意见反馈

GRANT OF SHARE OPTIONS

2024-06-27 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) GRANT OF SHARE OPTIONS The Board announces that on June 27 2024 (after trading hours) 21000000 Share Options were granted to Mr. Ma Heping an executive Director and the chief executive officer of the Company under the 2024 Share Scheme.The details of the Share Options granted to the Mr. Ma are as follows: 1. Date of grant June 27 2024 (after trading hours) 2. Grantee Mr. Ma Heping an executive Director and the chief executive officer of the Company 3. Number of Share 21000000 Share Options Options granted 4. Total number of Award 21000000 Award Shares Shares to be issued upon exercise of the Share Options 5. Exercise price of the HK$15.920 Share Options granted The exercise price of HK$15.920 per Share represents the highest of (i) the nominal value of the Share of US$0.0005 (ii) the closing price of HK$15.920 per Share as stated in the daily quotation sheet issued by the Stock Exchange on the date of the grant; and (iii) the average closing price of HK$15.900 per Share as stated in the daily quotation sheet issued by the Stock Exchange for the five business days immediately preceding the date of the grant. 6. Closing price of the HK$15.920 Shares on the date of grant 7. Exercise period of the The exercise period for the Share Options granted shall not be Share Options granted longer than ten years from the date of grant. 18. Vesting period The Share Options will vest in equal installments on the anniversary of the date of grant over six years. 9. Performance target There is no performance target attached to the Share Options granted.Considering that (i) Mr. Ma is the chief executive officer and an executive Director who has contributed and will continue to contribute directly to the overall business performance and sustainable development of the Group (ii) the grant is a recognition for Mr. Ma’s past contributions to the Group as well as an incentive to retain and encourage continued excellent performance on the part of Mr. Ma and (iii) the Share Options are subject to certain vesting conditions and terms of the 2024 Share Scheme which include a relatively extended vesting period of six years and cover situations where the Share Options will lapse in the event that Mr. Ma ceases to be an employee of the Group the remuneration committee of the Board is of the view that the grant of Share Options to Mr. Ma without performance target is market competitive and aligns with the purpose of the 2024 Share Scheme. 10. Clawback mechanism Where certain events specified in the 2024 Share Scheme Rules arises unless the Scheme Administrator determines otherwise at its absolute discretion with respect to a grantee awards granted but not yet exercised shall immediately lapse regardless of whether such awards have vested or not and with respect to any award Shares delivered or amount paid to the grantee the grantee be required to transfer the same value whether in Shares and/or cash back to our Company (or nominee). These circumstances are: (a) the grantee ceasing to be an Eligible Participant (as defined in the 2024 Share Scheme Rules) by reason of termination of his/her employment or contractual engagement with the Group or Related Entity (as defined in the 2024 Share Scheme Rules) for cause (including but not limited to misconduct fraud or poor performance) or as a result of the grantee having been charged penalised or convicted or an offence involving the grantee’s integrity or honesty; (b) the grantee commits a serious misconduct or breach including with respect to a policy or code of or other agreement with the Group which is considered to be material; or (c) the award to the grantee will no longer be appropriate and aligned with the purpose of the 2024 Share Scheme. 2In accordance with Rule 17.04(1) of the Listing Rules the grant of the Share Options to Mr. Ma has been approved by the independent non-executive Directors. Mr. Ma had abstained from voting on the board resolution relating to the grant.The grant (i) would not result in the options and awards granted and to be granted to Mr. Ma in the 12-month period up to and including the date of such grant in aggregate to exceed 1% of the Shares in issue and (ii) will not be subject to approval by the Shareholders. There are no arrangements for the Company or any of its subsidiaries to provide financial assistance to the grantee to facilitate the purchase of Shares under the 2024 Share Scheme.Reasons for and benefits of the grant The purposes of the grant are to remunerate incentivize and reward Mr. Ma and encourage Mr. Ma to work towards enhancing the value of the Company and its Shares.Number of Shares available for future grant As of the date of this announcement (after taking into account of the above grant) 2249990 Shares are available for future grant under the 2024 Share Scheme.DEFINITIONS In this announcement the following expressions shall have the following meanings unless the context requires otherwise.“2024 Share Scheme” the 2024 share scheme approved and adopted by the Company at the annual general meeting held on June 26 2024 “2024 Share Scheme Rules” the rules relating to the 2024 Share Scheme as amended from time to time “Award Share(s)” new Shares (including treasury Shares) underlying an award granted under the 2024 Share Scheme “Board” the board of Directors “Company” Tongcheng Travel Holdings Limited (同程旅行控股有限公司) an exempted company incorporated under the laws of the Cayman Islands with limited liability the Shares of which are listed on the Main Board of the Stock Exchange (stock code: 780) “Director(s)” the director(s) of the Company “Group” the Company its subsidiaries and consolidated affiliated entities from time to time “HK$” Hong Kong dollar the lawful currency of the Hong Kong Special Administrative Region of the People’s Republic of China “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange 3“Mr. Ma” Mr. Ma Heping an executive Director and the chief executive officer of the Company “Scheme Administrator” the Board any committee of the Board the Management (as defined in the 2024 Share Scheme Rules) or other person(s) to whom the Board has delegated its authority in accordance with the 2024 Share Scheme Rules “Share(s)” ordinary share(s) in the share capital of the Company with a par value of US$0.0005 each “Shareholder(s)” holder(s) of Share(s) in the Company “Share Option(s)” option(s) to subscribe for or acquire Award Shares which is granted under the 2024 Share Scheme “Stock Exchange” The Stock Exchange of Hong Kong Limited “US$” U.S. dollars the lawful currency of the United States of America “%” per cent By order of the Board Tongcheng Travel Holdings Limited Ma Heping Executive Director and Chief Executive Officer Hong Kong June 27 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