Midea Group Co., Ltd. — Proxy Solicitation & Information Statement 2024

Dec 27, 2024

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 Midea Group Co., Ltd., you should at once hand this circular, together with the form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.

Midea Group Co., Ltd.
美的集團股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 0300)

(1) REPURCHASE AND CANCELLATION OF CERTAIN RESTRICTED SHARES
AND
(2) NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING

All capitalised terms used in this circular have the meanings set out in the section headed “Definitions” in this circular. A letter from the Board is set out on pages 3 to 9 of this circular.

The Company will convene the EGM at 2:30 p.m. on Wednesday, 15 January 2025 at Meeting Room B401, Midea Headquarters Building, No. 6 Midea Avenue, Shunde District, Foshan, Guangdong Province. The notice convening the EGM is set out on pages N-1 to N-2 of this circular.

A form of proxy for use at the EGM is published on the website of the HKEX (www.hkexnews.hk) and the website of the Company (www.midea.com.cn). If you intend to appoint a proxy to attend the EGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

27 December 2024

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CONTENTS

Page

Definitions ... 1
Letter from the Board ... 3
Notice of the 2025 First Extraordinary General Meeting ... N-1

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DEFINITIONS

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

“2021 Restricted Share Incentive Scheme” the 2021 Restricted Share Incentive Scheme (Draft) of the Company

“2022 Restricted Share Incentive Scheme” the 2022 Restricted Share Incentive Scheme (Draft) of the Company

“2023 Restricted Share Incentive Scheme” the 2023 Restricted Share Incentive Scheme (Draft) of the Company

“A Share(s)” ordinary shares in the share capital of our Company, with a nominal value of RMB1.00 each, which are listed and traded on the Shenzhen Stock Exchange

“Articles of Association” the articles of association of our Company, as amended from time to time

“Board” the board of Directors of our Company

“Company”, “our Company”, or “the Company” Midea Group Co., Ltd. (美的集團股份有限公司), a joint stock company incorporated in the PRC with limited liability on 7 April 2000, the H Shares and A Shares of which are listed on the Hong Kong Stock Exchange (stock code: 0300) and the Shenzhen Stock Exchange (stock code: 000333), respectively

“connected person(s)” has the meaning ascribed to it under the Listing Rules

“controlling shareholder(s)” has the meaning ascribed to it under the Listing Rules

“Director(s)” the director(s) of our Company

“EGM” the 2025 first extraordinary general meeting of the Company to be held at 2:30 p.m. on Wednesday, 15 January 2025 at Meeting Room B401, Midea Headquarters Building, No. 6 Midea Avenue, Shunde District, Foshan, Guangdong Province or any adjournment thereof

“H Share(s)” ordinary shares in the share capital of our Company, with a nominal value of RMB1.00 each, which are listed and traded on the Hong Kong Stock Exchange

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DEFINITIONS

“HKEX”	Hong Kong Exchanges and Clearing Limited
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Hong Kong Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Listing Rules”	the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange
“Participants”	participants of the Restricted Share Incentive Schemes
“PRC” or “China”	the People’s Republic of China
“Restricted Share(s)”	a certain number of A Share(s) granted by the Company to the participants according to the conditions and price stipulated under the respective Restrictive Share Incentive Schemes, which are subject to a lock-up period and will only be unlocked upon fulfilling the unlocking conditions stipulated
“Restricted Share Incentive Schemes”	the 2021 Restricted Share Incentive Scheme, 2022 Restricted Share Incentive Scheme and 2023 Restricted Share Incentive Scheme
“RMB” or “Renminbi”	Renminbi, the lawful currency of the PRC
“Share(s)”	ordinary share(s) in the share capital of our Company, with a nominal value of RMB1.00 each, comprising A Shares and H Shares
“Shareholder(s)”	holder(s) of the Shares
“Supervisory Committee”	supervisory committee of the Company
“%”	per cent

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LETTER FROM THE BOARD

Midea Group Co., Ltd.
美的集團股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 0300)

