary shares	Type of shares	Not applicable	Listed on SEHK (Note 1)	Yes
Stock code	06628		Description
Balance at close of preceding month		435,203,375
Increase / decrease (-)		1,172,000
Balance at close of the month		436,375,375

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III. Details of Movements in Issued Shares

(A). Share Options (under Share Option Schemes of the Issuer)

1. Class of shares issuable	1. Class of shares issuable	Ordinary shares	Ordinary shares	Type of shares	Type of shares	Not applicable	Not applicable	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Yes	Yes
Stock code of shares issuable (if listed on SEHK) (Note 1)				06628
Particulars of share option scheme		Number of share options outstanding at close of preceding month	Movement during the month				Number of share options outstanding at close of the month		No. of new shares of issuer issued during the month pursuant thereto (A)	No. of new shares of issuer which may be issued pursuant thereto as at close of the month		The total number of securities which may be issued upon exercise of all share options to be granted under the scheme at close of the month
1).	Pre-IPO Equity Incentive Plan (01/01/2019)	14,446,978	Exercised		-2,000		14,439,978		2,000	11,769,533		0
			Lapsed		-5,000
General Meeting approval date (if applicable)
2).	Share Incentive Scheme	19,775,545			0		19,775,545			19,775,545		0
General Meeting approval date (if applicable)		04 November 2022
		Total A (Ordinary shares): Total funds raised during the month from exercise of options: HKD							2,000 1,563.2

Remarks:

Under this section (A)-1 the number of new shares of issuer which may be issued pursuant thereto as at close of the month reported excludes 2,670,445 underlying shares that have been issued to trustee of the Company; Under this section (A)-2, pursuant to the Award Shares (conditionally) granted on 26 January 2024, the last column should be -1,942,554, which indicates the number of new securities which may be issued upon exercise of all share options and share awards to be granted under the scheme at close of the month.

(B). Warrants to Issue Shares of the Issuer which are to be Listed Not applicable

(C). Convertibles (i.e. Convertible into Issue Shares of the Issuer which are to be Listed) Not applicable

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(D). Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be listed, including Options (other than Share Options Schemes)

1. Class of shares issuable	1. Class of shares issuable	Ordinary shares	Type of shares	Not applicable	Not applicable	Not applicable	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Yes
Stock code of shares issuable (if listed on SEHK) (Note 1)			06628
Description					General Meeting approval date (if applicable)	No. of new shares of issuer issued during the month pursuant thereto (D)		No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1).	Pre-IPO Equity Incentive Plan - restricted share units (01/01/2019)
2).	Share Incentive Scheme - Award Shares				04 November 2022	1,170,000		4,345,490
Total D (Ordinary shares): 1,170,000

Remarks:

Pre-IPO Equity Incentive Plan:

1) As of January 31, 2024, a total of 3,587,500 RSUs granted under the Pre-IPO Equity Incentive Plan are outstanding.

2) During January, 2024, nil RSUs were granted, nil RSUs vested, nil RSUs were forfeited/lapsed and nil RSUs were cancelled under the Pre-IPO Equity Incentive Plan.

Share Incentive Scheme:

1) 7,500,330 Award Shares were granted during January, 2024, including 3,485,020 Award Shares were conditionally granted during January 2024 as disclosed in the announcement of the Company dated 26 January 2024 and are subject to shareholders' approval at a general meeting.

2) As of January 31, 2024, 21,285,239 Award Shares granted under the Share Incentive Scheme are outstanding;

3) As of January 31, 2024, a total of 4,345,490 Award Shares granted under the Share Incentive Scheme were reported as number of new shares of issuer which may be issued pursuant thereto as at close of the month (excluding Award Shares granted prior to the amendment of the Share Incentive Scheme in November 2022), of which 3,485,020 Award Shares were conditionally granted in January 2024;

4) During January, 2024, 99,499 Award Shares vested, 492,073 Award Shares were forfeited/lapsed and nil Award Shares were cancelled under the Share Incentive Scheme

(E). Other Movements in Issued Share Not applicable

Total increase / decrease (-) in Ordinary shares during the month (i.e. Total of A to E)

1,172,000

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IV. Information about Hong Kong Depositary Receipt (HDR)

Not applicable

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V. Confirmations

We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued by the issuer during the month as set out in Part III and IV which has not been previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, it has been duly authorised by the board of directors of the listed issuer and, insofar as applicable:

(Note 2)

• (i) all money due to the listed issuer in respect of the issue of securities has been received by it;

(ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under "Qualifications of listing" have been fulfilled;

• (iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;

• (iv) all the securities of each class are in all respects identical (Note 3);

• (v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with other legal requirements;

• (vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue;

• (vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and

(viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies.

Submitted by: Xueming Qian

Title: Executive Director and Chief Executive Officer

(Director, Secretary or other Duly Authorised Officer)

Notes

1. SEHK refers to Stock Exchange of Hong Kong.

2. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, no further confirmation is required to be made in this return.

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3.

“Identical” means in this context:

• ．

the securities are of the same nominal value with the same amount called up or paid up;

• they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to

• ． exactly the same sum (gross and net); and

• ． they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

If there is insufficient space, please submit additional document.

1. In the context of repurchase of shares:

2. ． “shares issuable to be listed on SEHK” should be construed as “shares repurchased listed on SEHK”; and

3. ． “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares repurchased (if listed on SEHK)”; and

4. ． “class of shares issuable” should be construed as “class of shares repurchased”; and

5. ． “issue and allotment date” should be construed as “cancellation date”

In the context of redemption of shares:

• ． “shares issuable to be listed on SEHK” should be construed as “shares redeemed listed on SEHK”; and

• ． “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares redeemed (if listed on SEHK)”; and

• ． “class of shares issuable” should be construed as “class of shares redeemed”; and

• ． “issue and allotment date” should be construed as “redemption date”

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