Transsion Holdings: Transsion Holdings' announcement on the vesting results of the first vesting period of the first vesting period of the restricted stock incentive plan and the vesting results of the first vesting period of the reserved grant part of the restricted stock incentive plan and the listing of shares
DATE:  Oct 15 2024

Stock code: 688036 Stock abbreviation: Transsion Holdings Announcement No.: 2024-035

Shenzhen Transsion Holdings Co., Ltd

Regarding the vesting results and shares of the first vesting period of the first vesting period of the first grant of the restricted stock incentive plan in 2022 and the vesting results of the first vesting period of the reserved grant part

Announcement of the listing

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.

Important Content Notes:

The type of stock listing is equity incentive shares; The number of shares listed is 11,159,295 shares.

The total number of shares outstanding in this listing is 11,159,295 shares.

The stock will be listed for circulation on October 17, 2024.

Shenzhen Transsion Holdings Co., Ltd. (hereinafter referred to as the "Company") has completed the share registration of the first vesting period of the first vesting period of the first grant part of the restricted stock incentive plan in 2022 and the first vesting period of the reserved grant part. The relevant situation is hereby announced as follows:

1. The decision-making procedures and related information disclosure of the vesting of restricted shares

1. On August 19, 2022, the company held the 16th meeting of the second board of directors and deliberated and approved the "Guan

The company < the > of the 2022 restricted stock incentive plan (draft) and its summary", "the proposal on the > of the company's < of the assessment and management measures for the implementation of the 2022 restricted stock incentive plan", "the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentives" and other proposals. The independent directors of the company expressed their independent opinions on the proposals related to the incentive plan.

On the same day, the company held the 16th meeting of the second board of supervisors, which deliberated and approved the "Proposal on the > and Summary of the Company's < 2022 Restricted Stock Incentive Plan (Draft)", "Proposal on the > of the Assessment and Management Measures for the Implementation of the Company's < 2022 Restricted Stock Incentive Plan" and "On Verification of the Company< 2022 Restricted Shares 2. On September 1, 2022, the Board of Supervisors of the Company disclosed the "Review Opinions and Publicity Statement of the Board of Supervisors on the List of Incentive Recipients Granted for the First Time in the Company's 2022 Restricted Stock Incentive Plan". 3. On September 13, 2022, the company held the first extraordinary general meeting of shareholders in 2022, and reviewed and approved the proposal on the company's < 2022 restricted stock incentive plan (draft) > and its summary"Proposal on the > of the Measures for the Implementation of the Assessment and Management Measures for the Company's < 2022 Restricted Stock Incentive Plan", "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to Equity Incentives" and other proposals. The next day, the company disclosed the "Self-inspection Report on the Trading of the Company's Shares by Insiders and Incentive Recipients of the 2022 Restricted Stock Incentive Plan" on the website of the Shanghai Stock Exchange.

4. On September 13, 2022, the company held the 17th meeting of the second board of directors and the second board of supervisors

At the 17th meeting, the "Proposal on Adjusting Matters Related to the 2022 Restricted Stock Incentive Plan" and "Proposal on Granting Restricted Shares to Incentive Recipients for the First Time" and other proposals were deliberated and approved. The independent directors of the company expressed their independent opinions on the proposal, believing that the granting conditions have been achieved, the qualifications of the incentive objects are legal and valid, and the first grant date determined is in accordance with the relevant regulations. The Board of Supervisors verified the list of incentive recipients on the first grant date and issued verification opinions.

5. On September 7, 2023, the company held the 25th meeting of the second board of directors and the second board of supervisors

At the 25th meeting, the "Proposal on Adjusting the Grant Price of Restricted Shares of the 2022 Restricted Stock Incentive Plan" and "Proposal on Granting Reserved Restricted Shares to the Incentive Objects of the 2022 Restricted Stock Incentive Plan" and other proposals were deliberated and approved, and it was agreed to adjust the grant price of restricted shares (including reserved grants) from 50.00 yuan/share to 48.20 yuan/share; It is considered that the conditions for the grant of the reserved part of the restricted shares have been fulfilled, the qualifications of the incentive recipients are legal and valid, and the determined grant date complies with the relevant regulations. The independent directors of the company expressed their independent opinions on this, and the board of supervisors verified the list of incentive recipients for the grant of restricted shares, and the lawyer issued a legal opinion.

6. On September 18, 2024, the company held the 10th meeting of the 3rd board of directors and the 3rd board of supervisors

At the seventh meeting, the "Proposal on Adjusting the Grant Price and Grant Quantity of Restricted Shares of the 2022 Restricted Stock Incentive Plan", "Proposal on the First Vesting Period of the First Grant Part of the Company's 2022 Restricted Stock Incentive Plan Meets the Vesting Conditions", "Proposal on the First Vesting Period of the Reserved Grant Part of the Company's 2022 Restricted Stock Incentive Plan Meets the Vesting Conditions", "Proposal on Invalidating Part of the 2022 Restricted Shares Granted and Not Vested". Agreed to increase the restricted stock grant price, including reserved grants, from 48.20

RMB/share was adjusted to RMB30.1429/share, and the number of shares granted was adjusted from 17.1805 million shares to 24.0527 million shares (of which

adjusted to 4,802,000 shares); It is considered that the vesting conditions for the first vesting period of the first grant part of the restricted stock incentive plan and the first vesting period of the reserved grant part have been fulfilled. The board of supervisors of the company verified the attribution list and issued a verification opinion, and the lawyer issued a legal opinion on the matters related to the attribution.

