Meitu, Inc. — AGM Information 2017

Apr 27, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Meitu, Inc. , you should at once hand this circular together with the enclosed proxy form to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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Meitu, Inc. 美圖公司

(Incorporated in the Cayman Islands with limited liability and carrying on business in Hong Kong as “ 美圖之家 ”) (Stock Code: 1357)

PROPOSALS FOR

RE-ELECTION OF THE RETIRING DIRECTORS, RE-APPOINTMENT OF THE COMPANY’S AUDITOR, GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES CLOSURE OF REGISTER OF MEMBERS,

AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Meitu, Inc. (the “ Company ”) to be held at Studio 1, 7/F, W Hong Kong, 1 Austin Road West, Kowloon Station, Kowloon, Hong Kong on Friday, June 2, 2017 at 3:00 p.m. (the “ AGM ”) is set out on pages 14 to 17 of this circular. The form of proxy for use at the AGM is also enclosed with this circular. The form of proxy is also published on the websites of the Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://corp.meitu. com).

Whether or not you intend to attend the AGM, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the AGM, or any adjourned meeting, in person should you so wish.

April 28, 2017

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
RE-ELECTION OF RETIRING DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS
AS THE AUDITOR OF THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SHARE ISSUE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SHARE REPURCHASE MANDATE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
CLOSURE OF REGISTER OF MEMBERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
VOTING BY WAY OF POLL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ACTION TO BE TAKEN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
APPENDIX I EXPLANATORY STATEMENT ON THE SHARE
REPURCHASE MANDATE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
APPENDIX II BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS
PROPOSED TO BE RE-ELECTED. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

— i —

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

“AGM”	the annual general meeting of the Company to be held at Studio 1, 7/F, W
	Hong Kong, 1 Austin Road West, Kowloon Station, Kowloon, Hong Kong on
	Friday, June 2, 2017 at 3:00 p.m.
“Articles of Association”	the amended and restated memorandum and articles of association of the
	Company currently in force
“Board”	the board of Directors
“Company”,	Meitu, Inc.美圖公司, an exempted company with limited liability
“our Company”,	incorporated under the laws of the Cayman Islands on July 25, 2013 and
“the Company”, or	carries on business in Hong Kong as “美圖之家” (in Chinese) as approved
“Meitu”	and registered with the Registrar of Companies in Hong Kong on October 28
	and November 7, 2016, respectively and the Shares of which are listed on the
	Stock Exchange
“Director(s)”	the director(s) of the Company
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s Republic of
	China
“Latest Practicable Date”	April 21, 2017, being the latest practicable date of ascertaining certain
	information contained in this circular prior to its publication
“Listing Date”	December 15, 2016 the date on which the Shares were listed on the Stock
	Exchange
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Notice of AGM”	the notice dated April 28, 2017 convening the AGM as set out on pages 14 to
	17 of this circular
“NYSE”	the New York Stock Exchange
“PRC”	the People’s Republic of China
“Share Issue Mandate”	a general mandate proposed to be granted to the Directors to exercise the
	power of the Company to allot, issue and deal with Shares to a maximum of
	20% of the total number of issued shares of the Company as at the date of
	passing of the resolution approving the Share Issue Mandate
“Share Repurchase	a general mandate proposed to be granted to the Directors to exercise the
Mandate”	power of the Company to repurchase Shares up to a maximum of 10% of the
	total number of issued shares of the Company as at the date of passing the
	Share Repurchase Mandate

— 1 —

DEFINITIONS

“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or modified from time to time “Share(s)” ordinary share(s) of US$0.00001 each in the share capital of the Company “Shareholder(s)” registered holder(s) of Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” The Code on Takeovers and Mergers and Share Buy-backs “US$” United States dollars, the lawful currency of the United States “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent

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LETTER FROM THE BOARD

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Meitu, Inc. 美圖公司

(Incorporated in the Cayman Islands with limited liability and carrying on business in Hong Kong as “ 美圖之家 ”)

