Meitu, Inc. — Proxy Solicitation & Information Statement 2019

Mar 31, 2019

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.

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 EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the “ EGM ”) of Meitu, Inc. (the “ Company ”) will be held at Jade, Level 3, The Ritz-Carlton, Hong Kong, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong at 11:00 a.m. on Thursday, April 18, 2019 for the purpose of considering and, if thought fit, passing with or without modifications the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

“THAT

• (a) the share purchase agreement entered into between (i) Meitu Investment Ltd (the “ Purchaser ”); (ii) the Company (as the Purchaser’s guarantor); (iii) Dream Beyond Holdings Limited (the “ Vendor ”); and (iv) Leyou Technologies Holdings Limited (“ Leyou ”) (as the Vendor’s guarantor) dated February 19, 2019 (the “ Share Purchase Agreement ”), pursuant to which the Purchaser has conditionally agreed to acquire 31 issued ordinary shares of Dreamscape Horizon Limited (the “ Sale Shares ”) (representing 31% of the total issued share capital of the Dreamscape Horizon Limited) for a total consideration of HK$2,686,577,470, which will be satisfied by the allotment and issue of 991,357,000 new ordinary shares of the Company (“ Consideration Shares ” and each a “ Consideration Share ”) by the Company to Leyou under a specific mandate at the issue price of HK$2.71 per Consideration Share (the “ Acquisition ”), and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;

• (b) the directors of the Company (the “ Directors ”) be and are hereby granted a specific mandate (the “ Specific Mandate ”) to exercise the powers of the Company to allot and issue 991,357,000 Consideration Shares to Leyou in accordance with the terms and conditions of the Share Purchase Agreement, where such Consideration Shares shall rank equally in all respects among themselves and with all fully paid ordinary shares of the Company in issue as at the date of allotment and issue and the Specific Mandate is in addition to, and shall not prejudice nor revoke, any general or specific mandate(s) which has/have been granted or may from time to time be granted to the Directors prior to the passing of this resolution;

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• (c) in the event that Leyou disposes of any of the Consideration Shares after the Lock-up Period (defined in the Share Purchase Agreement as the period commencing from the date of completion of the Acquisition and ending on the date falling 180 days immediately after the date of completion of the Acquisition) on or before the first anniversary of the last day of the Lock-up Period, the exercise of the put option by the Purchaser (to be determined and decided by the board of Directors in its sole and absolute discretion) to request the Vendor to redeem all or any part of the Sale Shares from the Purchaser (the “ Redemption ”) at a redemption price per Sale Share to be calculated based on the following formula:

P x (1 +[10% x n] ) 360

where:

• (a) P = HK$86,663,789.35 per Sale Share; and

• (b) n = the number of calendar days elapsed between the date of completion of the Acquisition and the date of completion of the Redemption (both dates inclusive),

plus all declared but unpaid dividends thereon up to the date of Redemption, proportionally adjusted for share subdivisions, share dividends, reorganizations, reclassifications, consolidations, or mergers; and

• (d) all other transactions contemplated under the Share Purchase Agreement be and are hereby approved and any one Director or the chief financial officer of the Company (the “ CFO ”) be and is authorized to do all such acts and things, to sign and execute, and where required, to affix the common seal of the Company to, such documents or agreements or deeds on behalf of the Company and to do such other things and to take all such actions as he/she considers necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the implementation of the transactions contemplated under the Share Purchase Agreement and to agree to such variation, amendments or waiver of matters relating thereto which are, in the opinion of such Director or the CFO, in the interests of the Company and its shareholders as a whole.”

For and on behalf of Meitu, Inc. Cai Wensheng Chairman of the Board

Hong Kong, April 1, 2019

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

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

Notes:

1. The record date for the purpose of determining eligibility of the shareholders of the Company to attend and vote at the EGM is Friday, April 12, 2019. In order to qualify for attending and voting at the EGM, all transfers of shares accompanied by the relevant share certificates must be lodged at the Company's branch share registrar in Hong Kong, 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 Friday, April 12, 2019.

2. Any shareholder entitled to attend and vote at the EGM shall be entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him/her/it and vote on his/her/its behalf at the EGM. A proxy need not be a shareholder of the Company. In addition, a proxy or proxies representing either a shareholder who is an individual or a shareholder which is a corporation shall be entitled to exercise the same powers on behalf of the shareholder which he/she or they represent as such shareholder could exercise.

3. To be valid, a form of proxy must be deposited at the Company’s branch share registrar and transfer office 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 holding the EGM or any adjournment thereof.

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/she/it was solely entitled thereto, but if more than one of such joint holders be present at the EGM, 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 of the Company in respect of the joint holding.

5. Delivery of an instrument appointing a proxy shall not preclude a shareholder of the Company from attending and voting in person at the EGM and in such event, the instrument appointing a proxy shall be deemed to be revoked.

6. Votes on the ordinary resolutions set out herein which are to be passed at the EGM will be taken by way of poll.

7. If Typhoon Signal No.8 or above, or a “black” rainstorm warning, is in effect any time after 8:00 a.m . on the date of the EGM, the EGM will be adjourned. The Company will post an announcement on the website of the Company at corp.meitu. com and on the Stock Exchange news website of the Stock Exchange at www.hkexnews.hk to notify the shareholders of the date, time and place of the rescheduled meeting.

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1. The transfer books and register of members of the Company will be closed from Monday, April 15, 2019 to Thursday, April 18, 2019, both dates inclusive, for the purpose of determining shareholders' entitlements to attend and vote at the EGM. In order to qualify for the right to attend and vote at the meeting, all transfers, accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, April 12, 2019.

2. A circular containing further details concerning the resolutions set out in this notice will be sent to all shareholders of the Company together with this notice.

3. As at the date hereof, the executive directors of the Company are Mr. Cai Wensheng and Mr. Wu Zeyuan (also known as Mr. Wu Xinhong); the non-executive directors of the Company are Dr. Guo Yihong and Dr. Lee Kai-fu; the independent non-executive directors of the Company are Mr. Zhou Hao, Mr. Lai Xiaoling and Mr. Zhang Ming (also known as Mr. Wen Chu).

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