2. The basic situation of the vesting of restricted shares

(1) The number of shares vested in the first vesting period of the first vesting period to be granted for the first time

Restricted Attributable Quantity Granted The attributable quantity accounts for the number granted

Name of Incentive Recipient Position Number of Shares (Shares) (Shares) The total amount of restricted shares to be given

proportions

1. Directors and senior managers

Zhang Qi Director & Deputy General Manager 560,000 280,000 50%

Lei Weiguo Deputy General Manager 280,000 140,000 50%

Jiang Shuming Deputy General Manager 420,000 210,000 50%

Wu Wen Deputy General Manager 182,000 91,000 50%

Xiao Yonghui Finance Manager 280,000 140,000 50%

Zeng Chun Secretary of the Board of Directors 140,000 70,000 50%

2. Other incentive recipients

Other persons deemed by the Board to be in need of incentives 15,866,200 7,916,720 49.90%

(809 people)

Total (815 people) 17,728,200 8,847,720 49.91%

(2) Reserve the number of shares to be vested in the first vesting period

The number of restricted shares vested is the total number of shares vested

Name of Incentive Recipient Position Number of Votes (Shares) Number of Attributable Shares (Shares) Total amount of restricted shares to be given

proportions

1. Directors and senior managers

Zhang Qi Director & Deputy General Manager 224,000 112,000 50%

Jiang Shuming Deputy General Manager 168,000 84,000 50%

Xiao Yonghui Finance Manager 112,000 56,000 50%

2. Other incentive recipients

Other persons deemed by the Board of Directors to be in need of incentives 4,124,400 2,059,575 49.94%

(208 people)

Total (211 people) 4,628,400 2,311,575 49.94%

(3) The source of the vested shares

Targeted issuance of RMB A ordinary shares of the company to incentive recipients.

(4) The number of belongings

815 people will vest in the first vesting period for the first time, and 211 people will be granted in the first vesting period.

3. The listing and circulation arrangements and changes in share capital of the restricted shares

(1) The listing and circulation date of the attributable shares: October 17, 2024

(2) The number of shares listed and outstanding this time: 11,159,295 shares (of which: 8,847,720 shares in the first vesting period of the first vesting period of the restricted stock incentive plan granted for the first time in 2022, and 2,311,575 shares in the first vesting period of the reserved grant part)

(3) Restrictions on the sale and transfer of shares vested by directors and senior managers

1. If the incentive object is the company's directors and senior managers, the shares transferred each year during their tenure shall not exceed 25% of the total number of shares of the company held by them, and the shares of the company held by them shall not be transferred within half a year after resignation.

2. If the incentive object is the company's directors and senior managers, the company's shares held by them will be sold within 6 months after the purchase, or bought again within 6 months after the sale, and the proceeds therefrom shall belong to the company, and the board of directors of the company will recover the proceeds.

3. During the validity period of this incentive plan, if there is any change in the relevant laws, regulations, normative documents and the relevant provisions on the transfer of shares held by directors and senior managers of the company in the Company Law, the Securities Law, the Interim Measures for the Administration of Shareholding Reduction by Shareholders of Listed Companies, and the Self-Regulatory Guidelines for Listed Companies on the Shanghai Stock Exchange No. 15 - Reduction of Shareholdings by Shareholders and Directors, Supervisors and Senior Managers of the Shanghai Stock Exchange and the Articles of Association. The transfer of the company's shares held by these incentive recipients shall comply with the revised relevant provisions at the time of transfer.

(4) Changes in share capital

Unit: shares

Before This change After the change

Total share capital 1,129,191,280 11,159,295 1,140,350,575

After this share change, the actual controller has not changed.

Fourth, the capital verification and share registration

Tianjian Certified Public Accountants (Special General Partnership) issued the "Capital Verification Report" on September 26, 2024

(Tian Jian Yan [2024] No. 399), the capital contribution of the incentive objects that meet the vesting conditions in the first vesting period of the first grant part of the restricted stock incentive plan in 2022 and the first vesting period of the reserved grant part were reviewed

Examine. After verification, as of September 18, 2024, the registered capital of the company after the change is RMB

RMB1,140,350,575.00, with a cumulative paid-in share capital of RMB1,140,350,575.00.

On October 11, 2024, the Company's 2022 Restricted Stock Incentive Plan granted part of the first vesting for the first time

The registration procedures for the first vesting period of the subordinate period and the reserved grant part have been completed, and the Shanghai Branch of China Securities Depository and Clearing Corporation Limited has issued the "Securities Change Registration Certificate".

5. The impact of the new shares after this vesting on the latest financial report

According to the company's 2024 semi-annual report, the company realized the amount attributable to shareholders of listed companies from January to June 2024

The net profit was 2,852,014,497.55 yuan, and the company's basic earnings per share from January to June 2024 was 2.53 yuan per share; root

After the second vesting, based on the total share capital of 1,140,350,575 shares after vesting, the company's basic earnings per share from January to June 2024 will be diluted accordingly under the condition that the net profit attributable to shareholders of the listed company remains unchanged.

The number of restricted shares vested this time is 11,159,295 shares, accounting for about 0.99% of the company's total share capital before vesting, which will not have a significant impact on the company's latest financial position and operating results.

The announcement is hereby made.

Board of Directors of Shenzhen Transsion Holdings Co., Ltd

October 15, 2024

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