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POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON JUNE 14, 2024 AND RETIREMENT OF NON-EXECUTIVE DIRECTOR

2024-06-14 00:00:00

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability) Stock codes: 3690 (HKD counter) and 83690 (RMB counter) POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON JUNE 14 2024 AND RETIREMENT OF NON-EXECUTIVE DIRECTOR Reference is made to the circular (the “Circular”) of Meituan (the “Company”) incorporating amongst others the notice (the “Notice”) of the annual general meeting of the Company (the “AGM”) dated May 23 2024. Unless the context requires otherwise the capitalized terms used herein shall have the same meanings as those defined in the Circular.POLL RESULTS OF THE AGM The board of directors of the Company (the “Board”) is pleased to announce that at the AGM held on June 14 2024 the Notice of which was given to the Shareholders on May 23 2024 all the proposed resolutions as set out in the Notice were taken by poll.The poll results in respect of the resolution proposed at the AGM are as follows: NUMBER OF VOTES CAST TOTAL TOTAL AND PERCENTAGE (%) NUMBER ORDINARY RESOLUTIONS NUMBER OF OF VOTING FOR AGAINST VOTES CASTSHARES 1. To receive and adopt the audited consolidated Class A Shares 6002710120 0 600271012 6002710120 financial statements of the Company for the year (100.000000%) (0.000000%) ended December 31 2023 and the reports of the directors of the Company (the “Directors”) and Class B Shares 3224621228 12910630 3237531858 3237531858 independent auditor of the Company thereon. (99.601220%) (0.398780%) TOTAL NUMBER (CLASS 9227331348 12910630 3837802870 9240241978 A & CLASS B) (99.860278%) (0.139722%) 2. To re-elect Mr. Wang Xing as an executive Class A Shares 6002710120 0 600271012 6002710120 Director. (100.000000%) (0.000000%) Class B Shares 2448409262 788692196 3237101458 3237101458 (75.635852%)(24.364148%) TOTAL NUMBER (CLASS 8451119382 788692196 3837372470 9239811578 A & CLASS B) (91.464196%) (8.535804%) 1NUMBER OF VOTES CAST TOTAL TOTAL AND PERCENTAGE (%) NUMBER ORDINARY RESOLUTIONS NUMBER OF OF VOTING FOR AGAINST VOTES CASTSHARES 3. To re-elect Mr. Mu Rongjun as an executive Class A Shares 6002710120 0 600271012 6002710120 Director. (100.000000%) (0.000000%) Class B Shares 2230204914 986103855 3216308769 3216308769 (69.340510%)(30.659490%) TOTAL NUMBER (CLASS 8232915034 986103855 3816579781 9219018889 A & CLASS B) (89.303592%) (10.696408%) 4. To authorize the Board to fix the remuneration of Class A Shares 6002710120 0 600271012 6002710120 the Directors. (100.000000%) (0.000000%) Class B Shares 3120204005 100910945 3221114950 3221114950 (96.867204%)(3.132796%) TOTAL NUMBER (CLASS 9122914125 100910945 3821385962 9223825070 A & CLASS B) (98.905975%) (1.094025%) 5. To grant a general mandate to the Directors Class A Shares 6002710120 0 600271012 6002710120 exercisable on their behalf by Mr. Wang Xing (100.000000%) (0.000000%) to issue allot and deal with additional Class B shares of the Company (including any sale or Class B Shares 3001198522 221748999 3222947521 3222947521 transfer of treasury shares) not exceeding 10% of (93.119683%) (6.880317%) the total number of issued shares of the Company TOTAL NUMBER (CLASS 9003908642 221748999 3823218533 9225657641 (excluding any treasury shares) as at the date of A & CLASS B) (97.596388%) (2.403612%) passing of this resolution. 6. To grant a general mandate to the Directors Class A Shares 6002710120 0 600271012 6002710120 exercisable on their behalf by Mr. Wang Xing to (100.000000%) (0.000000%) repurchase shares of the Company not exceeding 10% of the total number of issued shares of the Class B Shares 3209261607 13685914 3222947521 3222947521 Company (excluding any treasury shares) as at the (99.575360%) (0.424640%) date of passing of this resolution. TOTAL NUMBER (CLASS 9211971727 13685914 3823218533 9225657641 A & CLASS B) (99.851654%) (0.148346%) 7. To re-appoint PricewaterhouseCoopers as auditor Class A Shares 600271012 0 600271012 600271012 of the Company to hold office until the conclusion (100.000000%) (0.000000%) of the next annual general meet ing of the Company and to authorize the Board to fix their Class B Shares 3178478951 58107908 3236586859 3236586859 remuneration for the year ending December 31 (98.204655%) (1.795345%) 2024. TOTAL NUMBER (CLASS 3778749963 58107908 3836857871 3836857871 A & CLASS