(Stock Code: 1357)

Executive Directors: Mr. CAI Wensheng (Chairman) Mr. WU Zeyuan (Chief Executive Officer)

Non-Executive Directors: Dr. GUO Yihong Dr. LEE Kai-Fu

Registered Office: The offices of Codan Trust Company (Cayman) Limited Cricket Square, Hutchins Drive PO Box 2681 Grand Cayman, KY1-1111 Cayman Islands

Independent Non-Executive Directors: Mr. KO Chun Shun Johnson Mr. ZHOU Hao Ms. LO Po Man

Principal Place of Business in Hong Kong: Room 8106B, Level 81 International Commerce Centre 1 Austin Road West Kowloon, Hong Kong

April 28, 2017

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR

RE-ELECTION OF THE RETIRING DIRECTORS, RE-APPOINTMENT OF THE COMPANY’S AUDITOR, GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, CLOSURE OF REGISTER OF MEMBERS, AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information in connection with, the proposals to (i) re-elect the retiring Directors; (ii) re-appoint PricewaterhouseCoopers as the auditor of the Company; (iii) grant to the Directors the Share Issue Mandate and the Share Repurchase Mandate; and (iv) give you the Notice of the AGM.

2. RE-ELECTION OF RETIRING DIRECTORS

The Board currently consists of seven Directors, Mr. CAI Wensheng, Mr. WU Zeyuan, Dr. GUO Yihong, Dr. LEE Kai-Fu, Mr. KO Chun Shun Johnson, Mr. ZHOU Hao and Ms. LO Po Man.

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LETTER FROM THE BOARD

Pursuant to Article 84(1) of the Articles of Association, Mr. CAI Wensheng, Mr. WU Zeyuan and Dr. GUO Yihong will retire at the AGM and will being eligible, offer themselves for re-election.

Brief biographical details of the retiring Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.

3. RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS AS THE AUDITOR OF THE COMPANY

The Board proposes to re-appoint PricewaterhouseCoopers as the auditor of the Company to hold office until the conclusion of the next annual general meeting. A resolution will also be proposed to authorize the Board to fix the auditor’s remuneration. PricewaterhouseCoopers has indicated its willingness to be re-appointed as the Company’s auditor for the said period.

4. SHARE ISSUE MANDATE

On 25 November 2016, an ordinary resolution was passed by the Shareholders to give a general mandate to the Directors to allot, issue and deal with Shares. Such general mandate will lapse at the conclusion of the AGM. It is therefore proposed to renew such general mandate at the AGM. An ordinary resolution item 5 will be proposed at the AGM to grant a general mandate to the Directors to allot, issue and otherwise deal with additional Shares up to a limit equal to 20% of the total number of issued Shares as at the date of passing the ordinary resolution.

As at the Latest Practicable Date, the issued share capital of the Company comprised 4,236,198,050 Shares. Assuming that there is no change in the issued share capital between the period from the Latest Practicable Date and the date of passing this resolution, the maximum number of Shares which may be issued pursuant to the Share Issue Mandate as at the date of passing the ordinary resolution item 5 approving the Share Issue Mandate will be 847,239,610 Shares, representing not more than 20% of the total number of issued shares of the Company as at the date of passing the resolutions.

In addition, a separate ordinary resolution item 7 will also be proposed for you to approve the extension of the Share Issue Mandate by adding to the total number of Shares which may be allotted and issued by the Directors pursuant to the Share Issue Mandate and the number of Shares representing such number of Shares repurchased under the Share Repurchase Mandate.

5. SHARE REPURCHASE MANDATE

On 25 November 2016, an ordinary resolution was passed by the Shareholders to give a general mandate to the Directors to exercise the powers of the Company to repurchase its own Shares. Such general mandate will lapse at the conclusion of the AGM. It is therefore proposed to renew the Share Repurchase Mandate at the AGM. An ordinary resolution item 6 will be proposed at the AGM to grant the Share Repurchase Mandate to the Directors, which will allow them to cause the Company to repurchase Shares of up to 10% of the total number of issued Shares as at the date of passing the ordinary resolution item 6.

