Meituan — Transaction in Own Shares 2021

Feb 2, 2021

For Main Board listed issuers

Next Day Disclosure Return

(Equity issuer - changes in issued share capital and/or share buybacks)

Name of listed issuer: Meituan

Stock code: 3690

Date submitted: 2 February 2021

Section I must be completed by a listed issuer where there has been a change in its issued share capital which is discloseable pursuant to rule 13.25A of the Rules (the “Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”).

Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under rule 10.06(4)(a).

Description of securities: Ordinary Shares

	I.
	Issues of shares (Notes 6 and 7)	No. of shares	Issued shares as a % of existing number of issued shares before relevant share issue (Notes 4, 6 and 7)	Issue price per share (Notes 1 and 7)	Closing market price per share of the immediately preceding business day (Note 5)	% discount/ premium of issue price to market price (Note 7)
	Opening balance as at (Note 2) 31 December 2020	5,885,419,585 (comprising 735,568,783 class A ordinary shares and 5,149,850,802 class B ordinaryshares)
	Exercise of options by employees (other than directors) pursuant to the Pre- IPO employee stock incentive scheme on 4 January 2021 (Note 3)	40,321 class B ordinary shares	0.00%	HK$17.5856 (weighted average price)	HK$294.00	94.02% discount (approximately)
	Exercise of options by employees (other than directors) pursuant to the Pre- IPO employee stock incentive scheme on 5 January 2021 (Note 3)	31,257 class B ordinary shares	0.00%	HK$22.9686 (weighted average price)	HK$292.60	92.15% discount (approximately)

3/2019

For Main Board listed issuers

					For Main Board listed issuers
Exercise of options by employees (other than directors) pursuant to the Pre- IPO employee stock incentive scheme on 6 January 2021 (Note 3)	70,291 class B ordinary shares	0.00%	HK$20.6936 (weighted average price)	HK$296.60	93.02% discount (approximately)
Exercise of options by employees (other than directors) pursuant to the Pre- IPO employee stock incentive scheme on 7 January 2021 (Note 3)	29,620 class B ordinary shares	0.00%	HK$22.4607 (weighted average price)	HK$310.00	92.75% discount (approximately)
Exercise of options by employees (other than directors) pursuant to the Pre- IPO employee stock incentive scheme on 8 January 2021 (Note 3)	18,000 class B ordinary shares	0.00%	HK$26.5288 (weighted average price)	HK$308.00	91.39% discount (approximately)
Exercise of options by employees (other than directors) pursuant to the Pre- IPO employee stock incentive scheme on 11 January 2021 (Note 3)	14,080 class B ordinary shares	0.00%	HK$20.1273 (weighted average price)	HK$318.00	93.67% discount (approximately)
Exercise of options by employees (other than directors) pursuant to the Pre- IPO employee stock incentive scheme on 12 January 2021 (Note 3)	9,353 class B ordinary shares	0.00%	HK$5.4548 (weighted average price)	HK$309.60	98.24% discount (approximately)

3/2019

For Main Board listed issuers

					For Main Board listed issuers
Exercise of options by employees (other than directors) pursuant to the Pre- IPO employee stock incentive scheme on 13 January 2021 (Note 3)	3,200 class B ordinary shares	0.00%	HK$15.0780 (weighted average price)	HK$302.00	95.01% discount (approximately)
Exercise of options by employees (other than directors) pursuant to the Pre- IPO employee stock incentive scheme on 14 January 2021 (Note 3)	25,966 class B ordinary shares	0.00%	HK$25.4537 (weighted average price)	HK$296.40	91.41% discount (approximately)
Exercise of options by employees (other than directors) pursuant to the Pre- IPO employee stock incentive scheme on 18 January 2021 (Note 3)	61,408 class B ordinary shares	0.00%	HK$20.6280 (weighted average price)	HK$307.60	93.29% discount (approximately)
Exercise of options by employees (other than directors) pursuant to the Pre- IPO employee stock incentive scheme on 19 January 2021 (Note 3)	49,197 class B ordinary shares	0.00%	HK$21.2401 (weighted average price)	HK$325.00	93.46% discount (approximately)
Exercise of options by employees (other than directors) pursuant to the Pre- IPO employee stock incentive scheme on 20 January 2021 (Note 3)	105,386 class B ordinary shares	0.00%	HK$19.2123 (weighted average price)	HK$341.00	94.37% discount (approximately)

3/2019

For Main Board listed issuers

					For Main Board listed issuers
Exercise of options by employees (other than directors) pursuant to the Pre- IPO employee stock incentive scheme on 21 January 2021 (Note 3)	1,280,703 class B ordinary shares	0.02%	HK$33.1464 (weighted average price)	HK$372.00	91.09% discount (approximately)
Exercise of options by employees (other than directors) pursuant to the Pre- IPO employee stock incentive scheme on 22 January 2021 (Note 3)	16,044 class B ordinary shares	0.00%	HK$17.0873 (weighted average price)	HK$375.20	95.45% discount (approximately)
Exercise of options by employees (other than directors) pursuant to the Pre- IPO employee stock incentive scheme on 25 January 2021 (Note 3)	153,534 class B ordinary shares	0.00%	HK$21.3614 (weighted average price)	HK$380.20	94.38% discount (approximately)
Exercise of options by employees (other than directors) pursuant to the Pre- IPO employee stock incentive scheme on 26 January 2021 (Note 3)	8,915 class B ordinary shares	0.00%	HK$18.4174 (weighted average price)	HK$399.80	95.39% discount (approximately)
Exercise of options by employees (other than directors) pursuant to the Pre- IPO employee stock incentive scheme on 27 January 2021 (Note 3)	2,170 class B ordinary shares	0.00%	HK$14.9160 (weighted average price)	HK$378.60	96.06% discount (approximately)