Executive Directors:

Mr. Fang Hongbo (方洪波) (Chairman of the Board and Chief Executive Officer)
Mr. Wang Jianguo (王建國)
Mr. Fu Yongjun (伏擁軍)
Dr. Gu Yanmin (顧炎民)
Mr. Guan Jinwei (管金偉)

Non-executive Director:

Mr. Zhao Jun (趙軍)

Independent non-executive Directors:

Dr. Xiao Geng (肖耿)
Dr. Xu Dingbo (許定波)
Dr. Liu Qiao (劉倩)
Dr. Qiu Lili (邱鍾力)

Registered Office and Headquarters in Mainland China:

Midea Headquarters Building
No. 6 Midea Avenue, Beijiao Town
Shunde District
Foshan, Guangdong Province
China

Principal Place of Business in Hong Kong:

5/F, Manulife Place
348 Kwun Tong Road
Kowloon
Hong Kong

27 December 2024

To the Shareholders,

Dear Sir or Madam,

(1) REPURCHASE AND CANCELLATION OF CERTAIN RESTRICTED SHARES
AND
(2) NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING

I. INTRODUCTION

The purpose of this circular is to give you notice of the EGM and provide details in respect of the repurchase and cancellation of certain Restricted Shares.

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LETTER FROM THE BOARD

At the EGM, special resolutions will be proposed to approve the repurchase and cancellation of certain Restricted Shares under respective Restricted Share Incentive Schemes. According to the Articles of Association, a special resolution shall be passed by an affirmative vote of more than two-thirds of the Company's total voting shares held by the Shareholders who are present at the meeting (including proxies).

II. REPURCHASE AND CANCELLATION OF CERTAIN RESTRICTED SHARES

The Company proposes to repurchase and cancel the Restricted Shares granted to certain Participants (the "Repurchase Participants") in accordance with the rules of the respective Restricted Share Incentive Schemes (the "Repurchase and Cancellation"). None of the Repurchase Participants is a connected person of the Company.

Special resolutions regarding the Repurchase and Cancellation will be proposed at the EGM.

1. Particulars of the Repurchase and Cancellation

(1) Reasons for and Quantity of the Repurchase and Cancellation

i. Repurchase and Cancellation of certain Restricted Shares under the 2021 Restricted Share Incentive Scheme

Pursuant to the provisions of the 2021 Restricted Share Incentive Scheme:

• eight Participants were no longer qualified as Participants under the scheme due to their resignation from the Company. A total number of 213,334 Restricted Shares that have been granted to the aforesaid eight Participants but have not yet been released from lock-up shall be repurchased and cancelled by the Company;
• nine Participants were no longer qualified as Participants under the scheme due to adjustments of job duties. A total number of 21,334 Restricted Shares that have been granted to the aforesaid nine Participants but have not yet been released from lock-up shall be repurchased and cancelled by the Company; and
• one Participant was no longer qualified as Participant under the scheme due to violation of the "red lines" stipulated by the Company. A total number of 24,000 Restricted Shares that have been granted to the aforesaid Participant but have not yet been released from lock-up shall be repurchased and cancelled by the Company.

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LETTER FROM THE BOARD

Accordingly, the Board has considered and decided to repurchase and cancel a total number of 258,668 Restricted Shares that have been granted to the above 18 Participants of the 2021 Restricted Share Incentive Scheme but have not yet been released from lock-up.

ii. Repurchase and Cancellation of certain Restricted Shares under the 2022 Restricted Share Incentive Scheme

Pursuant to the provisions of the 2022 Restricted Share Incentive Scheme:

• 14 Participants were no longer qualified as Participants under the scheme due to their resignation from the Company. A total number of 565,250 Restricted Shares that have been granted to the aforesaid 14 Participants but have not yet been released from lock-up shall be repurchased and cancelled by the Company;
• seven Participants were no longer qualified as Participants under the scheme due to adjustments of job duties. A total number of 74,250 Restricted Shares that have been granted to the aforesaid seven Participants but have not yet been released from lock-up shall be repurchased and cancelled by the Company; and
• one Participant was no longer qualified as Participant under the scheme due to violation of the "red lines" stipulated by the Company. A total number of 42,000 Restricted Shares that have been granted to the aforesaid Participant but have not yet been released from lock-up shall be repurchased and cancelled by the Company.