As at the Latest Practicable Date, the issued share capital of the Company comprised 4,236,198,050 Shares. Assuming that there is no change in the issued share capital between the period from the Latest Practicable Date and the date of passing the ordinary resolution item 6, the maximum number of Shares which may be repurchased pursuant to the Share Repurchase Mandate as at the date of passing the ordinary resolution item 6 will be 423,619,805 Shares, representing not more than 10% of the total number of issued shares of the Company as at the date of passing the resolution.

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LETTER FROM THE BOARD

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the Share Repurchase Mandate is set out in Appendix I to this circular. This explanatory statement contains all information reasonably necessary to enable you to make an informed decision on whether to vote for or against the ordinary resolution to approve the Share Repurchase Mandate.

The Share Issue Mandate (including the extended Share Issue Mandate) and the Share Repurchase Mandate, if granted, shall continue to be in force during the period from the date of passing of the resolutions for the approval of the Share Issue Mandate (including the extended Share Issue Mandate) and the Share Repurchase Mandate up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the laws of the Cayman Islands or the Articles of Association to be held; or (iii) the revocation or variation of the Share Issue Mandate (including the extended Share Issue Mandate) or the Share Repurchase Mandate (as the case may be) by ordinary resolution of the Shareholders in a general meeting, whichever occurs first.

The Directors have no present intention to exercise the Share Repurchase Mandate (if granted to the Directors at the AGM).

6. CLOSURE OF REGISTER OF MEMBERS

The register of members will be closed from Thursday, May 25, 2017 to Friday, June 2, 2017, both dates inclusive, during which period no transfer of share will be effected. In order to be eligible to attend and vote at the AGM, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Wednesday, May 24, 2017.

7. VOTING BY WAY OF POLL

All the resolutions at the AGM shall be taken by poll in accordance with Rule 13.39(4) of the Listing Rules and Article 66(1) of the Articles of Association, except where the chairman, in good faith, decides to allow a resolution that relates purely to a procedural or administrative matter to be voted on by a show of hands pursuant to the Listing Rules.

Pursuant to Article 66(1) of the Articles of Association, subject to any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of Shares, at any general meeting every Shareholder present in person (or in the case of a Shareholder being a corporation, by its duly authorized representative) or by proxy shall have one vote for each Share registered in his name in the Company’s register of members. Where more than one proxy is appointed by a recognized clearing house (or its nominee(s)), each such proxy is under no obligation to cast all his votes in the same way.

An announcement on the poll vote results will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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LETTER FROM THE BOARD

8. ACTION TO BE TAKEN

The Notice of AGM is set out on pages 14 to 17 of this circular.

A proxy form for use at the AGM is enclosed herein. Such form of proxy is also published on the websites of the Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://corp.meitu.com). Whether or not you intend to attend the AGM, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the AGM, or any adjourned meeting, should they so wish.

9. RECOMMENDATION

The Directors believe that the proposed resolutions mentioned in this circular, including the proposals to re-elect the retiring Directors, to re-appoint the Company’s auditor, and to grant to the Directors the Share Issue Mandate and the Share Repurchase Mandate are in the best interests of the Company as well as to its Shareholders. Accordingly, the Directors recommend that all the Shareholders should vote in favor of all the relevant resolutions relating to aforesaid matters.

Yours faithfully For and on behalf of the Board of Meitu, Inc. CAI Wensheng Chairman

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EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

APPENDIX I

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide information reasonably necessary to enable you to make an informed decision on whether to vote for or against the ordinary resolution item 6 in respect of the approval of the Share Repurchase Mandate.

1. EXERCISE OF THE SHARE REPURCHASE MANDATE

As at the Latest Practicable Date, the issued share capital of the Company comprised 4,236,198,050 Shares.

