Haidilao International : (1) PROPOSED RE-ELECTION OF DIRECTORS (2) PROPOSED RE-APPOINTMENT OF THE AUDITOR (3) PROPOSED DECLARATION OF FINAL DIVIDEND (4) PROPOSED GENERAL MANDATES TO ISSUE NEW SHARES AND BUY BACK SHARES AND (5) NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about any of the contents 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 Haidilao International Holding Ltd., you should at once hand this circular together with the form of proxy and reply slip 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.

HAIDILAO INTERNATIONAL HOLDING LTD.

海底撈國際 控股有限公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 6862)

1. 1. 1. PROPOSED RE-ELECTION OF DIRECTORS
   2. PROPOSED RE-APPOINTMENT OF THE AUDITOR
   3. PROPOSED DECLARATION OF FINAL DIVIDEND
2. PROPOSED GENERAL MANDATES TO ISSUE NEW SHARES AND BUY BACK SHARES
3. 1. 
      AND
   2. NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Haidilao International Holding Ltd. to be held at 7th Floor, No. 1 Building, No. 398 Yard, Zhongdong Road, Dongxiaokou, Changping District, Beijing, PRC on Friday, May 28, 2021 at 10:00 a.m. is set out on pages 21 to 25 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk).

Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time fixed for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting at the Annual General Meeting if they so wish.

April 27, 2021

			CONTENTS
				Page
DEFINITIONS . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	RE-ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	RE-APPOINTMENT OF THE AUDITOR . . . . . . . . . . . . . . . . . . . . . . . . .	6
4.	FINAL DIVIDEND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	ISSUE MANDATE TO ISSUE SHARES . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	BUY-BACK MANDATE TO BUY BACK SHARES . . . . . . . . . . . . . . . . .	7
7.	NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . .	8
8.	FORM OF PROXY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
9.	VOTING AT THE ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . .	8
10.	RECOMMENDATION OF THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX I	-	EXPLANATORY STATEMENT FOR THE BUY-BACK
			MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
APPENDIX II	-	BIOGRAPHICAL DETAILS OF DIRECTORS
			PROPOSED FOR RE-ELECTION . . . . . . . . . . . . . . . . .	13
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . .	21

- i -

DEFINITIONS

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

"AGM" or "Annual General	the annual general meeting of the Company to be held at
Meeting"	7th Floor, No. 1 Building, No. 398 Yard, Zhongdong
	Road, Dongxiaokou, Changping District, Beijing, PRC
	on Friday, May 28, 2021 at 10:00 a.m.
"Articles of Association"	the articles of association of the Company, as amended
	from time to time
"associate(s)"	has the meaning ascribed thereto under the Listing Rules
"Audit Committee"	the audit committee of the Board
"Board"	the board of Directors
"Board Meeting"	the meeting of the Board held on March 23, 2021
"Buy-back Mandate"	a general mandate proposed to be granted to the Directors
	at the Annual General Meeting to buy back the Shares not
	exceeding 10% of the number of issued shares of the
	Company as at the date of passing of the relevant
	resolution granting the Buy-back Mandate
"Companies Law"	the Companies Law Cap. 22 (Law 3 of 1961, as
	consolidated and revised) of the Cayman Islands as
	amended, supplemented or otherwise modified from time
	to time
"Company"	Haidilao International Holding Ltd. (海底撈國際控股有
	限公司), a company incorporated under the laws of the
	Cayman Islands with limited liability on July 14, 2015
	and, except where the context otherwise requires, all of
	its subsidiaries
"Controlling Shareholders"	has the meaning ascribed thereto in the Listing Rules and
	unless the context requires otherwise, refers to Mr. Zhang
	Yong, Ms. Shu Ping, NP United Holding Ltd, ZY NP Ltd
	and SP NP Ltd
"Director(s)"	director(s) of the Company
"Group"	the Company and its subsidiaries

- 1 -

	DEFINITIONS
"Haidilao Singapore"	Hai Di Lao Holdings Pte. Ltd., a private company limited
	by shares incorporated in Singapore on February 28,
	2013 and a wholly-owned subsidiary of our Company
"HK$" or "HK dollars"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC
"Issue Mandate"	a general mandate proposed to be granted to the Directors
	at the Annual General Meeting to allot, issue and/or deal
	with shares not exceeding 20% of the aggregate nominal
	value of the share capital of the Company in issue as at
	the date of passing of the relevant resolution granting the
	Issue Mandate
"Latest Practicable Date"	April 22, 2021, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information in this circular
"Listing Date"	September 26, 2018, on which dealings in our Shares first
	commence on the Main Board
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange, as amended from time to time
"Memorandum of Association"	the memorandum of association of the Company, as
	amended from time to time
"Nomination Committee"	the nomination committee of the Board
"PRC" or "Mainland China" or	People's Republic of China, but for the purpose of this
"China"	circular and for geographical reference only and except
	where the context requires otherwise, references in this
	circular to "China" and the "PRC" do not apply to Hong
	Kong, Macau and Taiwan
"Prospectus"	the Company's prospectus dated September 12, 2018
"Retiring Directors"	Mr. Zhang Yong, Mr. Zhou Zhaocheng, Ms. Gao Jie and
	Dr. Chua Sin Bin
"RMB"	Renminbi, the lawful currency of the PRC

