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ISSUE OF NEW SHARES PURSUANT TO THE 2022 RESTRICTED SHARE UNIT PLAN

2024-06-18 00:00:00

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.Tongcheng Travel Holdings Limited同程旅行控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 0780) ISSUE OF NEW SHARES PURSUANT TO THE 2022 RESTRICTED SHARE UNIT PLAN References are made to the announcements of the Company dated June 29 2022 and October 23 2023 in connection with among others the grant of restricted share units under the 2022 RSU Plan by the Board respectively. Unless the context otherwise requires capitalized terms used herein shall have the same meanings as those defined in the aforesaid Grant Announcements.On June 18 2024 the Board has resolved to issue a total of 48527438 new Shares pursuant to the general mandate granted by the shareholders of the Company at the 2022 AGM under which the maximum number of Shares that can be issued and allotted is 448360806 Shares for the purpose of awarding a total of 48527438 Awarded Shares (comprising (A) the 20797500 Award Shares to 144 Awarded Persons on June 29 2022; and (B) 27729938 Award Shares to 288 Awarded Persons on October 20 2023) under the 2022 RSU Plan. The purpose of the issue is to recognize the contributions made by the Awarded Persons and to attract and retain talent for the continuous operations and development of the Group. The issuance of these Shares is not subject to shareholders’ approval. Except for the July 2023 Issue of New Shares and the October 2023 Issue of New Shares as at the date of this announcement no new Share has been issued or allotted under such general mandate. Pursuant to the 2022 RSU Plan the Board shall cause to be paid the subscription money of US$24263.72 for the new Shares representing the nominal value of the Share multiplied by the number of Shares issued from the Company’s resources. The Trustee shall subscribe for the new Shares in cash which shall be transferred to the Awarded Persons at no cost upon satisfaction of the specified vesting conditions specified at the time of making the Award.The vesting period of the Awarded Shares is the same among the Awarded Persons.The Trustee and all of the Awarded Persons and their respective ultimate beneficial owners if any are third parties independent of the Company and are not connected persons of the Company and none of them is a director chief executive or a substantial shareholder of the Group or an associate of any of them (as defined under the Listing Rules) as at the time of granting the Awarded Shares. 1The new Shares to be issued and allotted by the Company to the Trustee represent approximately 2.13% of the Company’s issued Shares as at the date of this announcement and approximately 2.09% of the Company’s enlarged issued Shares after the allotment. The new Shares when issued and fully paid will rank pari passu among themselves and with the Shares in issue; and upon vesting be entitled to the right to receive all dividends and other distributions declared on or after the date of vesting. The Trustee shall not exercise the voting rights in respect of any Shares held in trust.The Company has not engaged in any fund raising activities by any issue of Shares in the 12 months immediately preceding the date of this announcement. Application has been made by the Company to the Listing Committee of the Stock Exchange for the granting of the listing of and permission to deal in the 48527438 Awarded Shares.DEFINITIONS In this announcement unless the context otherwise requires the following terms shall have the following meanings: “2022 AGM” the annual general meeting of the Company held on May 29 2023 “2022 RSU Plan” the 2022 restricted share unit plan adopted and approved by the Board on March 22 2022 “associate(s)” has the meaning ascribed thereto under the Listing Rules “Award(s)” award(s) of Shares by the Board pursuant to the 2022 RSU Plan to the Awarded Person(s) “Awarded Person(s)” any eligible person (including among others employee executive or officer director and consultant) whom the Board may from time to time at its absolute discretion select for participation in the 2022 RSU Plan “Awarded Shares” in respect of an Awarded Person such number of Shares determined by the Board and (i) issued by the Company to the Awarded Person or (ii) purchased by the Trustee on the market in either case out of cash paid by the Company by way of settlement to the Trustee pursuant to the 2022 RSU Plan “Board” the board of directors of the Company such committee or subcommittee or person(s) delegated with the power and authority by the board of directors of the Company to administer the 2022 RSU Plan 2“Company” Tongcheng Travel Holdings Limited (同程旅行控股有限公司) an exempted company with limited liability incorporated under the laws of the Cayman Islands on January 14 2016 “connected person(s)” has the meaning ascribed thereto under the Listing Rules“Consolidated the entities that the Company controls through certain contractualAffiliated Entities” arrangements “Grant Announcement(s)” the announcements of the Company dated June 29 2022 and October 23 2023 in connection with among others the grant of (i) a total of 27730000 RSUs by the Board pursuant to the 2022 RSU Plan and (ii) a total of 27729938 RSUs by the Board pursuant to the 2022 RSU Plan “Group” the Company its Subsidiaries and Consolidated Affiliated Entities “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China“July 2023 Issue the issue of 6932500 new Shares pursuant to the 2022 RSU Plan asOf New Shares” disclosed in the announcement of the Company dated July 7 2023 “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time“October 2023 the issue of 2639282 new Shares pursuant to the 2019 restrictedIssue Of New Shares” share unit plan adopted and approved by the Board on July 2 2019 as disclosed in the announcement of the Company dated October 11 2023 “RSUs” restricted share unit(s) granted to eligible participant(s) under the 2022 RSU Plan “Share(s)” ordinary share(s) in the share capital of the Company currently of nominal value US$0.0005 each “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subsidiary(ies)” has the meaning ascribed to it under the Listing Rules 3“Trustee” the trustee appointed by the Company in respect of the 2022 RSU Plan “US$” United States dollars the lawful currency of the United States “%” per cent By order of the Board Tongcheng Travel Holdings Limited Ma Heping Executive Director and Chief Executive Officer Hong Kong June 18 2024 As at the date of this announcement the Board comprises the following: Executive Directors Independent Non-executive Directors Wu Zhixiang (Co-Chairman) Yang Chia Hung Ma Heping (Chief Executive Officer) Dai Xiaojing Han Yuling Non-executive Directors Liang Jianzhang (Co-Chairman) Jiang Hao Xie Qing Hua Brent Richard Irvin 4