Subject to the passing of ordinary resolution item 6, as set out in the Notice of AGM, in respect of the granting of the Share Repurchase Mandate, and on the basis that the issued share capital of the Company remains unchanged on the date of the AGM, i.e. being 4,236,198,050 Shares, the Directors will be authorized under the Share Repurchase Mandate to repurchase up to 423,619,805 Shares (representing 10% of the total number of Shares in issue as at the date of the AGM) during the period up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws to be held; or (iii) the revocation, variation or renewal of the Share Repurchase Mandate by ordinary resolution of the Shareholders in general meeting, whichever occurs first.

2. REASONS FOR REPURCHASES OF SHARES

The Directors believe that it is in the best interests of the Company and Shareholders to have a general authority from Shareholders to enable the Company to purchase securities of the Company in the market. Such purchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will be made only when the Directors believe that such purchases will benefit the Company and its Shareholders.

The Directors have no present intention to cause the Company to repurchase any Shares and they would exercise the power to repurchase only in circumstances where they consider that the repurchase would be in the best interests of the Company and its Shareholders.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum and articles of association and the applicable laws of the Cayman Islands. The law of the Cayman Islands provides that the amount to be repaid in connection with a share repurchase may be paid from the profits of the Company and/or the proceeds of a new issue of Shares made for the purpose of the repurchase or out of capital, if the Company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business. The Company may not purchase securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

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EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

APPENDIX I

4. IMPACT OF REPURCHASE

The Directors consider that there might be a material adverse effect on the working capital requirements or gearing position of the Company in the event that the Share Repurchase Mandate is exercised in full at the prevailing market value. However, the Directors do not propose to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on its gearing position that, in the opinion of the Directors, are from time to time appropriate for the Company.

5. SHARE PRICES

The table below is a summary of the highest and lowest traded prices in each of the previous months since 15 December 2016 (the date of listing of the Shares on the Main Board of the Stock Exchange) to the Latest Practicable Date:

	Highest	Lowest
	Traded Price	Traded Price
	HK$	HK$
December 2016_(since the date of listing)_	8.78	7.46
January 2017	9.40	8.00
February 2017	10.64	8.66
March 2017	23.05	9.89
April 2017_(up to the Latest Practicable Date)_	14.34	10.80

6. UNDERTAKING BY DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Share Repurchase Mandate and in accordance with the Listing Rules, the memorandum of association and articles of association of the Company, the laws of Hong Kong and the applicable laws of the Cayman Islands (being the jurisdiction in which the Company was incorporated).

7. INTENTION OF DIRECTORS AND CORE CONNECTED PERSONS TO SELL SHARES

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules), has any present intention, in the event that the Share Repurchase Mandate is approved, to sell any Shares to the Company.

No core connected person (as defined in the Listing Rules) has notified the Company that he or she has a present intention to sell Shares to the Company, or has undertaken not to do so, if the Share Repurchase Mandate is exercised.

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EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

APPENDIX I

8. EFFECT OF TAKEOVERS CODE AND PUBLIC FLOAT

If, on the exercise of the power to repurchase Shares pursuant to the Share Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Code), depending on the level of increase in those Shareholders’ interest, could obtain or consolidate control of the Company and becomes obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, the following substantial Shareholders were interested in 10% or more of the number of issued Shares:

				Percentage of
				number of Shares
				(assuming
				the Share
			Percentage	Repurchase
	Number of		of number	Mandate is
Name of Shareholder	Shares held		of Shares	exercised in full)
Mr. WU Zeyuan	1,666,666,670	(1)	39.34%	43.71%
Easy Prestige Limited	1,666,666,670	(1)	39.34%	43.71%
Xinhong Capital Limited	1,666,666,670	(1)	39.34%	43.71%
Mr. CAI Wensheng	1,666,666,670	(1)	39.34%	43.71%
Baolink Capital Ltd	1,666,666,670	(1)	39.34%	43.71%
Longlink Limited	1,666,666,670	(1)	39.34%	43.71%
Longlink Capital Ltd	1,666,666,670	(1)	39.34%	43.71%
Lion Trust (Singapore) Limited	1,440,616,670	(1)	34.01%	37.79%