Accordingly, the Board has considered and decided to repurchase and cancel a total of 681,500 Restricted Shares that have been granted to the above 22 Participants of the 2022 Restricted Share Incentive Scheme but have not yet been released from lock-up.

iii. Repurchase and Cancellation of certain Restricted Shares under the 2023 Restricted Share Incentive Scheme

Pursuant to the provisions of the 2023 Restricted Share Incentive Scheme:

• 20 Participants were no longer qualified as Participants under the scheme due to their resignation from the Company. A total number of 534,625 Restricted Shares that have been granted to the aforesaid 20 Participants but have not yet been released from lock-up shall be repurchased and cancelled by the Company; and

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LETTER FROM THE BOARD

• nine Participants were no longer qualified as Participants under the scheme due to adjustments of job duties. A total number of 18,750 Restricted Shares that have been granted to the aforesaid nine Participants but have not yet been released from lock-up shall be repurchased and cancelled by the Company.

Accordingly, the Board has considered and decided to repurchase and cancel a total of 553,375 Restricted Shares that have been granted to the above 29 Participants of the 2023 Restricted Share Incentive Scheme but have not yet been released from lock-up.

(2) Number and Price of Restricted Shares under the Repurchase and Cancellation

The Company proposes to repurchase and cancel 1,493,543 Restricted Shares as a whole, including:

i. 258,668 under the 2021 Restricted Share Incentive Scheme, for a repurchase price of RMB32.75 per Share;

ii. 681,500 under the 2022 Restricted Share Incentive Scheme, for a repurchase price of RMB20.97 per Share; and

iii. 553,375 under the 2023 Restricted Share Incentive Scheme, for a repurchase price of RMB22.89 per Share.

The above repurchase prices are determined based on the provisions of the Restricted Share Incentive Schemes. Pursuant to relevant provisions of the Restricted Share Incentive Schemes, where the Company repurchases and cancels the Restricted Shares in accordance with the schemes, the repurchase price shall equal to the grant price of such Shares, as adjusted with the following formula:

(1) Conversion of capital reserve funds into share capital, distribute stock bonus and share splits: P=P0/(1+n), among which, P represents the adjusted repurchase price per Restricted Share, P0 represents the grant price per Restricted Share, n represents the ratio per Share of converting capital reserve funds into share capital, distributing stock bonus and share splits;

(2) Share allotment: P=P0 x (P1+P2 x n)/[P1 x (1+n)], among which, P represents the adjusted repurchase price per Restricted Share, P0 represents the grant price per Restricted Share, P1 represents the closing price on the share registration date, P2 represents the allotment price, n represents proportion of allotment;

(3) Share reduction: P=P0/n, among which, P represents the adjusted repurchase price per Restricted Share, P0 represents the grant price per Restricted Share, n represents the reduction ratio per Share;

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LETTER FROM THE BOARD

(4) Dividend distribution: P=P0-V, among which, P represents the adjusted repurchase price per Restricted Share, P0 represents the grant price per Restricted Share, V represents the dividend amount per Share; after adjustment for dividends, P must still be more than 1.

(3) Total Amount and Source of Funds for the Repurchase

A total amount of RMB35,429,185.75 will be used to effect the Repurchase and Cancellation, all of which are from the Company's self-owned funds.