- 2 -

	DEFINITIONS
"SFO" or "Securities and Futures	the Securities and Futures Ordinance, Chapter 571 of the
Ordinance"	Laws of Hong Kong, as amended, supplemental or
	otherwise modified from time to time
"Shanghai Xinpai"	Xinpai (Shanghai) Catering Management Co., Ltd. (新派
	(上海)餐飲管理有限公司), a limited liability company
	incorporated in the PRC on May 12, 2013 and a wholly-
	owned subsidiary of our Company
"Share(s)	ordinary share(s) in the share capital of the Company
	with nominal value of US$0.000005 each
"Shareholder(s)"	the holder(s) of the Shares of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"subsidiary(ies)"	has the meanings ascribed thereto in the Listing Rules
"substantial shareholder(s)"	has the meaning ascribed thereto in the Listing Rules
"Takeovers Code"	means the Codes on Takeovers and Mergers and Share
	Buy-backs, as amended from time to time
"US$"	United States dollars, the lawful currency of the United
	States
"Yihai"	Yihai International Holding Ltd. (頤海國際控股有限公
	司), an exempted company with limited liability
	incorporated in the Cayman Islands on October 18, 2013
	and is listed on the Main Board of the Stock Exchange
	(stock code: 1579), which is our connected person
"Yihai Shanghai"	Yihai (Shanghai) Food Co., Ltd. (頤海(上海)食品有限公
	司), a wholly-owned subsidiary of Yihai as of the Latest
	Practicable Date
"%"	percentage

- 3 -

LETTER FROM THE BOARD

HAIDILAO INTERNATIONAL HOLDING LTD.

海底撈國際 控股有限公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 6862)

Executive Directors:	Registered office:
Mr. Zhang Yong (Chairman)	Cricket Square, Hutchins Drive
Mr. Shi Yonghong	PO Box 2681
Mr. Zhou Zhaocheng	Grand Cayman KY1-1111
Ms. Gao Jie	Cayman Islands

Non-executive Director:	Corporate Headquarters in the PRC:
Ms. Shu Ping	7th Floor, No. 1 Building
	No. 398 Yard, Zhongdong Road
Independent non-executive Directors:	Dongxiaokou Town, Changping district
Dr. Chua Sin Bin	Beijing, PRC
Mr. Hee Theng Fong
Mr. Qi Daqing	Principal place of business in Hong Kong:
	40th Floor, Dah Sing Financial Centre
	248 Queen's Road East
	Wanchai, Hong Kong
	April 27, 2021
To the Shareholders
Dear Sir or Madam,

1. 1. 1. PROPOSED RE-ELECTION OF DIRECTORS
   2. PROPOSED RE-APPOINTMENT OF THE AUDITOR
   3. PROPOSED DECLARATION OF FINAL DIVIDEND
2. PROPOSED GENERAL MANDATES TO ISSUE NEW SHARES AND BUY BACK SHARES
3. 
   AND

(5) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you the notice of the Annual General Meeting and the following proposals to be put forward at the Annual General Meeting including: (a) the proposed re-election of Directors; (b) the proposed re-appointment of the auditor of the Company; (c) the proposed declaration of final dividend; and (d) the granting of the Issue Mandate to issue Shares and the Buy-back Mandate to buy back Shares.

- 4 -

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

The Board currently consists of eight Directors, namely Mr. Zhang Yong, Mr. Shi Yonghong, Mr. Zhou Zhaocheng, Ms. Gao Jie, Ms. Shu Ping, Dr. Chua Sin Bin, Mr. Hee Theng Fong and Mr. Qi Daqing.

In accordance with Article 84(1) of the Articles of Association, at each Annual General Meeting one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. Accordingly, Mr. Zhang Yong, Mr. Zhou Zhaocheng and Dr. Chua Sin Bin will retire by rotation at the Annual General Meeting and, being eligible, offers themselves for re-election.

In accordance with Article 83(3) of the Articles of Association, the Board has the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of members after his appointment and be subject to re-election at such meeting and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election. Accordingly, Ms. Gao Jie is eligible for re-election at the Annual General Meeting.

The Nomination Committee has recommended to the Board for the re-election of Directors, including one independent non-executive director, Dr. Chua Sin Bin, in accordance with the following selection criteria:

1. character and integrity;
2. qualifications including professional qualifications, skills, knowledge and experience that are relevant to the Company's business and corporate strategy;
3. willingness to devote sufficient time to discharge duties as members of the Board and its relevant committees and undertake significant commitments;
4. the number of existing directorships and other commitments that may demand their attention;
5. requirement for the Board to have independent non-executive Directors in accordance with the Listing Rules and whether such director would be considered independent with reference to the independence guidelines set out in the Listing Rules;
6. board diversity policy of the Company and any measurable objectives adopted by the Board for achieving diversity on the Board; and
7. their perspectives provided to the management and operation of the Group as well as other contributions to the Group during the tenure of their directorship.

- 5 -

LETTER FROM THE BOARD

The Nomination Committee has assessed the independence of the independent non- executive Director, Dr. Chua Sin Bin, based on reviewing his annual written confirmation of independence to the Company pursuant to Rule 3.13 of the Listing Rules and considered that Dr. Chua Sin Bin remains independent. The Nomination Committee has considered Dr. Chua Sin Bin has extensive experience in the areas of food safety, food science & technology, agriculture and zoonoses and other experience and factors as set out in Appendix II to this circular.