3/2019

For Main Board listed issuers

					For Main Board listed issuers
Exercise of options by employees (other than directors) pursuant to the Pre- IPO employee stock incentive scheme on 28 January 2021 (Note 3)	2,600 class B ordinary shares	0.00%	HK$16.0182 (weighted average price)	HK$364.00	95.60% discount (approximately)
Exercise of options by employees (other than directors) pursuant to the Pre- IPO employee stock incentive scheme on 1 February 2021 (Note 3)	42,109 class B ordinary shares	0.00%	HK$19.7005 (weighted average price)	HK$355.80	94.46% discount (approximately)
Issue of class B ordinary shares on 1 February 2021 resulting from the vesting of restricted share units pursuant to the Pre -IPO employee stock incentive scheme – restricted shares units(Note 3)	955,000 class B ordinary shares	0.02%	Nil	HK$355.80	N/A
Share repurchases	N/A	N/A
Closing balance as at (Note 8) 1 February 2021	5,888,338,739 (comprising 735,568,783 class A ordinary shares and 5,152,769,956 class B ordinary shares)

We hereby confirm to the best knowledge, information and belief that, in relation to each issue of securities as set out in Section I, it has been duly authorized by the board of directors of the listed issuer and, insofar as applicable:

(Note 9)

(i) all money due to the listed issuer in respect of the issue of securities has been received by it;

3/2019

For Main Board listed issuers

• (ii) all pre-conditions for the listing imposed by the Listing Rules under “Qualifications of listing” have been fulfilled;

• (iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;

• (iv) all the securities of each class are in all respects identical (Note 10) ;

• (v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with other legal requirements;

• (vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue;

• (vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and

• (viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies.

Notes to Section I:

1.

• Where shares have been issued at more than one issue price per share, a weighted average issue price per share should be given.

2. Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to rule 13.25A or Monthly Return pursuant to rule 13.25B, whichever is the later.

3. Please set out all changes in issued share capital requiring disclosure pursuant to rule 13.25A together with the relevant dates of issue. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer’s Monthly Return. For example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible notes, these must be disclosed as 2 separate categories.

4. The percentage change in the number of issued shares of listed issuer is to be calculated by reference to the listed issuer’s total number of shares in issue (excluding for such purpose any shares repurchased or redeemed but not yet cancelled) as it was immediately before the earliest relevant event which has not been disclosed in a Monthly Return or Next Day Disclosure Return.

5. Where trading in the shares of the listed issuer has been suspended, “closing market price per share of the immediately preceding business day” should be construed as “closing market price per share of the business day on which the shares were last traded”.

6.

• In the context of a repurchase of shares:

• “issues of shares” should be construed as “repurchases of shares”; and

• “issued shares as a % of existing number of shares before relevant share issue” should be construed as “repurchased shares as a % of existing number of shares before relevant share repurchase”.

3/2019

For Main Board listed issuers

7. In the context of a redemption of shares:

• “issues of shares” should be construed as “redemptions of shares”;

• “issued shares as a % of existing number of shares before relevant share issue” should be construed as “redeemed shares as a % of existing number of shares before relevant share redemption”; and

• “issue price per share” should be construed as “redemption price per share”.

8.

• The closing balance date is the date of the last relevant event being disclosed.

9.

• Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases.

10. “Identical” means in this context:

• the securities are of the same nominal value with the same amount called up or paid up;

• they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and

• they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

3/2019

For Main Board listed issuers

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II.
A. Purchase report
Number of
Trading Method of purchase Price per share or highest
securities Lowest price paid $ Total paid $
date (Note) price paid $
purchased
Total
B. Additional information for issuer whose primary listing is on the Exchange
1. Number of such securities purchased on the Exchange in the year to date (since ordinary (a) ___
resolution)
2. % of number of shares in issue at time ordinary resolution passed acquired on the Exchange ____%
since date of resolution
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( (a) x 100 )

___ _ __ _ _ __ _ _ __ _ _ __ _ _ __ _ _ __ _ _ ___ _ _ __ _ _ __ _ _ __ _ ___ __ ______ Number of shares in issue

We hereby confirm that the repurchases set out in A above which were made on the Exchange were made in accordance with the Listing Rules and that there have been no material changes to the particulars contained in the Explanatory Statement dated _______ which has been filed with the Exchange. We also confirm that any purchases set out in A above which were made on another stock exchange were made in accordance with the domestic rules applying to purchases made on that other exchange.

Note to Section II: Please state whether on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer.

Submitted by: Xu Sijia

(Name)

Title: Joint Company Secretary (Director, Secretary or other duly authorised officer)

3/2019