Meituan Dianping : PROPOSED SIMPLIFICATION OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect about this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Meituan Dianping (the "Company"), you should at once hand this circular, together with the enclosed proxy form, to the purchaser or transferee or to the bank, licensed securities dealer 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.

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)

(Stock code: 3690)

PROPOSED SIMPLIFICATION OF COMPANY NAME

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held at Command Center of Meituan Dianping Beijing Office, Block A, Hengjiweiye Building, No. 4 Wang Jing East Road, Chaoyang District, Beijing on September 29, 2020 at 2:00 p.m. is set out on pages 7 to 9 of this circular. A form of proxy for use at the EGM is also enclosed with this circular. Whether or not you are able to attend the EGM in person, please complete and return the form of proxy in accordance with the instructions printed thereon to the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (for both holders of Class A Shares and holders of Class B Shares) as soon as possible and in any event not less than 48 hours before the time appointed for holding of the EGM or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjourned meeting (as the case may be) should you so wish and in such case, the proxy form previously submitted shall be deemed to be revoked.

September 14, 2020

CONTENT
	Pages
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . .	7

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DEFINITIONS

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

"Articles" or "Articles of	the articles of association of the Company adopted on
Association"	August 30, 2018 with effect from September 20, 2018,
	being the date of the listing of the Company's Class B
	Shares on the Stock Exchange
"Board"	the board of Directors of the Company
"Class A Share(s)"	class A ordinary shares of the share capital of the
	Company with a par value of US$0.00001 each,
	conferring weighted voting rights in the Company such
	that a holder of a Class A Share is entitled to ten votes per
	share on any resolution tabled at the Company's general
	meeting, save for resolutions with respect to any reserved
	matters as set out in the Articles of Association, in which
	case they shall be entitled to one vote per share
"Class B Share(s)"	class B ordinary shares of the share capital of the
	Company with a par value of US$0.00001 each,
	conferring a holder of a Class B Share one vote per share
	on any resolution tabled at the Company's general
	meeting
"Company"	Meituan Dianping, an exempted company with limited
	liability incorporated under the laws of the Cayman
	Islands on September 25, 2015, the Class B Shares of
	which are listed on the Main Board of The Stock
	Exchange (Stock code: 3690)
"Director(s)"	the director(s) of the Company
"EGM"	the extraordinary general meeting of the Company to be
	convened and held on September 29, 2020 at 2:00 p.m.
	(or any adjournment thereof) to consider and, if thought
	fit, approve, among other matters, the Simplification of
	Company Name, the notice of which is set out on the
	EGM Notice of this circular
"EGM Notice"	the notice convening the EGM which is set out on pages 7
	to 9 of this circular

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	DEFINITIONS
"Group"	the Company, its subsidiaries and consolidated affiliated
	entities it controls through the contractual arrangements
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange
"Share(s)	the Class A Shares and the Class B Shares in the share
	capital of the Company, as the context so requires
"Shareholder(s)"	holder(s) of Class A Shares and Class B Shares, as
	context so requires
"Simplification of Company	the proposed change of the English name of the Company
Name"	from "Meituan Dianping" to "Meituan" and the adoption
	of the Chinese name of "美團" as the dual foreign name
	of the Company in place of its existing Chinese name of
	"美團點評"
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"subsidiary(ies)"	has the meaning ascribed to it in the Listing Rules
"weighted voting rights"	has the meaning ascribed to it in the Listing Rules

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LETTER FROM THE BOARD

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)

(Stock code: 3690)
Mr. Wang Xing (Chairman, Executive Director)	Registered Office:
Mr. Mu Rongjun (Executive Director)	PO Box 309
Mr. Wang Huiwen (Executive Director)	Ugland House
	Grand Cayman, KY1-1104
Mr. Lau Chi Ping Martin (Non-executiveDirector)	Cayman Islands
Mr. Neil Nanpeng Shen (Non-executive Director)
	Principal place of business
Mr. Orr Gordon Robert Halyburton	in the PRC:
(Independent Non-executive Director)	Block B&C, Hengjiweiye Building
Mr. Leng Xuesong	No. 4 Wang Jing East Road
(Independent Non-executive Director)	Chaoyang District
Dr. Shum Heung Yeung Harry	Beijing 100102
(Independent Non-executive Director)	China
	Principal place of business
	in Hong Kong:
	Level 54, Hopewell Centre
	183 Queen's Road East
	Hong Kong
	September 14, 2020
To the Shareholders
Dear Sir or Madam,

PROPOSED SIMPLIFICATION OF COMPANY NAME

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you notice of the EGM and details of the Simplification of Company Name which will be proposed at the EGM for the Shareholders' consideration and, where appropriate, for approval.

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LETTER FROM THE BOARD

PROPOSED SIMPLIFICATION OF COMPANY NAME

As disclosed in the Company's announcement dated September 11, 2020, the Board proposed to simplify the English name of the Company from "Meituan Dianping" to "Meituan" and adopt the Chinese name of "美團" as the dual foreign name of the Company in place of its existing Chinese name of "美團點評".

CONDITIONS OF THE SIMPLIFICATION OF COMPANY NAME

The proposed Simplification of Company Name is conditional upon the following conditions having been satisfied:

1. the approval by the Shareholders by way of a special resolution at the EGM to simplify the company name; and
2. the Registrar of Companies in the Cayman Islands granting approval for the Simplification of Company Name.

Subject to the satisfaction of the conditions set out above, the Simplification of Company Name will take effect from the date on which the Registrar of Companies in the Cayman Islands enters the new English name and dual foreign name in Chinese of the Company on the register of companies in place of the former English name and dual foreign name in Chinese of the Company and issues a certificate of incorporation on change of name. The Company will then carry out the necessary filing procedures with the Companies Registry in Hong Kong pursuant to Part 16 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong).