The Nomination Committee is satisfied that at all times during the period of directorship with the Company, Mr. Zhang Yong, Mr. Zhou Zhaocheng, Ms. Gao Jie and Dr. Chua Sin Bin have properly discharged their duties and responsibilities as Directors and have made positive contributions to the development of the Company through constructive and informed comments and participation at the business and other affairs relating to the Group. Mr. Zhang Yong, Mr. Zhou Zhaocheng, Ms. Gao Jie and Dr. Chua Sin Bin have provided valuable contributions and insights to the Board. In addition, Mr. Zhang Yong, Mr. Zhou Zhaocheng, Ms. Gao Jie and Dr. Chua Sin Bin have the required character, integrity and experience to continuously and effectively fulfill their role as executive Director and independent non-executive Director. The Board believed that their re-election as Directors would be in the best interests of the Company and the Shareholders as a whole.

In view of the above, with the recommendation of the Nomination Committee, the Board has proposed that the above-mentioned Retiring Directors, Mr. Zhang Yong, Mr. Zhou Zhaocheng, Ms. Gao Jie and Dr. Chua Sin Bin, stand for re-election as Directors at the AGM.

Further information about the Board's composition and diversity as well as the attendance record at the meetings of the Board and/or its committees and the general meeting of the Directors (including the Retiring Directors) are disclosed in the corporate governance report of the 2020 annual report of the Company.

RE-APPOINTMENT OF THE AUDITOR

The mandate of the current auditor of the Company, Deloitte Touche Tohmatsu, will expire at the Annual General Meeting. At the Annual General Meeting, an ordinary resolution will be put forward for approval of the re-appointment of the auditor.

The re-appointment of the auditor of the Company has been reviewed by the audit committee of the Company which made recommendation to the Board that the re-appointment be submitted and proposed for Shareholders' approval at the Annual General Meeting.

FINAL DIVIDEND

Reference is made to the annual results announcement for the year ended December 31, 2020 of the Company dated March 23, 2021. The Board resolved to propose to the Shareholders in the Annual General Meeting on Friday, May 28, 2021 for the distribution of a final dividend of RMB0.018 per Share for the year ended December 31, 2020 payable to the

- 6 -

LETTER FROM THE BOARD

Shareholders whose names are listed in the register of members of the Company on Wednesday, June 2, 2021. Subject to the consideration and approval of the Shareholders at the Annual General Meeting, the final dividend will be paid in Hong Kong Dollars based on the average benchmark exchange rate of Renminbi against Hong Kong Dollars as announced by the People's Bank of China in the five working days prior to but excluding the date of the Board Meeting, that is HK$0.021 per Share. If approved by the Shareholders at the Annual General Meeting, the final dividend of 2020 will be distributed on or around Tuesday, June 22, 2021.

ISSUE MANDATE TO ISSUE SHARES

Pursuant to a resolution passed by the Shareholders on May 27, 2020, an issue mandate was granted to the Directors to issue Shares. Such mandate will lapse at the conclusion of the Annual General Meeting.

In the event that it becomes desirable for the Company to issue any new Shares, pursuant to the Listing Rules, approval is to be sought from the Shareholders. In order to ensure flexibility and give discretion to the Directors, at the Annual General Meeting, an ordinary resolution no. 9 will be proposed to grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with the additional Shares in the share capital of the Company up to 20% of the aggregate nominal value of the share capital of the Company in issue as at the date of passing of the resolution in relation to the Issue Mandate.

As at the Latest Practicable Date, the issued share capital of the Company comprised 5,300,000,000 Shares which have been fully paid. Subject to the passing of the ordinary resolution no. 9 and on the basis that no further Shares are issued or bought back after the Latest Practicable Date and up to the Annual General Meeting, the Company will be allowed to issue a maximum of 1,060,000,000 Shares (whether by way of Share or otherwise). In addition, subject to a separate approval of the ordinary resolutions no. 10 and 11, the number of the Shares bought back by the Company under ordinary resolution no. 10 will also be added to extend the Issue Mandate as mentioned in the ordinary resolution no. 9, provided that such additional value shall represent up to 10% of the aggregate nominal value of the share capital of the Company in issue as at the date of passing the resolutions in relation to the Issue Mandate and Buy-back Mandate.

BUY-BACK MANDATE TO BUY BACK SHARES

Pursuant to a resolution passed by the Shareholders on May 27, 2020, a general mandate was granted to the Directors to buy back Shares. Such mandate will lapse at the conclusion of the Annual General Meeting.

An ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Buy-back Mandate to the Directors to exercise the powers of the Company to buy back the Shares representing up to 10% of the number of issued shares of the Company as at the date of passing of the resolution in relation to the Buy-back Mandate.

- 7 -

LETTER FROM THE BOARD

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Buy-back Mandate is set out in Appendix I to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.

NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 21 to 25 of this circular is the notice of Annual General Meeting at which, inter alia, ordinary resolutions will be proposed to Shareholders to consider and approve the re-election of Directors, the re-appointment of auditor, the declaration of final dividend, and the granting of the Issue Mandate to issue Shares and the Buy-back Mandate to buy back Shares.

FORM OF PROXY

A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk). Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong 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 48 hours before the time fixed for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude Shareholders from attending and voting in person at the Annual General Meeting or any adjourned meeting thereof should they so wish.

VOTING AT THE ANNUAL GENERAL MEETING

Save as disclosed above, there is no Shareholder who has any material interest in the proposed resolutions, and therefore none of the Shareholders is required to abstain from voting on such resolutions.

Pursuant to Rule 13.39(4) of the Listing Rules and Article 66 of the Articles of Association, a resolution put to vote at any general meeting is to be decided by way of a poll, except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

On a poll, every Shareholder present in person or by proxy or (being a corporation) by its duly authorized representative shall have one vote for each share registered in his/her/its name in the register of members. A Shareholder entitled to more than one vote need not use up all his/her/its votes nor cast all the votes in the same way.

