Meituan Dianping : Monthly Return of Equity Issuer on Movements in Securities for the month ended 31 July 2020

Monthly Return of Equity Issuer on Movements in Securities

For the month ended

(dd/mm/yyyy) :31/07/2020

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer

Meituan Dianping

Date Submitted

07/08/2020

I. Movements in Authorised Share Capital

1. Ordinary Shares

(1) Stock code : 3690

Description :

Class B Shares

Authorised share

No. of ordinary

Par value

capital

shares

(US$)

(US$)

Balance at close of preceding month

9,264,431,217

0.00001

92,644.31217

Increase/(decrease)

NIL

NIL

Balance at close of the month

9,264,431,217

0.00001

92,644.31217

(2) Stock code : N/A

Description :

Class A Shares

Authorised share

No. of ordinary

Par value

capital

shares

(US$)

(US$)

Balance at close of preceding month

735,568,783

0.00001

7,355.68783

Increase/(decrease)

NIL

NIL

Balance at close of the month

735,568,783

0.00001

7,355.68783

March 2019

2. Preference Shares

Stock code :

N/A

Description :

N/A

No. of

Par value

Authorised share

preference

(State

capital

shares

currency)

(State currency)

Balance at close of preceding month

Increase/(decrease)

Balance at close of the month

3. Other Classes of Shares

Stock code :

N/A

Description :

N/A

No. of other

Par value

Authorised share

classes of

(State

capital

shares

currency)

(State currency)

Balance at close of preceding month

Increase/(decrease)

Balance at close of the month

Total authorised share capital at the end of the month :

US$100,000

March 2019

II. Movements in Issued Share Capital

	No. of ordinary shares
	(1) (Class B		(2) (Class A	No of preference		No. of other
	Shares)		Shares)		shares	classes of shares
Balance at close of
preceding month	5,118,096,927	735,568,783		N/A		N/A
Increase/ (decrease)
during the month	24,917,249		NIL		N/A		N/A
Balance at close of
the month	5,143,014,176	735,568,783		N/A		N/A

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer)

Particulars of					No. of new shares of No. of new shares of
share option					issuer issued during	issuer which may be
scheme					the month pursuant	issued pursuant
including EGM		Movement during the month		thereto	thereto as at close of
approval date				the month
(dd/mm/yyyy) and
class of shares
issuable	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		NIL	3,129,046	221,277	206	3,129,046	54,490,527
shares

(Note 1)

2. Post-IPO share option scheme

(adopted on 30/08/2018)

Class B ordinary	1,255,316		NIL		NIL		NIL		NIL	3,351,316
shares

(Note 1)

3. N/A

shares

(Note 1)

Total A. (Ordinary shares)

(Preference shares) (Other class)

Total funds raised during the month from exercise	HK$98,177,272.66
of options (State currency)

3,129,046 Class B Shares

N/A

N/A

March 2019

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

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

1. 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)

(	/	/	)

(	/	/	)

(	/	/	)

(

/

/

)

Total B. (Ordinary shares) NIL (Preference shares) N/A (Other class) N/A

March 2019

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

No. of new

No. of new

shares of

shares of

issuer

issuer which

issued

may be

during the

issued

month

pursuant

Amount at

pursuant

thereto as at

Currency of

close of

Converted

Amount at

thereto

close of the

amount

preceding

during the

close of the

month

Class and description

outstanding

month

month

month

1. 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)	( / /	)

Total C. (Ordinary shares) NIL (Preference shares) N/A (Other class) 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)

			No. of new shares	No. of new shares of
			of issuer issued	issuer which may be
			during the month		issued pursuant
			pursuant thereto
			thereto as at close of
Full particulars including EGM approval date (dd/mm/yyyy),				the month
if applicable, and class of shares issuable:
1. Pre-IPO employee stock incentive scheme - restricted share
	units
	(adopted on 6/10/2015 as amended from time to time)		16,937,348		46,747,217
	Class B ordinary shares (Note 1)
2. Post-IPO share award scheme
	(adopted on 30/8/2018 as amended from time to time)		4,850,855		72,885,004
	Class B ordinary shares (Note 1)
3. N/A
( / /	)
	shares (Note 1)
		21,788,203
	Total D. (Ordinary shares)
			Class B Shares
	(Preference shares)	N/A
	(Other class)	N/A