Note:

• (1) Pursuant to the concert party agreement entered into among Mr. WU Zeyuan, Mr. CAI Wensheng and Ms. Wang Baoshan (including, where applicable, any entity directly or indirectly controlled by them that directly holds the Shares) on August 17, 2016, the entire interest of Xinhong Capital Limited is held by Easy Prestige Limited, which in turn is held by Lion Trust (Singapore) Limited as the trustee for the benefit of Mr. WU. The entire interest of Baolink Capital Ltd is held by Mr. CAI and the entire interest of Longlink Capital Ltd is held by Longlink Limited, which in turn is held by Lion Trust (Singapore) Limited as the trustee for the benefit of Mr. CAI.

In the event that the Directors exercise the proposed Share Repurchase Mandate in full, the interests of the substantial Shareholders in the Company will be increased to approximately the percentages as set out in the table above. The Directors believe that such increases may give rise to an obligation on the part of the concert parties, namely Mr. CAI Wensheng, Mr. WU Zeyuan, Easy Prestige Limited, Xinhong Capital Limited, Baolink Capital Ltd, Longlink Limited and Longlink Capital Ltd, to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. The Directors have no present intention to repurchase the Shares to the extent that will trigger the obligations under the Takeovers Code for the concert parties to make a mandatory offer.

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EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

APPENDIX I

The Listing Rules prohibit a company from making any repurchase on the Hong Kong Stock Exchange if the result of such repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Hong Kong Stock Exchange) of the Company’s issued share capital would be publicly held. The Directors do not intend to repurchase Shares to the extent that, after the consummation of any such repurchase, less than 25% (or such other prescribed minimum percentage as determined by the Hong Kong Stock Exchange) of the Company’s issued share capital would be publicly held.

9. REPURCHASE OF SHARES IN PREVIOUS SIX MONTHS

No repurchase has been made by the Company of its Shares in the six months prior to the date of this circular (whether on the Hong Kong Stock Exchange or otherwise).

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BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

The following are the particulars of the retiring Directors proposed to be re-elected at the AGM:

1. MR. CAI WENSHENG

Mr. CAI Wensheng (蔡文胜), aged 47, is a founder, executive Director and the Chairman of our Group, and is the chairman of the nomination committee of our Company with effect from the Listing Date. Mr. CAI also serves as a director of Meitu Holdings and Meipai Ltd. Mr. CAI is responsible for the overall strategic planning and business direction of the Group. Mr. CAI completed his junior high education from Shi Guang High School in Shishi city (石獅市石光中學), Fujian Province, China in July 1984. Mr. CAI is an entrepreneur and renowned investor in the Internet and technology industry in China. In August 2004, Mr. CAI established 265.com Inc. (北京二六五科技有限公司), a company that provides site navigation services. He was the chairman of 265.com Inc. from August 2004 to 2008, responsible for the company’s overall strategic development. 265.com Inc. was sold to Google in 2007. Since then, Mr. CAI has become an influential figure in the Internet start-up community in China. Mr. CAI has invested in various technology start-ups in the PRC, including Baofeng Group Co., Ltd. (暴風集團股份有限公司) (Shenzhen Stock Exchange Stock Code: 300431), 58.com Inc., (NYSE: WUBA) and Feiyu Technology International Company Ltd. (Hong Kong Stock Exchange Stock Code: 1022). Mr. CAI is also the founder and chairman of Longling Capital Co., Ltd. From January 2009 to October 2013, Mr. CAI was the chairman of 4399 Network Co., Ltd. (四三九九網絡股份有限公司), a software enterprise that provides Internet gaming applications and information services, and was responsible for the company’s overall strategic development plan. He was also appointed as a part-time professor at the School of Management, Xiamen University in September 2015. From May 2011 to November 2015, Mr. CAI served as a director of 58.com Inc. Mr. CAI currently holds directorships in Xiamen Fei Bo Network Technology Co., Ltd. (廈門飛博共創網絡科技股 份有限公司) (National Equities Exchange and Quotations Stock Code: 834617) since June 2015 and TTG Fintech Limited (Australian Securities Exchange Ticker: TUP) since September 2012.