- 8 -

LETTER FROM THE BOARD

RECOMMENDATION OF THE BOARD

The Board considers that the proposed ordinary resolutions for the re-election of Directors, the re-appointment of the auditor of the Company, the declaration of final dividend, and the granting of the Issue Mandate and the Buy-back Mandate are in the best interests of the Company and the Shareholders as a whole, and accordingly, recommends all the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

Yours faithfully,

By Order of the Board

Haidilao International Holding Ltd.

Zhang Yong

Chairman

- 9 -

APPENDIX I EXPLANATORY STATEMENT FOR THE BUY-BACK MANDATE

The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the proposed Buy-back Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 5,300,000,000 Shares of nominal value of US$0.000005 each which have been fully paid. Subject to the passing of the resolution granting the Buy-back Mandate and on the basis that no further Shares are issued or bought back before the Annual General Meeting, the Company will be allowed to buy back a maximum of 530,000,000 Shares which represent 10% of the issued share capital of the Company during the period ending on the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the revocation or variation of the Buy-back Mandate by an ordinary resolution of the Shareholders in general meeting of the Company, whichever occurs first; or (iii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of Association or the applicable laws of the Cayman Islands.

REASONS AND FUNDING OF BUY-BACKS

The Directors believe that it is in the Company's and the Shareholders' best interests for the Directors to have the general authority to execute buy-backs of Shares in the market. Such buy-backs may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made where the Directors believe that such buy-backs will benefit the Company and the Shareholders.

The buy-back of the Shares listed on the Stock Exchange must be funded out of funds legally available for the purpose in accordance with the Memorandum of Association and Articles of Association of the Company and the applicable laws of the Cayman Islands. The Directors may not buy back the Shares on the Stock Exchange for consideration other than cash or for settlement other than in accordance with the trading rules of the Stock Exchange. Subject to the foregoing, the Directors may make buy-backs with profits of the Company or proceeds from a new issuance of Shares made for the purpose of the buy-back or, if authorized by the Articles of Association and subject to the Companies Law, out of capital. In the case of any premium payable on the buy-backs, it may be paid out of the profits of the Company or from sums standing to the credit of the share premium account of the Company or, if authorized by the Articles of Association and subject to the Companies Law, out of capital.

The Directors have no present intention to buy back any Shares and they would only exercise the power to buy back in circumstances where they consider that the buy-back would be in the best interests of the Company.

- 10 -

APPENDIX I EXPLANATORY STATEMENT FOR THE BUY-BACK MANDATE

The Directors believe that, if the Buy-back Mandate were to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company as compared with the position disclosed in the audited consolidated financial statements of the Company as at December 31, 2020, being the date to which the latest published audited consolidated financial statements of the Company were made up. However, the Directors do not propose to exercise the Buy-back Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.

GENERAL

To the best of their knowledge, and having made all reasonable enquiries, none of the Directors or any of their close associates, as defined in the Listing Rules, currently intend to sell any Shares to the Company or its subsidiaries, if the Buy-back Mandate is exercised.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make buy-back pursuant to the Buy-back Mandate in accordance with the Listing Rules, the Memorandum of Association and Articles of Association of the Company and the applicable laws of the Cayman Islands.

No core connected person, as defined in the Listing Rules, has notified the Company that he or she has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Buy-back Mandate is approved by the Shareholders.

TAKEOVERS CODE

If as a result of a buy-back of Shares pursuant to the Buy-Back Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase of the Shareholder's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any buy-back of Shares pursuant to the Buy-back Mandate.

To the best knowledge of the Company, as at the Latest Practicable Date, the Controlling Shareholders were interested in 3,612,501,243 Shares representing approximately 68.16% of the total issued share capital of the Company. In the event that the Directors exercise the proposed Buy-back Mandate in full, the aggregate shareholding interest of the Controlling Shareholders would be increased to approximately 75.73% of the total issued share capital of the Company.

- 11 -

APPENDIX I EXPLANATORY STATEMENT FOR THE BUY-BACK MANDATE

The Directors consider that such increase in shareholding may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors do not have any present intention to exercise the proposed Buy-back Mandate to such an extent as would give rise to such an obligation. Save as disclosed above, the Directors are not aware of any consequences which may arise under the Takeovers Code even if the Buy-back Mandate is exercised in full.

SHARE BUY-BACK MADE BY THE COMPANY

No buy-back of Shares have been made by the Company in the six months preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).

PUBLIC FLOAT

The Directors do not have a present intention to exercise the Buy-back Mandate to the effect that will result in the public float to fall below the percentage as required under the Listing Rules or such other minimum percentage agreed by the Stock Exchange from time to time.

SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the twelve months preceding the Latest Practicable Date were as follows:

	Highest prices	Lowest prices
	HK$	HK$
2020
April	34.20	28.00
May	38.20	33.00
June	39.00	32.15
July	37.55	32.40
August	55.10	35.90
September	61.00	50.35
October	63.00	50.95
November	58.00	49.80
December	61.80	51.05
2021
January	73.95	57.90
February	85.80	62.05
March	70.35	50.25
April (up to the Latest Practicable Date)	54.90	46.85

- 12 -

APPENDIX II	BIOGRAPHICAL DETAILS OF DIRECTORS
	PROPOSED FOR RE-ELECTION

The following are the biographical details of the Directors proposed for re-election at the Annual General Meeting.

