Meituan Dianping : Next Day Disclosure Return

For Main Board listed issuers

				Next Day Disclosure Return
				(Equity issuer - changes in issued share capital and/or share buybacks)
Name of listed issuer:	Meituan Dianping
Stock code: 3690		Date submitted: 22 November 2019

Section I must be completed by a listed issuer where there has been a change in its issued share capital which is discloseable pursuant to rule 13.25A of the Rules (the "Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Exchange").

Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under rule 10.06(4)(a).

Description of securities: Ordinary Shares

I.

		Issued shares as a %		Closing market price	% discount/
	No. of shares	of existing number of		per share of the
Issues of shares	Issue price per share	premium of issue price
issued shares before	immediately preceding
(Notes 6 and 7)		(Notes 1 and 7)	to market price
	relevant share issue	business day
			(Note 7)
		(Notes 4, 6 and 7)		(Note 5)

Opening balance as at	5,804,402,532
(comprising 735,568,783
(Note 2)
31 October 2019	class A ordinary shares
and 5,068,833,749 class B
	ordinary shares)
Exercise of options by
employees (other than	15,300 class B			HK$23.4818				74.93% discount
directors) pursuant to the Pre-
0.00%		(weighted average		HK$93.65
IPO employee stock incentive	ordinary shares				(approximately)
		price)
scheme on 1 November 2019
(Note 3)
Exercise of options by
employees (other than	74,540 class B			HK$24.4058				73.98% discount
directors) pursuant to the Pre-
0.00%		(weighted average		HK$93.80
IPO employee stock incentive	ordinary shares				(approximately)
		price)
scheme on 4 November 2019
(Note 3)

3/2019

					For Main Board listed issuers
Exercise of options by
employees (other than	3,759 class B		HK$24.2553		75.27% discount
directors) pursuant to the Pre-
0.00%	(weighted average	HK$98.10
IPO employee stock incentive	ordinary shares	(approximately)
	price)
scheme on 5 November 2019
(Note 3)
Exercise of options by
employees (other than	26,020 class B		HK$20.6203		78.77% discount
directors) pursuant to the Pre-
0.00%	(weighted average	HK$97.15
IPO employee stock incentive	ordinary shares	(approximately)
	price)
scheme on 6 November 2019
(Note 3)
Exercise of options by
employees (other than	6,485 class B		HK$16.1332		83.30% discount
directors) pursuant to the Pre-
0.00%	(weighted average	HK$96.60
IPO employee stock incentive	ordinary shares	(approximately)
	price)
scheme on 7 November 2019
(Note 3)
Exercise of options by
employees (other than	3,175 class B		HK$18.1172		81.61% discount
directors) pursuant to the Pre-
0.00%	(weighted average	HK$98.50
IPO employee stock incentive	ordinary shares	(approximately)
	price)
scheme on 8 November 2019
(Note 3)
Exercise of options by
employees (other than	3,307 class B		HK$23.1996		75.48% discount
directors) pursuant to the Pre-
0.00%	(weighted average	HK$94.60
IPO employee stock incentive	ordinary shares	(approximately)
	price)
scheme on 11 November
2019 (Note 3)

3/2019

					For Main Board listed issuers
Exercise of options by
employees (other than	10,800 class B		HK$14.7621		83.84% discount
directors) pursuant to the Pre-
0.00%	(weighted average	HK$91.35
IPO employee stock incentive	ordinary shares	(approximately)
	price)
scheme on 12 November
2019 (Note 3)
Exercise of options by
employees (other than	32,049 class B		HK$24.1481		74.71% discount
directors) pursuant to the Pre-
0.00%	(weighted average	HK$95.50
IPO employee stock incentive	ordinary shares	(approximately)
	price)
scheme on 13 November
2019 (Note 3)
Exercise of options by
employees (other than	3,078 class B		HK$24.2690		74.47% discount
directors) pursuant to the Pre-
0.00%	(weighted average	HK$95.05
IPO employee stock incentive	ordinary shares	(approximately)
	price)
scheme on 14 November
2019 (Note 3)
Exercise of options by
employees (other than	700 class B		HK$19.0649		79.66% discount
directors) pursuant to the Pre-
0.00%	(weighted average	HK$93.75
IPO employee stock incentive	ordinary shares	(approximately)
	price)
scheme on 15 November
2019 (Note 3)
Exercise of options by
employees (other than	2,800 class B		HK$19.0649		80.32% discount
directors) pursuant to the Pre-
0.00%	(weighted average	HK$96.85
IPO employee stock incentive	ordinary shares	(approximately)
	price)
scheme on 18 November
2019 (Note 3)

