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Meituan : Next Day Disclosure Return
Meituan : Next Day Disclosure
About this update from Meituan Class B
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: 28 April 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. Issued shares as a % Closing market price % discount/ No. of shares of existing number of per share of the Issues of shares Issue price per share premium of issue price issued shares before immediately preceding (Notes 6 and 7) (Notes 1 and 7) to market price relevant share issue business day (Note 7) (Notes 4, 6 and 7) (Note 5) Opening balance as at 5,888,560,608 (comprising 735,568,783 (Note 2) 31 March 2021 class A ordinary shares and 5,152,991,825 class B ordinary shares) Exercise of options by employees (other than 2,000 class B HK$7.8842 97.36% discount directors) pursuant to the Pre- 0.00% (weighted average HK$298.20 IPO employee stock incentive ordinary shares (approximately) price) scheme on 1 April 2021 (Note 3) Exercise of options by employees (other than 17,593 class B HK$17.8803 94.51% discount directors) pursuant to the Pre- 0.00% (weighted average HK$325.80 IPO employee stock incentive ordinary shares (approximately) price) scheme on 7 April 2021 (Note 3) 3/2019 For Main Board listed issuers Exercise of options by employees (other than 36,391 class B HK$17.4872 94.50% discount directors) pursuant to the Pre- 0.00% (weighted average HK$318.00 IPO employee stock incentive ordinary shares (approximately) price) scheme on 8 April 2021 (Note 3) Exercise of options by employees (other than 500 class B HK$24.7902 92.11% discount directors) pursuant to the Pre- 0.00% (weighted average HK$314.00 IPO employee stock incentive ordinary shares (approximately) price) scheme on 12 April 2021 (Note 3) Exercise of options by employees (other than 6,780 class B HK$24.7902 91.69% discount directors) pursuant to the Pre- 0.00% (weighted average HK$298.20 IPO employee stock incentive ordinary shares (approximately) price) scheme on 13 April 2021 (Note 3) Exercise of options by employees (other than 6,288 class B HK$12.0519 95.63% discount directors) pursuant to the Pre- 0.00% (weighted average HK$276.00 IPO employee stock incentive ordinary shares (approximately) price) scheme on 14 April 2021 (Note 3) Exercise of options by employees (other than 2,400 class B HK$12.4181 95.66% discount directors) pursuant to the Pre- 0.00% (weighted average HK$286.00 IPO employee stock incentive ordinary shares (approximately) price) scheme on 15 April 2021 (Note 3) 3/2019 For Main Board listed issuers Exercise of options by employees (other than 10,000 class B HK$24.7902 91.30% discount directors) pursuant to the Pre- 0.00% (weighted average HK$284.80 IPO employee stock incentive ordinary shares (approximately) price) scheme on 16 April 2021 (Note 3) Exercise of options by employees (other than 4,691 class B HK$14.1224 95.12% discount directors) pursuant to the Pre- 0.00% (weighted average HK$289.20 IPO employee stock incentive ordinary shares (approximately) price) scheme on 20 April 2021 (Note 3) Exercise of options by employees (other than 600 class B HK$5.7896 98.03% discount directors) pursuant to the Pre- 0.00% (weighted average HK$293.60 IPO employee stock incentive ordinary shares (approximately) price) scheme on 21 April 2021 (Note 3) Exercise of options by employees (other than 1,500 class B HK$12.7387 95.49% discount directors) pursuant to the Pre- 0.00% (weighted average HK$282.20 IPO employee stock incentive ordinary shares (approximately) price) scheme on 22 April 2021 (Note 3) Exercise of options by employees (other than 45,112 class B HK$16.8103 94.51% discount directors) pursuant to the Pre- 0.00% (weighted average HK$306.40 IPO employee stock incentive ordinary shares (approximately) price) scheme on 26 April 2021 (Note 3) 3/2019 For Main Board listed issuers Exercise of options by employees (other than 10,400 class B HK$24.0451 92.12% discount directors) pursuant to the Pre- 0.00% (weighted average HK$305.00 IPO employee stock incentive ordinary shares (approximately) price) scheme on 27 April 2021 (Note 3) Issue and allotment of shares HK$273.8000 on 27 April 2021 pursuant to 187,000,000 class B 10.23% discount the placing and subscription 3.18% (weighted average HK$305.00 ordinary shares (approximately) agreement dated 19 April price) 2021 (Note 3) Share repurchases N/A N/A Closing balance as at 6,075,704,863 (Note 8) (comprising 735,568,783 27 April 2021 class A ordinary shares and 5,340,136,080 class B ordinary shares) 3/2019 For Main Board listed issuers 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) all money due to the listed issuer in respect of the issue of securities has been received by it; all pre-conditions for the listing imposed by the Listing Rules under "Qualifications of listing" have been fulfilled; all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled; all the securities of each class are in all respects identical (Note 10) ; 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; 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; 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 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: Where shares have been issued at more than one issue price per share, a weighted average issue price per share should be given. 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. 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. 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. 3/2019 For Main Board listed issuers 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". 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". 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". The closing balance date is the date of the last relevant event being disclosed. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. "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 II. Purchase report Trading Number of Method of purchase Price per share or highest securities Lowest price paid $ Total paid $ date (Note) price paid $ purchased Total 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 ( (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