1. Mr. Zhang Yong

Mr. Zhang Yong (張勇), aged 50, is one of our founders and has over 20 years of experience in restaurant management business. He was appointed as a Director on July 14, 2015 and was subsequently re-designated as an executive Director on May 2, 2018. He was appointed as the chairman of the Board on January 17, 2018. He was also appointed as the chief executive officer of our Company on January 17, 2018. He is mainly responsible for overseeing the management and strategic development of our Group. Mr. Zhang has held various positions in our Group since its establishment. From April 1994 to March 2001, he served as the general manager of Sichuan Haidilao. From April 2001 to June 2009, Mr. Zhang served as both the executive director and the general manager of Sichuan Haidilao. Since July 2009, Mr. Zhang has been serving as a director and the chairman of the board of Sichuan Haidilao and was re-designated as a non-executive director in January 2018. Mr. Zhang has been serving as a non-executive director of Yihai since March 2016. Mr. Zhang is the spouse of Ms. Shu Ping, a non-executive director of the Company.

Mr. Zhang is also holding directorships at the following members of our Group:

• Sichuan Xinpai Catering Management Co., Ltd. (四川新派餐飲管理有限公司)
• Beijing Haidi Food Biotechnology Co., Ltd. (北京海饗食品生物科技有限公司)
• Sichuan Jinhai Enterprise Management Consulting Co., Ltd. (四川錦海企業管理諮 詢有限公司)
• Beijing Yinghai Intelligent Automation Technology Co., Ltd. (北京瀛海智能自動化 科技有限公司)
• Newpai Ltd.
• Haidilao Singapore
• Ying Hai Holdings Pte. Ltd.
• Hai Di Lao Canada Restaurants Group Ltd.
• HDL Smart Technology Ltd.
• Sichuan Menghai Enterprise Management Consulting Co., Ltd. (四川萌海企業管理 諮詢有限公司)

Mr. Zhang completed the master of business administration program and completed the finance master of business administration program hosted by Cheung Kong Graduate School of Business (長江商學院) in October 2011 and August 2012, respectively.

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APPENDIX II	BIOGRAPHICAL DETAILS OF DIRECTORS
	PROPOSED FOR RE-ELECTION

Mr. Zhang has entered into a service contract with our Company on September 6, 2018. The initial term of his service contract shall commence from the date of the appointment as a Director and continue for a period of three years after or until the third annual general meeting of the Company since the Listing Date, whichever is earlier, and shall be subject always to re-election as and when required under the Articles of Association, until terminated in accordance with the terms and conditions of the service contract or by either party giving to the other not less than 30 days' prior notice in writing.

As at the Latest Practicable Date, Mr. Zhang's interests in the shares of the Company and its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance are set out below:

(i) Interest in the Company
		Approximate
		percentage of
		shareholding in
	Number of	the total issued
Capacity/Nature of Interest	Ordinary Shares	share capital
		%
Founder of a discretionary trust(1)	3,612,501,243 (L)	68.16 (L)
Interest in a controlled corporation(1)(4)
Interest of spouse(2)
Beneficiary of a trust(3)

Notes:

1. ZY NP Ltd. is an investment holding company incorporated in the BVI. The entire share capital of ZY NP Ltd. is wholly owned by UBS Trustees (B.V.I.) Limited as the trustee of the Apple Trust. Apple Trust is a discretionary trust set up by Mr. Zhang Yong as the settlor and protector on August 22, 2018 for the benefit of himself, Ms. Shu Ping and their families. Mr. Zhang Yong (as the founder of the Apple Trust) and UBS Trustees (B.V.I.) Limited are taken to be interested in the Shares held by ZY NP Ltd. for the under the SFO.
2. Mr. Zhang Yong is the spouse of Ms. Shu Ping. Therefore, Mr. Zhang Yong is deemed to be interested in the Shares in which Ms. Shu Ping is interested under the SFO.
3. SP NP Ltd. is an investment holding company incorporated in the BVI. The entire share capital of SP NP Ltd. is wholly owned by UBS Trustees (B.V.I.) Limited as the trustee of the Rose Trust. Rose Trust is a discretionary trust set up by Ms. Shu Ping as the settlor and protector on August 22, 2018 for the benefit of herself, Mr. Zhang Yong and their families. Ms. Shu Ping (as the founder of the Rose Trust) and UBS Trustees (B.V.I.) Limited are taken to be interested in the Shares held by SP NP Ltd. for the under the SFO.
4. NP United Holding Ltd. is an investment holding company incorporated in the BVI and is owned as to approximately 51.778% by ZY NP Ltd. and 16.074% by each of SP NP Ltd., SYH NP Ltd. and LHY NP Ltd., respectively. Therefore, Mr. Zhang Yong, ZY NP Ltd. and UBS Trustees (B.V.I.) Limited are deemed to be interested in the Shares in which NP United Holding Ltd is interested under the SFO.

