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Meituan Share Issue/Capital Change 2021

Jun 2, 2021

50868_rns_2021-06-02_a47b6342-7217-4df4-8e18-5fa82dccaa6c.pdf

Share Issue/Capital Change

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Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 31/05/2021

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer
Date Submitted		 Meituan
02/06/2021

I. Movements in Authorised Share Capital

1. Ordinary Shares
(1) Stock code :3690
Description :
Class B Shares
No. of ordinary
shares
Par value
(US$)
Balance at close of preceding month
9,264,431,217
0.00001
Increase/(decrease)
NIL
Balance at close of the month
9,264,431,217
0.00001		 Class B Shares Authorised share
capital
(US$)
92,644.31217
NIL
92,644.31217
Par value
(US$)
0.00001
0.00001
(2) Stock code :N/A
Description :
Class A Shares
No. of ordinary
shares
Par value
(US$)
Balance at close of preceding month
735,568,783
0.00001
Increase/(decrease)
NIL
Balance at close of the month
735,568,783
0.00001		 Class A Shares Authorised share
capital
(US$)
7,355.68783
NIL
7,355.68783
Par value
(US$)
0.00001
0.00001

March 2019

2. Preference Shares

2. Preference Shares 2. Preference Shares 2. Preference Shares 2. Preference Shares 2. Preference Shares
Stock code :
N/A
Description :
N/A
No. of
preference
shares
Balance at close of preceding month

Increase/(decrease)
Balance at close of the month
 N/A Authorised share
capital
(State currency)
Par value
(State
currency)
3. Other Classes of Shares
Stock code :
N/A
Description :
N/A
No. of other
classes of
shares
Balance at close of preceding month

Increase/(decrease)
Balance at close of the month
 N/A Authorised share
capital
(State currency)
Par value
(State
currency)

Total authorised share capital at the end of the month : US$100,000

March 2019

II. Movements in Issued Share Capital

Balance at close of
preceding month
Increase/ (decrease)
during the month
Balance at close of
the month		 No. of ordinary shares
No of preference
shares
No. of other
classes of shares
(1) (Class B
Shares)
(2) (Class A
Shares)		 No. of ordinary shares
No of preference
shares
No. of other
classes of shares
(1) (Class B
Shares)
(2) (Class A
Shares)		 No. of ordinary shares
No of preference
shares
No. of other
classes of shares
(1) (Class B
Shares)
(2) (Class A
Shares)		 No. of ordinary shares
No of preference
shares
No. of other
classes of shares
(1) (Class B
Shares)
(2) (Class A
Shares)
5,340,224,319
35,279,076
5,375,503,395		 735,568,783
NIL
735,568,783		 N/A
N/A
N/A		 N/A
N/A
N/A

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer) Share Options (under Share Option Schemes of the Issuer) Share Options (under Share Option Schemes of the Issuer) Share Options (under Share Option Schemes of the Issuer) Share Options (under Share Option Schemes of the Issuer) Share Options (under Share Option Schemes of the Issuer)
Particulars of
share option
scheme
including EGM
approval date
(dd/mm/yyyy) and
class of shares
issuable		 Movement during the month No. of new shares of
issuer issued during
the month pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant
thereto as at close of
the month
Granted Exercised Cancelled Lapsed
1. Pre-IPO
employee stock
incentive scheme
(adopted on
06/10/2015 as
amended from time
to time)
Class B ordinary
shares
NIL
58,658
13,045
NIL
(Note 1)
2. Post-IPO share
option scheme
(adopted on
30/08/2018)
Class B ordinary
shares
NIL
NIL
NIL
NIL
(Note 1)
3. N/A

shares



(Note 1)
Total A. (Ordinary shares)
(Preference shares)
(Other class)
Total funds raised during the month from exercise
of options (State currency)
HK$ 572,393.68		 NIL NIL 58,658
NIL

58,658
Class B Shares
N/A
N/A		 44,846,973
NIL NIL 3,095,316

March 2019

Warrants to Issue Shares of the Issuer which are to be Listed

Description of warrants
(Date of expiry-dd/mm/yyyy)		 Description of warrants
(Date of expiry-dd/mm/yyyy)		 Description of warrants
(Date of expiry-dd/mm/yyyy)		 Currency
of nominal
value
Nominal value
at close of
preceding
month		 Currency
of nominal
value
Nominal value
at close of
preceding
month
Exercised
during the
month
Nominal value
at close of the
month
No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
Exercised
during the
month
Nominal value
at close of the
month
No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
Exercised
during the
month
Nominal value
at close of the
month
No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
Exercised
during the
month
Nominal value
at close of the
month
No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month