(4) Changes in Share Capital after completion of the Repurchase and Cancellation

Upon completion of the procedures of the Repurchase and Cancellation, the Company's total number of Shares will be reduced from 7,655,380,624 to 7,653,887,081. The share capital of the Company before and after the Repurchase and Cancellation (if implemented) will be as follows:

Class of Shares	Before the Repurchase and Cancellation			After the Repurchase and Cancellation
	Number of Shares	Percentage of total share capital (%)	Increase/ decrease in number of Shares	Number of Shares	Percentage of total share capital (%)
Shares subject to selling restrictions (A Shares)	114,501,424	1.50	-1,493,543	113,007,881	1.48
Shares not subject to selling restrictions (A Shares)	6,890,030,700	90.00	0	6,890,030,700	90.02
H Shares	650,848,500	8.50	0	650,848,500	8.50
Total	7,655,380,624	100.00	-1,493,543	7,653,887,081	100.00

Notes:

1. The shareholding structure information on "Before the Repurchase and Cancellation" in the above table is based on the information as at 20 December 2024.
2. The percentage figures in the table are rounded up to two decimal places, and any discrepancy between the sum of the sub-items and the total figure is due to rounding.
3. Specific changes in share capital shall be subject to the "Issuer's Share Capital Structure Table" issued by China Securities Depository and Clearing Corporation Limited Shenzhen Branch.

The Repurchase and Cancellation (if implemented) will not result in any change in the controlling shareholder of the Company. The Company's shareholding structure will remain in compliance with relevant requirements under the listing rules of the Shenzhen Stock Exchange and Hong Kong Stock Exchange.

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LETTER FROM THE BOARD

(5) Impact of the Repurchase and Cancellation on the Operating Results of the Company

The Repurchase and Cancellation will not have any material impact on the operating results and financial conditions of the Company.

(6) Opinion of the Supervisory Committee

Upon verification, the Supervisory Committee is of the view that the Repurchase and Cancellation of certain restricted A Shares complies with the rules and requirements of the Administrative Measures on Incentive Scheme of Listed Companies, the 2021 Restricted Share Incentive Scheme (Draft), the 2022 Restricted Share Incentive Scheme (Draft) and the 2023 Restricted Share Incentive Scheme (Draft). The Supervisory Committee has verified the number of restricted A Shares to be repurchased and cancelled and the list of Repurchase Participants, and is of the opinion that the procedures performed by the Board for the Repurchase and Cancellation are in compliance with relevant regulations. The Supervisory Committee agrees to the Repurchase and Cancellation of certain Restricted Shares.

(7) Summary of the Legal Opinion

Beijing Jia Yuan Law Offices is of the opinion that:

(1) The necessary authorization and approval at the current stage in respect of the Repurchase and Cancellation have been obtained, and the Repurchase and Cancellation is still subject to the consideration and approval at the general meeting.

(2) Matters relating to the Repurchase and Cancellation are in compliance with the relevant provisions of the Administrative Measures on Incentive Scheme of Listed Companies, the Articles of Association and the Company’s relevant Restricted Share Incentive Schemes.

III. NOTICE OF THE EGM

The EGM will be held at 2:30 p.m. on Wednesday, 15 January 2025 at Meeting Room B401, Midea Headquarters Building, No. 6 Midea Avenue, Shunde District, Foshan, Guangdong Province. The notice convening the EGM is set out on pages N-1 to N-2 of this circular. The above documents and the proxy of form for use at the EGM are published on the website of the HKEX (www.hkexnews.hk) and the website of the Company (www.midea.com.cn).

To the best knowledge, information and belief of the Directors having made all reasonable enquiries, no Shareholder has a material interest in, and would be required to abstain from voting in respect of, the special resolutions to be proposed at the EGM.

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LETTER FROM THE BOARD

Shareholders who intend to appoint a proxy to attend the EGM are required to complete and return the form of proxy to Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event, not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

IV. CLOSURE OF REGISTER OF MEMBERS

In order to determine the Shareholders who are entitled to attend the EGM, the register of members of the Company will be closed from Tuesday, 14 January 2025 to Wednesday, 15 January 2025, both days inclusive, during which period no transfer of the H Shares will be registered.

In order to be entitled to attend and vote at the EGM, holders of H Shares whose transfers of Shares have not been registered shall lodge the transfer instruments together with the relevant share certificates with the H 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 no later than 4:30 p.m. on Monday, 13 January 2025.

V. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, the resolution set out in the notice of the EGM will be taken by poll. The poll results will be announced by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

VI. RECOMMENDATION

The Board considers that the special resolutions in relation to the proposed Repurchase and Cancellation to be proposed at the EGM are in the best interest of the Company and its Shareholders. Therefore, the Board recommends the Shareholders to vote in favour of the special resolutions to be proposed at the EGM.

Yours faithfully,

By order of the Board

Midea Group Co., Ltd.

Mr. Fang Hongbo

Chairman, Executive Director and

Chief Executive Officer

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NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING

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

Midea Group Co., Ltd.

美的集團股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 0300)

NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2025 first extraordinary general meeting (the "EGM") of Midea Group Co., Ltd. (the "Company") will be held at 2:30 p.m. on Wednesday, 15 January 2025 at Meeting Room B401, Midea Headquarters Building, No. 6 Midea Avenue, Shunde District, Foshan, Guangdong Province, the People's Republic of China, for the purpose of considering and, if thought fit, approving the following resolutions. Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 27 December 2024.

SPECIAL RESOLUTIONS

1. To consider and approve the repurchase and cancellation of certain Restricted Shares under the 2021 Restricted Share Incentive Scheme of the Company.
2. To consider and approve the repurchase and cancellation of certain Restricted Shares under the 2022 Restricted Share Incentive Scheme of the Company.
3. To consider and approve the repurchase and cancellation of certain Restricted Shares under the 2023 Restricted Share Incentive Scheme of the Company.

By order of the Board

Midea Group Co., Ltd.

Mr. Fang Hongbo

Chairman, Executive Director and

Chief Executive Officer

Hong Kong, 27 December 2024

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NOTICE OF THE 2025 FIRST EXTRAORDINARY GENERAL MEETING

As at the date of this notice, the Board comprises: (i) Mr. Fang Hongbo, Mr. Wang Jianguo, Mr. Fu Yongjun, Dr. Gu Yanmin and Mr. Guan Jinwei as executive Directors; (ii) Mr. Zhao Jun as non-executive Director; and (iii) Dr. Xiao Geng, Dr. Xu Dingbo, Dr. Liu Qiao and Dr. Qiu Lili as independent non-executive Directors.

Notes:

1. Resolution to be submitted at the EGM shall be voted on by poll.

2. In order to determine the Shareholders' entitlement to attend the EGM, the register of members of the Company will be closed from Tuesday, 14 January 2025 to Wednesday, 15 January 2025, both days inclusive, during which period no transfer of the H Shares will be registered. In order to be entitled to attend and vote at the EGM, holders of H Shares whose transfers of Shares have not been registered shall lodge the transfer instruments together with the relevant share certificates with the H 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 no later than 4:30 p.m. on Monday, 13 January 2025.

3. Shareholders who are entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on their behalf. A proxy need not be a Shareholder. If more than one proxy is appointed, the number and class of Shares in respect of which each such proxy is so appointed shall be specified in the appointment of the proxy.

4. The form of proxy must be signed by the Shareholder or by an authorised person appointed by the Shareholder in writing. If the Shareholder is a legal person, it must be stamped with the seal of the legal person or signed by a director or duly authorised attorney. If the form is signed by an attorney of the Shareholder, the power of attorney authorising that attorney to sign or other authorisation document must be notarised.

5. In order to be valid, in the case of holders of H Shares, the form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authorisation document on behalf of the appointer, a notarially certified copy of that power of attorney or other authorisation document, must be deposited with the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for holding the EGM. Completion and return of the form of proxy will not preclude a Shareholder from attending and voting in person at the EGM or any adjournment thereof should he/she/it so wish.

6. Shareholders or their proxies attending the EGM shall produce their identity documents.

7. The EGM is expected to last for no more than half a day. Shareholders or their proxies attending the EGM are responsible for their own transportation and accommodation expenses.

8. All times refer to Hong Kong local time, except as otherwise stated.

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