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APPENDIX II	BIOGRAPHICAL DETAILS OF DIRECTORS
		PROPOSED FOR RE-ELECTION
(ii) Interest in associated corporation
			Approximate
			percentage of
			shareholding in
		Capacity/Nature of	the total issued
Name of Associated Corporation	Interest	share capital
			%
Fuhai (Shanghai) Food Technology	Founder of a discretionary	60
Co., Ltd.(1)		trust(2)

Notes:

1. Fuhai (Shanghai) Food Technology Co., Ltd. is held as to 40% by the Shanghai Xinpai and 60% by Yihai Shanghai, a wholly-owned subsidiary of Yihai, and therefore is an associated corporation of the Company under the SFO.
2. Yihai is held as of approximately 35.59% by ZYSP YIHAI Ltd. The entire share capital of ZYSP YIHAI Ltd.is wholly owned by UBS Trustees (B.V.I.) Limited as the trustee of the ZYSP Trust, a discretionary trust set up by Mr. Zhang Yong and Ms. Shu Ping as the settlors and protectors on June 1, 2016 for their own benefit. Mr. Zhang Yong and Ms. Shu Ping (as founders of the ZYSP Trust) are deemed to be interested in the shares of Fuhai (Shanghai) Food Technology Co., Ltd. held by Yihai Shanghai under the SFO.

2. Mr. Zhou Zhaocheng

Mr. Zhou Zhaocheng (周兆呈), aged 48, was appointed as an executive Director and an

authorized representative in April 2020, and as a joint company secretary on May 4, 2020. He was appointed as the chief strategy officer of our Company on April 3, 2018. He is responsible for assisting our chief executive officer in developing our growth strategy and is responsible for risk control, legal affairs, brand and public relationship of our Group. He is experienced in corporate management and media operations.

Mr. Zhou served as a journalist of Economic and Trade Reporter (經貿導報) from September 1994 to June 1997, a reporter of Xinhua Daily (新華日報) from June 1997 to July 1998. Mr. Zhou served as a senior editor, the associate chief sub-editor, the chief editor of Zaobao Online (早報網) and the assistant vice president (new growth) of Singapore Lianhe Zaobao (新加坡聯合早報) successively from September 1999 to December 2016. He also served as the editor of Crossroads (新匯點) with Lianhe Zaobao from April 2009 to October 2015. From January 2017 to March 2018, Mr. Zhou served as the vice president of new markets of Singapore Press Holdings (a company listed on Singapore Exchange Limited, stock code: T39). Mr. Zhou also served as a director of CulCreative International Pte Ltd (創文國際有限 公司) and ZBJSPH Pte Ltd (ZBJ-SPH私人有限公司) from June 2017 to March 2018 and from July 2017 to March 2018 respectively. Mr. Zhou has been serving as an adjunct assistant professor and associate professor of Nanyang Centre for Public Administration of Nanyang Technological University since September 2012 and a visiting professor of School of

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APPENDIX II	BIOGRAPHICAL DETAILS OF DIRECTORS
	PROPOSED FOR RE-ELECTION

Journalism and Communication of Guangdong University of Foreign Studies since September 2014. He also served as a media fellow of the Sanford School of Public Policy of Duke University from January 2011 to July 2011. Mr. Zhou is now also serving as the president of Jiangsu Association (Singapore) (新加坡江蘇會) and the standing committee member of Singapore Chinese Chamber of Commerce and Industry.

Mr. Zhou is also holding positions at the following members of our Group:

• Haidilao Singapore
• Ying Hai Holdings Pte. Ltd.
• Beijing Yinghai Intelligent Automation Technology Co., Ltd.
• Sichuan Jinhai Enterprise Management Consulting Co., Ltd.
• Supervisor of Beijing Youdingyou Catering Co., Ltd. (北京優鼎優餐飲管理有限公 司) and Haihongda (Beijing) Catering Management Co., Ltd. (海鴻達(北京)餐飲管 理有限公司)
• Sichuan Menghai Enterprise Management Consulting Co., Ltd.

Mr. Zhou obtained his bachelor's degree in Chinese Studies from Nanjing Normal University (南京師範大學) in China in June 1994, obtained his master's degree in Chinese Studies from National University of Singapore in June 2000 and obtained his doctor's degree in philosophy from Nanyang Technological University in Singapore in January 2007.

Mr. Zhou has entered into a service contract with the Company. The initial term of his service contract shall commence from the date of the appointment as a Director and continue for a period of three years after or until the third annual general meeting of the Company since the appointment date, whichever is earlier, and shall be subject always to re-election as and when required under the Articles of Association, until terminated in accordance with the terms and conditions of the service contract or by either party giving to the other not less than 30 days' prior notice in writing.

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APPENDIX II	BIOGRAPHICAL DETAILS OF DIRECTORS
	PROPOSED FOR RE-ELECTION

As at the Latest Practicable Date, Mr. Zhou's interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance are set out below:

		Approximate
		percentage of
		shareholding
	Number of	in the total
	Ordinary	issued share
Capacity/Nature of Interest	Shares	capital
		%
Interest of spouse(1)	100,000 (L)	0.00 (L)

Note:

1. Mr. Zhou Zhaocheng is the spouse of Ms. Chen Ying. Therefore, Mr. Zhou Zhaocheng is deemed to be interested in the Shares in which Ms. Chen Ying is interested in.

3. Ms. Gao Jie

Ms. Gao Jie (高潔), aged 31, was appointed as an executive Director in August 2020. Ms.

Gao has served as the director of Super APP business department of the Company since August 2020. She has served as the general manager of Macau Haidilao Restaurant Limited (澳門海 底撈餐飲一人有限公司) since May 2018 and its operation director since July 2019. She served as the assistant store manager of Hai Di Lao Hongkong Company Limited (香港海底撈有限公 司) from September 2017 to April 2018. From August 2016 to September 2017, Ms. Gao served as the assistant of the general manager office of the Company. She served as a copywriter and was responsible for e-commerce operation in Beijing Wecook Technology Co. Ltd. (北京微酷 客科技有限公司) from February 2016 to August 2016. Ms. Gao worked as a game designer of Beijing 4399 Information Technology Co. Ltd. (北京四三九九信息科技有限公司) from December 2014 to February 2016. Ms. Gao also worked as a Chinese teacher in the Confucius Institute of the University of Granada (格拉納達大學孔子學院) in Spain from September 2013 to August 2014.