Save as disclosed above, Mr. CAI has not held any directorship in the last three years in other public companies in the securities of which are listed on any securities market in Hong Kong or overseas and does not have any other relationships with any Directors, senior management, management Shareholders, substantial Shareholders, or controlling Shareholders and does not hold any other position with the Company or other members of the Group.

Mr. CAI entered into a service contract with the Company for an initial term of three years from with effect from the Listing Date until the third annual general meeting of the Company since the Listing Date (whichever is sooner), subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Pursuant to the service contract, he is not entitled to receive an annual salary in his capacity as an executive Director.

As at the Latest Practicable Date, Mr. CAI is interested in 1,666,666,670 Shares of the Company within the meaning of Part XV of the SFO which represents approximately 39.34% of the total issued share capital of the Company. Save as disclosed above, Mr. CAI does not have any other interests in Shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. CAI has confirmed that there is no other information required to be brought to the attention of the Shareholders and the Company or to be disclosed pursuant to Rule 13.51(2) of the Listing Rules in relation to his re-election as Director.

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BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

2. MR. WU ZEYUAN

Mr. WU Zeyuan (吳澤源) (also known as Mr. WU Xinhong (吳欣鴻)), aged 36, is a founder, executive Director and the Chief Executive Officer of our Group. Mr. WU is responsible for the overall management of the Company. Mr. WU is also a director of Meitu Investment, Meitu HK, Meipai Global, Meitu Mobile, Meitu Networks and Meitu Home. Mr. WU has been involved in the Internet industry in China since 2000. Mr. WU received his high school diploma from Quanzhou No. 1 High School (泉州 第一中學) in the PRC in July 2001. From September 2000 onwards, Mr. WU was involved in running domain-name registration businesses. Mr. WU began developing and researching photo-editing software in 2008. Mr. WU has created and launched one popular product after another, from 520.com to Martian Translator (火星文輸入法), a software program for converting ordinary language into netspeak consisting of unconventional Chinese characters. During the past three years, Mr. WU was not a director of any listed companies.

Mr. WU has been a director of Quanzhou Haoyi Computer Networks Company (泉州好易計算 機網絡有限公司), a limited liability company established in the PRC on August 14, 2001, since its establishment. Because the company had not been in operation since September 2006, no annual inspection was carried out as required under PRC laws, resulting in its business license being revoked on September 12, 2006. Mr. WU confirmed that he is not aware of any actual or potential claim that has been or will be made against him as a result of the revocation. The company is currently undergoing the process of deregistration.

Save as disclosed above, Mr. WU has not held any directorship in the last three years in other public companies in the securities of which are listed on any securities market in Hong Kong or overseas and does not have any other relationships with any Directors, senior management, management Shareholders, substantial Shareholders, or controlling Shareholders and does not hold any other position with the Company or other members of the Group.

Mr. WU entered into a service contract with the Company for an initial term of three years from with effect from the Listing Date until the third annual general meeting of the Company since the Listing Date (whichever is sooner), subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Pursuant to the service contract, he is not entitled to receive an annual salary in his capacity as an executive Director.

As at the Latest Practicable Date, Mr. WU is interested in 1,666,666,670 Shares of the Company within the meaning of Part XV of the SFO which represents approximately 39.34% of the total issued share capital of the Company. Save as disclosed above, Mr. WU does not have any other interests in Shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. WU has confirmed that there is no other information required to be brought to the attention of the Shareholders and the Company or to be disclosed pursuant to Rule 13.51(2) of the Listing Rules in relation to his re-election as Director.

