Meitu, Inc. — Proxy Solicitation & Information Statement 2025

Jan 21, 2025

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.

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

(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 Studio 1, Level 7, W Hong Kong, 1 Austin Road West, Kowloon Station, Kowloon, Hong Kong on Tuesday, February 11, 2025 at 11:00 a.m. (Hong Kong time) for considering and, if thought fit, pass with or without amendments, the following as an ordinary resolution of the Company:

"THAT:

(a) the declaration and payment of a special dividend of HK$0.109 per ordinary share of par value US$0.00001 each in the capital of the Company, in cash out of the share premium account of the Company (the “Special Dividend”) to shareholders of the Company be and is hereby approved; and

(b) any director of the Company (“Director”) be and is hereby authorized to take such action, do such things and execute such further documents as the Director may at his/her absolute discretion consider necessary or desirable for the purpose of or in connection with the implementation of the payment of the Special Dividend.”

By order of the Board

Meitu, Inc.

WU Zeyuan

Chairman

Hong Kong, January 22, 2025

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 Conyers Trust Company
(Cayman) Limited
Cricket Square, Hutchins Drive
PO Box 2681
Grand Cayman, KY1-1111
Cayman Islands

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Notes:

(1) All resolutions at the EGM 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 of the meeting, 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 and the Company’s articles of association. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.meitu.com) in accordance with the Listing Rules.

(2) Any shareholder of the Company who is the holder of two or more shares and is entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote in his/her/its 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 EGM or any adjournment thereof (as the case may be). The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the EGM (or any adjourned meeting thereof) if they so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

(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 of the Company in respect of the joint holding.

(5) Shareholders of the Company who are entitled to attend, speak and vote at the EGM (or any adjournment thereof) are those whose names appear as shareholders of the Company on the register of members of the Company on Tuesday, February 11, 2025. For the purpose of determining the identity of the Shareholders who are entitled to attend, speak and vote at the EGM (or any adjournment thereof), the register of members of the Company will be closed from Thursday, February 6, 2025 to Tuesday, February 11, 2025, both days inclusive, during which period no share transfers can be registered. In order to qualify for attending the EGM (or any adjournment thereof), all transfers of shares of the Company accompanied by the relevant share certificates and transfer forms must be lodged with the Hong Kong branch share registrar of the Company, 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 Wednesday, February 5, 2025.

(6) If the Special Dividend is approved by the shareholders of the Company at the EGM, for the purpose of determining the entitlement to the proposed Special Dividend, the register of members of the Company will be closed from Monday, February 17, 2025 to Wednesday, February 19, 2025, both dates inclusive, during which period no transfer of shares will be effected. In order to qualify for the proposed Special Dividend, all transfers of shares of the Company accompanied by the relevant share certificates and transfer forms must be duly completed and 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, no later than 4:30 p.m. on Friday, February 14, 2025.

(7) If a tropical cyclone warning signal no. 8 or above, “extreme conditions” caused by a super typhoon or a black rainstorm warning signal is in force at any time between 8 a.m. and 11 a.m. (Hong Kong time) on the day of the EGM, the EGM will be adjourned or postponed. The Company will post an announcement on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.meitu.com) to notify shareholders of the Company of the date, time and place of the adjourned or postponed meeting.

(8) A circular containing further details concerning the proposed resolution set out in this notice will be sent to all shareholders of the Company together with this notice.

As at the date of this notice, the executive Director is Mr. Wu Zeyuan (also known as Mr. Wu Xinhong); the non-executive Directors are Dr. Guo Yihong, Mr. Chen Jiarong and Mr. Hong Yupeng; the independent non-executive Directors are Mr. Zhou Hao, Mr. Lai Xiaoling and Ms. Poon Philana Wai Yin.

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