Ms. Gao is also a director of Sichuan Jinhai Enterprise Management Consulting Co., Ltd. and Sichuan Menghai Enterprise Management Consulting Co., Ltd.

Ms. Gao obtained her bachelor's degree in both Teaching Chinese as a Foreign Language and English from Zhengzhou University (鄭州大學) in China in July 2012, and obtained her master's degree in Chinese Language and Literature from Peking University (北京大學) in China in July 2015.

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APPENDIX II	BIOGRAPHICAL DETAILS OF DIRECTORS
	PROPOSED FOR RE-ELECTION

Ms. Gao has entered into a service contract with the Company. The initial term of her service contract shall commence from the date of the appointment as a Director and continue for a period of three years after or until the third annual general meeting of the Company since the appointment date, whichever is earlier, and shall be subject always to re-election as and when required under the articles of association of the Company, until terminated in accordance with the terms and conditions of the service contract or by either party giving to the other not less than 30 days' prior notice in writing.

4. Dr. Chua Sin Bin

Dr. Chua Sin Bin (蔡新民), aged 74, is the independent non-executive Director of the Company since September 26, 2018, and is responsible for providing independent advice and judgement to our board. He has comprehensive experience in the areas of food safety, food science & technology, agriculture and zoonoses. Dr. Chua has been serving in a number of private companies:

Name	Period of service	Positions
NTUC Fairprice Co-operative Ltd.	2009	to 2018	Board Director
	2015	to 2016	Member of Board Property Review
			Committee
	2014	to 2018	Member of Board Audit and Risk
			Committee
NTUC FairPrice Foundation Ltd.	2014	to 2018	Board Director
Agrifood Technologies Pte Ltd	2009	to 2019	Principal consultant

Dr. Chua also held or has been holding positions in a series of government bodies, academic institutions and professional associations in the areas of food safety and food science & technology:

Name	Period of service	Positions
Agri-Food & Veterinary Authority	2005 to 2009	Board Member, Chief Executive
of Singapore		Officer and Director-General
	2002 to 2009	Chief Veterinary Officer
Standard, Productivity and Innovation	2002 to 2009	Deputy Chairman
Board of Singapore (SPRING)
	Since 2009	Advisor
	Since 2015	Chairman of National Mirror
		Committee for ISO
		TC34/SC17 (ISO 22000)
		Management Systems for
		Food Safety

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APPENDIX II	BIOGRAPHICAL DETAILS OF DIRECTORS
		PROPOSED FOR RE-ELECTION
Name		Period of service	Positions
		2015 to 2018	Chairman of Working Group on
			Hazard Analysis and Critical
			Control Point and Guidelines for
			its Application
Abu Dhabi Food Control Authority of	Since 2009	Member of the Scientific
United Arab Emirates			Committee
Health, Welfare and Food Bureau of	2006 to 2012	Member of Expert Committee on
the Government of the Hong Kong		Food Safety
Special Administrative Region
		2011 to 2014	Member, Ad Hoc Working Group
			on Microbiological Safety of
			Food
National University of Singapore		Since 2013	Chairman of the Industrial
			Academic Advisory
			Board for the NUS Food Science
			and Technology Programme
		Since 2008	Adjunct Professor of Food Science
			and Technology Programme,
			Department of Chemistry
Singapore Polytechnic		2004 to 2012	Chairman of the School of
			Chemical & Life Sciences
			Advisory Committee
		Since 2011	Chairman of Food Innovation and
			Resource Centre
			Advisory Panel
Agency for Science, Technology and	2005 to 2020	Member of the Genetic
Research of Singapore			Modification Advisory Committee
			of Singapore
		2010 to 2020	Chairman of GMAC Labelling
			Sub-Committee

Dr. Chua graduated from the University of Queensland in Australia with a bachelor's degree in veterinary medicine and became a member of Royal College of Veterinary Surgeons (MRCVS) in February 1973.

Dr. Chua has entered into an appointment letter with our Company on September 6, 2018. The initial term for his appointment letter shall be three years from the date of the Prospectus or until the third annual general meeting of the Company since the Listing Date, whichever is earlier, and shall be subject always to re-election as and when required under the Articles of Association, until terminated in accordance with the terms and conditions of the appointment letter or by either party giving to the other not less than three months' prior notice in writing.

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APPENDIX II	BIOGRAPHICAL DETAILS OF DIRECTORS
	PROPOSED FOR RE-ELECTION

DIRECTOR'S REMUNERATION

The total amount of the Directors' remuneration for the year ended December 31, 2020 received by each of the Retiring Directors are set out in the financial statements of the Company's 2020 annual report. The Directors' remuneration is determined by the remuneration committee of the Company having regard to the Company's and the Director's performance.

DIRECTOR'S INTEREST

Save as disclosed in this circular, to the best knowledge of the Company, each of the Directors who stand for re-election (i) does not hold other positions in the Company or other members of the Group, (ii) does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, (iii) does not have any relationship with any other Director, senior management, substantial shareholder or Controlling Shareholder of the Company, (iv) does not have any interest in the securities within the meaning of Part XV of the Securities and Futures Ordinance, and (v) has no information to disclose pursuant to any of the requirements of Rule 13.51(2)(h) - 13.51(2)(v) of the Listing Rules; and there are no other matters that need to be brought to the attention of the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

HAIDILAO INTERNATIONAL HOLDING LTD.