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BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

3. DR. GUO YIHONG

Dr. GUO Yihong (過以宏), aged 53, is a non-executive Director and a member of the audit committee of our Company. Dr. GUO received his bachelor’s degree in applied chemistry from the Shanghai Jiaotong University (上海交通大學) in July 1985, Ph.D. from the University of Massachusetts at Amherst in February 1991, and a master’s degree in business administration from Columbia Business School in May 1997. In 1999, Dr. GUO was employed at Soros Fund Management LLC. Since 2006, Dr. GUO has been a partner at IDG Capital Investment Consultancy (Beijing) Co., Ltd. (IDG資本投資顧問 (北京) 有限公司). Dr. GUO has been a director of Internet platform and app development and operating companies, such as Xiamen Gigabit Network Technology Co., Ltd. (廈門吉比特網絡技術股份有限公司), Next Games Oy, Cassia Networks Inc. and Ripple Labs, Inc. Dr. GUO has been a board observer of Farfetch.com Limited since April 2016. Since August 2014, Dr. GUO has been a director of China Quanjude (Group) Co., Ltd (中 國全聚德 (集團) 股份有限公司) (Shenzhen Stock Exchange Stock Code: 002186), a restaurant services group.

Dr. GUO is a partner of IDG-Accel China Growth Fund III L.P., one of our pre-IPO investors and a Shareholder of our Company.

Save as disclosed above, Dr. GUO has not held any directorship in the last three years in other public companies in the securities of which are listed on any securities market in Hong Kong or overseas and does not have any other relationships with any Directors, senior management, management Shareholders, substantial Shareholders, or controlling Shareholders and does not hold any other position with the Company or other members of the Group.

Dr. GUO entered into an appointment letter with the Company for an initial term of three years from with effect from the Listing Date until the third annual general meeting of the Company since the Listing Date (whichever is sooner). Pursuant to the appointment letter, he is entitled to a director’s fee of HK$360,000 per annum, which is reviewed by the Board and the remuneration committee of the Company and determined by the Board with reference to marked rates, his performance, qualifications and experience.

As at the Latest Practicable Date, Dr. GUO did not have any interest in share within the meaning of Part XV of the SFO.

Save as disclosed above, Dr. GUO has confirmed that there is no other information required to be brought to the attention of the Shareholders and the Company or to be disclosed pursuant to Rule 13.51(2) of the Listing Rules in relation to his re-election as Director.

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [129 x 33] intentionally omitted <==

Meitu, Inc. 美圖公司

(Incorporated in the Cayman Islands with limited liability and carrying on business in Hong Kong as “ 美圖之家 ”)

(Stock Code: 1357)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ AGM ”) of Meitu, Inc. (the “ Company ”) will be held at Studio 1, 7/F, W Hong Kong, 1 Austin Road West, Kowloon Station, Kowloon, Hong Kong on Friday, June 2, 2017 at 3:00 p.m. for the following purposes:

ORDINARY BUSINESS

1. To receive and adopt the audited consolidated financial statements of the Company, the reports of the Directors and the independent auditor’s report for the year ended December 31, 2016.

2. To re-elect the following retiring Directors of the Company:

3. (a) Mr. CAI Wensheng as executive Director of the Company;

4. (b) Mr. WU Zeyuan as executive Director of the Company; and

5. (c) Dr. GUO Yihong as non-executive Director of the Company.

6. To authorize the Board of Directors of the Company to fix the remuneration of the Directors.

7. To re-appoint PricewaterhouseCoopers as the Company’s auditor and to authorize the Board of Directors of the Company to fix the auditor’s remuneration.