EFFECT OF THE SIMPLIFICATION OF COMPANY NAME

The Simplification of Company Name will not affect any of the rights of the Shareholders. Once the Simplification of the Company Name has become effective, new share certificates for new Shares will be issued in the new name of the Company. All existing share certificates in issue bearing the Company's present name shall continue to be valid evidence of title to the Shares and continue to be valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangement for the free exchange of the existing share certificates for new share certificates bearing the new name of the Company. In addition, subject to the confirmation by the Stock Exchange, the Chinese stock short name of the Company for trading in the Shares on the Stock Exchange will also be changed after the Simplification of Company Name becoming effective.

Further announcement(s) will be made by the Company in due course to inform the Shareholders of the effective date of the Simplification of Company Name and the new stock short name of the Company.

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LETTER FROM THE BOARD

REASONS FOR THE SIMPLIFICATION OF COMPANY NAME

The Board considers that the simplification of the Company name will help build a unified brand image of the Company externally, strengthen the recognition of the Company's multi-service capabilities by both its users and merchants. This would help the Company to focus on its "food + platform" strategy while foster its mission to continue exploring for new business formats, thereby creating long-term value for all participants in the ecosystem and society.

THE EGM

The EGM Notice is set out on pages 7 to 9 of this circular.

A form of proxy for use at the EGM is also enclosed with this circular. Whether or not you are able to attend the EGM in person, please complete and return the form of proxy in accordance with the instructions printed thereon to the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (for both holders of Class A Shares and holders of Class B Shares) as soon as possible and in any event not less than 48 hours before the time appointed for holding of the EGM or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjourned meeting (as the case may be) should you so wish and in such case, the proxy form previously submitted shall be deemed to be revoked.

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote by shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted only by a show of hands. Therefore, the resolutions to be proposed at the EGM will be voted by way of poll.

An announcement on the poll results will be published after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

According to the Articles of Association, each Class A Share shall entitle its holder to ten votes and each Class B Share shall entitle its holder to one vote on a poll at the EGM in respect of the resolutions on the Simplification of Company Name.

No Shareholder is required to abstain from voting on the resolutions to be proposed at the EGM.

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LETTER FROM THE BOARD

The register of members of the Company will be closed from September 24, 2020 to September 29, 2020 (both days inclusive) for the purpose of determining the eligibility of the Shareholders to attend and vote at the EGM. During the closure of the register of members of the Company, no transfer of Shares will be effected. In order to be eligible to attend and vote at the EGM (or at any adjournment thereof), all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited (for both holders of Class A Shares and holders of Class B Shares), at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for registration not later than 4:30 p.m. on September 23, 2020.

RECOMMENDATION

The Board is of the view that the proposed Simplification of Company Name is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends that the Shareholders vote in favor of the relevant resolutions as set out in the EGM Notice.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

GENERAL

The English texts of this circular and the accompanying proxy form shall prevail over the Chinese texts in case of inconsistency.

Yours faithfully,

By order of the Board

Meituan Dianping

Wang Xing

Chairman

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NOTICE OF EXTRAORDINARY GENERAL MEETING

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)

(Stock code: 3690)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Meituan Dianping (the "Company") will be held at Command Center of Meituan Dianping Beijing Office, Block A, Hengjiweiye Building, No. 4 Wang Jing East Road, Chaoyang District, Beijing on September 29, 2020 at 2:00 p.m. to consider, and if thought fit, pass, the following resolutions as special resolutions of the Company:

SPECIAL RESOLUTIONS

1. "THAT:

1. subject to and conditional upon the approval of the Registrar of Companies of the Cayman Islands, the English name of the Company be changed from "Meituan Dianping" to "Meituan" and the Chinese name of "美團" be adopted as the dual foreign name of the Company in place of its existing Chinese name of "美團點評" with effect from the date of registration as set out in the certificate of incorporation on change of name issued by the Registrar of Companies of the Cayman Islands; and
2. any one director of the Company be authorized on behalf of the Company to do all such acts and things and execute and deliver all such documents which he considers necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the foregoing and to attend to any registration and/or filing in the Cayman Islands and Hong Kong for and on behalf of the Company."

By order of the Board

Meituan Dianping

Wang Xing

Chairman

Hong Kong, September 14, 2020

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Registered Office:

PO Box 309

Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Head Office and Principal Place of Business in China:

Block B&C, Hengjiweiye Building

No. 4 Wang Jing East Road

Chaoyang District

Beijing 100102

China

Principal Place of Business in Hong Kong:

Level 54, Hopewell Centre

183 Queen's Road East

Hong Kong

Notes:

1. All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Articles of Association and the Listing Rules. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
2. Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint any number of proxies (who must be individuals) to attend and vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy.
3. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally 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 the meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the Register of Members in respect of the relevant joint holding.
4. In order to be valid, the proxy form together with a power of attorney or other authority, under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at the Company's Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited (for both holders of Class A Shares and holders of Class B Shares), at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for the meeting or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
5. For determining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from September 24, 2020 to September 29, 2020 both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited (for both holders of Class A Shares and holders of Class B Shares), at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for registration not later than 4:30 p.m. on September 23, 2020.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

As at the date of this notice, the Board of Directors of the Company comprises Mr. Wang Xing as Chairman and Executive Director, Mr. Mu Rongjun and Mr. Wang Huiwen as Executive Directors, Mr. Lau Chi Ping Martin and Mr. Neil Nanpeng Shen as Non-executive Directors, and Mr. Orr Gordon Robert Halyburton, Mr. Leng Xuesong and Dr. Shum Heung Yeung Harry as Independent Non-executive Directors.

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