海底撈國際 控股有限公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 6862)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "AGM") of Haidilao International Holding Ltd. (the "Company", together with its subsidiaries, the "Group") will be held at 7th Floor, No. 1 Building, No. 398 Yard, Zhongdong Road, Dongxiaokou, Changping District, Beijing, PRC on Friday, May 28, 2021 at 10:00 a.m. for the following purposes:

AS ORDINARY RESOLUTIONS

1. To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries, the reports of the directors and the independent auditor of the Company for the year ended December 31, 2020;
2. To re-elect Mr. Zhang Yong as an executive director;
3. To re-elect Mr. Zhou Zhaocheng as an executive director;
4. To re-elect Ms. Gao Jie as an executive director;
5. To re-elect Dr. Chua Sin Bin as an independent non-executive director;
6. To authorise the board of directors of the Company (the "Board") to fix the remuneration of the directors of the Company;
7. To re-appoint Deloitte Touche Tohmatsu as auditor of the Company to hold office until the conclusion of the next annual general meeting and to authorise the Board to fix its remuneration;
8. To declare a final dividend of HK$0.021 (equivalent to RMB0.018) per share for the year ended December 31, 2020;

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NOTICE OF ANNUAL GENERAL MEETING

To consider and, if thought fit, to pass the following resolutions with or without amendments as ordinary resolutions:

9. "THAT:

1. subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") (the "Listing Rules"), the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue or otherwise deal with any unissued shares in the capital of the Company and to make or grant offers, agreements and options, including bonds and warrants to subscribe for shares of the Company, which might require the exercise of such powers be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the expiration of the Relevant Period;
3. the aggregate nominal amount of share capital of the Company allotted, and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) below); or (ii) the exercise of any options granted under any share option scheme of the Company adopted from time to time in accordance with the Listing Rules; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of shares of the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of shares of the Company upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company shall not exceed the aggregate of:
4. 1. 20 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution; and
   2. (if the directors of the Company are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate nominal amount of any share capital of the Company bought back by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution), and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

- 22 -

NOTICE OF ANNUAL GENERAL MEETING

1. for the purposes of this resolution:
   "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting; or
   3. the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or the applicable laws of the Cayman Islands to be held.

"Rights Issue" means an offer of shares of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares of the Company open for a period fixed by the directors of the Company to holder of shares of the Company whose names appear on the Company's register of members on a fixed record date in proportion to their then holdings of shares of the Company (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange outside Hong Kong)."

10. "THAT:

1. subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (c) below) of all powers of the Company to buy back shares in the capital of the Company on the Stock Exchange or any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission of Hong Kong, the Stock Exchange, the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;
2. the aggregate nominal amount of shares of the Company which may be bought back or agreed to be bought back by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

1. for the purposes of this resolution, "Relevant Period" shall have the same meaning as ascribed to it under paragraph (d) of the resolution numbered 9 of the notice convening the AGM."

11. "THAT conditional upon the passing of resolutions numbered 9 and 10 above, the general mandate granted to the directors of the Company pursuant to paragraph (a) of resolution numbered 9 above be and it is hereby extended by the addition to the aggregate nominal amount of the shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to or in accordance with such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company bought back by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 10 above."

By order of the Board

Haidilao International Holding Ltd.

Mr. Zhang Yong

Chairman

Beijing, PRC

April 27, 2021

- 24 -

NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Any member entitled to attend and vote at the meeting is entitled to appoint one or more proxies (if such member is the holder of two or more shares) to attend and to vote instead of them. A proxy need not be a member of the Company. Completion and return of the form of proxy will not preclude a member of the Company from attending the AGM and vote in person. In such event, his form of proxy will be deemed to have been revoked.
2. Where there are joint holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
3. A form of proxy for use at the meeting is enclosed.
4. To be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority, must be deposited at the Company's share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting.
5. The voting at the AGM will be taken by poll.
6. The register of members of the Company will be closed from Tuesday, May 25, 2021 to Friday, May 28, 2021, both days inclusive, in order to determine the eligibility of the shareholders to attend and vote at the AGM. The shareholders whose names appear on the register of members of the Company at the close of business on Friday, May 28, 2021 will be entitled to attend and vote at the AGM. In order to be eligible to attend and vote at the AGM, all transfers accompanied by the relevant share certificates and transfer forms must be lodged with the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712−1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong before 4:30 p.m. on Monday, May 24, 2021.
7. The register of members of the Company will also be closed from Thursday, June 3, 2021 to Monday, June 7, 2021, both days inclusive, in order to determine the entitlement of the shareholders to the final dividend. The shareholders whose names appear on the register of members of the Company at the close of business on Wednesday, June 2, 2021 will be entitled to the final dividend. In order to be eligible to be entitled to the final dividend, all transfers accompanied by the relevant share certificates and transfer forms must be lodged with the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712−1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong before 4:30 p.m. on Wednesday, June 2, 2021.

As of the date of this notice, the Board of Directors of the Company comprises Mr. Zhang Yong as the Chairman and Executive Director and Mr. Shi Yonghong, Mr. Zhou Zhaocheng and Ms. Gao Jie as Executive Directors, Ms. Shu Ping as the Non-executive Director, and Dr. Chua Sin Bin, Mr. Hee Theng Fong and Mr. Qi Daqing as Independent Non-executive Directors.

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