SPECIAL BUSINESS

Share Issue Mandate

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to paragraph (c) below, a general unconditional mandate be and is hereby given to the Directors of the Company during the Relevant Period (as defined in paragraph (d) below) to exercise all the powers of the Company to allot, issue and deal with additional shares of US$0.00001 each in the capital of the Company or securities convertible into shares and to make an offer or agreement or grant an option (including but not limited to warrants, bonds and debentures convertible into shares) that would or might require the exercise of such powers;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the mandate in paragraph (a) above shall authorize the Directors of the Company to make or grant offers, agreements and/or options during the Relevant Period that would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the total number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted and issued in paragraph (a) above, otherwise than pursuant to:

• (i) a Rights Issue (as defined in paragraph (d) below);

• (ii) the exercise of any subscription or conversion rights attaching to any warrants that may be allotted and issued by the Company or any securities that are convertible into shares of the Company from time to time;

• (iii) pursuant to the exercise of any options that may be granted under a share option scheme of the Company;

• (iv) any scrip dividend or similar arrangement providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company; and

• (v) a specific authority granted by the shareholders of the Company in general meeting,

shall not exceed 20% of the total number of issued shares of the Company as at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the shares of the Company into a smaller or larger number of shares of the Company respectively after the passing of this resolution) and the said mandate shall be limited accordingly.

• (d) for the purposes of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the articles of association of the Company and any applicable laws; and

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.

“ Rights Issue ” means an offer of shares of the Company open for a period fixed by the Directors to holders of shares of the Company whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares of the Company (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).”

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NOTICE OF ANNUAL GENERAL MEETING

Share Repurchase Mandate

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

• (a) a general unconditional mandate be and is hereby given to the Directors of the Company during the Relevant Period (as defined in paragraph (b) below) to exercise all the powers of the Company to purchase its own shares on The Stock Exchange of Hong Kong Limited (the “ Hong Kong Stock Exchange ”) or on any other stock exchange on which the securities of the Company may be listed and which is recognized by the Securities and Futures Commission of Hong Kong and the Hong Kong Stock Exchange for this purpose, provided that the total number of shares of the Company which may be purchased pursuant to this mandate shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the shares of the Company into a smaller or larger number of shares of the Company respectively after the passing of this resolution) and the said mandate shall be limited accordingly; and

• (b) for the purposes of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”

• To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT conditional upon the passing of resolutions set out in items 5 and 6 of the notice convening this meeting (the “ Notice ”), the general mandate referred to in the resolution set out in item 5 of the Notice be and is hereby extended by the addition to the aggregate number of shares that may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in the resolution set out in item 6 of the Notice, provided that such amount shall not exceed 10% of the total number of issued shares of the Company as at the date of the passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of the shares of the Company into a smaller or larger number of shares of the Company respectively after the passing of this resolution).”

By order of the Board Meitu, Inc. CAI Wensheng Chairman

Hong Kong, April 28, 2017

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NOTICE OF ANNUAL GENERAL MEETING

Principal place of business in Hong Kong: Room 8106B, Level 81 International Commerce Centre 1 Austin Road West Kowloon, Hong Kong

Registered Office:

The offices of Codan Trust Company (Cayman) Limited Cricket Square, Hutchins Drive PO Box 2681 Grand Cayman, KY1-1111 Cayman Islands

Notes:

• (1) All resolutions at the AGM will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and the Company’s articles of association, except where the Chairman, in good faith, decides to allow a resolution that relates purely to a procedural or administrative matter to be voted on by a show of hands pursuant to the Listing Rules. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

• (2) Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and, on a poll, vote in his stead. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

• (3) In order to be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power or authority, must be delivered at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or the any adjournment therefor (as the case may be).

• (4) Where there are joint holders of any share any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members in respect of the joint holding.

• (5) A circular containing further details concerning items 5 to 7 set out in the above notice will be sent to all shareholders of the Company together with this notice.

As at the date of this notice, the executive Directors are Mr. CAI Wensheng and Mr. WU Zeyuan; the nonexecutive Directors are Dr. GUO Yihong and Dr. LEE Kai-Fu; the independent non-executive Directors are Mr. KO Chun Shun Johnson, Mr. ZHOU Hao and Ms. LO Po Man.

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