Tongcheng Elong : GRANT OF SHARE OPTIONS AND GRANT OF RESTRICTED SHARE UNITS

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-Elong Holdings Limited

同 程 藝 龍 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 0780)

GRANT OF SHARE OPTIONS

AND

GRANT OF RESTRICTED SHARE UNITS

The Board announces that on December 20, 2019, a total of 20,983,500 Share Options were granted to certain eligible participants pursuant to the 2019 Share Option Plan to subscribe for a total of 20,983,500 Shares, and that a total of 7,902,000 RSUs were granted to certain eligible participants pursuant to the 2019 RSU Plan.

GRANT OF SHARE OPTIONS

According to Rule 17.06A of the Listing Rules, details of the grant of Share Options under the 2019 Share Option Plan are set out as follows:-

1.	Date of grant	December 20, 2019
2.	Exercise price of Share Options granted	HK$12.428 per Share. The exercise price of
		HK$12.428 per Share represents the highest of
		(i) the closing price of HK$12.4 per Share as
		stated in the daily quotation sheet issued by the
		Stock Exchange on the date of the grant; (ii) the
		average closing price of HK$12.428 per Share
		as stated in the daily quotation sheets issued by
		the Stock Exchange for the five trading days
		immediately preceding the date of grant; and
		(iii) the nominal value of the Share, which is
		US$0.0005
3.	Total number of Share Options granted	20,983,500
4.	Total number of Shares to be issued upon	20,983,500
	exercise of the Share Options in full
5.	Closing price of Share on date of grant	HK$12.4 per Share
6.	Average closing price of the Shares for	HK$12.428 per Share
	the five trading days immediately
	preceding the date of grant

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7. Validity period of Share Options	10 years from date of grant, i.e. from December
	20, 2019 to December 19, 2029

8. Among the total 20,983,500 Share Options, 1,600,000 Share Options are granted to the Directors with details as follows:-

		Number of
Name of grantees	Relationship with the Company	Share Options
Ma Heping	Executive Director and Chief Executive Officer	1,600,000

In accordance with Rule 17.04(1) of the Listing Rules, the grant of the Share Options to the above Director has been approved by the independent non-executive Directors. The grantee has also abstained from voting so far as the resolution for the approval of the grant of Share Options to each of them was concerned.

GRANT OF RSUS

On December 20, 2019, the Company also granted a total of 7,902,000 RSUs to certain eligible participants pursuant to the 2019 RSU Plan, representing approximately 0.37% of the total issued share capital of the Company as at the date of this announcement. The closing price of the Shares on the date of the grant was HK$12.4 per Share.

The Company may direct and procure the Trustee to purchase existing Shares or subscribe for new Shares to satisfy the RSUs granted to the eligible participants upon vesting.

The Board considers that the grant of the RSUs is fair and reasonable and is in the best interests of the Company and its shareholders as a whole.

GENERAL

Save as disclosed above, none of the grantees of the Share Options or the RSUs is a Director, chief executive or substantial shareholder of the Company or an associate of any of them. The grant of Share Options or the RSUs to the above grantees is not subject to approval by shareholders of the Company under the Listing Rules.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:

"2019 Share Option	the share option plan approved by an ordinary resolution passed by the
Plan"	shareholders of the Company at the extraordinary general meeting of the
	Company held on August 2, 2019
"2019 RSU Plan"	the 2019 restricted share unit plan adopted and approved by the Board on
	July 2, 2019
"associate(s)"	has the meaning ascribed thereto under the Listing Rules
"Board"	the board of Directors

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"Company"Tongcheng-Elong Holdings Limited ( 同程藝龍控股有限公司), an exempted company with limited liability incorporated under the laws of the Cayman Islands on January 14, 2016

"Director(s)" director(s) of the Company

"HK$"Hong Kong dollar(s), the lawful currency of Hong Kong

"Hong Kong" 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, as amended from time to time

"RSUs"restricted share unit(s) granted to eligible participant(s) under the 2019 RSU Plan

"Shares"ordinary share(s) in the share capital of the Company, currently of nominal value US$0.0005 each

"Share Options" option(s) granted under the 2019 Share Option Plan to purchase the Shares

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Trustee"the trustee as may be appointed by the Company in respect of the 2019 RSU Plan

By order of the Board

Tongcheng-Elong Holdings Limited

Ma Heping

Executive Director and

Chief Executive Officer

Hong Kong, December 20, 2019

As at the date of this announcement, the Board comprises the following:

Executive Directors	Independent Non-executive Directors
Wu Zhixiang (Co-Chairman)	Wu Haibing
Ma Heping (Chief Executive Officer)	Dai Xiaojing
	Han Yuling
Non-executive Directors
Liang Jianzhang (Co-Chairman)
Jiang Hao
Yu Haiyang
Brent Richard Irvin

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