3/2019

								For Main Board listed issuers
Exercise of options by
employees (other than	14,473 class B			HK$12.1514				87.56% discount
directors) pursuant to the Pre-
0.00%		(weighted average		HK$97.65
IPO employee stock incentive	ordinary shares				(approximately)
		price)
scheme on 19 November
2019 (Note 3)
Exercise of options by
employees (other than	219 class B			HK$18.1905				81.05% discount
directors) pursuant to the Pre-
0.00%		(weighted average		HK$96.00
IPO employee stock incentive	ordinary shares				(approximately)
		price)
scheme on 20 November
2019 (Note 3)
Exercise of options by
employees (other than				HK$2.0095
directors) pursuant to the Pre-	7,076 class B						97.93% discount
IPO employee stock incentive	0.00%		(weighted average		HK$97.30
ordinary shares				(approximately)
		price)
scheme on 21 November
2019 (Note 3)
Issue of class B ordinary
shares on 21 November 2019
resulting from the vesting of	548,567 class B
restricted share units pursuant	0.01%		Nil		HK$97.30		N/A
to the Pre -IPO employee	ordinary shares
stock incentive scheme -
restricted shares units (Note
3)
Issue of class B ordinary
shares on 21 November 2019	165 class B
resulting from the vesting of	0.00%		Nil		HK$97.30		N/A
award shares pursuant to the	ordinary shares
Post-IPO share award scheme
(Note 3)
Share repurchases	N/A	N/A

3/2019

For Main Board listed issuers

Closing balance as at	5,805,155,045
(Note 8)	(comprising 735,568,783
21 November 2019	class A ordinary shares
and 5,069,586,262 class B
	ordinary shares)

We hereby confirm to the best knowledge, information and belief that, in relation to each issue of securities as set out in Section I, it has been duly authorized by the board of directors of the listed issuer and, insofar as applicable:

(Note 9)

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 the listing imposed by the Listing Rules 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 10);
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 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.

Notes to Section I:

1. Where shares have been issued at more than one issue price per share, a weighted average issue price per share should be given.
2. Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to rule 13.25A or Monthly Return pursuant to rule 13.25B, whichever is the later.
3. Please set out all changes in issued share capital requiring disclosure pursuant to rule 13.25A together with the relevant dates of issue. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer's Monthly Return. For example, multiple issues of shares as a result of

3/2019

For Main Board listed issuers

multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible notes, these must be disclosed as 2 separate categories.

1. The percentage change in the number of issued shares of listed issuer is to be calculated by reference to the listed issuer's total number of shares in issue (excluding for such purpose any shares repurchased or redeemed but not yet cancelled) as it was immediately before the earliest relevant event which has not been disclosed in a Monthly Return or Next Day Disclosure Return.
2. Where trading in the shares of the listed issuer has been suspended, "closing market price per share of the immediately preceding business day" should be construed as "closing market price per share of the business day on which the shares were last traded".
3. In the context of a repurchase of shares:
4. • "issues of shares" should be construed as "repurchases of shares"; and
   • "issued shares as a % of existing number of shares before relevant share issue" should be construed as "repurchased shares as a % of existing number of shares before relevant share repurchase".
5. In the context of a redemption of shares:
6. • "issues of shares" should be construed as "redemptions of shares";
   • "issued shares as a % of existing number of shares before relevant share issue" should be construed as "redeemed shares as a % of existing number of shares beforerelevant share redemption"; and
   • "issue price per share" should be construed as "redemption price per share".
7. The closing balance date is the date of the last relevant event being disclosed.
8. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases.
9. "Identical" means in this context:
10. • the securities are of the same nominal value with the same amount called up or paid up;
    • they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and
    • they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

3/2019

For Main Board listed issuers

II.

1. Purchase report

Trading	Number of	Method of purchase	Price per share or highest
securities	Lowest price paid $	Total paid $
date	(Note)	price paid $
purchased

Total

1. Additional information for issuer whose primary listing is on the Exchange

1.	Number of such securities purchased on the Exchange in the year to date (since ordinary	(a) _____________
	resolution)
2.	% of number of shares in issue at time ordinary resolution passed acquired on the Exchange	____________%
	since date of resolution

( (a) x 100 )

Number of shares in issue

We hereby confirm that the repurchases set out in A above which were made on the Exchange were made in accordance with the Listing Rules and that there have been no material changes to the particulars contained in the Explanatory Statement dated ___________________ which has been filed with the Exchange. We also confirm that any

purchases set out in A above which were made on another stock exchange were made in accordance with the domestic rules applying to purchases made on that other exchange.

Note to Section II: Please state whether on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer.

Submitted by: Wang Yixiang

(Name)

Title:		Joint Company Secretary
	(Director, Secretary or other duly authorised officer)

3/2019