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MIXUE Group Governance Information 2025

Apr 2, 2025

50367_rns_2025-04-02_c545e8c9-b0ea-4575-b8e6-b9d67b5a9dd8.pdf

Governance Information

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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.

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MIXUE

SINCE 1997·ICE CREAM&TEA

MIXUE Group

蜜雪冰城股份有限公司

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

(Stock Code: 2097)

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

This announcement is made pursuant to Rule 13.51(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange").

Reference is made to the announcement of MIXUE Group (the "Company") dated March 28, 2025 (the "Announcement") in relation to the full exercise of the Over-allotment Option in respect of an aggregate of 2,558,900 H Shares, representing approximately 15% of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option. Unless the context otherwise requires, terms used herein shall have the same meanings as those defined in the Announcement.

Upon completion of full exercise of the Over-allotment Option, the registered share capital and total number of the shares of the Company were changed to RMB379,618,800 and 379,618,800 shares, respectively. To reflect such changes in the registered share capital and share capital structure of the Company, corresponding amendments were made to the articles of association of the Company (the "Articles of Association").

Pursuant to the authorization granted at the 2023 fourth extraordinary general meeting on December 29, 2023, and further authorization granted by the board of directors of the Company (the "Board"), the persons authorized by the Board have approved to make corresponding adjustments and amendments to the Articles of Association based on the completion of the Global Offering, including but not limited to the contents in respect of the registered share capital and shareholding structure of the Company.


Particulars of the amendments to the Articles of Association are as follows:

Article 3, which originally read as:

"The Company completed the filing procedures with the China Securities Regulatory Commission (the "CSRC") on January 6, 2025 and has been listed on the main board of The Stock Exchange of Hong Kong Limited ("Hong Kong Stock Exchange") on March 3, 2025, and issued 17,059,900 overseas-listed foreign shares ("H Shares") in Hong Kong."

is amended as follows:

"The Company completed the filing procedures with the China Securities Regulatory Commission (the "CSRC") on January 6, 2025 and has been listed on the main board of The Stock Exchange of Hong Kong Limited ("Hong Kong Stock Exchange") on March 3, 2025, and issued 17,059,900 overseas-listed foreign shares ("H Shares") in Hong Kong (prior to full exercise of the over-allotment option)."

Article 6, which originally read as:

"The registered capital of the Company amounted to RMB377,059,900."

is amended as follows:

"The registered capital of the Company amounted to RMB379,618,800."

Article 20, which originally read as:

"Following the completion of the initial public offering of H Shares, assuming the over-allotment option is not exercised, the share capital structure of the Company on the listing date will consist of 377,059,900 ordinary shares, including 228,735,742 unlisted shares and 148,324,158 H Shares; assuming the over-allotment option is exercised in full, the share capital structure of the Company will consist of 379,618,800 ordinary shares, including 228,735,742 unlisted shares and 150,883,058 H Shares."

is amended as follows:

"Following the completion of the initial public offering of H Shares and full exercise of the over-allotment option, the share capital structure of the Company will consist of 379,618,800 ordinary shares, including 228,735,742 unlisted shares and 150,883,058 H Shares."

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Article 209, which originally read as:

"These Articles shall be subject to the approval by special resolution at the general meeting and shall be effective from the date of listing and trading of the H Shares of the Company on the main board of the Hong Kong Stock Exchange. The original articles of association of the Company shall automatically become void from the effective date of these Articles."

is amended as follows:

"These Articles shall be effective from the date when it is approved by special resolution of the general meeting or by the board of directors and/or the person(s) authorized by the board of directors with the authorization of the general meeting. The original articles of association of the Company shall automatically become void from the effective date of these Articles."

The industrial and commercial registration, filing and other matters in respect of the above amendments to the Articles of Association with the relevant government or regulatory authorities in the PRC will be completed. The full text of the amended Articles of Association is available on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the website of the Company (www.mxbc.com).

By order of the Board

MIXUE Group

Mr. Zhang Hongfu

Executive Director and Chief Executive Officer

Hong Kong, April 2, 2025

As at the date of this announcement, the Board comprises: (i) Mr. Zhang Hongchao, Mr. Zhang Hongfu, Ms. Cai Weimiao and Ms. Zhao Hongguo as executive Directors and (ii) Ms. Poon Philana Wai Yin, Mr. Chu Gary Hsi and Mr. Huang Sidney Xuande as independent non-executive Directors.

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