March 2019

Other Movements in Issued Share Capital

No. of new

No. of new

shares of

shares of

issuer

issuer which

issued

may be

during the

issued

month

pursuant

pursuant

thereto as at

thereto

close of the

Type of Issue

month

Class

of

shares

________

issuable (Note 1)

1.

Rights issue

At price :

State

Issue and allotment

(

/

/

)

currency

date : (dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

N/A

N/A

Class

of

shares

________

issuable (Note 1)

2.

Open offer

At price :

State

Issue and allotment

(

/

/

)

currency

date : (dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

N/A

N/A

Class

of

shares

________

issuable (Note 1)

3.

Placing

At price :

State

Issue and allotment

(

/

/

)

currency

date : (dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

N/A

N/A

Class

of

shares

________

issuable (Note 1)

4.

Bonus issue

Issue and allotment

(

/

/

)

date : (dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

N/A

N/A

March 2019

No. of new

No. of new

shares of

shares of

issuer

issuer which

issued

may be

during the

issued

month

pursuant

pursuant

thereto as at

thereto

close of the

Type of Issue

month

Class

of

shares

________

issuable (Note 1)

5.

Scrip dividend

At price :

State

Issue and allotment

(

/

/

)

currency

date : (dd/mm/yyyy)

(

/

/

)

EGM approval date:

(dd/mm/yyyy)

N/A

N/A

Class

of

shares

________

repurchased (Note 1)

6.

Repurchase of

Cancellation date :

(

/

/

)

shares

(dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

N/A

N/A

Class

of

shares

________

redeemed (Note 1)

7.

Redemption of

Redemption date :

(

/

/

)

shares

(dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

N/A

N/A

Class

of

shares

________

issuable (Note 1)

8.

Consideration

At price :

State

Issue and allotment

(

/

/

)

issue

currency

date : (dd/mm/yyyy)

(

/

/

)

EGM approval date:

(dd/mm/yyyy)

N/A

N/A

March 2019

No. of new

No. of new

shares of

shares of

issuer

issuer which

issued

may be

during the

issued

month

pursuant

pursuant

thereto as at

thereto

close of the

Type of Issue

month

Class

of

shares

________

issuable (Note 1)

9. Capital

Issue and allotment

(

/

/

)

reorganisation

date : (dd/mm/yyyy)

EGM approval date:

(

/

/

)

(dd/mm/yyyy)

N/A

N/A

Class

of

shares

________

issuable (Note 1)

10. Other

At price :

State

Issue and allotment

(

/

/

)

(Please specify)

currency

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

Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E):

(1)

24,917,249

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

E):	N/A

(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)

1. all money due to the listed issuer in respect of the issue of securities has been received by it;
2. 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;
3. all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;
4. all the securities of each class are in all respects identical (Note 3);
5. 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;
6. 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;
7. 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
8. 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 July 2020, (i) 54,490,527 shares of the issuer may be issued pursuant to the issuer's pre-IPO

employee stock incentive scheme; (ii) 3,351,316 shares of the issuer may be issued pursuant to the

issuer's post-IPO share option scheme; (iii) 46,747,217 shares of the issuer may be issued pursuant

to the issuer's pre-IPO employee stock incentive scheme; and (iv) 72,885,004 shares of the issuer

may be issued pursuant to the issuer's post-IPO share award scheme.

24,691,127 award shares were granted pursuant to the post-IPO share award scheme during the

month. 634,063 restricted share units granted pursuant to the issuer's pre-IPO employee stock

incentive scheme and 731,467 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:
4. • 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.
5. If there is insufficient space, please append the prescribed continuation sheet.

March 2019