1. N/A












NIL
N/A
N/A

( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
2. N/A

( / / )

( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
3. N/A

( / / )

( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
4. N/A

( / / )

( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
( / / )

March 2019

Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed)

Class and description Class and description Currency of
amount
outstanding

Amount at
close of
preceding
month		 Converted
during the
month

Amount at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month











1. Zero coupon US$ 40660 NIL NIL
 1,483,600,000

NIL


NIL

26,734,628
(subject to
adjustment)
convertible bonds
due 2027
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
AGM approval date
(if applicable)
(dd/mm/yyyy))
2. Zero coupon		 NIL
 1,500,000,000

27,030,158
(subject to
adjustment)
Convertible bonds
due 2028
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
AGM approval date
(if applicable)
(dd/mm/yyyy)
3. N/A


Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)

March 2019

Class and description Class and description Currency of
amount
outstanding

Amount at
close of
preceding
month		 Converted
during the
month		 Converted
during the
month

Amount at
close of the
month

Amount at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month



4. N/A





Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)		 NIL
N/A

N/A

March 2019

Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes)


Options (other than under Share Option Schemes)
Options (other than under Share Option Schemes)
Full particulars including EGM approval date (dd/mm/yyyy),
if applicable, and class of shares issuable:		 No. of new shares
of issuer issued
during the month
pursuant thereto
No. of new shares of
issuer which may be
issued pursuant
thereto as at close of
the month

1.
2.
3.
Pre-IPO employee stock incentive scheme – restricted share
units		 15,680,319

19,540,099
35,220,418
Class B Shares
N/A

N/A
 28,232,701
(adopted on 6/10/2015 as amended from time to time)

Class B ordinary shares_(Note 1)_


Post-IPO share award scheme		 61,205,909
(adopted on 30/8/2018 as amended from time to time)

Class B ordinary shares_(Note 1)_

N/A
( / / )
shares_(Note 1)_
Total D. (Ordinary shares)
(Preference shares)
(Other class)

March 2019

Other Movements in Issued Share Capital


Type of Issue
No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month

1. Rights issue
At price :
State
currency		 Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
 N/A N/A
2. Open offer
At price :
State
currency		 Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
 N/A N/A
3. Placing
At price :
State
currency		 Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
 N/A N/A
4. Bonus issue Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
 N/A N/A

March 2019

Type of Issue No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month

5. Scrip dividend
At price :
State
currency		 Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
 N/A N/A
6. Repurchase of
shares		 Class
of
shares
repurchased_(Note 1)
Cancellation date :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
 N/A N/A
7. Redemption of
shares		 Class
of
shares
redeemed_(Note 1)
Redemption date :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
 N/A N/A
8. Consideration
issue
At price :
State
currency
Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
 N/A N/A

March 2019

Type of Issue No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month

9. Capital
reorganisation		 Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
 N/A N/A
10. Other
(Please specify)At price :
State
currency		 Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )
 N/A N/A
Total E. (Ordinary
shares)NIL
(Preference shares)N/A
(Other class)N/A

35,279,076 Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E): (1) Class B Shares (2) N/A Total increase / (decrease) in preference shares during the month (i.e. Total of A to E): N/A Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to N/A E):

(These figures should be the same as the relevant figures under II above (“Movements in Issued Share Capital”).)

March 2019

IV. Confirmations

We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued by the issuer during the month as set out in Part III which has not been previously disclosed in a return published under rule 13.25A, it has been duly authorized by the board of directors of the listed issuer and, insofar as applicable:

(Note 2)

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

  • (ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited 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 3) ;

  • (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 been 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.

March 2019

Remarks (if any):

As of 31 May 2021, (i) 44,846,973 shares of the issuer may be issued pursuant to the share options ’ - granted under the issuer s pre IPO employee stock incentive scheme; (ii) 3,095,316 shares of the ’ - issuer may be issued pursuant to the issuer s post IPO share option scheme; (iii) 28,232,701 shares of the issuer may be issued pursuant to the restricted share units granted under the issuer’s pre-IPO employee stock incentive scheme; and (iv) 61,205,909 shares of the issuer may be issued pursuant to the issuer’s post-IPO share award scheme.

’ - 28,202 restricted share units granted pursuant to the issuer s pre IPO employee stock incentive scheme and 357,734 award shares granted pursuant to the post-IPO share award scheme were cancelled during the month.

Submitted by: Xu Sijia_______

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

Notes :

1. State the class of shares (e.g. ordinary, preference or other).

2. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under rule 13.25A in relation to the securities issued, no further confirmation is required to be made in this return.

3. “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.

4. If there is insufficient space, please append the prescribed continuation sheet.

March 2019

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