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(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability) Stock Code: 3690 HOTEL HOTEL Global Offering Joint Sponsors Sole Financial Advisor Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Joint Bookrunners and Joint Lead Managers IMPORTANT Important: If you have doubt about any of the contents in this document, you should obtain independent professional advice. MEITUAN DIANPING 美團點評 (A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares under : 480,268,500 Offer Shares (subject to the Global Offering reallocation and the Over-allotment Option) Number of Hong Kong Public Offer Shares : 24,013,500 Offer Shares (subject to reallocation) Number of International Offer Shares : 456,255,000 Offer Shares (subject to reallocation and the Over-allotment Option) Maximum Offer Price : HK$72 per Offer Share plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars, subject to refund) Nominal value : US$0.00001 per Offer Share Stock code : 3690 Joint Sponsors Sole Financial Advisor Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Joint Bookrunners and Joint Lead Managers Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited, and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this document, 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 document. A copy of this document, having attached thereto the documents specified in the section headed “Documents Delivered to the Registrar of Companies in Hong Kong and available for Inspection” in Appendix V, has been registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibility for the contents of this document or any other document referred to above. The Offer Price is expected to be fixed by agreement between the Joint Global Coordinators (for themselves and on behalf of the Underwriters) and our Company on the Price Determination Date. The Price Determination Date is expected to be on or around September 13, 2018 and, in any event, not later than September 18, 2018. The Offer Price will be not more than HK$72 and is currently expected to be not less than HK$60 unless otherwise announced. If, for any reason, the Offer Price is not agreed by September 18, 2018 between the Joint Global Coordinators (for themselves and on behalf of the Underwriters) and our Company, the Global Offering will not proceed and will lapse. The Joint Global Coordinators (on behalf of the Underwriters) may, with the Company’s consent, reduce the number of Offer Shares being offered under the Global Offering and/or the indicative Offer Price range below that stated in this document at any time on or prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such a case, an announcement will be published in the South China Morning Post (in English), the Hong Kong Economic Times (in Chinese), and on the websites of the Stock Exchange (www.hkexnews.hk) and our Company (about.meituan.com) not later than the morning of the last day for lodging applications under the Hong Kong Public Offering. For further information, please refer to the sections headed “Structure of the Global Offering” and “How to apply for Hong Kong Offer Shares.” The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for, and to procure subscribers for, the Hong Kong Offer Shares, are subject to termination by the Joint Global Coordinators (on behalf of the Hong Kong Underwriters) if certain events shall occur prior to 8:00a.m.onthe Listing Date. Such grounds are set out in the section headed “Underwriting” in this document. The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may not be offered, sold, pledged, or transferred within the United States or to, or for the account or benefit of U.S. persons (as defined in Regulation S) except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act. The Offer Shares are being offered and sold (i) solely to QIBs pursuant to an exemption from registration under the U.S. Securities Act and (ii) outside the United States in offshore transactions in accordance with Regulation S. The Company will be controlled through weighted voting rights upon Listing. Prospective investors should be aware of the potential risks of investingina company with a WVR structure, in particular that the WVR Beneficiaries, whose interests may not necessarily be aligned with those of our Shareholders as a whole, will be in a position to exert significant influence over the outcome of Shareholders’ resolutions, irrespective of how other Shareholders vote. For further information about the risks associated with our WVR structure, please refer to the section headed “Risk Factors — Risks Relating to the Global Offering.” Prospective investors should make the decision to invest in the Company only after due and careful consideration. September 7, 2018 EXPECTED TIMETABLE (1) If there is any change in the following expected timetable of the Hong Kong Public Offering, we will issue an announcement in Hong Kong to be published in the South China Morning Post (in English) and in the Hong Kong Economic Times (in Chinese). Latest time to complete electronic applications under the White Form eIPO service through the designated website at www.eipo.com.hk(2) ...... 11:30 a.m. on Wednesday, September 12, 2018 Application lists open (3) ..................... 11:45 a.m. on Wednesday, September 12, 2018 Latest time for (a) lodging WHITE and YELLOW Application Forms, (b) giving electronic application instructions to HKSCC and (c) completing payment of White Form eIPO applications by effecting internet banking transfer(s) or PPS payment transfer(s) (4) ...... 12:00 noon on Wednesday, September 12, 2018 Application lists close (3) .................... 12:00 noon on Wednesday, September 12, 2018 Expected Price Determination Date (5) ....................... Thursday, September 13, 2018 Announcement of: • the Offer Price; • the level of indications of interest in the International Offering; • the level of applications in the Hong Kong Public Offering; and • the basis of allocation in the Hong Kong Public Offering to be published in the South China Morning Post (in English) and in the Hong Kong Economic Times (in Chinese), and on the website of the Stock Exchange at www.hkexnews.hk and the Company’s website at about.meituan.com(6) on or before .......................................... Wednesday, September 19, 2018 Announcement of results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels. (See the section headed “How to Apply for Hong Kong Offer Shares — Publication of Results” in this document) from ........................ Wednesday, September 19, 2018 —i— EXPECTED TIMETABLE (1) Results of allocations in the Hong Kong Public Offering will be available at www.iporesults.com.hk (alternatively: English https://www.eipo.com.hk/en/Allotment; Chinese https://www.eipo.com.hk/zh-hk/Allotment) with a “search by ID” function from ......................... Wednesday, September 19, 2018 Dispatch of Class B Share certificates and refund cheques/White Form e-Refund payment instructions (if applicable) on or before (7) ................ Wednesday, September 19, 2018 Dealings in the Class B Shares on the Stock Exchange expected to commence at ............. 9:00 a.m. on Thursday, September 20, 2018 Notes: (1) Unless otherwise stated, all times and dates refer to Hong Kong local times and dates. (2) You will not be permitted to submit your application under the White Form eIPO service through the designated website at www.eipo.com.hk after 11:30 a.m. on the last day for submitting applications. If you have already submitted your application and obtained an application reference number from the designated website prior to 11:30 a.m., you will be permitted to continue the application process (by completing payment of application monies) until 12:00 noon on the last day for submitting applications, when the application lists close. (3) If there is a “black” rainstorm warning or a tropical cyclone warning signal number 8 or above in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Wednesday, September 12, 2018, the application lists will not open and will close on that day. Further information is set out in the section headed “How to Apply for Hong Kong Offer Shares — 10. Effect of Bad Weather on the Opening of the Application Lists” in this document. (4) Applicants who apply for Hong Kong Offer Shares by giving electronic application instructions to HKSCC via CCASS should refer to the section headed “How to Apply for Hong Kong Offer Shares — 6. Applying by Giving Electronic Application Instructions to HKSCC Via CCASS — Giving Electronic Application Instructions to HKSCC via CCASS” in this document. (5) The Price Determination Date is expected to be on or about Thursday, September 13, 2018, and in any event, not later than Tuesday, September 18, 2018. If, for any reason, the Offer Price is not agreed between the Joint Global Coordinators (for themselves and on behalf of the Underwriters) and us on or before Tuesday, September 18, 2018, the Global Offering will not proceed and will lapse.
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