B) (98.485534%) (1.514466%) 2NUMBER OF VOTES CAST TOTAL TOTAL AND PERCENTAGE (%) NUMBER NUMBER OF SPECIAL RESOLUTION OF VOTING VOTES CAST FOR AGAINST SHARES To approve the proposed amendments to the Class A Shares 600271012 0 600271012 600271012 existing articles of association of the Company (100.000000%) (0.000000%) and to adopt the eighth amended and restated memorandum of association and articles of Class B Shares 3210600656 200566 3210801222 3210801222 association of the Company and the ancillary (99.993753%) (0.006247%) authorization to the Directors and company TOTAL NUMBER (CLASS A & 3810871668 200566 3811072234 3811072234 secretary of the Company. CLASS B) (99.994737%) (0.005263%) Notes: (a) As a majority of the votes were cast in favour of each of the ordinary resolutions numbered 1 to 7 all such resolutions were duly passed as ordinary resolutions.(b) As not less than three-fourths of the votes were cast in favour of the special resolution such resolution was duly passed as a special resolution.(c) As at the date of the AGM (i) the total number of issued Shares was 6235056013 Shares comprising 600271012 Class A Shares and 5634785001 Class B Shares; and (ii) there were no treasury Shares held by the Company (including any treasury Shares held or deposited with CCASS).As at 4:30 p.m. on Friday June 7 2024 there were 43756800 repurchased Class B Shares which are pending cancellation. The Company confirmed that no voting rights of such Class B Shares which are pending cancellation as at 4:30 p.m. on Friday June 7 2024 have been exercised at the AGM.(d) There was no Shareholder that was required to abstain from voting in respect of the resolutions at the AGM and none of the Shareholders have stated their intention in the Circular to vote against or to abstain from voting on any of the resolutions proposed at the AGM. There were no Shares entitling the holders to attend and abstain from voting in favour of any resolution at the AGM as set out in Rule 13.40 of the Listing Rules.(e) Accordingly the total number of shares of the Company entitling the holder to attend and vote on the resolutions at the AGM was 6191299213 Shares comprising 600271012 Class A Shares and 5591028201 Class B Shares as at the date of the AGM.(f) 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 in respect of the ordinary resolutions numbered 1 to 6 on the proposed receipt and adoption of the audited consolidated financial statements and the reports of Directors and independent auditor the proposed re-election of executive Directors the proposed authority for the Board to fix the remuneration of the Directors the proposed Issuance Mandate and the proposed Repurchase Mandate.Each Class A Share and each Class B Share shall entitle its holder to one vote on a poll at the AGM in respect of the ordinary resolution numbered 7 on the proposed re-appointment of auditor and the special resolution on the Proposed Articles Amendments and the adoption of the Eighth Amended and Restated Memorandum and Articles of Association.(g) The Company’s share registrar Computershare Hong Kong Investor Services Limited acted as the scrutineer for the vote-taking at the AGM.(h) In accordance with Rule 13.39(5A) of the Listing Rules the executive Directors namely Mr. Wang Xing and Mr. Mu Rongjun; and the independent non-executive Directors namely Mr. Orr Gordon Robert Halyburton Mr.Leng Xuesong Dr. Shum Heung Yeung Harry and Ms. Yang Marjorie Mun Tak attended the AGM. Mr. Neil Nanpeng Shen the non-executive Director did not attend the AGM due to other business commitments. 3RETIREMENT OF NON-EXECUTIVE DIRECTOR Mr. Neil Nanpeng Shen retired as a non-executive Director upon conclusion of the AGM due to other business commitments. Mr. Neil Nanpeng Shen has confirmed that there is no disagreement between him and the Board and there is no other matter in relation to his retirement that need to be brought to the attention of the Shareholders.The Board would like to express its gratitude to Mr. Neil Nanpeng Shen for his valuable contribution to the Company during his tenure of office.By Order of the Board Meituan Wang Xing Chairman Hong Kong June 14 2024 As at the date of this announcement the Board comprises Mr. Wang Xing and Mr. Mu Rongjun as executive Directors; and Mr. Orr Gordon Robert Halyburton Mr. Leng Xuesong Dr. Shum Heung Yeung Harry and Ms. Yang Marjorie Mun Tak as independent non-executive Directors. 4